AUSMON RESOURCES LIMITED — Governance Information 2020

Sep 2, 2020

Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity:

Name of entity:
Ausmon Resources Limited
ABN / ARBN: 88 134 358 964	Financial year ended:
88 134 358 964	30 June 2020

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 September 2020 and has been approved by the board.

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

Date:

3 September 2020

Name of Director or 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.

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ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

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

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

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

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

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

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING
4.1	The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non- executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.	[If the entity complies with paragraph (a):] … the fact that we have an audit committee that complies with paragraphs (1) and (2): ☐in our Corporate Governance 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

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

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

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

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

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
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 StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement

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CORPORATE GOVERNANCE STATEMENT

Dated: 3 September 2020

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	Complies	The Company has a written agreement
	written agreement with each		with each director and senior executive
	director and senior executive		setting out the terms of his appointment.
	setting out 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 is assessed by the Board.

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 Does not See disclosure under 2.1(b) below. which: 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

The Board does not have a nomination (b) if it does not have a Complies committee. nomination committee, disclose that fact and the The Board consists of 3 persons: one processes it employs to independent director (Mr B Patkin) and address board succession two non-independent Director (Mr J Wang issues and to ensure that the and Mr E Sam Yue). board has the appropriate The Chairman in consultation with all the balance of skills, knowledge, Directors assesses the composition of the experience, independence and Board for balance in skills, knowledge, diversity to enable it to experience, independence and diversity to discharge its duties and recommend any additions and/or responsibilities effectively. succession plans to the Board and as the Company develops.

• (b) if it does not have a

2.2 A listed entity should have and Complies 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 a balanced mix of skills matrix. 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. New directors may be appointed to fill the gap in technical skills matrix and to achieve a gender mix as the Company develops. Currently the Chief Technical Officer adequately supports the Board on technical matters.

2.3[A listed entity should disclose:] Complies (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

• 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.

• (c) the length of service of each director.

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 Board believes that the present size of the Company’s 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 Board will consider increasing the size of the Board with independent Directors as the business develops further.

The chair of the board of a listed 2.5 Complies entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.

The Chairman Mr B Patkin is a nonexecutive and independent.

• A listed entity should have a

• 2.6 Complies program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively.

The Board has plans for directors to attend conferences and courses to acquire skills and knowledge in finance and the industry that the group operates that may be required for them to perform their duties 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 directors, senior executives and policy and an Anti-Bribery and employees; and Corruption Policy which provide a guide to ethical conduct of Directors, senior (b) disclose that code or a executives and employees. Those policies summary of it. are posted on the Company’s website.

A Whistle Blower policy has also been adopted and posted on the Company’s website..

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 (a) have an audit committee comply which:

(1) has at least three members, all of whom are nonexecutive 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,

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). The current stage of establishment and size of the group does not justify the cost of increasing the number of directors. Therefore, an audit committee with a composition that satisfies Recommendation 4.1 is not established.

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 Complies

• 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.

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 should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

Complies The Board requires Mr J Wang, the Managing Director, and Mr E Sam Yue, the Chief Financial Officer, to provide such a declaration at the relevant time.

4.3 A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.

Complies The auditor is invited to attend all AGMs to be available to provide responses on questions relevant to the audit.

5. Make timely and balanced disclosure

5.1	A listed entity should:	Complies	The group’s Corporate Governance
	(a) have a written policy for		Statement states the policies to ensure
	complying with its continuous		compliance with ASX Listing Rule
	disclosure obligations under		disclosure requirements.
	the Listing Rules; and		The Board has delegated the function of
	(b) disclose that policy or a summary of it.		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.
6.	Respect the rights of security
	holders
6.1	A listed entity should provide information about itself and its	Complies	The Company’s website www.ausmonresources.com.auprovides
	governance to investors via its		information on the Company and its
	website.		governance.
6.2	A listed entity should design and	Complies	The Company’s website
	implement an investor relations		www.ausmonresources.com.auprovides a
	program to facilitate effective		facility for investors to register their email
	two-way communication with		address for receipt of announcements made
	investors.		by the Company and also for investors to
			send emails to the Company.
6.3	A listed entity should disclose the policies and processes it has in	Complies	All shareholders are notified in writing of general meetings and encouraged to attend
	place to facilitate and encourage		and participate in person or by proxy or
	participation at meetings of		representative.
	security holders.
6.4	A listed entity should give	Complies	The Company’s website
	security holders the option to		www.ausmonresources.com.auprovides a
	receive communications from,		facility for investors to register their email
	and send communications to, the		address for receipt of announcements made
	entity and its security registry		by the Company and also for investors to
	electronically.		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

7.1[The board of a listed entity should:] Does not The Board consists of two non-independent (a) have a committee or comply Directors (Managing Director Mr J Wang and committees to oversee risk, Executive Director Mr E Sam Yue) and one each of which: independent and non-executive director (Chairman Mr B Patkin).

(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

The Board believes that the present size of the Company’s operations and current stage of its development do not justify the increased cost of a larger number of directors and that not establishing a risk committee will not adversely affect the Company. However, the Board will consider increasing the size of the Board with independent directors as the business develops further.

(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 (b) if it does not have a risk and management policy. committee or committees that The Board monitors and receives advice as satisfy (a) above, disclose that required on areas of operational and financial Complies fact and the processes it risk, and considers appropriate risk employs for overseeing the management strategies. 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.

• 7.2[The board or a committee of the ] Complies 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 Board reviews annually its risk management framework for its soundness.

The Board has reviewed its risk management during the year and no action has been proposed from the process.

• A listed entity should disclose:

• 7.3

• (a) if it has an internal audit Does not The current stage of establishment and size

• function, how the function is comply of the group does not justify the cost of

• structured and what role it increasing the number of staff to implement

• performs; or an internal audit function.

• (b) if it does not have an internal The evaluation and continuous improvement

• audit function, that fact and Complies in the effectiveness of its risk management

• the processes it employs for and internal control processes are considered

• evaluating and continually by the Board at its regular meetings.

• improving the effectiveness of its risk management and internal control processes.

• A listed entity should disclose

• 7.4 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

The board of a listed entity 8.1 The Board consists of two non-independent should: Directors (Managing Director Mr J Wang and Does not (a) have a remuneration Executive Director Mr E Sam Yue) and one comply committee which: 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 of the group does not justify the cost of (2) is chaired by an increasing the number of directors. independent director, Therefore, a remuneration committee with a and disclose: composition 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 (b) if it does not have a remuneration committee, Complies The Board reviews the level and composition disclose that fact and the of remuneration packages applicable to all

processes it employs for directors and senior executives at various setting the level and intervals by reference to market practice for composition of remuneration the industry in which the Company operates for directors and senior and the Company’s financial condition and its executives and ensuring that performance. Where necessary, the Board will such remuneration is obtain independent advice. 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.