AUSMON RESOURCES LIMITED - Governance Information 2018

Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity:

Ausmon Resources Limited
ABN / ARBN:		Financial year ended:
88 134 358 964		30 June 2018

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

☐ These pages of our annual report: ☒ This URL on our website: www.ausmonresources.com.au

The Corporate Governance Statement is accurate and up to date as at 3 August 2017 and has been approved by the board.

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

Date: 17 August 2018 Name of Director/Secretary authorising Eric Sam Yue lodgement:

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

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

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

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

Page 1

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

==> picture [701 x 333] intentionally omitted <==

----- Start of picture text -----

Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the We have NOT followed the recommendation in full for the whole
period above. We have disclosed … of the period above. We have disclosed … [4]
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should disclose: … the fact that we follow this recommendation: ☐ an explanation why that is so in our Corporate Governance
(a) the respective roles and responsibilities of its board and ☒ in our Corporate Governance Statement OR Statement OR
management; and
☐ at [ insert location ] ☐ we are an externally managed entity and this recommendation
(b) those matters expressly reserved to the board and those
is therefore not applicable
delegated to management. … and information about the respective roles and responsibilities of
our board and management (including those matters expressly
reserved to the board and those delegated to management):
☐ at [ insert location ]
1.2 A listed entity should: … the fact that we follow this recommendation: ☐ an explanation why that is so in our Corporate Governance
(a) undertake appropriate checks before appointing a person, or ☒ in our Corporate Governance Statement OR Statement OR
putting forward to security holders a candidate for election,
as a director; and ☐ at [ insert location ] ☐ we are an externally managed entity and this recommendation
is therefore not applicable
(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.
1.3 A listed entity should have a written agreement with each director … the fact that we follow this recommendation: ☒ an explanation why that is so in our Corporate Governance
and senior executive setting out the terms of their appointment. ☐ in our Corporate Governance Statement OR Statement OR
☐ at [ insert location ] ☐ we are an externally managed entity and this recommendation
is therefore not applicable
1.4 The company secretary of a listed entity should be accountable … the fact that we follow this recommendation: ☐ an explanation why that is so in our Corporate Governance
directly to the board, through the chair, on all matters to do with the ☒ in our Corporate Governance Statement OR Statement OR
proper functioning of the board.
☐ at [ insert location ] ☐ we are an externally managed entity and this recommendation
is therefore not applicable
----- End of picture text -----

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

Page 2

==> picture [701 x 431] intentionally omitted <==

----- Start of picture text -----

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

Page 3

==> picture [701 x 341] intentionally omitted <==

----- Start of picture text -----

Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the We have NOT followed the recommendation in full for the whole
period above. We have disclosed … of the period above. We have disclosed … [4]
PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE
2.1 The board of a listed entity should: [If the entity complies with paragraph (a):] ☒ an explanation why that is so in our Corporate Governance
(a) have a nomination committee which: … the fact that we have a nomination committee that complies with Statement OR
(1) has at least three members, a majority of whom are paragraphs (1) and (2): ☐ we are an externally managed entity and this recommendation
independent directors; and ☐ in our Corporate Governance Statement OR is therefore not applicable
(2) is chaired by an independent director,
☐ at [ insert location ]
and disclose:
… and a copy of the charter of the committee:
(3) the charter of the committee;
(4) the members of the committee; and ☐ at [ insert location ]
(5) as at the end of each reporting period, the number of … and the information referred to in paragraphs (4) and (5):
times the committee met throughout the period and ☐ in our Corporate Governance Statement OR
the individual attendances of the members at those
meetings; or ☐ at [ insert location ]
(b) if it does not have a nomination committee, disclose that [If the entity complies with paragraph (b):]
fact and the processes it employs to address board
… the fact that we do not have a nomination committee and the
succession issues and to ensure that the board has the
processes we employ to address board succession issues and to
appropriate balance of skills, knowledge, experience,
ensure that the board has the appropriate balance of skills,
independence and diversity to enable it to discharge its
knowledge, experience, independence and diversity to enable it to
duties and responsibilities effectively.
discharge its duties and responsibilities effectively:
☒ in our Corporate Governance Statement OR
☐ at [ insert location ]
2.2 A listed entity should have and disclose a board skills matrix … our board skills matrix: ☐ an explanation why that is so in our Corporate Governance
setting out the mix of skills and diversity that the board currently ☒ in our Corporate Governance Statement OR Statement OR
has or is looking to achieve in its membership.
☐ at [ insert location ] ☐ we are an externally managed entity and this recommendation
is therefore not applicable
----- End of picture text -----

Page 4

==> picture [701 x 410] intentionally omitted <==

----- Start of picture text -----

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

Page 5

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the We have NOT followed the recommendation in full for the whole period above. We have disclosed … of the period above. We have disclosed …[4]

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

Page 6

==> picture [701 x 371] intentionally omitted <==

----- Start of picture text -----

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

Page 7

Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1 The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework. [If the entity complies with paragraph (a):] … the fact that we have a committee or committees to oversee risk that comply with paragraphs (1) and (2): `☐`in our Corporate Governance Statement OR `☐`at [insert location] … and a copy of the charter of the committee: `☐`at [insert location] … and the information referred to in paragraphs (4) and (5): `☐`in our Corporate Governance Statement OR `☐`at [insert location] [If the entity complies with paragraph (b):] … the fact that we do not have a risk committee or committees that satisfy (a) and the processes we employ for overseeing our risk management framework: `☒`in our Corporate Governance Statement OR `☐`at [insert location] `☒` an explanation why that is so in our Corporate Governance Statement
7.2	The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and (b) disclose, in relation to each reporting period, whether such a review has taken place.	… the fact that board or a committee of the board reviews the entity’s risk management framework at least annually to satisfy itself that it continues to be sound: `☒`in our Corporate Governance Statement OR `☐`at [insert location] … and that such a review has taken place in the reporting period covered by this Appendix 4G: `☒`in our Corporate Governance Statement OR `☐`at [insert location]	`☐` an explanation why that is so in our Corporate Governance Statement

Page 8

==> picture [701 x 245] intentionally omitted <==

Page 9

==> picture [701 x 426] intentionally omitted <==

----- Start of picture text -----

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

Page 10

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

Page 11

CORPORATE GOVERNANCE STATEMENT Dated: 17 August 2018

This table on Corporate Governance Statement sets out the extent to which the group has followed the recommendations of the ASX Corporate Governance Principles and Recommendations – 3[rd] edition.

	Principles and	Compliance	Comment
	Recommendations
1.	Lay solid foundations for
	management and oversight
1.1	A listed entity should disclose:	Complies	The group's Corporate Governance
	(a) the respective roles and responsibilities of its board and management; and		Statement includes a Board Charter, which states the specific responsibilities of the Board and management. The Board delegates responsibility for the day to day
			operations and administration of the group
	(b) those matters expressly		to the executive director.
	reserved to the board and
	those delegated to
	management.
1.2	A listed entity should:	Complies	The Board has carried out checks on each
	(a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election as a director; and		director’s character, experience, education and qualifications. No adverse information has been revealed from the checks on any director. The Board will carry out appropriate checks on each director before he or she is put forward for election.
	(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.
1.3	A listed entity should have a	Does not	There is no written agreement with each
	written agreement with each	comply	director. The Board will implement written
	director and senior executive		agreement with each director and senior
	setting out the terms of their		executive to formalise the mutual
	appointment.		understanding of the terms of their
			appointment.
1.4	The company secretary of a listed	Complies	The appointment or removal of the
	entity should be accountable		company secretary is made with Board’s
	directly to the board, through the		approval and the role and accountability of
	chair, on all matters to do with the		the company secretary is also approved by
	proper functioning of the board.		the Board.
1.5	A listed entity should:	Complies	The Company has a Diversity Policy that
	(a) have a diversity policy which		sets measurable objectives and their
			achievements at the end of each financial

includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them;

(b) disclose that policy or a summary of it; and

(c) disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity’s diversity policy and its progress towards achieving them, and either:

(1) the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or

(2) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act.

1.6 A listed entity should:

(a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and
(b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

Complies

year and is reported at the time the annual report is released.

The Diversity Policy is disclosed on the Company’s website www.ausmonresources.com.au. It sets out the measurable objectives for achieving gender diversity set by the Board.

The operations of the Group during the financial year did not require an increase in Board members and number of personnel. Consequently no progress has been made towards achieving the objectives set out in the Diversity Policy.

The Company is not a “relevant employer” under the Workplace Gender Equality Act.

The Board undertakes bi-annual selfassessment of its collective performance and the performance of the Chairman. The Chairman undertakes a bi-annual assessment of the performance of individual directors.

A performance evaluation has been undertaken during the year and no action has been proposed from the process.

1.7 A listed entity should:
(a) have and disclose a process for periodically evaluating the performance of its senior executives; and
(b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

The Board through its Chairman, being the only non-executive, undertakes bi-annual assessment of its senior executives.

A performance evaluation has been undertaken by the Chairman for the Managing Director (Mr J Wang) and the Executive Director/Company Secretary (Mr Eric Sam Yue) who are the two senior executives during the year and no action has been proposed from the process.

2. Structure the Board to Add Value

2.1

The board of a listed entity should:

(a) have a nomination committee which:

Does not See disclosure under 2.1(b) below. comply

(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

Complies

The Board does not have a nomination committee. The Board consists of 3 persons: one independent director (Mr B Patkin) and two non-independent Director (Mr J Wang and Mr E Sam Yue).

The Chairman in consultation with all the Directors assesses the composition of the Board for balance in skills, knowledge, experience, independence and diversity to recommend any additions and/or

responsibilities effectively.

succession plans to the Board and as the Company develops.

2.2 A listed entity should have and Complies The Board has a balanced mix of skills disclose a board skills matrix matrix. setting out the mix of skills and The Chairman, Mr B Patkin is a broker
diversity that the board currently experienced in funds raising, business
has or is looking to achieve in its management and corporate governance.
membership.

The Chairman, Mr B Patkin is a broker experienced in funds raising, business management and corporate governance.

Mr J Wang is a financial executive with corporate governance skills.

Mr E Sam Yue is a Chartered Accountant with financial and corporate governance experience within ASX listed companies.

The Board is seeking to appoint a director with technical skills following the resignation of Dr R Shaw in October 2017 and in the meantime has appointed a Chief Technical Officer to support the Board.

A listed entity should disclose:
2.3
(a) the names of the directors considered by the board to be independent directors;
(b) if a director has an interest, position, association or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and
(c) the length of service of each director.
Complies

The Board consist of 3 Directors:

Chairman Mr B Patkin is an independent director appointed in July 2014.
Mr J Wang is a founder director appointed in November 2008 and currently the Managing Director therefore not independent.
Mr E Sam Yue is an executive appointed in October 2017 and therefore not independent.
Dr R Shaw was appointed in September 2016 became an executive soon after his appointment until his resignation in October 2017 and was not independent.
2.4 A majority of the board of a listed Does not entity should be independent comply directors.

The Board consist of one independent nonexecutive director Mr B Patkin, two nonindependent Directors, Mr J Wang who is the Managing Director and Mr E Sam Yue who is an executive.

The Company believes that the present size of its operations and current stage of its development do not justify the increased cost of a larger number of directors and that the non-compliance to Recommendation 2.4 will not adversely affect the Company. However, the Company will consider

increasing the size of the Board with independent Directors as the business develops further.

The chair of the board of a listed The Chairman Mr B Patkin is a non- 2.5 Complies entity should be an independent executive and independent. director and, in particular, should not be the same person as the CEO of the entity.

A listed entity should have a The Board has plans for directors to attend 2.6 Complies program for inducting new conferences and courses to acquire skills directors and provide appropriate and knowledge in finance and the industry professional development that the group operates that may be opportunities for directors to required for them to perform their duties develop and maintain the skills effectively. and knowledge needed to perform their role as directors effectively.

3. Act ethically and responsibly

A listed entity should: 3.1 Complies The group's Corporate Governance (a) have a code of conduct for its Statement includes a Code of Conduct on directors, senior executives and Ethical Standards, which provides a guide employees; and to ethical conduct of Directors, senior executives and employees. (b) disclose that code or a The group's Corporate Governance summary of it.

The group's Corporate Governance Statement also includes a Code of Conduct on Securities Trading. A Securities Trading Policy has been lodged with the Australian Securities Exchange and publicly released on 23 December 2010.

4. Safeguard integrity in corporate reporting

The board of a listed entity 4.1 should:

Does not The Board consists of two non-independent (a) have an audit committee comply Directors (Managing Director Mr J Wang which: and Executive Director Mr E Sam Yue) and (1) has at least three members, one independent and non-executive director all of whom are non(Chairman Mr B Patkin). The current stage executive directors and a of establishment and size of the group does majority of whom are not justify the cost of increasing the independent directors; and number of directors. Therefore an audit committee with a composition that satisfies (2) is chaired by an Recommendation 4.1 is not established. 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 Complies corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.

All matters relating to the audit functions and to safeguard the integrity of the group’s corporate reporting are handled by the Board.

4.2 The board of a listed entity Complies The Board requires Mr J Wang, the should, before it approves the Managing Director, and Mr E Sam Yue, entity’s financial statements for a the Chief Financial Officer, to provide financial period, receive from its such a declaration at the relevant time. 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.

4.3 A listed entity that has an AGM Complies The auditor is invited to attend all AGMs should ensure that its external to be available to provide responses on auditor attends its AGM and is questions relevant to the audit. available to answer questions from security holders relevant to the audit.

5. Make timely and balanced disclosure A listed entity should: 5.1 Complies The group’s Corporate Governance

(a) have a written policy for
complying with its continuous
disclosure obligations under
the Listing Rules; and
(b) disclose that policy or a
summary of it.
6.
Respect the rights of security
holders
6.1
A listed entity should provide
information about itself and its
governance to investors via its
website.
Complies
6.2
A listed entity should design and
implement an investor relations
program to facilitate effective
two-way communication with
investors.
Complies
6.3
A listed entity should disclose the
policies and processes it has in
place to facilitate and encourage
participation at meetings of
security holders.
Complies
6.4
A listed entity should give
security holders the option to
receive communications from,
and send communications to, the
entity and its security registry
electronically.
Complies

Statement states the policies to ensure
compliance with ASX Listing Rule
disclosure requirements.
The Board has delegated the function of
continuous disclosure as required under the
ASX Listing Rules to the Managing
Director and the Company Secretary to
assess the type of information that needs to
be disclosed and to ensure that group’s
announcements are made in a timely
manner, are factual, do not omit material
information and are in compliance with the
ASX Listing Rules. Information which is
considered to be price sensitive is approved
by the Board before its release.
The Company’s website
www.ausmonresources.com.au provides
information on the Company and its
governance.
The Company’s website
www.ausmonresources.com.au provides a
facility for investors to register their email
address for receipt of announcements made
by the Company and also for investors to
send emails to the Company.
All shareholders are notified in writing of
general meetings and encouraged to attend
and participate in person or by proxy or
representative.
The Company’s website
www.ausmonresources.com.au provides a
facility for investors to register their email
address for receipt of announcements made
by the Company and also for investors to
send emails to the Company.
The Company’s share registry Boardroom
Pty Limited has facilities on their website
www.boardroomlimited.com.aufor
investors to receive and send
communications electronically.

7. Recognise and manage risk The board of a listed entity 7.1 Does not The Board consists of two non-independent should: comply Directors (Managing Director Mr J Wang and (a) have a committee or Executive Director Mr E Sam Yue) and one committees to oversee risk, independent and non-executive director each of which: (Chairman Mr B Patkin). The Company believes that the present size of (1) has at least three its operations and current stage of its members, a majority of development do not justify the increased cost whom are independent of a larger number of directors and that not directors; and establishing a risk committee will not (2) is chaired by an adversely affect the Company. However, the independent director, Company will consider increasing the size of the Board with independent directors as the and disclose: business develops further.

(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 The group's Corporate Governance meetings; or Statement includes a business risk oversight and management policy. (b) if it does not have a risk committee or committees that Complies The Board monitors and receives advice as satisfy (a) above, disclose required on areas of operational and financial that fact and the processes it risk, and considers appropriate risk management strategies.

(b) if it does not have a risk Complies committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.

Specific areas of risk that are identified are regularly considered by Board discussions. Included in these areas are performance of activities, human resources, health, safety and the environment, continuous disclosure obligations, asset protection and financial exposures.

The board or a committee of the 7.2 Complies board should:

(a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and

The Board reviews annually its risk management framework for its soundness.

(b) disclose, in relation to each reporting period, whether

The Board has reviewed its risk management during the year and no action has been

such a review has taken place.

proposed from the process.

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	Does not comply	The current stage of establishment and size of the group does not justify the cost of increasing the number of staff to implement an internal audit function.
	(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	Complies	The evaluation and continuous improvement in the effectiveness of its risk management and internal control processes are considered by the Board at its regular meetings.
	its risk management and
	internal control processes.
7.4	A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.	Complies	The business of minerals exploration of the company exposes it to environmental and social sustainability risks. Independent technical advisers are engaged when required to assist in the operations and advise on management and containment of those risks.
8.	Remunerate fairly and
	responsibly
8.1	The board of a listed entity should: (a) have a remuneration committee which:	Does not comply	The Board consists of two non-independent Directors (Managing Director Mr J Wang and Executive Director Mr E Sam Yue) and one independent and non-executive director
			(Chairman Mr B Patkin).
	(1) has at least three members,
	a majority of whom are
	independent directors; and		The current stage of establishment and size
	(2) is chaired by an independent director,		of the group does not justify the cost of increasing the number of directors. Therefore a remuneration committee with a composition
	and disclose:		that satisfies Recommendation 8.1 is not
			established.
	(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		The Board reviews the level and composition of remuneration packages applicable to all

(b) if it does not have a		directors and senior executives on at various
remuneration committee, disclose that fact and the	Complies	intervals by reference to market practice for the industry in which the Company operates
processes it employs for		and the Company’s financial condition and its
setting the level and		performance. Where necessary, the Board will
composition of remuneration		obtain independent advice.
for directors and senior
executives and ensuring that
such remuneration is
appropriate and not excessive.

8.2 A listed entity should separately Complies The group's Corporate Governance Statement disclose its policies and practices describes the policies and practices regarding regarding the remuneration of the remuneration of non-executive directors non-executive directors and the and the remuneration of executive directors remuneration of executive and other senior executives. directors and other senior The Company's Constitution provides that executives. the remuneration of non-executive directors will be not more than such fixed sum per annum as may from time to time be determined by a general meeting.

The Board reviews the remuneration packages and policies applicable to all directors and senior executives at various intervals. Where necessary, the Board will obtain independent advice.

A listed entity which has an 8.3 Complies The Company does not permit the use of equity-based remuneration derivatives or otherwise by participants in the scheme should: Employee Incentive Plan.

(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.

AI assistant

AUSMON RESOURCES LIMITED Governance Information 2018

64392_rns_2018-08-19_72b4c079-412e-476f-8950-a12bd08a64c2.pdf

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity:

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

CORPORATE GOVERNANCE STATEMENT Dated: 17 August 2018

2. Structure the Board to Add Value

responsibilities effectively.

3. Act ethically and responsibly

4. Safeguard integrity in corporate reporting

AI assistant

AUSMON RESOURCES LIMITED — Governance Information 2018

64392_rns_2018-08-19_72b4c079-412e-476f-8950-a12bd08a64c2.pdf

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity:

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

CORPORATE GOVERNANCE STATEMENT Dated: 17 August 2018

2. Structure the Board to Add Value

responsibilities effectively.

3. Act ethically and responsibly

4. Safeguard integrity in corporate reporting

More from AUSMON RESOURCES LIMITED

AUSMON RESOURCES LIMITED Governance Information 2018