ADVANCE METALS LIMITED — Governance Information 2018

Apr 26, 2018

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27 April 2018

ASX Market Announcements Australian Securities Exchange 20 Bridge Street Sydney NSW 2000

Pacific American Coal Limited (ASX: PAK) Appendix 4G and 2017 Corporate Governance Statement

Please find attached the Appendix 4G and 2017 Corporate Governance Statement in accordance with ASX Listing Rules 4.7.3, 4.7.4 and 4.10.3.

Yours sincerely,

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Ian Morgan Company Secretary

P: +61 (0) 2 9238 1175 E: info@pamcoal.com www.pamcoal.com

Pacific American Coal Limited ABN 83 127 131 604 Suite 1002, Level 10, 171 Clarence Street, Sydney NSW 2000 GPO Box 1546, Sydney NSW 2001

Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity:

Pacific American Coal Limited

ABN / ARBN: 83 127 131 604

Financial period ended: 31 December 2017

Our corporate governance statement[2] for the above period above can be found at:[3]

☐ These pages of our annual report: ☒ This URL on our website: WWW.PAMCOAL.COM

The Corporate Governance Statement is accurate and up to date as at 27 April 2018 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.

Date: 27 April 2018 Name of ~~Director or~~ Secretary authorising Ian Morgan lodgement:

1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period. Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of rule 4.10.3.

2 “Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

3 Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity’s corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.

Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection.

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ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should disclose: (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 fact that we follow this recommendation: ☒in our Corporate Governance StatementOR ☐at … and information about the respective roles and responsibilities of our board and management (including those matters expressly reserved to the board and those delegated to management): ☐ at	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.2	A listed entity should: (a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate 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.	… the fact that we follow this recommendation: ☒in our Corporate Governance StatementOR ☐at	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	… the fact that we follow this recommendation: ☒in our Corporate Governance StatementOR ☐at	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
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 fact that we follow this recommendation: ☒in our Corporate Governance StatementOR ☐at	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

4 If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

Page 2

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
1.5	A listed entity should: (a) have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them; (b) disclose that policy or a summary of it; and (c) disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity’s diversity policy and its progress towards achieving them and either: (1) the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or (2) 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.	… the fact that we have a diversity policy that complies with paragraph (a): ☒in our Corporate Governance StatementOR ☐at … and a copy of our diversity policy or a summary of it: ☐at … and the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with our diversity policy and our progress towards achieving them: ☒in our Corporate Governance StatementOR ☐at … and the information referred to in paragraphs (c)(1) or (2): ☒in our Corporate Governance StatementOR ☐at	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
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, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	… the evaluation process referred to in paragraph (a): ☒in our Corporate Governance StatementOR ☐at … and the information referred to in paragraph (b): ☒in our Corporate Governance StatementOR ☐at	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.7	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of its senior executives; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	… the evaluation process referred to in paragraph (a): ☒in our Corporate Governance StatementOR ☐at … and the information referred to in paragraph (b): ☒in our Corporate Governance StatementOR ☐at	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 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.	[If the entity complies with paragraph (a):] … the fact that we have a nomination committee that complies with paragraphs (1) and (2): ☐in our Corporate Governance StatementOR ☐at … and a copy of the charter of the committee: ☐at … and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance StatementOR ☐at [If the entity complies with paragraph (b):] … the fact that we do not have a nomination committee and the processes we employ 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: ☐in our Corporate Governance StatementOR ☐at	☒ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.	… our board skills matrix: ☐in our Corporate Governance StatementOR ☐at	☒ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
2.3	A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, association or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.	… the names of the directors considered by the board to be independent directors: ☒in our Corporate Governance StatementOR ☐at … and, where applicable, the information referred to in paragraph (b): ☒in our Corporate Governance StatementOR ☐at … and the length of service of each director: ☒in our Corporate Governance StatementOR ☐at [insert location here]	☐ an explanation why that is so in our Corporate Governance Statement
2.4	A majority of the board of a listed entity should be independent directors.	… the fact that we follow this recommendation: ☐in our Corporate Governance StatementOR ☐at [insert location here]	☒ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.5	The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	… the fact that we follow this recommendation: ☒in our Corporate Governance StatementOR ☐at	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.6	A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively.	… the fact that we follow this recommendation: ☒in our Corporate Governance StatementOR ☐at	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY
3.1	A listed entity should: (a) have a code of conduct for its directors, senior executives and employees; and (b) disclose that code or a summary of it.	… our code of conduct or a summary of it: ☒in our Corporate Governance StatementOR ☐at [insert location here]	☐an explanation why that is so in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING
4.1	The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non- executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to 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 an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.	[If the entity complies with paragraph (a):] … the fact that we have an audit committee that complies with paragraphs (1) and (2): ☐in our Corporate Governance StatementOR ☐at … and a copy of the charter of the committee: ☐at … and the information referred to in paragraphs (4) and (5): ☒in our Corporate Governance StatementOR ☐at [If the entity complies with paragraph (b):] … the fact that we do not have an audit committee and the processes we employ that independently verify and safeguard the integrity of our corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner: ☐in our Corporate Governance StatementOR ☐at	☒ an explanation why that is so in our Corporate Governance Statement
4.2	The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.	… the fact that we follow this recommendation: ☒in our Corporate Governance StatementOR ☐at	☐ an explanation why that is so in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
4.3	A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.	… the fact that we follow this recommendation: ☒in our Corporate Governance StatementOR ☐at	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity that does not hold an annual general meeting and this recommendation is therefore not applicable
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should: (a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and (b) disclose that policy or a summary of it.	… our continuous disclosure compliance policy or a summary of it: ☒in our Corporate Governance StatementOR ☐at	☐ an explanation why that is so in our Corporate Governance Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information about itself and its governance to investors via its website.	… information about us and our governance on our website: ☒at WWW.PAMCOAL.COM	☐ an explanation why that is so in our Corporate Governance Statement
6.2	A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.	… the fact that we follow this recommendation: ☒in our Corporate Governance StatementOR ☐at	☐ an explanation why that is so in our Corporate Governance Statement
6.3	A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.	… our policies and processes for facilitating and encouraging participation at meetings of security holders: ☒in our Corporate Governance StatementOR ☐at	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity that does not hold periodic meetings of security holders and this recommendation is therefore not applicable
6.4	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	… the fact that we follow this recommendation: ☒in our Corporate Governance StatementOR ☐at	☐ an explanation why that is so in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1	The board of a listed entity should: (a) have a committee or committees to oversee risk, each of 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 risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.	[If the entity complies with paragraph (a):] … the fact that we have a committee or committees to oversee risk that comply with paragraphs (1) and (2): ☐in our Corporate Governance StatementOR ☐at … and a copy of the charter of the committee: ☐at … and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance StatementOR ☐at [If the entity complies with paragraph (b):] … the fact that we do not have a risk committee or committees that satisfy (a) and the processes we employ for overseeing our risk management framework: ☐in our Corporate Governance StatementOR ☐at	☒ an explanation why that is so in our Corporate Governance Statement
7.2	The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and (b) disclose, in relation to each reporting period, whether such a review has taken place.	… the fact that board or a committee of the board reviews the entity’s risk management framework at least annually to satisfy itself that it continues to be sound: ☒in our Corporate Governance StatementOR ☐at … and that such a review has taken place in the reporting period covered by this Appendix 4G: ☒in our Corporate Governance StatementOR ☐at	☐ an explanation why that is so in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
7.3	A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes.	[If the entity complies with paragraph (a):] … how our internal audit function is structured and what role it performs: ☐in our Corporate Governance StatementOR ☐at [If the entity complies with paragraph (b):] … the fact that we do not have an internal audit function and the processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control processes: ☒in our Corporate Governance StatementOR ☐at	☐ an explanation why that is so in our Corporate Governance Statement
7.4	A listed entity should 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.	… whether we have any material exposure to economic, environmental and social sustainability risks and, if we do, how we manage or intend to manage those risks: ☒in our Corporate Governance StatementOR ☐at	☐ an explanation why that is so in our Corporate Governance Statement

Page 9

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should: (a) have a remuneration 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 remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.	[If the entity complies with paragraph (a):] … the fact that we have a remuneration committee that complies with paragraphs (1) and (2): ☐in our Corporate Governance StatementOR ☐at … and a copy of the charter of the committee: ☐at … and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance StatementOR ☐at [If the entity complies with paragraph (b):] … the fact that we do not have a remuneration committee and the processes we employ for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive: ☐in our Corporate Governance StatementOR ☐at	☒ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
8.2	A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.	… separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives: ☒in our Corporate Governance StatementOR ☐at	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
8.3	A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.	… our policy on this issue or a summary of it: ☒in our Corporate Governance StatementOR ☐at	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ w e do not have an equity-based remuneration scheme and this recommendation is therefore not applicableOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-	Alternative to Recommendation 1.1 for externally managed listed entities: The responsible entity of an externally managed listed entity should disclose: (a) the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements.	… the information referred to in paragraphs (a) and (b): ☐in our Corporate Governance StatementOR ☐at	☐ an explanation why that is so in our Corporate Governance Statement
-	Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities: An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager.	… the terms governing our remuneration as manager of the entity: ☐in our Corporate Governance StatementOR ☐at	☐ an explanation why that is so in our Corporate Governance Statement

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PACIFIC AMERICAN COAL

27 April 2018

Unless disclosed below, all the best practice recommendations of the ASX Corporate Governance Council have been applied by Pacific American Coal Limited ABN 83 127 131 604 ( Company ).

Where reported that the Company has not complied with the ASX Corporate Governance Council Principles and Recommendations, these were not followed and alternative practices were adopted.

The Corporate Governance Statement is dated 27 April 2018 and was approved on 27 April 2018 by the Company’s Directors.

Company’s Directors.
ASX Corporate Governance Council Principles/ Recommendations	Compliance		Details / Company’s Corporate Governance Charter Reference WWW.PAMCOAL.COM	Disclosure Requirement for Non‐Compliance
Principle 1
Principle 1 – Lay solid foundations for management and oversight. A listed entity should establish and disclose the respective roles and responsibilities of its board and management and how their performance is monitored and evaluated.
Recommendation 1.1: A listed entity should disclose: (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.	Complies		SECTION B.3	Not Applicable
Recommendation 1.2: A listed entity should: (a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate 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.	Complies		The Company’s Board Policy requires the entity to undertake background checks and to provide security holders with all relevant information when appointing a new director to the Board.	Not Applicable
			Where a director is proposed to security holders for election or re‐election, the Company’s notice of meeting reports the director’s background.

P: +61 (0) 2 9238 1175 E: info@pamcoal.com www.pamcoal.com

Pacific American Coal Limited ABN 83 127 131 604 Suite 1002, Level 10, 171 Clarence Street, Sydney NSW 2000 GPO Box 1546, Sydney NSW 2001

ASX Corporate Governance Council Principles/ Recommendations	Compliance		Details / Company’s Corporate Governance Charter Reference WWW.PAMCOAL.COM	Disclosure Requirement for Non‐Compliance
Recommendation 1.3: A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	Complies		The Company’s Board Policy requires there to be a letter of appointment, which will form the basis of the written agreement between the Company and the director or senior executive.	Not Applicable
Recommendation 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.	Complies		The Company’s Board Policy is that the Company Secretary is accountable directly to the Board, through the chair, on all matters to do with the proper functioning of the Board.	Not Applicable
Recommendation 1.5: A listed entity should: (a) have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them; (b) disclose that policy or a summary of it; and (c) disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity’s diversity policy and its progress towards achieving them, and either:	Complies		SECTION H	Not Applicable
			The Company has no women on its Board and no women in senior executive positions1. The Company’s proportions of men and women employed are respectively 100% and Nil%.

1 A senior executive position is defined as a position reporting directly to the Managing Director/Chief Executive Officer.

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ASX Corporate Governance Council Principles/ Recommendations	Compliance		Details / Company’s Corporate Governance Charter Reference WWW.PAMCOAL.COM	Disclosure Requirement for Non‐Compliance
(1) the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or (2) 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.			The Company is not a “relevant employer”2under the Workplace Gender Equality Act 2012 (Cth).
Recommendation 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, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	Complies		SECTION D A performance evaluation was not undertaken from 31 March 2017 (date of the Company’s last Corporate Governance Statement) to the date of this Statement.	Not Applicable
Recommendation 1.7: A listed entity should: (a) have and disclose a process for periodically evaluating theperformance of its senior	Complies		Refer Recommendation 1.6 above.	Not Applicable

2 relevant employer means:

(a) a registered higher education provider that is an employer; or

(b) a natural person, or a body or association (whether incorporated or not), being the employer of 100 or more employees in Australia;

but does not include the Commonwealth, a State, a Territory or an authority.

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ASX Corporate Governance Council Principles/ Recommendations	Compliance		Details / Company’s Corporate Governance Charter Reference WWW.PAMCOAL.COM	Disclosure Requirement for Non‐Compliance
executives; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.
Principle 2
Principle 2 – Structure the board to add value. A listed entity should have a board of an appropriate size, composition, skills and commitment to enable it to discharge its duties effectively.
Recommendation 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	Does not comply		SECTION E The Committee did not meet from 31 March 2017 (date of the Company’s last Corporate Governance Statement) to the date of this Statement.	The Board developed criteria and implemented processes for appointing candidate directors and senior management.

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ASX Corporate Governance Council Principles/ Recommendations	Compliance		Details / Company’s Corporate Governance Charter Reference WWW.PAMCOAL.COM	Disclosure Requirement for Non‐Compliance
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.
Recommendation 2.2: A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.	Does not comply		The Company does not have a Board skills matrix.	The Company’s 2017 Annual Report discloses the skills and diversity of the Company’s Board members.
Recommendation 2.3: A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, association or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.	Complies		The Board of three Directors comprises: (a) One non‐executive independent Directors (Mr Bird); (b) Two non‐independent Directors Chairman (Mr Hill) and Chief Executive Officer (Mr Sykes); and (c) The Company’s 2017 Annual Report discloses the interests of each Director and their respective lengths of service.	Not Applicable
Recommendation 2.4: A majority of the board of a listed entity should be independent directors.	Does not comply		Refer Recommendation 2.3 above.	The Company considers that the Board is appropriately structured notwithstandingthis

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ASX Corporate Governance Council Principles/ Recommendations	Compliance		Details / Company’s Corporate Governance Charter Reference WWW.PAMCOAL.COM	Disclosure Requirement for Non‐Compliance
				ASX Recommendation given the nature and size of the Company and the extensive knowledge of the Directors regarding the Company and its Business. For this reason, the Company takes the view that it is in the best interests of members that the current Directors are Directors of the Board.
Recommendation 2.5: The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	Complies		The Company’s Chair (Mr Hill) is not the same person as its CEO (Mr Sykes).	Not Applicable
Recommendation 2.6: A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively.	Complies		The Company Secretary is responsible for induction of and information for new directors.	Not Applicable
Principle 3
Principle 3 – Act ethically and responsibly. A listed entity should act ethically and responsibly
Recommendation 3.1: A listed entity should:	Complies		SECTION G	Not Applicable

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ASX Corporate Governance Council Principles/ Recommendations	Compliance		Details / Company’s Corporate Governance Charter Reference WWW.PAMCOAL.COM	Disclosure Requirement for Non‐Compliance
(a) have a code of conduct for its directors, senior executives and employees; and (b) disclose that code or a summary of it.
Principle 4
Principle 4 – Safeguard integrity in financial reporting. A listed entity should have formal and rigorous processes that independently verify and safeguard the integrity of its corporate reporting.
Recommendation 4.1: The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non‐executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the	Does not comply		(a) The Company has an Audit Committee: (1) All members are non‐ executive (Messrs Bird and Hill); One member is independent (Mr Bird); (2) The Committee’s Chair is Mr Bird, who is independent and not the chair of the Board; (3) The Company’s Audit Committee Charter is incorporated into the Corporate Governance Charter (SECTION C). (4) The Company’s 2017 Annual Report discloses: (i) relevant qualifications and experience of the members of the committee; and (ii) the number of times the committee met throughout the last reporting period and the individual	The Company considers that the Audit Committee is appropriately structured notwithstanding this ASX Recommendation given the nature and size of the Company and the extensive knowledge of the Directors regarding the Company and its Business. For this reason, the Company takes the view that the Audit Committee’s structure is in the best interests of members.

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ASX Corporate Governance Council Principles/ Recommendations	Compliance		Details / Company’s Corporate Governance Charter Reference WWW.PAMCOAL.COM	Disclosure Requirement for Non‐Compliance
members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.			attendances of the members at those meetings. (b) Not Applicable
Recommendation 4.2: The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.	Complies		As is required by section 295A of the_Corporations Act 2001_ (Cth), the Chief Executive Officer and CFO make a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity. The Company extended this declaration to include a declaration that: (a) The opinion has been formed on the basis of a sound system of risk management and internal control, which is operating effectively; and (b) It is in respect of the Company’s financial statements for any financial period.	Not Applicable
Recommendation 4.3: A listed entity that has an AGM should ensure that its external auditor attends its	Complies		The Company’s external auditor attends the Company’s annual general meeting and is available to answer shareholders’	Not Applicable

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ASX Corporate Governance Council Principles/ Recommendations	Compliance		Details / Company’s Corporate Governance Charter Reference WWW.PAMCOAL.COM	Disclosure Requirement for Non‐Compliance
AGM and is available to answer questions from security holders relevant to the audit.			questions relevant to the audit.
Principle 5
Principle 5 – Make timely and balanced disclosure. A listed entity should make timely and balanced disclosure of all matters concerning it that a reasonable person would expect to have a material effect on the price or value of its securities.
Recommendation 5.1: A listed entity should: (a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and (b) disclose that policy or a summary of it.	Complies		The Company has adopted a Shareholders Communications Policy for complying with its continuous obligations under the Listing Rules. This policy is incorporated into the Corporate Governance Charter SECTION I).	Not Applicable
Principle 6
Principle 6 – Respect the rights of security holders. A listed entity should respect the rights of its security holders by providing them with appropriate information and facilities to allow them to exercise those rights effectively.
Recommendation 6.1: A listed entity should provide information about itself and its governance to investors via its website.	Complies		The Company’s website contains information about the Company and its governance WWW.PAMCOAL.COM	Not Applicable
Recommendation 6.2: A listed entity should design and	Complies		See Recommendation 6.1 above. The Company’s website allows investors to	Not Applicable

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ASX Corporate Governance Council Principles/ Recommendations	Compliance		Details / Company’s Corporate Governance Charter Reference WWW.PAMCOAL.COM	Disclosure Requirement for Non‐Compliance
implement an investor relations program to facilitate effective two‐way communication with investors.			communicate with the Company. Contact details are also included in the Corporate Directory in the Company’s 2017 Annual Report.
Recommendation 6.3: A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.	Complies		SECTION I	Not Applicable
Recommendation 6.4: A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	Complies		SECTION I	Not Applicable
Principle 7
Principle 7 – Recognise and manage risk. A listed entity should establish a sound risk management framework and periodically review the effectiveness of that framework.
Recommendation 7.1: The board of a listed entity should: (a) have a committee or committees to oversee risk, each of 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	Does not comply		The Board is responsible for risk management. The Company has adopted a Risk Management Policy. This policy is incorporated into the Corporate Governance Charter (SECTION J).	The Company considers that it is appropriate for the Board to be responsible for risk management, given the nature and size of the Company and the extensive knowledge of the Directors regarding the Company and its Business. For this reason, the Company takes the view that it is in the

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ASX Corporate Governance Council Principles/ Recommendations	Compliance		Details / Company’s Corporate Governance Charter Reference WWW.PAMCOAL.COM	Disclosure Requirement for Non‐Compliance
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 risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.				best interests of members that there is not a separate committee to oversee the Company’s risk.
Recommendation 7.2: The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and (b) disclose, in relation to each reporting period, whether such a review has taken place.	Complies		At each Board meeting, the Board reviews the Company’s risk management to satisfy itself that it continues to be sound.	Not Applicable
Recommendation 7.3: A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and	Complies		(a) The Company’s Board reviews and oversees the operation of systems of risk management in order to ensure that risks are identified and managed properly. (b) The Company does not have an internal audit function, however the audit committee oversees the risk management and internal control processes	Not Applicable

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ASX Corporate Governance Council Principles/ Recommendations	Compliance		Details / Company’s Corporate Governance Charter Reference WWW.PAMCOAL.COM	Disclosure Requirement for Non‐Compliance
internal control processes.
Recommendation 7.4: A listed entity should 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.	Complies		The Company has exposure to economic risks. These include risks associated with regulatory and licensing requirements and compliance, legislative and regulatory changes, the Company’s corporate strategy and management of future growth. How these risks are managed is reported in the Company’s 2017 annual report. The Company has no material exposure to environmental and social sustainability risks. The Board reviews and oversees the operation of systems of risk management to ensure that the significant risks facing the Company are identified, that appropriate control, monitoring and reporting mechanisms are in place and that risk is appropriately dealt with.	Not Applicable
Principle 8
Principle 8 – Remunerate fairly and responsibly. A listed entity should pay director remuneration sufficient to attract and retain high quality directors and design its executive remuneration to attract, retain and motivate high quality senior executives and to align their interests with the creation of value for security holders.
Recommendation 8.1: The board of a listed entity should: (a) have a remuneration	Does not comply		SECTION D The Committee did not meet from 31 March 2017 (date of the Company’s last Corporate	The Board sets the level and composition of remuneration for directors and senior

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ASX Corporate Governance Council Principles/ Recommendations	Compliance		Details / Company’s Corporate Governance Charter Reference WWW.PAMCOAL.COM	Disclosure Requirement for Non‐Compliance
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 remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.			Governance Statement) to the date of this Statement.	executives to ensure that such remuneration is appropriate and not excessive.
Recommendation 8.2: A listed entity should separately disclose its policies and practices regarding the remuneration of non‐ executive directors and the remuneration of executive directors and other senior executives.	Complies		The Company’s 2017 annual report sets out the remuneration of executive and non‐executive directors and the policies applicable to those.	Not Applicable
Recommendation 8.3: A listed entity which has an	Complies		Employees entering into transactions that would limit the economic risk of	Not Applicable

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ASX Corporate Governance Council Principles/ Recommendations	Compliance		Details / Company’s Corporate Governance Charter Reference WWW.PAMCOAL.COM	Disclosure Requirement for Non‐Compliance
equity‐based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.			participating in Employee and Officer Share Option Plan (ESOP) is not permitted. Whilst the Company has an ESOP, there are no Company ESOP equities outstanding.

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