ATOMIC EAGLE LTD — Governance Information 2025

Mar 27, 2025

CORPORATE GOVERNANCE STATEMENT

TOMBADOR IRON LIMITED

This Corporate Governance Statement is current as at 28 March 2025 and has been approved by the Board of the Company on that date.

This Corporate Governance Statement discloses the extent to which the Company will 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 Corporate Governance Plan 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 Company’s Corporate Governance Plan is available on the Company’s website at https://www.tombadoriron.com/

RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1		The Company has adopted a Board Charter that sets out the
(a) A listed entity should have and disclose a board	YES	specific roles and responsibilities of the Board, the Chair and
charter which sets out the respective roles and		management and includes a description of those matters
responsibilities of the Board, the Chair and		expressly reserved to the Board and those delegated to
management, andincludes a descriptionof those		management.

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RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
matters expressly reserved to the Board and those		The Board Charter sets out the specific responsibilities of the Board,
delegated to management.		requirements as to the Board’s composition, the roles and
		responsibilities of the Chairman and Company Secretary, the
		establishment, operation and management of Board
		Committees, Directors’ access to Company records and
		information, details of the Board’s relationship with management,
		details of the Board’s performance review and details of the
		Board’s disclosure policy.
		A copy of the Company’s Board Charter, which is part of the
		Company’s Corporate Governance Plan, is available on the
		Company’s website.
Recommendation 1.2		(a) The Company has guidelines for the appointment and
A listed entity should:	YES	selection of the Board and senior executives in its
(a) undertake appropriate checks before appointing a		Corporate Governance Plan. The Company’s Nomination
		Committee Charter (in the Company’s Corporate
director or senior executive or putting someone
		Governance Plan) requires the Nomination Committee
forward for election as a Director; and
		(or, in its absence, the Board) to ensure appropriate
(b) provide security holders with all material information
		checks (including checks in respect of character,
in its possession relevant to a decision on whether or		experience, education, criminal record and bankruptcy
not to elect or re-elect a Director.		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.
		(b) Under the Nomination Committee Charter, all material
		information relevant to a decision on whether or not to
		elect or re-elect a Director must be provided to security
		holders in the Notice of Meeting containing the resolution
		to elect or re-elect a Director.
Recommendation 1.3		The Company’s Nomination Committee Charter requires the
A listed entity should have a written agreement with each	YES	Nomination Committee (or, in its absence, the Board) to ensure
Director and senior executive setting out the terms of their		that each Director and senior executive is personally a party to a
appointment.		written agreement with the Company which sets out the terms of
		that Director’s or senior executive’s appointment.

RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
		The Company has written agreements with each of its Directors
		and senior executives.
Recommendation 1.4		The Board Charter outlines the roles, responsibility and
The Company Secretary of a listed entity should be	YES	accountability of the Company Secretary. In accordance with
accountable directly to the Board, through the Chair, on all		this, the Company Secretary is accountable directly to the Board,
matters to do with the proper functioning of the Board.		through the Chair, on all matters to do with the proper functioning
		of the Board.
Recommendation 1.5		(a) The Company has adopted a Diversity Policy which
A listed entity should:	PARTIALLY	provides a framework for the Company to establish,
(a) have and disclose a diversity policy;		achieve and measure diversity objectives, including in
		respect of gender diversity. The Diversity Policy is available,
(b) through its board or a committee of the board set
		as part of the Corporate Governance Plan, on the
measurable objectives for achieving gender		Company’s website.
diversity in the composition of its board, senior		(b) The Diversity Policy allows the Board to set measurable
executives and workforce generally; and
		gender diversity objectives, if considered appropriate, and
(c) disclose in relation to each reporting period:
		to continually monitor both the objectives if any have been
(i) the measurable objectives set for that		set and the Company’s progress in achieving them.
period to achieve gender diversity;		(c) Given the current small size of the Board and Company’s
(ii) the entity’s progress towards achieving		operations, the Board does not presently intend to set
those objectives; and		measurable gender diversity objectives. The board will
(iii) either:		reconsider this matter in due course following business
(A) the respective proportions of men		growth.
		(i) the Board’s view that the existing Directors and
and women on the Board, in
senior executive positions and		senior executives have sufficient skill and
across the whole workforce		experience to carry out the Company’s plans;
(including how the entity has		(ii) if it becomes necessary to appoint any new
defined “senior executive” for		Directors or senior executives, the Board will
these purposes); or		consider the application of the measurable gender
(B) if the entity is a “relevant		diversity objectives and determine whether, given
employer” under the Workplace		the small size of the Company and the Board,
Gender Equality Act, the entity’s		requiring specified objectives to be met will unduly
most recent “Gender Equality		limit the Company from applying the Diversity Policy
Indicators”, as defined in the		as a whole and the Company’s policy of
Workplace Gender Equality Act.		appointing the best person for the job; and

RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
If the entity was in the S&P / ASX 300 Index at the		(iii) the respective proportions of men and women on
commencement of the reporting period, the measurable		the Board, in senior executive positions and across
objective for achieving gender diversity in the composition		the whole organisation (including how the entity
of its board should be to have not less than 30% of its		has defined “senior executive” for these purposes)
directors of each gender within a specified period.		for each financial year will be disclosed by the
		Company once the Company’s human resource
		base grows to a point where fully implementing a
		diversity policy would become more meaningful.
		The company is not in the S&P/ASX 300 Index.
		The Company currently comprises the following
		percentage of females:
		• 25% of the Board;
		• 0% of Executive Directors;
		• 33% of senior management (where “senior
		management is defined as Directors of the
		Company and any employees reporting directly to
		the Executive Director); and
		• 38% of the Company’s total workforce.
Recommendation 1.6		(a) The Company’s Nomination Committee (or, in its absence,
A listed entity should:	YES	the Board) is responsible for evaluating the performance of
(a) have and disclose a process for periodically		the Board, its committees and individual Directors on an
		annual basis. It may do so with the aid of an independent
evaluating the performance of the Board, its
		advisor. The process for this is set out in the Company’s
committees and individual Directors; and
		Corporate Governance Plan, which is available on the
(b) disclose for each reporting period whether a
		Company’s website.
performance evaluation has been undertaken in		(b) Given the voluntary suspension of the Company, a formal
accordance with that process during or in respect
		evaluation of the Directors was not undertaken during the
of that period.
		reporting period.

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 Nomination Committee (or, in its absence, the Board) is responsible for evaluating the performance of the Company’s senior executives on an annual basis. The Company’s Remuneration Committee (or, in its absence, the Board) is responsible for evaluating the remuneration of the Company’s senior executives on an annual basis. A senior executive, for these purposes, means key management personnel (as defined in the Corporations Act) other than a non-executive Director.

• (b) The Company intends to complete performance evaluations in respect of the senior executives for each financial year in accordance with the applicable processes.

RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
Principle 2: Structure the Board to be effective and add value
Recommendation 2.1		(a) The Company does not have a Nomination Committee.
The Board of a listed entity should:	PARTIALLY	The Company’s Nomination Committee Charter provides
(a) have a nomination committee which:		for the creation of a Nomination Committee (if it is
		considered it will benefit the Company), with at least three
(i) has at least three members, a majority of
		members, a majority of whom are independent Directors,
whom are independent Directors; and		and which must be chaired by an independent Director.
(ii) is chaired by an independent Director,		(b) The Company does not have a Nomination Committee as
and disclose:		the Board considers that the Company will not currently
(iii) the charter of the committee;		benefit from its establishment. In accordance with the
(iv) the members of the committee; and		Company’s Board Charter, the Board carries out the duties
		that would ordinarily be carried out by the Nomination
(v) as at the end of each reporting period, the
		Committee under the Nomination Committee Charter,
number of times the committee met
		including the following processes to address succession
throughout the period and the individual
		issues and to ensure the Board has the appropriate
attendances of the members at those
		balance of skills, experience, independence and
meetings; or
		knowledge of the entity to enable it to discharge its duties
(b) if it does not have a nomination committee,
		and responsibilities effectively:
disclose that fact and the processes it employs to		(i) devoting time at least annually to discuss Board
address Board succession issues and to ensure that
		succession issues and updating the Company’s
the Board has the appropriate balance of skills,
		Board skills matrix; and
knowledge, experience, independence and
		(ii) all Board members being involved in the
diversity to enable it to discharge its duties and
		Company’s nomination process, to the maximum
responsibilities effectively.
		extent permitted under the Corporations Act and
		ASX Listing Rules.

RECOMMENDATIONS (4THEDITION)	RECOMMENDATIONS (4THEDITION)	COMPLY
Recommendation 2.2
A listed setting looking	entity should have and disclose a Board skills matrix out the mix of skills that the Board currently has or is to achieve in its membership.	YES
Recommendation 2.3
A listed (a) (b)	entity should disclose: the names of the Directors considered by the Board to be independent Directors; if a Director has an interest, position or relationship of the type described in Box 2.3 of the ASX Corporate Governance Principles and Recommendations (4th Edition), but the Board is of the opinion that it does not compromise the independence of the Director, the nature of the	YES
	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

EXPLANATION

Under the Nomination Committee Charter (in the Company’s Corporate Governance Plan), the Nomination Committee (or, in its absence, the Board) is required to 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 at least annually against the Company’s Board skills matrix 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 Board will undertake an evaluation of the skills matrix to ensure that the Board’s skills satisfy the ongoing skills and experience needed to execute the Company’s business strategy and to identify any gaps in the skills and experience of the Board. The Board will then assess all future candidates for Board positions and the performance of its current membership on this basis.

The Board Charter requires the disclosure of each Board member’s qualifications and expertise. Full details as to each Director and senior executive’s relevant skills and experience are available in the Company’s Annual Report.

• (a) The Board Charter requires the disclosure of the names of Directors considered by the Board to be independent. The Company discloses those Directors it considers to be independent in its Annual Report and on the Company’s website. The Board considers there are two independent Directors: Ms Anna Neuling and Mr David Chapman.

• (b) Not applicable

• (c) The Company’s Annual Report and website disclose the length of service of each Director, as at the end of each financial year.

RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
Recommendation 2.4		The Company’s Board Charter requires that, where practical, the
A majority of the Board of a listed entity should be	NO	majority of the Board should be independent.
independent Directors.		The Board comprises a total of 4 directors, of whom, Ms Anna
		Neuling and Mr David Chapman are considered to be
		independent. As such, independent directors currently do not
		comprise the majority of the Board.
		The Board does not currently consider an independent majority of
		the Board to be appropriate given the current size of the
		Company and the scale of activities but will look to reassess this
		once practical.
Recommendation 2.5	YES	The Board Charter provides that, where practical, the Chair of the
The Chair of the Board of a listed entity should be an		Board should be an independent Director and should not be the
independent Director and, in particular, should not be the		CEO/Managing Director.
same person as the CEO of the entity.		The current Chair of the Company, Mr David Chapman, is an
		independent Director and is not the CEO/Managing Director.
Recommendation 2.6		In accordance with the Company’s Board Charter, the
A listed entity should have a program for inducting new	YES	Nominations Committee (or, in its absence, the Board) is
Directors and for periodically reviewing whether there is a		responsible for the approval and review of induction and
need for existing directors to undertake professional		continuing professional development programs and procedures
development to maintain the skills and knowledge needed		for Directors to ensure that they can effectively discharge their
to perform their role as Directors effectively.		responsibilities. The Company Secretary is responsible for
		facilitating inductions and professional development including
		receiving briefings on material developments in laws, regulations
		and accounting standards relevant to the Company.
Principle 3: Instil a culture of acting lawfully, ethically and responsibly

RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
Recommendation 3.1		(a) The Company and its subsidiary companies (if any) are
A listed entity should articulate and disclose its values.	YES	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.
		(b) The Company’s values are set out in its Code of Conduct
		(which forms part of the Corporate Governance Plan) and
		are 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	YES	(a) The Company’s Corporate Code of Conduct applies to
A listed entity should:		the Company’s Directors, senior executives and
(a) have and disclose a code of conduct for its		employees.
		(b) The Company’s Corporate Code of Conduct (which forms
Directors, senior executives and employees; and
(b) ensure that the Board or a committee of the Board		part of the Company’s Corporate Governance Plan) is
		available on the Company’s website. Any material
is informed of any material breaches of that code.
		breaches of the Code of Conduct are reported to the
		Board or a committee of the Board.
Recommendation 3.3	YES	The Company’s Whistleblower Protection Policy (which forms part
A listed entity should:		of the Corporate Governance Plan) is available on the
(a) have and disclose a whistleblower policy; and		Company’s website. Any material breaches of the Whistleblower
		Protection Policy are to be reported to the Board or a committee
(b) ensure that the Board or a committee of the Board
		of the Board.
is informed of any material incidents reported
under that policy.
Recommendation 3.4	YES	The Company’s Anti-Bribery and Anti-Corruption Policy (which
A listed entity should:		forms part of the Corporate Governance Plan) is available on the
(a) have and disclose an anti-bribery and corruption		Company’s website. Any material breaches of the Anti-Bribery
		and Anti-Corruption Policy are to be reported to the Board or a
policy; and
		committee of the Board.

RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
(b) ensure that the Board or committee of the Board is
informed of any material breaches of that policy.
Principle 4: Safeguard the integrity of corporate reports
Recommendation 4.1		(a) The Company’s Corporate Governance Plan contains an
The Board of a listed entity should:	PARTIALLY	Audit and Risk Committee Charter that provides for the
(a) have an audit committee which:		creation of an Audit and Risk Committee with at least three
		members, all of whom must be non-executive Directors,
(i) has at least three members, all of whom
		and majority of the Committee must be independent
are non-executive Directors and a majority		Directors. The Committee must be chaired by an
of whom are independent Directors; and		independent Director who is not the Chair.
(ii) is chaired by an independent Director,		The Company does not have an Audit and Risk Committee
who is not the Chair of the Board,		as the Board considers the Company will not currently
and disclose:		benefit from its establishment. In accordance with the
(iii) the charter of the committee;		Company’s Board Charter, the Board intends to carry out
(iv) the relevant qualifications and experience		the duties that would ordinarily be carried out by the Audit
		and Risk Committee under the Audit and Risk Committee
of the members of the committee; and
		Charter including the following processes to independently
(v) in relation to each reporting period, the
		verify the integrity of the Company’s periodic reports which
number of times the committee met
		are not audited or reviewed by an external auditor, as well
throughout the period and the individual
		as the processes for the appointment and removal of the
attendances of the members at those
		external auditor and the rotation of the audit engagement
meetings; or
		partner:
(b) if it does not have an audit committee, disclose
		(i) the Board will devote time at annual Board
that fact and the processes it employs that
		meetings to fulfilling the roles and responsibilities
independently verify and safeguard the integrity of
		associated with maintaining the Company’s
its corporate reporting, including the processes for
		internal audit function and arrangements with
the appointment and removal of the external
		external auditors; and
auditor and the rotation of the audit engagement
		(ii) all members of the Board will be involved in the
partner.
		Company’s audit function to ensure the proper
		maintenance of the entity and the integrity of all
		financial reporting.

RECOMMENDATIONS (4[TH ] EDITION) COMPLY

EXPLANATION

Recommendation 4.2 The Board of a listed entity should, before it approves the YES entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that 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 Company’s Audit and Risk Committee Charter requires the CEO and CFO (or, if none, the person(s) fulfilling those functions) to provide a sign off on these terms.

The Board ensures that before it approved the entity’s financial statements for a financial period it receives declarations that the financial records of the entity have been properly maintained and that the financial statement 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 operation effectively.

RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
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 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.	YES	The Company’s Audit and Risk Committee Charter requires the CEO and CFO (or, if none, the person(s) fulfilling those functions) to provide a sign off on these terms. The Board ensures that before it approved the entity’s financial statements for a financial period it receives declarations that the financial records of the entity have been properly maintained and that the financial statement 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 operation effectively.
Recommendation 4.3		The Company’s Corporate Governance Policy contains
A listed entity should disclose its process to verify the	YES	disclosure regarding the processes employed to verify the
integrity of any periodic corporate report it releases to the		integrity of any periodic corporate report it releases to the market
market that is not audited or reviewed by an external		that is not audited or reviewed by an external auditor.
auditor.		Periodic financial or other reports released for a particular
		financial period which are not audited or reviewed by the
		external auditor are peer reviewed internally and signed off on by
		the CFO and the Board prior to release (including release as an
		announcement to ASX).
Principle 5: Make timely and balanced disclosure
Recommendation 5.1		(a) The Company’s Corporate Governance Plan details the
A listed entity should have and disclose a written policy for	YES	Company’s Continuous Disclosure policy.
complying with its continuous disclosure obligations under		(b) The Corporate Governance Plan, which incorporates the
listing rule 3.1.		Continuous Disclosure policy, is available on the
		Company’s website.
Recommendation 5.2	YES	Under the Company’s Continuous Disclosure Policy (which forms
A listed entity should ensure that its board receives copies		part of the Corporate Governance Plan), all members of the
of all material market announcements promptly after they		Board will receive material market announcements promptly after
have been made.		they have been made.
Recommendation 5.3	YES	All substantive investor or analyst presentations will be released on
A listed entity that gives a new and substantive investor or		the ASX Markets Announcement Platform ahead of such
analyst presentation should release a copy of the		presentations.
presentation materials on the ASX Market Announcements
Platform ahead of the presentation.

RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
Principle 6:Respect the rights of security holders
Recommendation 6.1		Information about the Company and its governance is available
A listed entity should provide information about itself and its	YES	in the Corporate Governance Plan which can be found on the
governance to investors via its website.		Company’s website.
Recommendation 6.2		The Company has adopted a Shareholder Communications
A listed entity should have an investor relations program	YES	Strategy which aims to promote and facilitate effective two-way
that facilitates effective two-way communication with		communication with investors. The Strategy outlines a range of
investors.		ways in which information is communicated to shareholders and
		is available on the Company’s website as part of the Company’s
		Corporate Governance Plan.
Recommendation 6.3		Shareholders are encouraged to participate at all general
A listed entity should disclose how it facilitates and	YES	meetings and AGMs of the Company. Upon the despatch of any
encourages participation at meetings of security holders.		notice of meeting to Shareholders, the Company Secretary shall
		send out material stating that all Shareholders are encouraged to
		participate at the meeting.
Recommendation 6.4		All substantive resolutions at securityholder meetings will be
A listed entity should ensure that all substantive resolutions	YES	decided by a poll rather than a show of hands.
at a meeting of security holders are decided by a poll rather
than by a show of hands.
Recommendation 6.5	YES	The Shareholder Communication Strategy provides that security
A listed entity should give security holders the option to		holders can register with the Company to receive email
receive communications from, and send communications		notifications when an announcement is made by the Company
to, the entity and its security registry electronically.		to the ASX, including the release of the Annual Report, half yearly
		reports and quarterly reports. Links are made available to the
		Company’s website on which all information provided to the ASX
		is immediately posted.
		Shareholders queries should be referred to the Company
		Secretary at first instance.

RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
Principle 7: Recognise and manage risk
Recommendation 7.1		(a) The Company does not currently have an Audit and Risk
The Board of a listed entity should:	PARTIALLY	Committee. The Company’s Corporate Governance Plan
(a) have a committee or committees to oversee risk,		contains an Audit and Risk Committee Charter that
		provides for the creation of an Audit and Risk Committee
each of which:
		with at least three members, all of whom must be non-
(i) has at least three members, a majority of
		executive Directors, and majority of the Committee must
whom are independent Directors; and		be independent Directors. The Committee must be
(ii) is chaired by an independent Director,		chaired by an independent Director who is not the Chair.
and disclose:		A copy of the Corporate Governance Plan is available on
(iii) the charter of the committee;		the Company’s website.
(iv) the members of the committee; and		(b) The Company does not have an Audit and Risk Committee
(v) as at the end of each reporting period, the		as the Board considers the Company will not currently
		benefit from its establishment. In accordance with the
number of times the committee met
		Company’s Board Charter, the Board intends to carry out
throughout the period and the individual
		the duties that would ordinarily be carried out by the Audit
attendances of the members at those
		and Risk Committee under the Audit and Risk Committee
meetings; or
		Charter including the following processes to oversee the
(b) if it does not have a risk committee or committees
		entity’s risk management framework. The Board will
that satisfy (a) above, disclose that fact and the
		regularly devote time at Board meetings to fulfilling the
process it employs for overseeing the entity’s risk
		roles and responsibilities associated with overseeing risk
management framework.
		and maintaining the entity’s risk management framework
		and associated internal compliance and control
		procedures.
Recommendation 7.2		(a) The Audit and Risk Committee Charter requires that the
The Board or a committee of the Board should:	YES	Audit and Risk Committee (or, in its absence, the Board)
(a) review the entity’s risk management framework at		should, at least annually, satisfy itself that the Company’s
		risk management framework continues to be sound and
least annually to satisfy itself that it continues to be
		that the Company is operating with due regard to the risk
sound and that the entity is operating with due
		appetite set by the Board.
regard to the risk appetite set by the Board; and
		(b) The Company’s Board has reviewed the Company’s
(b) disclose in relation to each reporting period,
		operations risk management framework during the
whether such a review has taken place.
		reporting period.

• RECOMMENDATIONS (4[TH ] EDITION) COMPLY Recommendation 7.3 A listed entity should disclose: YES (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 governance, risk management and internal control processes.

EXPLANATION

• (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 assessing the performance and objectivity of any internal audit procedures that may be in place.

• (b) The Company does not have an internal audit function. The Board considered the process employed 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.

governance, risk management and internal control processes.		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.
Recommendation 7.4		The Audit and Risk Committee Charter requires the Audit and Risk
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	Committee (or, in its absence, the Board) to assist management to determine whether the Company 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.
		The Company’s Corporate Governance Plan requires the
		Company to disclose 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 risk.
		The Company has adopted an environmental, social and
		governance policy (ESG Policy), which regulates and provides
		guidance for the Company’s management of activities to minimise
		adverse workforce, community or environmental impacts. The
		Policy is available on the Company’s website as part of the
		Company’s Corporate Governance Plan.
Principle 8: Remunerate fairly and responsibly

RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
Recommendation 8.1		(a) The Company does not have a Remuneration Committee.
The Board of a listed entity should:	PARTIALLY	The Company’s Corporate Governance Plan contains a
(a) have a remuneration committee which:		Remuneration Committee Charter that provides for the
		creation of a Remuneration Committee (if it is considered
(i) has at least three members, a majority of
		it will benefit the Company), with at least three members,
whom are independent Directors; and		a majority of whom are be independent Directors, and
(ii) is chaired by an independent Director,		which must be chaired by an independent Director.
and disclose:		(b) The Company does not have a Remuneration Committee
(iii) the charter of the committee;		as the Board considers the Company will not currently
(iv) the members of the committee; and		benefit from its establishment. In accordance with the
		Company’s Board Charter, the Board intends to carry out
(v) as at the end of each reporting period, the
		the duties that would ordinarily be carried out by the
number of times the committee met
		Remuneration Committee under the Remuneration
throughout the period and the individual
		Committee Charter including the following processes to set
attendances of the members at those
		the level and composition of remuneration for Directors
meetings; or
		and senior executives and ensuring that such remuneration
(b) if it does not have a remuneration committee,
		is appropriate and not excessive. The Board will devote
disclose that fact and the processes it employs for		time at Board meetings at the appropriate time to assess
setting the level and composition of remuneration		the level and composition of remuneration for Directors
for Directors and senior executives and ensuring		and senior executives.
that such remuneration is appropriate and not
excessive.
Recommendation 8.2		The Company’s Corporate Governance Plan requires the Board
A listed entity should separately disclose its policies and	YES	to disclose its policies and practices regarding the remuneration
practices regarding the remuneration of non-executive		of Directors and senior executives, which is disclosed in the
Directors and the remuneration of executive Directors and		remuneration report contained in the Company’s Annual Report.
other senior executives.
Recommendation 8.3		The Company has an equity-based remuneration scheme, the
A listed entity which has an equity-based remuneration	NO	Performance Rights Plan which was approved by Shareholders at
scheme should:		the General Meeting held on 12 November 2021. The Company
		does not currently 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.

RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
(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.