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AUKING MINING LIMITED Governance Information 2025

Mar 30, 2025

64355_rns_2025-03-30_f7391b98-6ae4-4137-829b-c4badd9f0a0a.pdf

Governance Information

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AuKing Mining Limited Suite 34 Level 10, 320 Adelaide St Brisbane Queensland 4000, Australia Tel +61 7 3535 1208 Emai l [email protected]

AuKing Mining Ltd

Corporate Governance Statement March 2025

The Board of Directors of AuKing Mining Limited (AKN or Company) is responsible for the corporate governance of the Company. The Board guides and monitors the business and affairs of AuKing Mining Limited on behalf of the shareholders by whom they are elected and to whom they are accountable.

AuKing Mining Limited's Corporate Governance Statement is structured with reference to the Australian Securities Exchange Corporate Governance Council’s “Corporate Governance Principles and Recommendations, 4th Edition”.

This statement has been approved by the Board of AKN and is current as at 31 March 2025. It relates to the company for the period up to the date of approval. The statement and information identified therein are available on the Company's website at www.aukingmining.com under the Corporate Governance section.

The Board endorses the ASX Principles of Good Corporate Governance and Best Practice Recommendations, and has adopted corporate governance charters and policies reflecting those recommendations to the extent appropriate having regard to the size and circumstances of the Company. The Company does not presently comply with all of the ASX Best Practice Policies on Corporate Governance and by virtue of its size and the composition of the Board is unlikely to do so in the foreseeable future.

The Company is committed to ensuring that its corporate governance systems maintain the Company’s focus on transparency, responsibility and accountability. For further information on corporate governance policies adopted by AuKing Mining Limited, refer to our website: www.aukingmining.com

ASX Recommendation Statement Commentary Compliant with ASX Recommendation / Explanation for Departure
Principle 1: Lay solid foundations for management and oversight
A listed entity should clearly delineate the respective roles and responsibilities of its board and management and regularly review their performance.
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.
The Board’s role is to govern the Company rather than to manage it. It is
the role of executive management to manage the Company in accordance
with the direction and delegations of the Board and it is the responsibility
of the Board to oversee the activities of management in carrying out these
delegated duties.
The Company’s Corporate Governance charter is posted on the
Company's website which sets out the role, powers and responsibilities of
the Board.
Yes

www.aukingmining.com | ABN 29 070 859 522 | ASX Code: AKN

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ASX Recommendation Statement Commentary Compliant with ASX Recommendation / Explanation for Departure
1.2 - A listed entity should:
(a) undertake appropriate checks before appointing a director
or senior executive, or putting someone 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.
All newly appointed Directors are required to undertake and provide
appropriate background security checks as part of the appointment
process.
All material information about each candidate relevant to a decision
whether or not to elect or re-elect a director will be contained in the
Explanatory Memorandum to the Notice of Annual General Meeting.
Yes
1.3 - A listed entity should have a written agreement with each
director and senior executive setting out the terms of their
appointment.
All Directors and senior executives have contracts in place. Yes
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.
Each Board member has direct access to the Company Secretary (who is
accountable directly to the Board, through the Chair, on all matters to do
with the proper functioning of the Board) with procedures for the provision
of information, including requests for additional information
Yes
1.5 - A listed entity should:
(a) have and disclose a diversity policy
(b) through its board or a committee of the board to 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
(1) the measurable objectives set for that period to
achieving gender diversity
(2) the entity’s progress towards achieving those
objectives; and either:
(1) 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
(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.
If the entity was in the S&P/ASX 300 Index at 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 directors of
each gender within a specified period.
The Board has established a Diversity Policy which is publicly available on
the Company’s website. There are some aspects of the ASX
recommendations that are difficult to comply with due to the Company’s
size and location of its operations. The Board at this juncture has not set
measurable objectives. This policy will be reviewed as part of the annual
compliance review to ensure that the Diversity Policy is being progressed
as required and to set measurable objectives when appropriate for the
Company.
The proportion of women employees in the whole organisation, women in
management positions and women on the board are as follows:
Measure
Female proportion
Organisation
12.5%
Management
Nil
Board
20%
No – at this stage the Company has not set measurable objectives in
relation to achieving gender diversity. The Board considers that at this
time no efficiencies or other benefits would be gained by introducing
measurable objectives. In the future, as the Company grows and
increases in size and activity, the Board will consider the setting of
measurable objectives. The Company policy is to employ the best
person for the position being filled regardless of gender.

www.aukingmining.com | ABN 29 070 859 522 | ASX Code: AKN

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ASX Recommendation Statement Commentary Compliant with ASX Recommendation / Explanation for Departure
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.
The Company does not currently have a formal process for evaluating the
performance of the Board or individual directors.
No - The Board is responsible for the strategic direction of the Company,
establishing goals for management and monitoring the achievement of
these goals. The Board considers that at this time no efficiencies or
other benefits would be gained by introducing a formal evaluation policy.
The Board monitors the overall corporate governance of the Company
with the aim of ensuring that shareholder value is increased. In the
future as the Company grows and increases in size and activity, the
Board will consider establishment of formal Board and individual director
evaluation processes.
1.7 - A listed entity should:
(a) have and disclose a process for periodically 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.
Given the size of the company and the limited number of employees at this
stage no formal process is in place. Employees are subject to continual
review of their performance on an on-going basis rather than by way of a
formalised procedure.
No - The Board considers that at this time no efficiencies or other
benefits would be gained by introducing a formal evaluation policy.
Principle 2: Structure the board to be effective and add value
The board of a listed entity should be of an appropriate size and collectively have the skills, commitment and knowledge of the entity
duties effectively and to add value.
and the industry in which it operates, to enable it to discharge its
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.
The Company has not formally established a Nominations Committee as
the Directors consider that the Company is not of a size nor are its affairs
of such complexity as to justify the formation of this Committee. The board
as a whole currently undertakes the process of reviewing the skill base
and experience of existing directors to enable identification or attributes
required in new directors. Where appropriate, independent consultants
may be engaged to identify possible new candidates for the board.
No - The Board considers that no efficiencies or other benefits would be
gained by establishing a separate nomination committee given the size
of the Company’s operations and of the Board. The Company will
review this position annually and determine whether a Nominations
Committee needs to be established.

www.aukingmining.com | ABN 29 070 859 522 | ASX Code: AKN

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ASX Recommendation Statement Commentary Compliant with ASX Recommendation / Explanation for Departure
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.
The Board has been structured such that its composition and size will enable
it to effectively discharge its responsibilities and duties.
No - Each Director has industry experience and specific expertise
relevant to the Company’s business and level of operations. The Board
considers that its structure is appropriate in the context of the
Company’s activities and does not consider it necessary at this stage
of its development to have a matrix setting out the mix of skills of the
Directors. The experience and skills of the Directors are documented in
the Annual Report and on the Company website.
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 position of each director and as to whether or not they are considered to
be independent is set out below as at the date of signing the 2024 Annual
Report
Name
Position
Independence Position
Peter Tighe
Non-Executive
Chair
Independent
Paul Williams
Managing
Director
Not Independent as engaged as a
full time employee
Kylie
Prendergast
Non-Executive
Director
Independent
Nick Harding
Non-Executive
Director
Independent
Mark Fisher
Non-Executive
Director
Independent
Name
Term in Office
Peter Tighe
3 Years 9 Months
Paul Williams
10 Months
Kylie Prendergast
3 Months
Nick Harding
3 Months
Mark Fisher
3Months
The Company has a formalised Conflicts of Interest Policy that is included in
its Corporate Ethics and Continuous Disclosure Policy.
Yes.

www.aukingmining.com | ABN 29 070 859 522 | ASX Code: AKN

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ASX Recommendation Statement Commentary Compliant with ASX Recommendation / Explanation for Departure
2.4 - A majority of the board of a listed entity should be
independent directors.
The current board has four independent directors and one director who are
considered to be not independent–see 2.3 above.
Yes
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 Chairman of the company is considered to be independent
The CEO of the company is not the same person as the Chairman of the
Company. The Role of the Chair is documented in a policy statement posted
on the Company's website.
Yes
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 to perform their role
as directors effectively.
The Company has procedures to provide new directors with any information
they may request with direct access to the Company Secretary and Senior
Management available to any new appointee. The Company encourages,
and recommends, that all non-executive directors attend relevant external
seminars and educational programs to assist directors in the effect of
exercise of their powers and duties. The Board has agreed that such
seminars and educational programs obtained by a director will be at the
expense of the Company.
Yes

www.aukingmining.com | ABN 29 070 859 522 | ASX Code: AKN

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Principle 3: Instil a culture of acting lawfully, ethically and responsibly
A listed entity should instil and continually reinforce a culture across the organization of acting lawfully, ethically and responsibly.
Principle 3: Instil a culture of acting lawfully, ethically and responsibly
A listed entity should instil and continually reinforce a culture across the organization of acting lawfully, ethically and responsibly.
ASX Recommendation Statement Commentary Compliant with ASX Recommendation / Explanation for Departure
3.1 - A listed entity should articulate and disclose its values The Company is committed to operating ethically, honestly, responsibly and
legally in all its business dealings. Accordingly, the Company requires
employees to act in the Company’s best interests in a professional, honest
and ethical manner, and in full compliance with the law, both within and on
behalf of the Company.
Yes
3.2 - A listed entity should:
(a) have and disclose 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.
The Company has an established a Corporate Code of Conduct, that is
included in the Corporate Governance Charter, which outlines the standard
the Board, Management and employees of the Company are encouraged to
comply with when dealing with each other, shareholders and the broader
community.
The code lists the values of the Company as below:
(1) to act honestly and in good faith in fulfilling the powers and functions of a
role within the Company;
(2) to not disclose confidential information concerning the Company, use that
information in a way which may injure or cause loss to the Company or use
confidential information go gain an advantage;
(3) to make proper use of Company assets and not take advantage of any
property, information or a position within the Company for person gain or to
compete with the Company;
(4) to ensure that the Company’s business decisions do not compromise the
Company’s commitments to avoiding any injury to people or damage to the
environment and to ensure the Company complies at all times with the
appropriate laws;
(5) the avoid conflicts of interest and to not enter into any arrangements or
participate in any activity that would conflict with the interests of the
Company or prejudice the performance of the Company’s professional
duties;
(6) to be aware of Company policies and procedures and how such policies
and procedures relate to the performance of a role within the Company;
(7) to comply at all times with all laws and regulations relevant to the
functions and tasks within the Company and to report any breaches of
relevant laws or regulations to the Company Secretary; and
(8) to promote and maintain a culture of lawful and ethical behaviour.
Yes

www.aukingmining.com | ABN 29 070 859 522 | ASX Code: AKN

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ASX Recommendation Statement Commentary Compliant with ASX Recommendation / Explanation for Departure
3.3 - A listed entity should:
(a) have and disclose whistleblower policy; and
(b) ensure that the board or a committee of the board is
informed of any material incidents reported under that
policy
The company has implemented a whistleblower policy that is disclosed on
the company website. Any matters raised in relation to it will be advised to
the CEO and the Board.
Yes
3.4 - A listed entity should:
(a) have and disclose an anti-bribery and corruption policy;
and
(b) ensure that the board or a committee of the board is
informed of any material incidents reported under that
policy
The company has an anti-bribery and corruption policy included in its
Corporate Governance Charter that is disclosed on the company website.
Any matters raised in relation to it will be advised to the CEO and the Board.
Yes
Principle 4: Safeguard the integrity of corporate reports
A listed entity should have appropriate processes to verify the integrity of its corporate reports.
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.
There is no separate Audit Committee. No - The Board has not formally established an Audit and Risk
Management Committee as the Directors consider that the Company is
not of a size nor are its affairs of such complexity as to justify the
formation of this Committee.
The Board considers that it is able to efficiently and effectively oversee,
without establishing a separate Audit and Risk Management
Committee:
(1) the corporate reporting process; and
(2) the Company’s risk management framework.
In overseeing these matters, the Board will be guided by the Corporate
Governance Charter. The Company will review this position annually
and determine whether an Audit and Risk Management Committee
needs to be established.

www.aukingmining.com | ABN 29 070 859 522 | ASX Code: AKN

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ASX Recommendation Statement Commentary Compliant with ASX Recommendation / Explanation for Departure
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 CEO and CFO state in writing to the Board each reporting period that
the Company’s financial reports present a true and fair view, in all material
respects, of the Company’s financial and operational results and have been
properly maintained in accordance with all relevant accounting standards.
The CEO and CFO state in writing to the Board each reporting period that:
• the statement is founded on a sound system of risk management and
internal compliance and control which implements the policies adopted
by the Board.
• the Company’s risk management and internal compliance and control
system is operating efficiently and effectively in all material respects.
Yes
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.
All corporate reports are either prepared or reviewed by the CEO and CFO
and then by all members of the Board before they are released to the
market.
Yes
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.
5.1 - A listed entity should have and disclose a written policy for
complying with its continuous disclosure obligations under
listing rule 3.1
The Company has established policies and for complying with timely
disclosure of material information concerning the Company. This includes
internal reporting procedures in place to ensure that any material price
sensitive information is reported to the Company Secretary in a timely
manner. These policies and procedures are regularly reviewed to ensure
that the Company complies with its obligations at law and under the ASX
Listing Rules.
The Company’s Continuous Disclosure policy is included in the Corporate
Governance Charter published on the Company's website.
The Chairperson, CEO and Company Secretary will individually and
collectively be responsible for ensuring the Company complies with its
continuous disclosure obligations (ie, market sensitive material). The matter
of continuous disclosure is a permanent item on the agenda for all Board
meetings and is specifically addressed by each director at those meetings
Yes
5.2 - A listed entity should ensure that its board receives copies
of all material market announcements promptly after they have
been made
All Directors receive copies of all market announcements directly from the
ASX once the announcement is released to the market.
Yes
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 the presentation
The company’s Corporate Governance Charter requires that a copy of all
presentation material will be disclosed through the ASX prior to the briefing
and placed on the Company’s website after the briefing.
Yes

www.aukingmining.com | ABN 29 070 859 522 | ASX Code: AKN

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ASX Recommendation Statement Commentary Compliant with ASX Recommendation / Explanation for Departure
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.
6.1 - A listed entity should provide information about itself and
its governance to investors via its website.
AKN seeks to disclose all material information to shareholders as soon as
possible and as widely as possible, in keeping and complying with its
continuous disclosure requirements.
Information released to the ASX is also published on our website
immediately. Our website also contains copies of media releases published
by AKN as well as information in relation to our businesses and major
projects, our people, our financial results and our corporate governance
practices and policies.
The Company has a documented Communications Policy included in the
Corporate Governance Charter..
Yes
6.2 - A listed entity should design and implement an investor
relations program to facilitate effective two-way communication
with investors.
The Company does not currently have a formal documented investor
relations program.
Yes the Board reviews the investor relations program at each Board
meeting.
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.
Shareholders are encouraged to participate in the Annual General Meeting
(AGM) to ensure a high level of accountability and identification with the
Company’s strategies and goals. Important issues are presented to
shareholders as separate resolutions.
Shareholders who are unable to attend the AGM may vote by appointing a
proxy using the form included with the Notice of Meeting. Further,
shareholders are also invited to submit questions in advance of the AGM so
that the Company can ensure those issues are addressed at the meeting.
Yes
6.4 - A listed entity should ensure that all substantive
resolutions at a meeting of security holders are decided by a
poll rather than by a show of hands
All resolutions at meetings of security holders are to be decided by a poll. Yes
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.
Shareholders have the option to receive communications from, and send
communications to, the Company and its share registry, Link Market
Services, electronically.
Yes

www.aukingmining.com | ABN 29 070 859 522 | ASX Code: AKN

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ASX Recommendation Statement Commentary Compliant with ASX Recommendation / Explanation for Departure
Principle 7: Recognise and manage risk
A listed entity should establish a sound risk management framework and periodically review the effectiveness of that framework.
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.
AKN recognises the importance of managing risk and controlling its business
activities in a manner which enables it to maximise profitable opportunities,
avoid or reduce risks which may cause injury or loss, ensures compliance
with applicable laws and regulations, and enhances resilience to external
events.
Risk management is the process of continuously identifying, evaluating,
treating and monitoring exposures.
Risks may be controlled through the introduction of policies, procedures or
altered work practices however the most effective long-term method is
through the creation of a risk aware culture.
The Board is aware of the various risks that affect the Company and its
business. The risk procedures are under constant review as the Company’s
activities develop.
No – The Board considers that the Company is not of a size, nor is its
financial affairs of such complexity, to justify the formation of a
separate risk committee. The Board as a whole undertakes the
identification and management of risks that impact the Company.
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.
The Company’s Risk Management and underlying procedures and practices
are reviewed regularly at Board Meetings to ensure their continued
application and relevance. The Risk Management Policy is formally
documented and disclosed in the Corporate Governance Charter published
on the Company website.
Yes
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 governance, risk
management and internal control processes.
The Company does not have an internal audit function. Risk management
and internal controls are the responsibility of the Board and Senior
Management.
No – The Board considers that the Company is not of a size, nor is its
financial affairs of such complexity, to justify having an internal audit
function.

www.aukingmining.com | ABN 29 070 859 522 | ASX Code: AKN

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ASX Recommendation Statement Commentary Compliant with ASX Recommendation / Explanation for Departure
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.
The Company operates in a business that has exposure to environmental
risk in relation to exploration and development of its projects. The Company
ensures that all environmental requirements especially in relation to
rehabilitation of its exploration sites is completed in a timely manner and in
accordance with Governmental requirements.
Yes
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 and with the entity’s values and risk appetite.
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.
The Company does not have a Remuneration Committee. Remuneration is
the responsibility of the Board and Senior Management. The Board is
responsible for setting and reviewing the appropriateness of the nature and
amount of remuneration of Senior Management on a periodic basis by
reference to relevant market conditions with the overall objective of ensuring
maximum stakeholder benefit from the retention of a high quality
management team.
No - Due to the early stage of development and small size of the
Company, a separate remuneration committee was not considered to
add any efficiency to the process of determining the levels of
remuneration for the Directors and key executives. The Board
considers that it is more appropriate to set aside time at Board
meetings to specifically address matters that would ordinarily fall to a
remuneration committee. All matters of remuneration will continue to be
in accordance with Corporations Act requirements, especially in
respect of related party transactions. That is, none of the Directors
participate in any deliberations regarding their own remuneration or
related issues.
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.
Disclosure as to the nature and amount of remuneration paid to the Directors
of the Company is included in the Directors report and notes to the financial
statements in the Company’s annual report each year. The structure and
objectives of the remuneration policy and its links to the Company’s
performance is disclosed in the annual Directors’ Report.
It is the Company’s objective to provide maximum stakeholder benefit from
the retention of a high quality Board and Executive team by remunerating
Directors and other Key Management Personnel fairly and appropriately with
reference to relevant employment market conditions.
To assist in achieving this objective, the Board considers the nature and
amount of Executive Directors’ and Officers’ emoluments alongside the
company’s financial and operational performance.
Inaccordancewithbest practice corporate governance, the structure of
Yes

www.aukingmining.com | ABN 29 070 859 522 | ASX Code: AKN

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Executive and Non-Executive Director remuneration is separate and distinct. The Constitution of AuKing Mining Limited and the ASX Listing Rules specify that the Non-Executive Directors are entitled to remuneration as determined by the Company in a General Meeting to be apportioned among them in such manner as the Directors agree and, in default of agreement, equally. The maximum aggregate remuneration currently approved by shareholders for Directors’ fees is for a total of $250,000 per annum. If a Non-Executive Director performs extra services, which in the opinion of the Directors are outside the scope of the ordinary duties of the Director, the company may remunerate that Director by payment of a fixed sum determined by the Directors in addition to or instead of the remuneration referred to above. The remuneration of the Executive Directors and Senior Management may from time to time be fixed by the Board. The Board’s policy is to align Executive objectives with shareholder and business objectives by providing a fixed remuneration component and offering long-term incentives. The level of fixed remuneration is set so as to provide a base level of remuneration which is both appropriate to the position and is competitive in the market. Fixed remuneration is reviewed annually by the Board, and the process consists of a review of company-wide and individual performance, relevant comparative remuneration in the market and internal, and where appropriate, external advice on policies and practices. In relation to the payment of bonuses, options and other incentive payments, discretion is exercised by the Board, having regard to the overall performance of the Company and the performance of the individual during the year.

www.aukingmining.com | ABN 29 070 859 522 | ASX Code: AKN

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ASX Recommendation Statement Commentary Compliant with ASX Recommendation / Explanation for Departure
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.
The company has an equity based option scheme for Directors and staff.
Participants
The Corporate Governance Charter provides that a Director must disclose to
the Company any financial arrangements or margin loan the Director has
entered into in respect of any Securities which the Director holds in the
Company. Such disclosure by the Director should be on entering into the
arrangements and should include key terms of the arrangements, including
the number of Securities involved, the trigger points, any right of the lender
to sell unilaterally and any other material details.
Where a Director has entered into a margin loan or similar funding
arrangements, the Company may be under an obligation under Listing
Rule 3.19A to disclose the key terms of the arrangements, including the
detail of the contract, the nature of the interest, the interest acquired and
disposed, and the value/consideration.
In certain circumstances a margin loan may be required to be immediately
disclosed under Listing Rule 3.1. Determining whether a margin loan
arrangement is material and requires immediate disclosure is a matter which
the Company must decide having regard to the nature of its operations and
the particular circumstances of the Company.
Yes - Shares or Options allotted under the Plan may not be dealt with
(meaning for the purposes of this Plan disposed of, transferred,
encumbered or otherwise dealt with on such terms and with such
exceptions as the Directors see fit) by a Participant at any time until
they become Unrestricted.
The Options are not transferable in whole or in part and may not be
exercised by any other person (except, in the case of the Option
holder’s death, by his or her legal personal representative)
Additional recommendations that apply only in certain cases
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.
The company ensured that a translator was present for all Board meetings
and that all Board papers, resolutions, ASX announcements and reports
were translated into Chinese to ensure that any Chinese based directors
who did not speak or read English were able to fully discharge their
obligations. There are currently no Chinese based directors on the Board.
Yes
9.2 - A listed entity established outside Australia should ensure
that meetings of security holders are held at a reasonable place
and time.
N/A
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

www.aukingmining.com | ABN 29 070 859 522 | ASX Code: AKN