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ALBION RESOURCES LIMITED Governance Information 2021

Apr 27, 2021

64359_rns_2021-04-27_b42410b0-3e61-44c2-b637-84bc8c9342b4.pdf

Governance Information

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Albion Resources Limited ACN 620 545 664 (Company)

Corporate Government Statement

This Corporate Government Statement is current as at 23 April 2021 and has been approved by the Board of the Company on that date.

This Corporate Government Statement discloses the extent to which the Company will, as at the date it is admitted to the official list of the ASX, follow the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations – 4[th] Edition ( Recommendations ). The Recommendations are not mandatory, however, the Recommendations that will not be followed have been identified and reasons provided for not following them along with what (if any) alternative governance practices the Company intends to adopt in lieu of the recommendation.

The Company has adopted a Board Charter and Corporate Governance Plan ( Board Charter ) which provides the written terms of reference for the Company's corporate governance duties.

Due to the current size and nature of the existing Board and the magnitude of the Company's operations, the Board does not consider that the Company will gain any benefit from individual Board committees and that its resources would be better utilised in other areas as the Board is of the strong view that at this stage the experience and skill set of the current Board is sufficient to perform these roles. Under the Company's Board Charter, the duties that would ordinarily be assigned to individual committees are currently carried out by the full Board under the written terms of reference for those committees.

The Board Charter is available on the Company's website.

Recommendations(4th Edition) Comply Explanation
Principle 1: Lay sold foundations for management and oversight
Recommendation 1.1
A listed entity should have and disclose a board charter
setting out:
(a)
the respective roles and responsibilities of its
Board and management; and
(b)
those matters expressly reserved to the Board
and those delegated to management.
Yes The Company has adopted a Board Charter that sets out the
specific roles and responsibilities of the Board, the Executive
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 Executive Chair of the Board and Company
Secretary, the establishment, operation and management of
Board Committees, Directors' access to Board papers, 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 is available on the
Company's website.
Recommendation 1.2
A listed entity should:
(a)
undertake appropriate checks before appointing
a director or senior executive or putting someone
forward for election as a Director; and
(b)
provide security holders with all material
information in its possession relevant to a
decision on whether or not to elect or re-elect a
Director.
Yes (a) The Company has guidelines for the appointment and
selection of the Board and senior executives and Directors in
its Board Charter. Further, the Company's Remuneration and
Nomination Committee Charter requires the Remuneration
and 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. In the event of an
unsatisfactory check, a Director is required to submit their
resignation.
A copy of the Company's Remuneration and Nomination
Committee Charter is available on the Company's website.
(b) Under the Remuneration and Nomination Committee Charter,
the Remuneration and Nomination Committee (or, in its
absence, the Board) must provide all material information in
relation to a decision on whether or not to elect or re-elect a
Director to securityholders.

page 1

Recommendations(4th Edition) Comply Explanation
Recommendation 1.3
A listed entity should have a written agreement with
each Director and senior executive setting out the terms
of their appointment.
Yes The Company's Board Charter requires that the Company have a
written agreement with each Director and senior executive setting
out the terms of their appointment.
The Company has written agreements with each of its Directors
and senior executives.
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.
Yes The Board Charter outlines the roles, responsibility and
accountability of the Company Secretary. In accordance with this,
the Company Secretary's accountable directly to the Board,
through the Chair, on all governance matters and reports directly
to the Chair as the representative of the Board.
Recommendation 1.5
A listed entity should:
(a)
have and discloses a diversity policy;
(b)
through its board or a committee of the board set
measurable objectives for achieving gender
diversity in the composition of its board, senior
executives and workforce generally; and
(c)
disclose in relation to each reporting period:
(i)
the measurable objectives set for that
period to achieve gender diversity;
(ii)
the entity's progress towards achieving
those objectives; and
(iii)
either:
(A)
the respective proportions of men
and women on the Board, in senior
executive positions and across the
whole workforce (including how the
entity has defined 'senior executive'
for these purposes); or
(B)
if the entity is a 'relevant employer'
under the Workplace Gender
Equality Act, the entity's most
recent 'Gender Equality Indicators',
as defined in and published under
that Act.
If the entity was in the S&P / ASC 300 Index of the
commencement of the reporting period, the measurable
objective for achieving gender diversity in the
composition of its board should be to have not less than
30% of its direction of each gender within a specified
period.
Partially (a) The Company has adopted a Diversity Policy which provides
a framework for the Company to establish, achieve and
measure diversity objectives, including in respect of gender
diversity.
A copy of the Company's Diversity Policy is available on the
Company's website.
(b) The Diversity Policy allows the Board to set measurable
gender diversity objectives and to continually monitor both the
objectives if any have been set and the Company's progress
in achieving them.
(c) Given the small size of the Board and the nature of the
Company's operations, the Board does not presently intend to
set measurable gender diversity objectives because:
(i) the Board does not anticipate there will be a need to
appoint any new Directors or senior executives due to the
limited nature of the Company's existing and proposed
activities and the Board's view that the existing Directors
and senior executives have sufficient skill and experience
to carry out the Company's plans;
(ii) if it becomes necessary to appoint any new Directors or
senior executives, the Board will consider the application
of the measurable diversity objectives and determine
whether, given the small size of the Company and the
Board, requiring specified objectives to be met will unduly
limit the Company from applying the Diversity Policy as a
whole and the Company's policy of appointing the best
person for the job; and
(iii) 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) for each financial year will
be disclosed in the Company's Annual Report.
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 for each reporting period whether a
performance evaluation has been undertaken in
accordance with that process during or in respect
of that period.
Yes (a) The Company's Remuneration and 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.
(b) The Company will disclose whether or not performance
evaluations were conducted during the relevant reporting
period. As set out in the Remuneration and Nomination
Committee Charter, the Company will complete performance
evaluations in respect of the Board, its committees (if any)
and individual Directors for each financial year on an annual
basis in accordance with the aboveprocess.
Recommendation 1.7
A listed entity should:
(a)
have and disclose a process for evaluating the
performance of its senior executives at least
once every reporting period; and
(b)
disclose for each reporting period whether a
performance evaluation has been undertaken in
accordance with that process during or in respect
of that period.
Yes (a) The Company's Board Charter provides that the Company will
evaluate the performance 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 Board Charter.
(b) The Company will disclose whether or not performance
evaluations were conducted during the relevant reporting
period. Under the Board Charter, the Company will complete
performance evaluations in respect of the senior executives (if
any) for each financial year in accordance with the applicable
processes.

page 2

Recommendations(4th Edition) Comply Explanation
Principle 2: Structure the Board to be effective and add value
Recommendation 2.1
The Board of a listed entity should:
(a)
have a nomination committee which:
(i)
has at least three members, a majority of
whom are independent Directors; and
(ii)
is chaired by an independent Director,
and disclose:
(iii)
the charter of the committee;
(iv)
the members of the committee; and
(v)
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 of 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
responsibilities effectively.
Partially (a) The Company does not presently have a Nomination
Committee. However, the Company has adopted a
Remuneration and Nomination Committee Charter that
provides for the creation of a Remuneration and Nomination
Committee (if it is considered it will benefit the Company), with
at least three members, a majority of whom are to be
independent Directors, and which must be chaired by an
independent Director.
(b) The Company does not presently have a Nomination
Committee as the Board considers that the Company will not
currently benefit from its establishment. In accordance with
the Company's Board Charter, due to the size and nature of
the Company, the Board performs the role of the Nomination
Committee. When the Board convenes as the Nomination
Committee, it carries out the duties that would ordinarily be
carried out by the Nomination Committee as identified in the
Company's Remuneration and Nomination Committee
Charter. This includes 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 annual 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 ListingRules.
Recommendation 2.2
A listed entity should have and disclose a Board skills
matrix setting out the mix of skills that the Board
currently has or is looking to achieve in its membership.
Yes Under the Remuneration and Nomination Committee Charter, the
Remuneration and Nomination Committee (or, in its absence, the
Board) will prepare a Board skills matrix setting out the mix of
skills that the Board currently has (or is looking to achieve) and to
review this periodically to ensure the appropriate mix of skills to
discharge its obligations effectively and to add value and to
ensure the Board has the ability to deal with new and emerging
business and governance issues.
The Company has 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. A copy will be available in the Company's
Annual Report.
Details as to each Director and senior executive's relevant skills
and experience are available in the Company's Annual Report.
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 or
relationship of the type described in Box 2.3 of
the ASC Corporate Governance Principles and
Recommendations (4thEdition), but the Board is
of the opinion that it does not compromise the
independence of the Director, the nature of the
interest, position or relationship in question and
an explanation of why the Board is of that
opinion; and
(c)
the length of service of each Director.
Yes (a) The Company will disclose those Directors it considers to be
independent in its Annual Report and on the Company's
website. The Board considers none of the Directors are
independent.
(b) The Company will disclose in its Annual Report and the
Company's website any instances where this applies and an
explanation of the Board's opinion why the relevant Director is
still considered to be independent.
(c) The Company's Annual Report will disclose the length of
service of each Director, as at the end of each financial year.

page 3

Recommendations(4th Edition) Comply Explanation
Recommendation 2.4
A majority of the Board of a listed entity should be
independent Directors.
No The Board currently comprises a total of three (3) directors, none
of whom are considered to be independent.
The Company's Board Charter provides that the Company's policy
is that the majority of Directors shall be independent, non-
executive Directors at a time when the size of the Company and
its activities warrants such a structure.
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.
No The Executive Chair of the Board is not an independent Director.
The Board does not currently consider that the Chair of the Board
should be an independent Director given the speculative nature of
the Company's business, the Company's size, and the Company's
limited scale of activities. However, the Board Charter recognises
that, at a time when the size of the Company and its activities
warrants such a structure, the Chair of the Board should be an
independent Director and should not be the ManagingDirector.
Recommendation 2.6
A listed entity should have a program for inducting new
Directors and for periodically reviewing whether there is
a need for existing directors to undertake professional
development to maintain the skills and knowledge
needed toperform their role as Directors effectively.
Yes Under the Remuneration and Nomination Committee Charter, the
Remuneration and Nomination Committee (or, in its absence, the
Board) is responsible for the approval and review of induction.
The Company will also review the need for any continuing
professional development programs and procedures for Directors
to ensure that theycan effectivelydischarge their responsibilities.
Principle 3: Instil a culture of acting lawfully, ethically and responsibly
Recommendation 3.1
A listed entity should articulate and disclose its values.
Yes The Company is committed to conducting all of its business
activities fairly, honestly with a high level of integrity, and in
compliance with all applicable laws, rules and regulations. The
Board, management and employees are dedicated to high ethical
standards and recognise and support the Company's commitment
to compliance with these standards.
The Company's values are set out in its Statement of Values and
its Code of Conduct.
A copy of the Statement of Values and the Code of Conduct is
available on the Company's website.
All employees are given appropriate training on the Company's
values and senior executives will continually reference such
values.
Recommendation 3.2
A listed entity should:
(a)
have and disclosed a code of conduct for its
Directors, senior executives and employees; and
(b)
ensure that the Board or a committee of the
Board is informed of any material breaches of
that code.
Yes The Company's Code of Conduct applies to the Company's
Directors, senior executives and employees.
Any material breaches of the Code of Conduct are reported by the
Company Secretary to the Board.
Recommendation 3.3
A listed entity should:
(a)
have and disclose a whistleblower policy; and
(b)
ensure that the Board or a committee of the
Board is informed of any material breaches
reported under thatpolicy.
Yes Under the Company's Whistleblower Protection Policy, any
material breaches of the Whistleblower Protection Policy are to be
reported to the Executive Chair and Company Secretary of the
Board.
A copy of the Whistleblower Protection Policy is available on the
Company's website.
Recommendation 3.4
A listed entity should:
(a)
have and disclosed an anti-bribery and
corruption policy; and
(b)
ensure that the Board or a committee of the
Board is informed of any material breaches of
thatpolicy.
Yes Under the Company's Anti-Bribery and Anti-Corruption Policy, any
material breaches of the Anti-Bribery and Anti-Corruption Policy
are to be reported to the Executive Chair and Company Secretary
of the Board.
A copy of the Anti-Bribery and Anti-Corruption Policy is available
on the Company's website.

page 4

Recommendations(4th Edition) Comply Explanation
Principle 4: Safeguard the integrity of corporate reports
Recommendation 4.1
The Board of a listed entity should:
(a)
have an audit committee which:
(i)
has at least three members, all of whom
are non-executive Directors and a
majority of whom are independent
Directors; and
(ii)
is chaired by an independent Director,
who is not the Chair of the Board,
and disclose:
(iii)
the charter of the committee;
(iv)
the relevant qualifications and experience
of the members of the committee; and
(v)
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.
Partially (a)
The Company does not presently have an Audit Committee.
The Company's Audit and Risk Committee Charter provides
for the creation of an Audit and Risk Committee with at least
three members, all of whom must be non-executive
Directors, and majority of the Committee must be
independent Directors. The Committee must be chaired by
an independent Director who is not the Chair.
A copy of the Audit and Risk Committee Charter is available
on the Company's website.
(b)
The Company does not presently have an Audit Committee
as the Board consider the Company will not currently
benefit from its establishment. In accordance with the
Company’s Board Charter, due to the size and nature of the
Company, the Board performs the role of the Audit
Committee. When the Board convenes as the Audit
Committee, it carries out the duties that would ordinarily be
carried out by the Audit Committee as identified in the
Company's Audit and Risk Committee Charter. This
includes the following processes to independently verify the
integrity of the Company's periodic reports which are not
audited or reviewed by an external auditor:
(i)
the Board devotes time at 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.
Further, the Audit and Risk Committee Charter requires that
the Audit and Risk Committee (or, in its absence, the Board)
to review the appointment and removal of the external
auditor.
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 operatingeffectively.
Partially Although the Company does not have a CEO or a CFO, the
Executive Chair and Company Secretary will provide a declaration
to the Board for each financial report and assure the Board that
such declaration is founded on a sound system of risk
management and internal control and that the system is operating
effectively in all material respects in relation to financial reporting
risks.
Recommendation 4.3
A listed entity should disclose its process to verify the
integrity of any periodic corporate report it releases to
the market that is not audited or reviewed by an
external auditor.
Yes The Company will include in its annual Corporate Governance
Statement a description of the process it undertakes to verify the
integrity of the information in period corporate reports (to the
extent that the information contained in the reports are not audited
or reviewed by an external auditor).
Principle 5: Make timely and balanced disclosure
Recommendation 5.1
A listed entity should have and disclose a written policy
for complying with its continuous disclosure obligations
under listing rule 3.1.
Yes The Company's Continuous Disclosure Policy provides how the
Company complies with its continuous disclosure obligations
under the Corporations Act and the ASX Listing Rules.
A copy of the Continuous Disclosure Policy is available on the
Company's website.
Recommendation 5.2
A listed entity should ensure that its board receives
copies of all material market announcements promptly
after theyhave been made.
Yes Under the Company's Continuous Disclosure Policy, all members
of the Board will receive material market announcements promptly
after they have been made.
Recommendation 5.3
A listed entity that gives a new and substantive investor
or analyst presentation should release a copy of the
presentation materials on the ASX Market
Announcements Platform ahead of thepresentation.
Yes Under the Company's Continuous Disclosure Policy, all
substantive investor or analyst presentations will be released on
the ASX Markets Announcement Platform ahead of such
presentations.

page 5

Recommendations(4th Edition) Comply Explanation
Principle 6: Respect the rights of security holders
Recommendation 6.1
A listed entity should provide information about itself
and itsgovernance to investors via its website.
Yes Information about the Company and its governance is available on
the Company's website.
Recommendation 6.2
A listed entity should have an investor relations
program that facilitates effective two-way
communication with investors.
Yes The Company's Shareholder Communications Policy aims to
promote and facilitate effective two-way communication with
investors. The Policy outlines a range of ways in which information
is communicated to shareholders.
A copy of the Shareholder Communications Policy is available on
the Company's website.
Recommendation 6.3
A listed entity should disclose how it facilitates and
encourages participation at meetings of security
holders.
Yes Security holders are encouraged to participate at all of the
Company's general meetings and Annual General Meetings. Upon
the despatch of any notice of meeting to security holders, the
Company Secretary shall send out material stating that all security
holders encouraged toparticipate at the meeting.
Recommendation 6.4
A listed entity should ensure that all substantive
resolutions at a meeting of security holders are decided
byapoll rather than bya show of hands.
Yes All substantive resolutions of security holder meetings will be
decided by a poll rather than a show of hands.
Recommendation 6.5
A listed entity should give security holders the option to
receive communications from, and send
communications to, the entity and its security registry
electronically.
Yes The Company's Shareholder Communications Policy provides that
security holders can register through the Company's share registry
to receive notifications from the Company electronically. 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
Secretaryat first instance.
Principle 7: Recognise and manage risk
Recommendation 7.1
The Board of a listed entity should:
(a)
have a committee or committees to oversee risk,
each of which:
(i)
has at least three members, a majority of
whom are independent Directors; and
(ii)
is chaired by an independent Director,
and disclose:
(iii)
the charter of the committee;
(iv)
the members of the committee; and
(v)
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 process it employs for overseeing
the entity's risk management framework.
Partially (a)
The Company does not presently have a Risk Committee.
The Company's Audit and Risk Committee Charter provides
for the creation of an Audit and Risk Committee with at least
three members, all of whom must be non-executive
Directors, and majority of the Committee must be
independent Directors. The Committee must be chaired by
an independent Director who is not the Chair.
(b)
The Company does not presently have a Risk Committee
as the Board considers that the Company will not currently
benefit from its establishment. In accordance with the
Company's Board Charter, due to the size and nature of the
Company, the Board performs the role of the Risk
Committee. When the Board convenes as the Risk
Committee, it carries out the duties that would ordinarily be
carried out by the Risk Committee as identified in the
Company's Audit and Risk Committee Charter. This
includes the processes to oversee the Company's risk
management framework. The Board will regularly devote
time at 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 controlprocedures.
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 that the entity is operating with
due regard to the risk appetite set by the Board;
and
(b)
disclose in relation to each reporting period,
whether such a review has taken place.
Yes (a)
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 and that
the Company is operating with due regard to the risk
appetite set by the Board.
(b)
The Board Charter provides that the Company will review
annually its operations to update its risk appetite. The
Company will disclose at least annually whether such a
review of the Company's risk management framework has
takenplace.
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 theprocesses it employs for evaluating
No (a)
The Audit and Risk Committee Charter provides for the
Audit and Risk Committee to monitor and periodically
review the need for an internal audit function, as well as
assess the performance and objectivity of any internal audit
procedures that may be in place.
(b)
The Company does not presently have an internal audit
function. The Board considered the process employed

page 6

Recommendations(4th Edition) Comply Explanation
and continually improving the effectiveness of its
governance, risk management and internal
control processes.
pursuant to the Audit and Risk Committee Charter and Risk
Management Policy are sufficient for evaluating and
continually improving the effectiveness of its risk
management and internal control processes given the size
and complexity of the current business.
A copy of the Risk Management Policy is available on the
Company's website.
Recommendation 7.4
A listed entity should disclose whether it has any
material exposure to environmental or social risks and,
if it does, how it manages or intends to manage those
risks.
Yes The Audit and Risk Committee Charter requires the Audit and Risk
Committee (or, in its absence, the Board) to assist management to
determine whether the Company has any potential or apparent
exposure to environment or social risks and, if it does, put in place
management systems, practices and procedures to manage those
risks.
The Company will disclose in its Annual Report whether it has any
potential or apparent exposure to environmental or social risks
and, if it does, put in place management systems, practices and
procedures to manage those risks.
Principle 8: Remunerate fairly and responsibly
Recommendation 8.1
The Board of a listed entity should:
(a)
have a remuneration committee which:
(i)
has at least three members, a majority of
whom are independent Directors; and
(ii)
is chaired by an independent Director,
and disclose:
(iii)
the charter of the committee;
(iv)
the members of the committee; and
(v)
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,
disclosure that fact and the processes it employs
for setting the level and composition or
remuneration for Directors and senior executives
and ensuring that such remuneration is
appropriate and not excessive.
Partially (a)
The Company does not presently have a Remuneration
Committee. The Company's Remuneration and Nomination
Committee Charter provides for the creation of a
Remuneration and Nomination Committee (if it is
considered it will benefit the Company), with at least three
members, a majority of whom are to be independent
Directors, and which must be chaired by an independent
Director.
(b)
The Company does not presently have a Remuneration
Committee as the Board considers the Company will not
currently benefit from its establishment. In accordance with
the Company's Board Charter, due to the size and nature of
the Company, the Board performs the role of the
Remuneration Committee. When the Board convenes as
the Remuneration Committee, it carries out the duties that
would ordinarily be carried out by the Remuneration
Committee as identified in the Company's Remuneration
and Nomination Committee Charter. This includes the
processes to set the level and composition of remuneration
for Directors and senior executives and ensuring that such
remuneration is appropriate and not excessive. The Board
will devote time at the annual Board meeting to assess the
level and composition of remuneration for Directors and
senior executives.
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.
Yes The Company's Board Charter sets out the basis for the
remuneration of Directors and senior executives.
Further, the Company's Remuneration and Nomination Committee
Charter sets out the Company's policies and practices regarding
the remuneration of Directors and senior executives.
Recommendation 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 or participating in
the scheme; and
(b)
disclose thatpolicyor a summaryof it.
No The Company has an equity-based remuneration scheme. The
Company does not 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. No securities have been issued under
the scheme as at the date of this statement.
Additional recommendations that apply only in certain cases
Recommendation 9.1
A listed entity with a director who does not speak the
language in which board or security holder meetings
are held or key corporate documents are written should
disclose the processes it has in place to ensure the
director understands and can contribute to the
discussions at those meetings and understands and
can discharge their obligations in relation to those
documents.
N/A The Company is an Australian incorporated entity operating in
Australia. All Board or security holder meetings will be conducted,
and all key corporate documents will be written, in English.
Should the Company eventually have a non-English speaking
Director, the Company will translate all key corporate documents
for the benefit of the Director. In addition, the Company can
arrange for a translator to be present for all Board and security
holder meetings.

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Recommendations(4th Edition) Comply Explanation
Recommendation 9.2
A listed entity established outside Australia should
ensure that meetings of security holders are held at a
reasonableplace and time.
N/A The Company is an Australian incorporated entity. In any event, all
security holder meetings will be held at a reasonable place and
time for shareholders.
Recommendation 9.3
A listed entity established outside Australia, and an
externally managed 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.
N/A The Company is an Australian incorporated entity and the
Company's auditor has offices based in Australia. The Company's
auditor will attend the Company's Annual General Meeting and will
be available to answer questions from Shareholders in respect of
the Company's audit.

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