AUSMON RESOURCES LIMITED — Governance Information 2021

Sep 21, 2021

AUSMON RESOURCES LIMITED ABN 88 134 358 964 CORPORATE GOVERNANCE STATEMENT – 22 September 2021

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 – 4[th ] edition. The Corporate Governance Statement is posted on the group's website (www.ausmonresources.com.au) for reference on disclosures.

Principles and Compliance Comment Recommendations

	Recommendations
1.	Lay solid foundations for
	management and oversight
**1.1 **	A listed entity should have and	Complies	The group's Corporate Governance
	disclose a board charter setting		Statement includes a Board Charter, which
	out:		specifies the responsibilities of the Board
	(a) the respective roles and responsibilities of its board and management; and		and management. The Board delegates responsibility to the senior executive team, that includes executive directors, for implementation of the group’s strategic
			objectives as approved by the Board,
	(b) those matters expressly		operations and administration of the group.
	reserved to the board and
	those delegated to
	management.
**1.2 **	A listed entity should:	Complies	The Board carries out checks on each
	(a) undertake appropriate checks before appointing a director or senior executive, or putting someone forward for election as a director; and		director’s character, experience, academic and professional qualifications, criminal record and bankruptcy history before he or she is appointed or put forward for election at a general meeting. Discovery of material adverse information from those checks
	(b) provide security holders with		will stop the Board making and/or
	all material information in its		recommending an appointment. No
	possession relevant to a		adverse information on directors has been
	decision on whether or not to		revealed to date. All relevant information
	elect or re-elect a director.		on a director put forward for election is
			contained in the notice of general meeting.
			The Annual Report and the group’s
			website contain relevant information on
			each director.
**1.3 **	A listed entity should have a	Complies	Written agreement between each director
	written agreement with each		and senior executive and the Company
	director and senior executive		setting out the terms of his/her
	setting out the terms of their		appointment is in put place as a condition
	appointment.		of an 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

directly to the board, through the chair, on all matters to do with the proper functioning of the board.

• 1.5 A listed entity should:

• (a) have and disclose a diversity policy;

Complies

approval and the role and accountability of the Company Secretary is also approved by the Board. Each member of the Board has unfettered access to the Company Secretary and vice versa.

The group has a Diversity Policy that sets measurable objectives and that is disclosed on the group’s website

www.ausmonresources.com.au.

• (b) through its board or a committee set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and

• (c) disclose in relation to each reporting period:

• (1) the measurable objectives set for that period to achieve gender diversity;

• (2) the entity’s progress towards achieving those objectives; and

• (3) either:

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

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

1.6 A listed entity should:

• (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and

• (b) disclose for each reporting period whether a performance

• Complies

The group has a very small management team aligned with its size of operations.

Achievement of specific numerical targets for diverse gender representation on the Board and in key operational role within specified timeframe is aspirational at this time.

The Board consists of 3 male directors Messrs Boris Patkin, John Wang and Eric Sam Yue. There is no current plan to add female representation to increase the size of the Board, although this may be considered in future as the group grows.

With low activity in 2020 due to the Covid-19 pandemic no female is represented in operational role at this time. Operations are carried out by external service providers and 2 Executive Directors with one part-time staff.

When capital is available and activities increase it is the group’s intention to add new female senior executives.

The group 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.

Performance evaluations have been undertaken in accordance with that process

evaluation has been in the financial year 2021 and no action was undertaken in accordance with required. that process during or in respect of that period.

• 1.7 A listed entity should:

(a) have and disclose a process for Complies evaluating the performance of its senior executives at least once every reporting period; and

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

For the financial year 2021 the group has (b) disclose for each reporting Complies undertaken performance evaluations in period whether a performance evaluation has been accordance with that process. undertaken in accordance with that process during or in respect of that period.

2. Structure the Board to be effective and 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

• (b) if it does not have a

Complies nomination committee, The Board does not have a nomination disclose that fact and the committee. processes it employs to The Board consists of 3 persons: one address board succession independent director (Mr B Patkin) and issues and to ensure that the two non-independent Directors (Mr J board has the appropriate Wang and Mr E Sam Yue). balance of skills, knowledge, experience, independence and The Chairman in consultation with all the

diversity to enable it to discharge its duties and responsibilities effectively.

• 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.

Directors assesses the composition of the Board for balance in skills, knowledge, experience, independence and diversity to recommend any additions and/or succession plans to the Board and as the group develops.

The Board has a balanced mix of skills matrix.

The Chairman, Mr B Patkin is an investment broker experienced in funds raising, business management and public company corporate governance.

Mr J Wang is a financial executive with corporate management and 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 group develops. Currently the Chief Technical Officer adequately supports the Board on minerals exploration and development technical matters.

• 2.3[A listed entity should disclose:] (a) the names of the directors Complies

• considered by the board to be independent directors;

• (b) if a director has an interest, position, association or Complies 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 Complies

• director.

• 2.4 A majority of the board of a listed Does not entity should be independent comply directors.

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.

All Board members have a professional background with significant investment in shares of the Company, therefore have their interests aligned with all shareholders, are committed to act in the best interests of the group.

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 its operations and current stage of its development do not justify the increased cost of a larger number of Directors and that non-compliance to Recommendation 2.4 will not adversely affect the Company having regards to their professional background and shareholdings. However, the Board will consider increasing its size 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.

A listed entity should have a 2.6 Complies program for inducting new directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively.

The Chairman Mr B Patkin is a nonexecutive and independent.

The group does not operate a specific program of induction for new directors who are usually selected based on their already acquired experience of public company management and knowledge about the group’s business. The Board encourages directors to attend conferences and external courses to acquire skills and knowledge in finance, corporate governance and the industry in which the Company operates that may be required for them to perform their duties effectively.

3. Instil a culture of acting lawfully, ethically and responsibly

A listed entity should articulate 3.1 Complies The group's Corporate Governance and disclose its values. Statement includes a Code of Conduct, an Anti-bribery and Corruption Policy, a Whistle Blower Policy and a Share Trading Policy which provide a guide on the values of the group and to expected standards of conduct of Directors, senior executives, employees and contractors. The Code of Conduct and the policies are posted on the group’s website. A listed entity should: 3.2 Complies The group's Corporate Governance (a) have and disclose a Statement includes a Code of Conduct, an code of conduct for its Anti-bribery and Corruption Policy and a Share Trading Policy as guides for directors, senior standards of conduct of Directors, senior executives and executives and employees. employees; and (b) ensure the board or a

committee of the board The Company Secretary has responsibility is informed of any to inform the Board of any material material breaches of breaches of the code and policies. that code.

A listed entity should: 3.3 Complies The group has a Whistleblower Policy that (a) have and disclose a is posted on the group’s website. whistleblower policy; and Mr E Sam Yue, Executive Director and (b) ensure that the board or Company Secretary, is appointed the a committee of the Whistleblower Officer with responsibility board is informed of to investigate the substance of any any material incidents complaint regarding disclosable reported under that matters and report material incidents to policy. the Board as deemed necessary. A listed entity should: 3.4 Complies The group has an Anti-bribery and (a) have and disclose an Corruption Policy that is posted on the group’s website and available to all anti-bribery and directors, executives, employees and corruption policy; and contractors. (b) ensure that the board or a committee of the Mr E Sam Yue, Executive Director and board is informed of Company Secretary, is the appointed officer to investigate the substance of any any material breaches breaches and to report material breaches to of that policy. the Board as deemed necessary.

	board is informed of any material breaches of that policy.		Company Secretary, is the appointed officer to investigate the substance of any breaches and to report material breaches to the Board as deemed necessary.
4.	Safeguard the integrity of
	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-	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).
	executive directors and a majority of whom are independent directors; and		The current stage of establishment and size of business of the group and having regards to the level of risk in reporting
	(2) is chaired by an independent director, who is not the chair of the board,		does not justify the cost of increasing the number of directors in order to set up an audit committee consisting of independent directors. Therefore, an audit committee with a composition that satisfies
	and disclose:		Recommendation 4.1 is not established.
	(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.

Complies 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 should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor.

Complies Periodic financial, activities and directors’ reports not audited or reviewed by an external auditor are usually prepared by the Executive Directors and Chief Technical Officer and are subject to review by an external corporate consultant before their approval by directors and release to the market.

5. Make timely and balanced disclosure

• A listed entity should have and

• 5.1 Complies disclose a written policy for complying with its continuous disclosure obligations under

The group’s Corporate Governance Statement states the policies to ensure compliance with ASX Listing Rules

listing rule 3.1.

disclosure requirements.

5.2 A listed entity should ensure that its board receives copies of all material announcements promptly after they have been made. Complies 5.3 A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation Complies 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 have an investor relations program that facilitates effective two-way communication with investors Complies 6.3 A listed entity should disclose how it facilitates and encourages participation at meetings of security holders. Complies 6.4 A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than a show of hands. Complies

The Board has delegated the function of continuous disclosure as required under the ASX Listing Rule 3.1 to the Executive Directors and the Company Secretary assisted by external service providers 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 Secretary has responsibility to copy all announcements to all Directors as soon as they are released. The Company Secretary is responsible to release all investor or analyst presentations on the ASX Market Announcements Platform prior to the start of presentations. Where practicable security holders and investors are given the opportunity to participate by webcast of the presentations. The group’s website www.ausmonresources.com.auprovides information on the group and its governance. The group’s website www.ausmonresources.com.auprovides 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. Where practicable, participation of security holders is made by webcast. All resolutions proposed at a general meeting of security shareholders are decided only by a poll and no show of hand voting is carried out.

6.5 A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically. Complies 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. Does not comply Complies

The Company’s share registry Boardroom Pty Limited has facilities on their website www.boardroomlimited.com.aufor investors to receive and send communications electronically. The email address, telephone and facsimile numbers of Boardroom Pty Limited are posted on the group’s website. The Board consists of 5 non-independent Directors. The Board believes that the present size of the group’s operations and current stage of its development do not justify the increased cost of a larger number of Directors to set up a risk committee consisting of independent directors and that the absence of a risk committee will not adversely affect the group. However, the Board will consider increasing its size with independent Directors as the business develops further. The group's Corporate Governance Statement includes a business risk oversight and management policy. The Board monitors and receives advice as required on areas of operational, legal and financial risk and considers appropriate risk management strategies.

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, governance, continuous disclosure obligations, asset protection and financial exposures.

**7.2 **	The board or a committee of the board should:	Complies	The Board reviews annually its risk management framework for its soundness
	(a) review the entity’s risk		and the risk level it is assuming.
	management framework at
	least annually to satisfy itself
	that it continues to be sound
	and that the entity is operating
	with due regard to the risk
	appetite set by the Board; and		The review takes place at the time of
	(b) disclose, in relation to each reporting period, whether such		approval of the Annual Report and Half Year Report and no issue is reported.
	a review has taken place.
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 governance, risk management and internal control processes are considered by regular discussions between the Directors.
	its governance, risk
	management and internal
	control processes.
7.4	A listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does, how it manages or intends to manage those risks.	Complies	The business of minerals exploration of the group exposes it to environmental and social risks. Independent technical advisers are engaged to review the operations and advise on management and containment of those risks as and when required.
8.	Remunerate fairly and
	responsibly
8.1	The board of a listed entity should:	Does not comply	The Board consists of two non-independent Directors (Managing Director Mr J Wang and
	(a) have a remuneration		Executive Director Mr E Sam Yue) and one
	committee which:		independent and non-executive director
	(1) has at least three members, a majority of whom are independent directors; and		(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 to form a
	(2) is chaired by an independent		remuneration committee consisting of
	director,		independent directors. Therefore, a
	and disclose:		remuneration committee with a composition that satisfies Recommendation 8.1 is not
	(3) the charter of the committee;		established.

• (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 Complies processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.

The Board reviews the level and composition of remuneration packages applicable to all Directors and senior executives on an annual basis by reference to market practice for the industry in which the group operates. Where necessary, the Board will obtain independent advice.

• 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. The policies and directors and other senior practices are also described in the Annual executives. Report.

The Company's Constitution provides that 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 on an annual basis. Where necessary, the Board will obtain independent advice.

A listed entity which has an 8.3 Complies equity-based remuneration scheme should:

The Company does not permit the use of derivatives or otherwise by participants in the 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.