TIDMRRL
RNS Number : 9270N
Range Resources Limited
27 September 2019
Range Resources Limited
('Range' or 'the Company')
27 September 2019
Corporate Governance Statement and Appendix 4G
Range is pleased to attach the Company's 2019 Corporate
Governance Statement and the Australian Securities Exchange ("ASX")
Appendix 4G (Key to Disclosures of Corporate Governance Principles
and Recommendations), in accordance with ASX listing rules 4.7 and
4.10.3.
This Corporate Governance Statement is current as at 27
September 2019 and has been approved by the Board of the
Company.
The Directors of the Company and its controlled entities (the
"Group") are committed to achieving and demonstrating robust
corporate governance practices which are appropriate for the
Group's size and stage of development and which facilitate the
long-term performance and sustainability of the Company as well as
protecting and enhance the interests of its shareholders.
The Board regularly reviews its governance practices to ensure
they remain consistent with the needs of the Group. In addition,
the Group monitors developments in governance market practice,
expectations and regulations.
The Group complies with the majority of the recommendations set
out in the Australian Securities Exchange ("ASX") Corporate
Governance Council's Corporate Governance Principles and
Recommendations 3rd Edition (the "ASX Principles"). This statement
incorporates the disclosures required by the ASX Principles under
the headings of the eight core principles. All of these practices,
unless otherwise stated, were in place for the entire 2019
financial year and remain in place.
The Group's 2019 Corporate Governance Statement, Appendix 4G and
other ancillary corporate governance related documents can be found
on the Company's website: www.rangeresources.co.uk.
Principle 1: Lay Solid Foundations for Management and
Oversight
1.1 Board of Directors - Role and Responsibilities
The Company has adopted a Board Charter that sets out the
specific roles and responsibilities of the Board, the Chair and
management and includes a description of those matters expressly
reserved to the Board and those delegated to management. The Board
Charter sets out the specific responsibilities of the Board,
requirements as to the Board's composition, the roles and
responsibilities of the Chairman and Company Secretary, the
establishment, Directors' access to Company records and
information, details of the Board's relationship with management,
details of the Board's performance review and details of the
Board's disclosure policy. A copy of the Company's Board Charter,
which is part of the Company's Corporate Governance Plan, is
available on the Company's website.
1.2 Company Board Appointments
The Company's Nomination Committee Charter (in the Company's
Corporate Governance Plan) requires the Nomination Committee (or,
in its absence, the Board) to ensure appropriate checks (including
checks in respect of character, experience, education, criminal
record and bankruptcy history (as appropriate)) are undertaken
before appointing a person, or putting forward to security holders
a candidate for election, as a Director.
When considering the appointment of a new Director, the Board
may engage the services of an external executive search firm to
identify suitable candidates for consideration and to carry out
appropriate reference and background checks.
Under the Nomination Committee Charter, all material information
relevant to a decision on whether or not to elect or re-elect a
Director must be provided to security holders in the Notice of
Meeting containing the resolution to elect or re-elect a
Director.
1.3 Terms of Appointment
All Directors of the Company are required to sign a letter of
appointment outlining the material terms of their appointment and
the key roles based on their experience and skills. The
remuneration of the Directors of the Company and Key Management
Personnel are outlined in the Remuneration Report in the Company's
latest Annual Report.
Under the Company's Constitution, the minimum number of
Directors is three. At each Annual General Meeting, one third of
the Directors (excluding the CEO) must resign, with Directors
resigning by rotation based on the date of their appointment.
Directors resigning by rotation may offer themselves for
re-election.
The members of the Executive Team have written employment
agreements with the Company setting out their key roles,
obligations and remuneration. The remuneration is commensurate to
the market rate and their experience and skills in the respective
field.
1.4 The Company Secretary
The Board Charter outlines the roles, responsibility and
accountability of the Company Secretary. In accordance with this,
the Company Secretary is appointed by the Board and is responsible
for developing and maintaining the information systems and
processes that are appropriate for the Board to fulfil its role.
The Company Secretary is responsible to the Board for advising on
and monitoring compliance with Board procedures and governance
matters. The Company Secretary is accountable directly to the
Board, through the Chairman, on all matters to do with the proper
functioning of the Board. The Company Secretary is also responsible
for overseeing and coordinating disclosure of information to the
ASX as well as communicating with the stock exchange as
appropriate. Each Director is able to directly access the services
and advice of the Company Secretary.
The joint Company Secretaries, their qualifications and
experience are stated in the Company's latest Annual Report.
1.5 Diversity
The Company recognises that diversity drives the Company's
ability to attract, retain, motivate and develop talent, create an
engaged workforce, and continue to grow the business. In view of
the above, the Board has adopted a Diversity Policy, available on
the Company's website.
Whilst the Company notes the ASX Principles and Recommendations,
it recognises that the Company has a small team of Directors and
employees, and as such the Board has determined that it will not
set benchmarks for gender diversity, and will not report against
its progress to achieve any measurable objective.
The Company remains committed however, to ensuring that the best
candidates both at a Board and employee level are appointed as
opportunities arise regardless of gender, beliefs or racial
background. The Company believes that while this is departure from
the Principles and Recommendations, it does not diminish its
commitment to ensuring gender diversity.
Total proportion of men and women on the Board, in senior
positions (being Key Management Personnel and decision makers of
the Group) and across the whole organisation is listed below:
Category Men Women % Women
Board 3 - -
---- ------ --------
Senior Management
(excluding the
CEO captured above) 1 2 67%
---- ------ --------
Whole organisation 4 2 50%
---- ------ --------
1.6 Performance Review and Evaluation of Directors
The Company's Nomination Committee (or, in its absence, the
Board) is responsible for evaluating the performance of the Board,
its committees and individual Directors on an annual basis. It may
do so with the aid of an independent advisor. The process for this
is set out in the Company's Corporate Governance Plan, which is
available on the Company's website.
The Board will disclose, in relation to each reporting period,
whether a performance evaluation was undertaken. A formal
performance evaluation of each individual Directors was not
undertaken during FY2019. It is envisaged that once the Company is
of a sufficient size to establish a nomination committee, that
committee will be responsible for arranging the performance
evaluation of the Board, its committees and individual directors on
behalf of the Board.
1.7 Performance and Review and Evaluation of Senior
Management
The Company's Nomination Committee (or, in its absence, the
Board) is responsible for evaluating the performance of the
Company's senior executives on an annual basis. The Company's
Remuneration Committee (or, in its absence, the Board) is
responsible for evaluating the remuneration of the Company's senior
executives on an annual basis. A senior executive, for these
purposes, means key management personnel (as defined in the
Corporations Act) other than a non-executive Director. The
applicable processes for these evaluations can be found in the
Company's Corporate Governance Plan, which is available on the
Company's website.
The Company's Corporate Governance Plan requires the Company to
disclose whether or not performance evaluations were conducted
during the relevant reporting period. A formal performance
evaluation in respect of the senior executives was not undertaken
during FY2019.
Principle 2: Structure the Board to Add Value
2.1 Nomination for Board Appointment
The Company does not have a Nomination Committee. The Company's
Nomination Committee Charter provides for the creation of a
Nomination Committee (if it is considered it will benefit the
Company), with at least three members, a majority of whom are
independent Directors, and which must be chaired by an independent
Director.
The Company does not have a Nomination Committee as the Board
considers the Company will not currently benefit from its
establishment. In accordance with the Company's Board Charter, the
Board carries out the duties that would ordinarily be carried out
by the Nomination Committee under the Nomination Committee Charter,
including the following processes to address succession issues and
to ensure the Board has the appropriate balance of skills,
experience, independence and knowledge of the entity to enable it
to discharge its duties and responsibilities effectively:
(i) devoting time at least annually to discuss Board succession
issues and updating the Company's Board skills matrix; and
(ii) all Board members being involved in the Company's
nomination process, to the maximum extent permitted under the
Corporations Act and ASX Listing Rules.
2.2 Skills, Knowledge and Experience
The Board considers the present composition, size and balance in
respect of qualifications and experience of the Board to be
appropriate and effective for the control and direction of the
Group's business. Each Director is expected to bring to the Company
their experience and skills in the respective fields, in particular
their considerable industry experience, to add value to the
performance of the Company.
The table below describes the combined skills, experience and
expertise presently represented on the Board.
Combined skills, experience and expertise
Management and Leadership - Business Leadership, Public Listed Company
Experience, International Sustainability, Stakeholder Management, Community
Relations, Corporate Governance, Human Resources
Business and Finance - Finance Strategy, Competitive Business Analysis,
Corporate Financing, Financial Literacy, Mergers and Acquisitions, Risk
Management, Tax, Renumeration
Oil and Gas Experience - Technical Knowledge, Relevant Industry Experience,
HSE, Reserves and Resources Assessment
The Board Charter requires the disclosure of each Board member's
qualifications and expertise. Full details as to each Director and
senior executive's relevant skills and experience are available in
the Company's Annual Report.
2.3 Director Independence
The Board is currently comprised of one independent
non-executive director (Dr Mu Luo) and two executive directors (Mr
Zhiwei Gu and Mr Lubing Liu).
Dr Luo was appointed as a director of the Company on 11 January
2019.
Mr Gu was appointed as a director of the Company on 11 December
2014.
Mr Liu was appointed as a director of the Company on 16 June
2016.
A profile of each Director is set out in the Company's latest
Annual Report.
The Board's charter provides that where practical, the majority
of the Board is comprised of non-executive Directors and that,
where practical, at least 50% of the Board will be independent. An
independent Director is one who is independent of management and
free from any business or other relationship, which could, or could
reasonably be perceived to materially interfere with, the exercise
of independent judgement. The Board will continue to assess the
Company's needs as it grows in size and if appropriate, appoint
additional non-executive and independent directors.
2.4 Director Independence
Currently, independent directors do not form a majority of the
Board as only Dr Mu Luo is considered an independent director. The
Board will continue to assess the Company's needs as it grows in
size and if appropriate, appoint additional nonexecutive and
independent directors.
2.5 Chairman
The Company does not currently have an independent Chairman. The
Executive Chairman assumes the role of Chairman at the Company's
board and shareholder meetings. The Board will continue to assess
the Company's needs as it grows in size and if appropriate, appoint
an additional director to act as Independent Chairman of the
Company.
A profile of the Executive Chairman of the Company, Mr Zhiwei Gu
is stated in the Company's latest Annual Report.
2.6 Induction and Professional Development
The Company has a process to educate new Directors about the
nature of the business, current issues, corporate strategy and the
Company's expectations of Directors. All directors are made aware
of their rights to access employees, information and resources.
Directors are encouraged to visit the Group's locations and meet
with management to gain a better understanding of the Group's
operations. Directors are given access to continuing education
opportunities to update and enhance their skills and knowledge
base.
All Directors have unrestricted access to the Company records
and information except where the Board determines that such access
would be adverse to the Company's interests.
The Board, or individual Directors may seek independent external
professional advice as considered necessary at the expense of the
Company, subject to prior consultation with the Chairman. A copy of
any such advice received is made available to all members of the
Board.
Principle 3: Promote Ethical and Responsible Decision-Making
3.1 Code of Conduct
The Company has developed a Code of Conduct (the Code) which has
been fully endorsed by the Board and applies to all Directors and
employees. The Code is regularly reviewed and updated as necessary
to ensure it reflects the highest standards of behaviour and
professionalism and the practices necessary to maintain confidence
in the Company's integrity. The purpose of the Code is to provide a
framework for decisions and actions in relation to ethical conduct
in employment. It underpins the Company's commitment to integrity
and fair dealing in its business affairs and to a duty of care to
all employees, clients and stakeholders.
The Code can be found in the corporate governance section of the
Company's website.
Principle 4: Safeguard Integrity in Financial Reporting
4.1 Audit and Risk Committee
The Company does not have an Audit and Risk Committee. The
Company's Corporate Governance Plan contains an Audit and Risk
Committee Charter that provides for the creation of an Audit and
Risk Committee (if it is considered it will benefit the Company),
with at least three members, all of whom must be independent
Directors, and which must be chaired by an independent Director who
is not the Chair.
The Company does not have an Audit and Risk Committee as the
Board considers the Company will not currently benefit from its
establishment. In accordance with the Company's Board Charter, the
Board carries out the duties that would ordinarily be carried out
by the Audit and Risk Committee under the Audit and Risk Committee
Charter including the following processes to independently verify
and safeguard the integrity of its financial reporting, including
the processes for the appointment and removal of the external
auditor and the rotation of the audit engagement partner:
(i) the Board devotes time at annual Board meetings to
fulfilling the roles and responsibilities associated with
maintaining the Company's internal audit function and arrangements
with external auditors; and
(ii) all members of the Board are involved in the Company's
audit function to ensure the proper maintenance of the entity and
the integrity of all financial reporting.
4.2 CEO and CFO Declarations
The Company's Audit and Risk Committee Charter requires the CEO
and CFO (or, if none, the person(s) fulfilling those functions) to
provide a sign off on these terms. The Company intends to obtain a
sign off on these terms for each of its financial statements in
each financial year.
4.3 External Auditor
The Company's external auditor (Auditor) is selected for its
professional competence, reputation and provision of value for
professional fees. The Auditor attends the Company's AGMs (in
person or by teleconference) and is available to answer
shareholders' questions about the conduct of the audit and the
preparation and content of the Auditor's Report.
Principle 5: Make Timely and Balanced Disclosure
5.1 Continuous Disclosure
The Company must comply with continuous disclosure requirements
arising from legislation and the ASX Listing Rules. The general
rule, in accordance with ASX Listing Rule 3.1, is that once the
Company becomes aware of any information concerning it that a
reasonable person would expect to have a material effect on the
price of value of the Company's securities, the Company must
immediately disclose that information to the ASX.
The Company has in place a written policy on information
disclosure and relevant procedures, which can be accessed at the
Company's website.
Principle 6: Respect the Rights of Securityholders
6.1 Market and Shareholder Communications
The Company keeps shareholders and other interested parties
informed of performance and major developments via communications
through its website. Information about the Company and its
governance is available in the Corporate Governance Plan which can
be found on the Company's website.
6.2 Investor Relations
The Company has adopted a Shareholder Communications Strategy
which aims to promote and facilitate effective two-way
communication with investors. The Strategy outlines a range of ways
in which information is communicated to shareholders and is
available on the Company's website as part of the Company's
Corporate Governance Plan.
6.3 Shareholders' Meetings
Shareholders have the ability to communicate with Directors
through various means including:
-- Having the opportunity to ask questions of Directors at all general meetings;
-- The presence of the Auditor at AGMs (in person or by
teleconference, as practicable and appropriate) to take shareholder
questions on any issue relevant to their capacity as Auditor;
and
-- The Company making Directors and selected executives
available to answer shareholder questions submitted by telephone,
email and other means (where appropriate).
Traditionally, the key forum for two-way communication between
the Company and its shareholders is its AGM. The Board encourages
shareholder participation at the Company's AGM and other general
meetings of shareholders, and the Chairman encourages questions and
comments from shareholders and seeks to ensure that shareholders
are given ample opportunity to participate. Shareholders who are
unable to attend the AGM or a general meeting may submit questions
and comments before the meeting to the Company and or to the
Auditor (in the case of the AGM).
6.4 Electronic Communications
The Shareholder Communication Strategy provides that security
holders can register with the Company to receive email
notifications when an announcement is made by the Company to the
ASX, including the release of the Annual Report, half yearly
reports and quarterly reports. Links are made available to the
Company's website on which all information provided to the ASX is
immediately posted. Shareholders queries should be referred to the
Company Secretary in the first instance.
Principle 7: Recognise and Manage Risk
7.1 Risk Committee
The Company does not have an Audit and Risk Committee. The
Company's Corporate Governance Plan contains an Audit and Risk
Committee Charter that provides for the creation of an Audit and
Risk Committee (if it is considered it will benefit the Company),
with at least three members, all of whom must be independent
Directors, and which must be chaired by an independent Director. A
copy of the Corporate Governance Plan is available on the Company's
website. The Company does not have an Audit and Risk Committee as
the Board considers the Company will not currently benefit from its
establishment. In accordance with the Company's Board Charter, the
Board carries out the duties that would ordinarily be carried out
by the Audit and Risk Committee under the Audit and Risk Committee
Charter including the following processes to oversee the entity's
risk management framework:
(i) the Board devotes time at quarterly Board meetings to
fulfilling the roles and responsibilities associated with
overseeing risk and maintaining the entity's risk management
framework and associated internal compliance and control
procedures; and
(ii) all members of the Board are involved in the Company's risk
assessment function and ensure the proper maintenance of the entity
and the integrity of all risk management initiatives.
7.2 Internal Control and Risk Management
The Audit and Risk Committee Charter requires that the Audit and
Risk Committee (or, in its absence, the Board) should, at least
annually, satisfy itself that the Company's risk management
framework continues to be sound. The Company's Corporate Governance
Plan requires the Company to disclose at least annually whether
such a review of the company's risk management framework has taken
place. A risk review was not undertaken during FY2019.
7.3 Internal Audit
The Audit and Risk Committee Charter provides for the Audit and
Risk Committee to monitor the need for an internal audit function.
The Company does not have an internal audit function. Due to its
small size, lack of complexity and given that it is in a project
exploration phase of its lifecycle, the Company does not currently
have an in-house internal audit function. Instead reports and
reviews into the effectiveness of internal controls are
commissioned as required using internal and external specialist
resources. It is expected that the requirement for an internal
audit function will be considered by the Board in the future.
7.4 Risk Exposures
The Audit and Risk Committee Charter requires the Audit and Risk
Committee (or, in its absence, the Board) to assist management
determining whether the Company has any material exposure to
economic, environmental and social sustainability risks and, if it
does, how it manages or intends to manage those risks. The
Company's Corporate Governance Plan requires the Company to
disclose whether it has any material exposure to economic,
environmental and social sustainability risks and, if it does, how
it manages or intends to manage those risks. The Company will
disclose this information in its Annual Report and on its ASX
website as part of its continuous disclosure obligations.
Principle 8: Remunerate Fairly and Responsibly
8.1 Remuneration and Nomination Committee
The full Board is responsible for the determination of the
remuneration of directors and senior executives and ensuring that
such remuneration is appropriate and not excessive. Where
considered necessary, the Board may engage a remuneration
consultant to assist with setting and reviewing the Company's
executive and non-executive remuneration policies to ensure the
Company attracts and retains executives and Directors who will
create value for shareholders. As the Company grows in size, it is
planned that the Company will establish a separate remuneration
committee with its own remuneration committee charter.
8.2 Remuneration Policy
The Company's policies and practices regarding the remuneration
of executive and non-executive directors and other senior
executives are disclosed in the Annual Report.
8.3 Group Trading Policy
The Company has established a Group Trading Policy which
outlines, among other things, when Directors, senior management and
other employees of the Company may deal in the Company's
securities. This policy also prohibits key management personnel
from entering into certain hedging arrangements of the nature
referred to in Recommendation 8.3. For further details, refer to
the Group Trading Policy available on the Company's website.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCEAKNXASXNEEF
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September 27, 2019 03:02 ET (07:02 GMT)
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