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  • Board and Management | New Talisman Gold Mines
    Board on the performance and effectiveness of the Board to facilitate the directors fulfilling their responsibilities in a manner that serves the interests of shareholders c approving and monitoring the progress of major capital expenditure capital management and acquisitions and divestitures d approval of the annual budget e monitoring the financial performance of the Company f approving and monitoring financial and other reporting g overall corporate governance of the Company including conducting regular reviews of the balance of responsibilities within the Company to ensure division of functions remain appropriate to the needs of the Company h liasing with the Company s external auditors and Audit Committee and The Board must convene regular meetings with such frequency as is sufficient to appropriately discharge its responsibilities The Board may from time to time delegate some of its responsibilities listed above to its senior management team except for paragraphs a b f and g and where any matter exceeds the Materiality Threshold as defined below 3 Materiality Threshold The Board has agreed on the following guidelines for assessing the materiality of matters a Materiality Quantitative Balance sheet items Balance sheet items are material if they have a value of more than 10 of pro forma net asset Profit and loss items Profit and loss items are material if they will have an impact on the current year operating result of 10 or more b Materiality Qualitative Items are also material if i they impact on the reputation of the Company ii they involve a breach of legislation iii they are outside the ordinary course of business iv they could affect the Company s rights to its assets v if accumulated they would trigger the quantitative tests or vi they involve a contingent liability that would have a probable effect of 10 or more on balance sheet or profit and loss items vii They will have an effect on operations which is likely to result in an increase or decrease in net income or dividend distribution of more that 10 c Material Contracts Contracts will be considered material if i they are outside the ordinary course of business ii they contain exceptionally onerous provisions in the opinion of the Board iii they impact on income or distribution in excess of the quantitative tests iv there is a likelihood that either party will default and the default may trigger any of the quantitative tests v they are essential to the activities of the Company and cannot be replaced or cannot be replaced without an increase in cost of such a quantum as trigger any of the quantitative tests vi the contain or trigger change of control provisions vii they are between or for the benefit of related parties or viii they otherwise trigger the quantitative tests Any matter which falls within the above guidelines is a matter which triggers the materiality threshold Materiality Threshold 4 The Chairperson The chairperson is responsible for leadership of the Board for the efficient organisation and conduct of the Board

    Original URL path: http://www.newtalismangoldmines.co.nz/statement-of-board-and-management-functions/ (2016-04-26)
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  • Board Charter | New Talisman Gold Mines
    environment native title cultural heritage and occupational health and safety and s make regular assessment of whether each non executive director is independent in accordance with the Company s Policy on Assessing the Independence of Directors The Board may not delegate its overall responsibility for the matters listed above However it may delegate to senior management the responsibility of the day to day activities in fulfilling the Board s responsibility provided those matters do not exceed the Materiality Threshold as defined below Directors are encouraged to request information from senior executives where they consider such information necessary to make informed decisions The Board must convene regular meetings with such frequency as is sufficient to appropriately discharge its responsibilities It is usual practice for the Board to meet once every second month 4 Materiality Threshold The Board has agreed on the following guidelines for assessing the materiality of matters Materiality Quantitative Balance sheet items Balance sheet items are material if they have a value of more than 10 of pro forma net asset Profit and loss items Profit and loss items are material if they will have an impact on the current year operating result of 10 or more Materiality Qualitative Items are also material if a they impact on the reputation of the Company b they involve a breach of legislation or may potentially breach legislation c they are outside the ordinary course of business d they could affect the Company s rights to its assets e if accumulated they would trigger the quantitative tests f they involve a contingent liability that would have a probable effect of 10 or more on balance sheet or profit and loss items or g they will have an effect on operations which is likely to result in an increase or decrease in net income or dividend distribution of more than 10 Material Contracts Contracts will be considered material if a they are outside the ordinary course of business b they contain exceptionally onerous provisions in the opinion of the Board c they impact on income or distribution in excess of the quantitative tests d any default should it occur may trigger any of the quantitative or qualitative tests e they are essential to the activities of the Company and cannot be replaced or cannot be replaced without an increase in cost of such a quantum triggering any of the quantitative tests f they contain or trigger change of control provisions g they are between or for the benefit of related parties or h they otherwise trigger the quantitative tests Any matter which falls within the above guidelines is a matter which triggers the materiality threshold Materiality Threshold 5 Statement of Position or Authority The division of responsibilities between the Chair the lead independent director if any and the CEO or equivalent is set out below 6 Responsibilities of the Chair The Chair is responsible for leadership of the Board for the efficient organisation and conduct of the Board s function and for the

    Original URL path: http://www.newtalismangoldmines.co.nz/board-charter/ (2016-04-26)
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  • Code of Conduct | New Talisman Gold Mines
    real or apparent conflict of interest arises the matter should be brought to the attention of a the chairperson in the case of a Board member b the managing director in the case of a member of management and c a supervisor in the case of an employee so that it may be considered and dealt with in an appropriate manner for all concerned 5 Protection of Assets Directors management and staff must protect the assets of the Company to ensure availability for legitimate business purposes and ensure all corporate opportunities are enjoyed by the Company and that no property information or position belonging to the Company or opportunity arising from these are used for personal gain or to compete with the Company 6 Confidential Information Directors management and staff must respect confidentiality of all information of a confidential nature which is acquired in the course of the Company s business and not disclose or make improper use of such confidential information to any person unless specific authorisation is given for disclosure or disclosure is legally mandated 7 Employment Practices The Company will employ the best available staff with skills required to carry out vacant positions The Company will ensure a safe work place and maintain proper occupational health and safety practices commensurate with the nature of the Company s business and activities 8 Responsibility to the Community The Company will recognise consider and respect environmental issues which arise in relation to the Company s activities and comply with all applicable legal requirements 9 Responsibility to the Individual The Company recognises and respects the rights of individuals and to the best of its ability will comply with the applicable legal rules regarding privacy privileges private and confidential information 10 Obligations Relative to Fair Trading and Dealing The Company will deal with others in a way that is fair and will not engage in deceptive practices 11 Financial and other inducements It is an offence to bribe a foreign public official under the Criminal Code Act 1995 Code There are potentially serious consequences for breaching the Code including imprisonment The Code describes a bribe as providing causing or promising a benefit to another person where that benefit is not legitimately due The Code makes this provision irrespective of whether the benefit is customary or perceived to be customary or tolerated Internationally various similar legislation enables each country to prosecute their own citizens and corporations as well as other persons within their jurisdiction for bribery of public officials abroad The Company does not countenance the making of payments including payments in kind such as gifts favours etc to influence individuals to award business opportunities to the Company or to make business decisions in the Company s favour In some countries employees may be asked to make small payments to low level public officials or government employees which are sometimes called facilitation payments These payments are sought to expedite or bring about routine services or actions by those individuals The Company does not

    Original URL path: http://www.newtalismangoldmines.co.nz/code-of-conduct/ (2016-04-26)
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  • Compliance Procedures | New Talisman Gold Mines
    to comply with the ASX Listing Rules disclosure requirements Under the Compliance Procedures a Responsible Officer is appointed who is primarily responsible for ensuring the Company complies with its disclosure obligations The duties of the Responsible Officer are set out in the Compliance Procedures The Compliance Procedures provide guidelines as to the type of information that needs to be disclosed and encourages thorough recording of disclosure decision making The Compliance

    Original URL path: http://www.newtalismangoldmines.co.nz/summary-of-compliance-procedures/ (2016-04-26)
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  • Constitution | New Talisman Gold Mines
    or she retires or any adjournment of that meeting elects someone in his or her place or c if the meeting of security holders does not elect someone in his or her place until the end of the meeting or any adjournment of the meeting 27 4 The security holders may by ordinary resolution fill the office vacated by a Director who is retiring in accordance with this clause by electing a person who is not disqualified under the Act to that office at the annual meeting at which the outgoing Director retires If no new Director is elected and if the retiring Director not being disqualified under the Act is offering himself or herself for re election the retiring Director shall be deemed to be re elected unless it is expressly resolved by ordinary resolution not to fill the vacated office or a resolution for the re election of that Director is put to the meeting and lost 28 No shareholding qualification for Directors There is no shareholding qualification for Directors 29 Election of chairperson of the Board and term of office 29 1 The Directors may elect one of their number as chairperson of the Board 29 2 The chairperson of the Board holds that office until he or she vacates that office or the Directors elect a chairperson in his or her place 30 Office of Director vacated in certain cases The office of Director is vacated if the person holding that office 30 1 dies or 30 2 becomes disqualified from being a director pursuant to the Act or 30 3 retires from office and is not re elected or deemed to have been re elected under this constitution 31 Meetings of the Board The Third Schedule governs the proceedings at meetings of the Board except where otherwise agreed by all Directors in relation to a particular meeting or meetings The third schedule to the Act does not apply to proceedings of the Board 32 Written resolutions of Board permitted A written resolution signed or assented to by all of the Directors then entitled to receive notice of a meeting of the Board is as valid and effective as if it had been passed at a meeting of the Board duly convened and held 33 Written resolutions may be in counterparts Any written resolution may consist of several copies of the resolution each signed or assented to by one or more of the Directors A copy of a written resolution which has been signed and is sent by facsimile or any similar means of communication will satisfy the requirements of this clause 34 Board delegates to comply with regulations In exercising the Board s delegated powers any committee of Directors Director employee or any other person must comply with any regulations that the Board may impose 35 Committee proceedings The provisions of this constitution relating to meetings and proceedings of the Board also apply to meetings and proceedings of any committee of Directors except to the extent the Board determines otherwise 36 Reimbursement of expenses A Director may be reimbursed for reasonable travelling accommodation and other expenses incurred in the course of performing duties or exercising powers as a Director without requiring the prior approval of shareholders 37 Directors may appoint and remove alternate Directors Every Director may 37 1 appoint any person who is not a Director and is not disqualified by the Act or this constitution from being a Director and whose appointment has been approved in writing by a majority of the other Directors to act as an alternate Director in his or her place either for a specified period or generally during the absence or inability to act from time to time of such Director and 37 2 remove his or her alternate Director from that office by giving written notice to that effect to the Company A majority of the other Directors may similarly remove an alternate of a Director from that office 38 Alternate Director has powers of appointer While acting in the place of the Director who appointed him or her an alternate Director 38 1 has and may exercise and discharge all the powers rights duties and privileges of that Director including the right to receive notice of be counted as part of the quorum of and participate in a meeting of the Board and to sign any document including a written resolution and to act as chairperson of the Board but excluding the right to appoint an alternate Director 38 2 is also subject to the same terms and conditions of appointment as that Director except that he or she is not entitled to receive remuneration other than such proportion if any of the remuneration otherwise payable to his or her appointer as the appointer may direct by notice in writing to the Company 39 Termination of appointment of alternate Director The appointment of an alternate Director terminates automatically if the Director who appointed him or her ceases to be a Director or if an event occurs which would cause him or her to vacate office if he or she were a Director A Director retiring by rotation and being re elected is not to be treated as having ceased to be a Director for the purposes of this clause 40 Board may appoint Managing Director The Board may appoint one of the Directors to the office of Managing Director by whatever name called for a term not exceeding 5 years and on such other terms as the Board thinks fit A Managing Director may be re appointed at any time within 3 months before expiry of a term of appointment for a further period not exceeding 5 years and may be re appointed for a further term of 5 years in the same manner Subject to the terms of any agreement entered into between the Board and the Director concerned the Board may revoke the appointment The appointment of a Managing Director shall terminate automatically if he or she ceases to be a Director 41 Remuneration of Managing Director A Managing Director will receive in addition to remuneration for services as a Director such remuneration and benefits as the Board may determine 42 Powers conferred on Managing Director Subject to the restrictions on delegation in the Act the Board may 42 1 confer on a Managing Director any of the powers exercisable by the Board and 42 2 without affecting the powers of a Managing Director to act as a member of the Board impose such terms and conditions and such restrictions as the Board thinks fit and 42 3 alter or revoke any of the powers it confers under this clause 43 Managing Director has no power to appoint alternate Managing Director The power to appoint an alternate Director conferred on Directors by this constitution does not confer on any Managing Director the power to appoint an alternate Managing Director GENERAL 44 Company may indemnify directors and employees for certain liabilities The Company shall indemnify a director or employee of the Company or a related company for any liability or costs for which a director or employee may be indemnified under the Act The Board may determine the terms and conditions of such an indemnity 45 Company may effect insurance for directors and employees The Company may with the prior approval of the Board effect insurance for a director or employee of the Company or a related company for any liability or costs for which a company may effect insurance for a director or employee under the Act The Board may determine the amounts and the terms and conditions of any such insurance 46 Manner of execution An obligation which if entered into by a natural person would by law be required to be by deed may be entered into on behalf of the Company in writing signed under the name of the Company by a Director or any other person authorised by the Board whose signature must be witnessed or as otherwise permitted by the Act 47 Distribution of surplus assets in kind If the Company is liquidated the liquidator may with the approval of shareholders by resolution but subject to any other sanction required by the Act 47 1 divide among the shareholders in kind the whole or any part of the surplus assets of the Company and for that purpose the liquidator may a fix such values for surplus assets as the liquidator considers to be appropriate and b determine how the division will be carried out as between shareholders or different classes of shareholder and 47 2 vest the whole or any part of any such surplus assets in trustees upon such trusts for the benefit of such of those shareholders as the liquidator thinks fit but so that no shareholder is compelled to accept any shares or other securities on which there is any liability FIRST SCHEDULE CALLS FORFEITURE AND LIENS INTERPRETATION 1 Construction Unless stated otherwise references to clauses are references to clauses in this Schedule CALLS ON SHARES 2 Shareholders must pay calls Every shareholder on receiving at least 30 working days notice specifying the time or times and the place of payment must pay in accordance with that notice the amount called to be paid in respect of any Shares that shareholder holds The Board may revoke or postpone a call or require a call to be paid by instalments 3 Call made when Board resolution passed A call is regarded as having been made at the time when the Board resolution authorising the call was passed 4 Joint holders are jointly and severally liable The joint holders of a Share are jointly and severally liable to pay all calls for that Share 5 Unpaid calls will accrue interest If an amount called is not paid in full at the time specified for payment the person from whom the amount is due must pay the Company interest on the amount that remains unpaid at a rate determined by the Board and calculated from the time specified for payment until the day of actual payment Subject to the Rules the Board may waive some or all of the payment of that interest 6 Amounts payable under terms of issue treated as calls Any amount that becomes payable on issue or at any specified date under this constitution or under the terms of issue of Shares or under a contract for the issue of Shares will be regarded as being a call duly made and payable on the specified date If the payment is not made the relevant provisions of this constitution will apply as if the amount had become payable by virtue of a call made in accordance with this constitution 7 Board may differentiate between shareholders as to calls On the issue of Shares the Board may differentiate between shareholders as to the amount of calls to be paid and the times of payment 8 Board may accept payment in advance for calls 8 1 Where a shareholder is willing to advance some or all of the money unpaid and uncalled on any Share of that shareholder the Board may accept the amount advanced on the Company s behalf The Board may pay interest on that amount at a rate agreed between the Board and that shareholder for the period between the date that the amount is accepted and the date that the amount becomes payable pursuant to a call or the date specified for its payment 8 2 The Board may at any time repay to any shareholder the whole or any portion of any money so advanced upon giving that holder at least 10 working days notice in writing and as from the date of such repayment interest if any shall cease to accrue on the money so repaid 8 3 A shareholder is not entitled as of right to any payment of interest on any amount so paid in advance and the Board may decline to pay any interest Any amount so paid in advance must not be taken into account in ascertaining the amount of any dividend or other distribution payable upon the Shares concerned FORFEITURE OF SHARES 9 Board may by notice require forfeiture of Shares if calls unpaid The Board may during the time that a call instalment or other amount remains unpaid on a Share serve a notice on the holder of that Share requiring payment of the unpaid call instalment or other amount together with any accrued interest and any expenses incurred by the Company by reason of non payment 10 Notice of forfeiture must satisfy certain requirements The notice served on a shareholder under clause 9 must specify a date not earlier than 28 working days after the date the notice is served by which the payment is to be made The notice must also state that in the event of non payment by the appointed time the Shares to which the call instalment or other amount relates will be liable to be forfeited by the shareholder 11 Failure to comply with notice may lead to forfeiture Where a valid notice under clause 9 is served on a shareholder and the shareholder fails to comply with the notice then the Board may resolve that any Share for which that notice was given and all distributions authorised and not paid before the notice was served be forfeited 12 Board may deal with forfeited Share A forfeited Share may be sold or otherwise disposed of on such terms and in such manner as the Board thinks fit However the Board may cancel the forfeiture at any time before the sale or other disposition on such terms as the Board thinks fit if the call instalment or other amount which remains unpaid on the Share is paid 13 Shareholder whose Shares are forfeited loses rights A person whose Shares have been forfeited immediately ceases to be a shareholder in respect of those Shares notwithstanding any other provision of this constitution and remains liable to pay the unpaid amount that the shareholder owes the Company but that liability shall cease if the Company receives payment in full of all money owing for those Shares 14 Evidence of forfeiture A certificate signed by a Director that a Share has been duly forfeited on a stated date is conclusive evidence of the facts stated in that certificate 15 Company may sell forfeited Share The Company may receive the consideration if any given for a forfeited Share following a sale or disposition and may execute a transfer of the Share in favour of the person to whom the Share is sold or disposed of and register that person as the holder of the Share That person is not bound to see to the application of the purchase money if any nor is the title to the Share affected by any irregularity or invalidity in the procedures under this constitution in respect of the forfeiture sale or disposal of that Share Any residue after satisfaction of unpaid calls instalments premiums or other amounts and interest and expenses shall be paid to the previous holder or to his or her executors administrators or assigns LIEN ON SHARES 16 Company s lien The Company has a lien ranking in priority over all other equities on 16 1 all Shares registered in the name of a shareholder and 16 2 all dividends authorised in respect of such Shares and 16 3 the proceeds of sale of such Shares for 16 4 unpaid calls and instalments payable in respect of any such Shares and 16 5 interest on any such calls or instalments and 16 6 sale expenses owing to the Company in respect of any such Shares and 16 7 any amounts that the Company may be called on to pay under any statute regulation ordinance or other legislation in respect of the Shares of that shareholder whether the period for payment has arrived or not 17 Waiver of lien Registration of a transfer of Shares on which the Company has any lien will operate as a waiver of the lien unless the Company gives notice to the contrary to the transferee prior to registration 18 Company may sell Share on which it has a lien The Company may sell a Share on which it has a lien in such manner as the Board thinks fit where 18 1 the lien on the Share is for a sum which is presently payable and 18 2 the registered holder of the Share or the person entitled to it on his or her death or bankruptcy has failed to pay that sum within 10 working days after the Company has served that registered holder written notice demanding payment of that sum 19 Company may transfer Share and apply proceeds 19 1 The Company may receive the consideration given for a Share sold under clause 18 and may execute a transfer of the Share in favour of the person to whom the Share is sold and register that person as the holder of the Share discharged from all calls due prior to the purchase 19 2 The purchaser is not bound to see to the application of the purchase money and the purchaser s title to the Share is not affected by any irregularity or invalidity in the proceedings relating to the sale The remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively 19 3 The Company must apply the sale proceeds in payment of the sum presently payable on the lien and the balance if any shall subject to a like lien for sums not presently payable that existed upon the Share before the sale be paid to the person who held the Share immediately before the date of sale or to his or her executors administrators or assigns SECOND SCHEDULE PROCEEDINGS AT MEETINGS OF SHAREHOLDERS INTERPRETATION 1 Construction 1 1 Unless

    Original URL path: http://www.newtalismangoldmines.co.nz/constitution/ (2016-04-26)
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  • Continuous Disclosure | New Talisman Gold Mines
    3 Coromandel Gold Ltd Contact Continuous Disclosure SUMMARY OF POLICY ON CONTINUOUS DISCLOSURE The Board has adopted a Policy on Continuous Disclosure The Policy sets out the obligations of Directors officers and employees to ensure the Company satisfies its Australian Securities Commission Listing Rules continuous disclosure obligations It provides information as to what a person should do when they become aware of information which could have a material affect on

    Original URL path: http://www.newtalismangoldmines.co.nz/summary-of-policy-on-continuous-disclosure/ (2016-04-26)
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  • Director Independence | New Talisman Gold Mines
    a member of management and who is free of any business or other relationship that could materially interfere with or could reasonably be perceived to materially interfere with the independent exercise of their judgement It is the Board s policy that in determining a director s independence the Board considers the relationships which may affect independence as set out in 2 1 of the ASX Corporate Governance Council s Corporate Governance Principles and Recommendations as follows When determining the independent status of a director the Board should consider whether the director 1 is a substantial shareholder1 of the Company or an officer of or otherwise associated directly with a substantial shareholder of the Company 2 is employed or has previously been employed in an executive capacity by the Company or another group member and there has not been a period of at least 3 years between ceasing such employment and serving on the Board 3 has within the last 3 years been a principal of a material professional adviser or a material consultant to the Company or another group member or an employee materially associated with the service provided 4 is a material supplier or customer of the Company or other group member or an officer of or otherwise associated directly or indirectly with a material supplier or customer or 5 has a material contractual relationship with the Company or another group member other than as a director Family ties and cross directorships may be relevant in considering interests and relationships which may affect independence and should be disclosed to the Board For the purposes of determining materiality the Company discloses its Materiality Thresholds in its Board Charter 1 For this purpose a substantial holder is a person with a substantial holding as defined in section 9 of the Corporations

    Original URL path: http://www.newtalismangoldmines.co.nz/policy-for-performance-evaluation/ (2016-04-26)
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  • Diversity | New Talisman Gold Mines
    an environment where employees and others in the workplace are treated fairly and all decisions are based on merit The Company recognizes the value of attracting and retaining employees with different backgrounds knowledge experiences and abilities The Company has a culture that takes into account the domestic responsibilities of its employees Diversity includes but is not limited to gender age ethnicity religion and cultural background Commitment The Board is committed to the promotion and application of the Diversity Policy in maximising the achievement of corporate goals Benefits Benefits arising from employee and Board diversity include a broader pool of high quality employees improving employee production and retention accessing different perspectives and ideas and benefitting from all available talent Selection and Appointment Processes The Company is committed to a process of selection and appointment where all candidates are treated fairly and evaluated objectively Recruitment and selection decisions are based on relative ability performance or potential regardless of a candidate s age gender nationality cultural background or any other factor not relevant to the position The short listing of potential candidates should if possible include at least one female candidate and if at the end of the selection process a female candidate

    Original URL path: http://www.newtalismangoldmines.co.nz/diversity-2/ (2016-04-26)
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