Troy Resources : 2021 Corporate Governance Statement

PRINCIPLE	COMPLIED	COMMENT
1 - Lay solid foundations for management and oversight
1.1	A listed entity should have and disclose a board charter setting out: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management.	✓ ✓	The Board has adopted a formal Board Charter (disclosed on the Company's website) which sets out those matters reserved for the Board and those delegated to management. The Board's functions include: developing and setting the Company's strategic direction in conjunction with management, overall review of performance against targets and objectives, reviewing management's performance, ensuring the Company has adequate systems and internal controls together with appropriate monitoring of compliance activities, approval and compliance with policies including health, safety and environment and reporting to shareholders on the direction and performance of the Company. The Board has also established various committees to assist in carrying out its duties. These Committees include the Audit Committee and the Remuneration and Nomination Committee. Senior management are invited to attend these meetings as required by the Committee members. The Managing Director/CEO, supported by members of senior management, is responsible for the day-to-day management of the Company's affairs and the implementation of strategy and policy initiatives.
1.2	A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.	✓ ✓	Before the Company proposes to appointment a new Director, Executive or Non-Executive, appropriate checks are undertaken which include reviewing the persons character, experience and education. Interviews with potential candidates are conducted by existing Directors to make sure that the candidate's experience, personality and ethics are an appropriate fit for the Company. A profile of each Director, including their relevant qualifications, experience and the skills they bring to the Board are detailed on the Company website and in the Annual Report. Details of any other listed company directorships currently held in the last 3 years are also provided in the Annual Report.
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment	✓	Written agreements are in place with each Director and Senior Executive setting out the terms of their appointment. Key terms of the Senior Executives' employment agreements are included in the Annual Report.
1.4	The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.	✓	The Company Secretary is accountable directly to the Board, through the Chairman, on all matters to do with the proper functioning of the Board and a reporting function to the Managing Director in relation to day to day operational and management matters. The Company Secretary has a direct line of communication with the Chairman and all Directors and is responsible for supporting the proper functioning of the Board which includes, but is not limited to, providing advice on governance and procedural issues and the preparation of Board papers and minutes. The Company Secretary also communicates with the ASX and ASIC on regulatory matters and assists with general shareholder communications.
PRINCIPLE	COMPLIED	COMMENT
1.5	A listed entity should: (a) have and disclose a diversity policy; (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and (c) disclose in relation to each reporting period: (1) the measurable objectives set for that period to achieve gender diversity; (2) the entity's progress towards achieving those objectives; and (3) either: (A)the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined "senior executive" for these purposes); or (B) if the entity is a "relevant employer" under the Workplace Gender Equality Act, the entity's most recent "Gender Equality Indicators", as defined in and published under that Act. If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period.	✓ x x	The Board has adopted a Diversity Policy which outlines the Company's commitment to ensuring a diverse mix of skills and talent exists amongst its Directors, officers and employees, to enhance Company performance. The Diversity Policy addresses equal opportunities in the hiring, training and career advancement of Directors, officers and employees. The Board will proactively monitor the Company's performance in meeting the standards and policies outlined in this Policy. The Company has not set specific targets for gender diversity at this time. A copy of the Diversity Policy is on the Company's website. Measurable objectives in relation to the Diversity Policy have not been established by the Board; however, the Company makes its appointment decisions based on merit, by assessing whether a person's skills and experience are appropriate for the particular role being filled. The Company's Policy strictly prohibits any discrimination based on gender, age, ethnicity, cultural background, sexual orientation or preference. The Company also believes in employing people from the local community as far as possible for the roles being filled given the skill set available. The Group workforce gender and location profile as at 30 June 2021 is set out in the following table: PROPORTION OF WOMEN 2021 PROPORTION OF WOMEN 2020 EMPLOYED IN GUYANA 2021 GUYANIANS EMPLOYED 2021 AMERINDIANS EMPLOYED 2021 Board Senior Management 1 Other 0 out of 4 (0%) 0 out of 4 (0%) 1 out of 3 (33%) 0 out of 3 (0%) 0 2 0 2 0 0 33 out of 267 (12%) 29 out of 305 (10%) 264 197 48 out of 266 1 Senior Management in this section excludes the Managing Director/CEO (who is included within Board) and includes the Chief Financial Officer, Company Secretary, Finance & Administration Manager - Guyana and Mine Manager - Guyana. The roles of Chief Financial Officer and Company Secretary were combined 2021 & 2020.
PRINCIPLE	COMPLIED	COMMENT
1.6	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	✓ x	The Board, with the assistance of the Remuneration and Nomination Committee, monitors its performance and the performance of the Directors and Board Committees throughout the year. This may occur through an internal review led by the Chairman or be performed with the assistance of external advisers as considered appropriate. The Chairman is responsible for evaluation of the Board and its members as well as the various Committees. Mr Stern (as Chairman) and the Board regularly discussed the Board composition during the year, considering issues or concerns as they arose. The process for evaluation has remained in-house and informal during the year, with no formal external reviews of the Board, its Committees or any individual Directors being undertaken.
1.7	A listed entity should: (a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	✓ X	The performance of the Managing Director/CEO is evaluated by the Remuneration and Nomination Committee. The Managing Director/CEO prepares a self-evaluation on his performance in the first instance which is then reviewed and discussed with the Nomination and Remuneration Committee. The Managing Director/CEO reviews the performance of senior executives through a similar self-evaluation process. No formal performance evaluation was undertaken during the year of the Company's Managing Director/CEO was undertaken. The evaluation of the roles of CFO and Site General Manager were not undertaken due to a change of personnel.
PRINCIPLE	COMPLIED	COMMENT
2 - Structure the Board to Add Value
2.1	The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively..	✓ n/a	The Board has had constituted a Remuneration and Nomination Committee for the entire year. During the financial year, the Committee has comprised 3 members, namely Mr Jones (as Committee Chair until 10 December 2020), Mr Beazley, Mr Stern and Mr Barclay who was appointed 10 December 2020 (Committee Chair effective 19 February 2021). Mr Stern is considered to be an independent non-executive Director. Therefore, the Company is in compliance with the recommendation that the Chair is independent and that the Committee comprise a majority of independent members. A copy of the Nomination and Remuneration Committee Charter is available on the Company's website. Details of each member's attendance at meetings of the Committee are:- Committee MemberMeetings AttendedMeetings Held Mr Jones Mr Beazley Mr Stern Mr Barclay - - - - - - - -
PRINCIPLE	COMPLIED	COMMENT
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership.	✓	The Board is structured to facilitate the effective discharge of its duties and to add value through its deliberations. It seeks to achieve a Board composition with a balance of diverse attributes relevant to the Company's operations and markets, including skill sets, background and industry experience. In addition to those general skills expected for Board membership, the following skills have also been identified as being necessary: experience in operational management, exploration and geology, mining engineering, project delivery, finance, corporate governance and equity capital markets. A profile of each Director setting out their skills, experience and period of office is set out in the Directors' Report of the 2021 Financial Statements. In addition, the Company provides the following skills matrix:- Skills Required by Company Peter STERNKen NILSSONRichard BEAZLEYAndrew BARCLAY Operational Management Exploration and Geology ✓ ✓ Mining Engineering Project Delivery ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Finance Legal Corporate Governance Equity and Capital Markets ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓