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AVIRA RESOURCES LTD Governance Information 2025

Sep 29, 2025

64473_rns_2025-09-29_dc7882e0-aa04-41da-a3b7-8ff878e1b0ae.pdf

Governance Information

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Rules 4.7.3 and 4.10.3

AVIRA RESOURCES LIMITED

(COMPANY) ACN 131 715 645

CORPORATE GOVERNANCE STATEMENT

This Corporate Governance Statement is current as at 30 September 2025 and has been approved by the Board of the Company on that date.

This Corporate Governance Statement discloses the extent to which the Company has, during the financial year ended 30 June 2025, followed the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations (4[th] Edition) ( Recommendations ). The Recommendations are not mandatory, however the Recommendations that have not been followed for any part of the reporting period have been identified and reasons provided for not following them along with what (if any) alternative governance practices the Company intends to adopt in lieu of the recommendation.

The Company has adopted a Corporate Governance Plan containing a suite of policies and charters which provide the written terms of reference for the Company’s corporate governance duties.

The Company’s Corporate Governance Plan is available on the Company’s website at www.aviraresourcesltd.com.au

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RECOMMENDATIONS (4 [TH ] EDITION) COMPLY EXPLANATION
Principle 1: Lay solid foundations for management and oversight
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RECOMMENDATIONS (4THEDITION)
COMPLY
EXPLANATION
RECOMMENDATIONS (4THEDITION)
COMPLY
EXPLANATION
RECOMMENDATIONS (4THEDITION)
COMPLY
EXPLANATION
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1 The Company has adopted a Board Charter that sets out the specific
A listed entity should have and disclose a charter which sets YES
roles and responsibilities of the Board, the Chair and management and

out:
includes a description of those matters expressly reserved to the Board
(a) the respective roles and responsibilities of its board and those delegated to management.
The Board Charter sets out the specific responsibilities of the Board,
and management, and

(b) those matters expressly reserved to the board and
requirements as to the Board’s composition, the roles and responsibilities
of the Chair and Company Secretary, the establishment, operation and
those delegated to management.
management of Board Committees, Directors’ access to Company

records and information, details of the Board’s relationship with
management, details of theBoard’s performancereviewand details of

1

Rules 4.7.3 and 4.10.3

RECOMMENDATIONS (4[TH ] EDITION)

COMPLY EXPLANATION

  • the Board’s disclosure policy. A copy of the Company’s Board Charter, which is part of the Company’s Corporate Governance Plan, is available on the Company’s website.

  • Recommendation 1.2 (a) The Company has guidelines for the appointment and selection of the Board in its Corporate Governance Plan. The Company’s

  • A listed entity should: YES Nomination Committee Charter (in the Company’s Corporate

  • (a) undertake appropriate checks before appointing a Governance Plan) requires the Board, as the Company does not director or senior executive or putting someone currently have a Nomination Committee, to ensure appropriate forward for election as a director; and checks (including checks in respect of character, experience, education, criminal record and bankruptcy history (as appropriate))

  • (b) provide security holders with all material information are undertaken before appointing a person or putting forward to

  • relevant to a decision on whether or not to elect or resecurity holders a candidate for election, as a Director.

  • elect a director. (b) Under the Nomination Committee Charter, all material information relevant to a decision on whether or not to elect or re-elect a Director must be provided to security holders in the Notice of Meeting containing the resolution to elect or re-elect a Director. The Company provides a detailed biography for each director being put forward for election or re-election as a director. The biography contains details of relevant qualifications and experience that demonstrate that the individual is suitable for election to the Board.

  • Recommendation 1.3 The Company’s Nomination Committee Charter requires the Nomination Committee (or, in its absence, the Board) to ensure that

  • A listed entity should have a written agreement with each YES each Director and senior executive is a party to a written agreement

  • director and senior executive setting out the terms of their with the Company which sets out the terms of that Director’s or senior

  • appointment. executive’s appointment. The Company has written agreements with each of its Directors and senior executives.

(a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and

(b) provide security holders with all material information relevant to a decision on whether or not to elect or reelect a director.

2

Rules 4.7.3 and 4.10.3

Recommendation 1.4

The company secretary of a listed entity should be YES accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.

The Board Charter outlines the roles, responsibility and accountability of the Company Secretary. In accordance with this, the Company Secretary is accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board.

Recommendation 1.5

  • (a) The Company has adopted a Diversity Policy which provides a framework for the Company to establish and achieve measurable diversity objectives, including in respect of gender diversity. The Board periodically reviews the Diversity Policy which allows the Board to set measurable gender diversity objectives, if considered appropriate, and to assess annually both the objectives if any have been set and the Company’s progress in achieving them.

A listed entity should: YES (Partially)

  • (a) have and disclose a diversity policy;

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

  • (b) The Board does not intend to set measurable gender diversity objectives because:

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

  • the Company has a small number of employees and has not had a high staff turnover at any level of the business, or a business need to employ additional staff that would enable it to work towards a set diversity target; and

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

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

  • if it becomes necessary to appoint any new Directors or senior executives, the Board considered the application of a measurable gender diversity objective requiring a specified proportion of women on the Board and in senior executive roles will, given the small size of the Company and the Board, unduly limit the Company from applying the Diversity Policy as a whole and the Company’s policy of appointing based on skills and merit: 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.

  • (c) Currently, all members of key management personnel are men.

Recommendation 1.6 YES A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and

  • YES (a) The Board, in the absence of a Nomination Committee, is responsible for evaluating the performance of the Board, its committees and individual Directors on an annual basis. It may do so with the aid of an independent advisor. The process for this is set out in the Company’s Corporate Governance Plan, which is available on the

3

Rules 4.7.3 and 4.10.3

individual directors; and

  • (b) disclose, for each reporting period, whether a performance evaluation has been undertaken in accordance with that process during or in respect of that reporting period.

Company’s website.

  • (b) The Company has completed informal performance evaluations in respect of the Board and individual directors for the past financial year in accordance with the process set out in the Board Charter.
individual directors; and
(b) disclose, for each reporting period, whether a
performance evaluation has been undertaken in
accordance with that process during or in respect of
that reporting period.
Company’s website.
(b) The Company has completed informal performance evaluations in
respect of the Board and individual directors for the past financial
year in accordance with the process set out in the Board Charter.
Recommendation 1.7 (a) The Board, in the absence of a Remuneration Committee is
A listed entity should: responsible for evaluating the remuneration of the Company’s senior
YES
executives on an annual basis. A senior executive, for these
(a) have and disclose a process for evaluating the
purposes, means Key Management Personnel (as defined in the
performance of its senior executives at least once
Corporations Act) other than a non-executive Director.
every reporting period; and
The applicable processes for these evaluations can be found in the
(b) disclose for each reporting period whether a
Company’s Corporate Governance Plan, which is available on the
performance evaluation has been undertaken in
Company’s website.
accordance with that process during or in respect of
(b) The Company has completed performance evaluations in respect
that period.
of its senior executives for the past financial year in accordance
with the applicable processes.
Principle 2: Structure the Board to be effective and add value
Recommendation 2.1 (a) The Company does not currently have a Nomination Committee. The

Company’s Nomination Committee Charter provides for the creation
The board of a listed entity should:
YES
of a Nomination Committee (if it is considered it will benefit the
(a) have a nomination committee which:
Company), with at least three members, a majority of whom are
(i) has at least three members, a majority of whom are
independent Directors, and which must be chaired by an

independent directors; and
independent Director.
(ii) is chaired by an independent director,
(b) The Company does not have a Nomination Committee as the Board
considers, that due to the size of the Board and the nature of the
and disclose:
Company’s activities, the Company will not currently benefit from its
(iii) the charter of the committee; establishment. In accordance with the Company’s Board Charter,
(iv) themembers of the committee; and the Board carries out the duties that would ordinarily be carried out

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Rules 4.7.3 and 4.10.3

  • (v) 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, experience, independence and knowledge of the entity to enable it to discharge its duties and responsibilities effectively.

Recommendation 2.2

A listed entity should have and disclose a board skill matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.

  • YES

by the Nomination Committee under the Nomination Committee Charter, including the following processes to address succession issues and to ensure the Board has the appropriate balance of skills, experience, independence and knowledge of the entity to enable it to discharge its duties and responsibilities effectively:

  • (i) devoting time at least annually to discuss Board succession issues and updating the Company’s Board skills matrix; and

  • (ii) all Board members being involved in the Company’s nomination process, to the maximum extent permitted under the Corporations Act and ASX Listing Rules.

(ii) all Board members being involved in the Company’s
nomination process, to the maximum extent permitted under
the Corporations Act and ASX Listing Rules.
Under the Nomination Committee Charter (in the Company’s Corporate
Governance Plan), the Nomination Committee (or, in its absence, the
Board) is required to prepare a Board skill matrix setting out the mix of
skills and diversity that the Board currently has (or is looking to achieve)
and to review this at least annually against the Company’s Board skills
matrix to ensure the appropriate mix of skills and expertise is present to
facilitate successful strategic direction.
The Company has a Board skill matrix setting out the mix of skills and
diversity that the Board currently has or is looking to achieve in its
membership.
A summary of the key skills comprised within the current Board members
are as follows:
1
Governance
2
Strategy
3
Regulatory/ Compliance
4
Corporate Finance
5
Accounting
6
Project Management
7
Minerals Exploration

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Rules 4.7.3 and 4.10.3

Recommendation 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 of the ASX Corporate Governance Principles and Recommendation (4th Edition), 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

YES

  • (a) The Board Charter requires the disclosure of the names of Directors considered by the Board to be independent. The Board considers the following Directors were independent during the year ended 30 June 2025: David Wheeler and James Robinson.

  • (b) There are no independent Directors who fall into this category. The Company will disclose in its Annual Report and ASX website any instances where this applies and an explanation of the Board’s opinion why the relevant Director is still considered to be independent.

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

  • (c) the length of service of each director

Recommendation 2.4

A majority of the board of a listed entity should be independent directors.

Recommendation 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.

Recommendation 2.6

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

YES

YES

YES

The Company’s Board Charter requires that, where practical, the majority of the Board should be independent.

The Board currently comprises a total of 3 directors, of whom David Wheeler and James Robinson are considered to be independent. As such, there is a greater number of independent directors to non independent directors on the Board.

The Board Charter provides that, where practical, the Chair of the Board should be an independent Director and should not be the CEO/Managing Director.

The Chair of the Company is an independent Director.

In accordance with the Company’s Board Charter, the Nominations Committee (or, in its absence, the Board) is responsible for the approval and review of induction and continuing professional development programs and procedures for Directors to ensure that they can effectively discharge their responsibilities. The Company Secretary facilitates inductions and professional development for members of the Board.

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Rules 4.7.3 and 4.10.3

Principle 3: Instil a culture of acting lawfully, ethically and responsibly

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Recommendation 3.1 YES The Company values are contained within the Corporate Code of
Conduct of the Company and are conveyed through the Company’s
A listed entity should articulate and disclose its values.
ASX announcements and website.
Recommendation 3.2 (a) The Company’s Corporate Code of Conduct applies to the
Company’s Directors, senior executives and employees. The
A listed entity should: YES
Company’s Corporate Code of Conduct (which forms part of the
(a) have a code of conduct for its directors, senior Company’s Corporate Governance Plan) is available on the
executives and employees; and Company’s website.
(b) ensure that the board or a committee of the board is (b) The Board (or a committee of the Board if applicable) will receive a
informed of any material breaches of that code. formal report on any material breaches of that code.
Recommendation 3.3 (a) The Company’s whistleblower protection policy sets out the
responsibilities and expectations and responsibilities of all employees,
A listed entity should: YES executives and directors.
(a) have and disclose a whistleblower policy; and
The Company’s whistleblower protection policy, which forms part of
(b) ensure that the board or a committee of the board is the Company’s Corporate Governance Plan, is available on the
informed of any material incidents reported under Company’s website.
that policy.
(b) The Board will receive a formal report on any material incidents that
are reported under the whistleblower policy.
Recommendation 3.4 YES (a) The Company’s Anti-bribery and Anti-corruption policy, which forms
part of the Company’s Corporate Governance Plan, sets out the
A listed entity should: responsibilities and expectations of all employees, executives and
directors.
(a) have and disclose an anti-bribery and corruption
policy; and (b) The Board will receive a formal report on any material incidents that
are reported under the Anti-bribery and Anti-corruption policy.
(b) ensure that the board or a committee of the board is
informed of any material breaches of that policy.
Principle 4 : Safeguard the integrity of corporate reports
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Rules 4.7.3 and 4.10.3

Recommendation 4.1

The board of a listed entity should:

  • (a) have an audit committee which:

  • (i) has at least three members, all of whom are nonexecutive directors and a majority of whom are independent directors; and

  • (ii) is chaired by an independent director, who is not the chair of the board,

and disclose:

  • (iii) the charter of the committee;

  • (iv) the relevant qualifications and experience of the members of the committee; and

  • (v) 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 financial reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.

YES

  • (a) The Board conducts the function of the Audit and Risk Committee. The Company’s Corporate Governance Plan contains an Audit and Risk Committee Charter that provides for the creation of an Audit and Risk Committee (if it is considered it will benefit the Company), with at least three members, a majority of whom must be independent Directors, and which must be chaired by an independent Director who is not the Chair.

  • (b) The Audit and Risk Committee function is conducted by the Board due to the size of the Company and the nature of its operations, the Company will however benefit from its establishment for the forthcoming period ahead. In accordance with the Company’s Board Charter, the Board carries out the duties that would ordinarily be carried out by the Audit and Risk Committee under the Audit and Risk Committee Charter including the following processes to independently verify and safeguard the integrity of its financial reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner:

  • (i) the Board devotes time at annual Board meetings to fulfilling the roles and responsibilities associated with maintaining the Company’s internal audit function and arrangements with external auditors; and

  • (ii) all members of the Board are involved in the Company’s audit function to ensure the proper maintenance of the entity and the integrity of all financial reporting.

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Rules 4.7.3 and 4.10.3

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Recommendation 4.2 The Company’s Audit and Risk Committee Charter requires the CEO and
CFO (or, if none, the person(s) fulfilling those functions) to provide a sign
The board of a listed entity should, before it approves the YES
off on these terms.
entity’s consolidated financial statements for a financial
period, receive from its CEO and CFO a declaration that, The Company’s process for finalising the financial statement requires a
in their opinion, the financial records of the entity have sign off on these terms for each of its consolidated financial statements in
been properly maintained and that the financial each financial year.
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.
Recommendation 4.3 As outlined in the Board Charter and following the Recommendations,
all reports are initially prepared or verified by the Chief Financial Officer
A listed entity should disclose its process to verify the YES
then reviewed for accuracy and verified for integrity by the Board prior
integrity of any periodic corporate report it releases to the
to release.
market that is not audited or reviewed by an external
auditor.
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Recommendation 4.3 As outlined in the Board Charter and following the Recommendations,
all reports are initially prepared or verified by the Chief Financial Officer
A listed entity should disclose its process to verify the YES
then reviewed for accuracy and verified for integrity by the Board prior
integrity of any periodic corporate report it releases to the
to release.
market that is not audited or reviewed by an external
auditor.
Principle 5: Make timely and balanced disclosure
Recommendation 5.1 (a) The Corporate Governance Plan provides details of the Company’s
disclosure policy. In addition, the Corporate Governance Plan details
A listed entity should have and disclose a written policy for YES
the Company’s disclosure requirements as required by the ASX Listing
complying with its continuous disclosure obligations under
Rules and other relevant legislation.
Listing Rule 3.1.
(b) The Corporate Governance Plan, which incorporates the Continuous
Disclosure Policy, is available on the Company website.
Recommendation 5.2 Copies of all market announcements are provided to the Board before
A listed entity should ensure that its board receives copies YES and after the announcement is made
of all material market announcements promptly after they
have been made.
Recommendation 5.3 The Company makes all investor presentations available to the market via
the ASX Market Announcement Platform before they are delivered to
A listed entity that gives a new and substantive investor or
analyst presentation should release a copy of the YES investors.
presentation materials on the ASX Market Announcements The presentations are also publicly available via the Company’s website.
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Rules 4.7.3 and 4.10.3

Platform ahead of the presentation.

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Principle 6: Respect the rights of security holders

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

10

Rules 4.7.3 and 4.10.3

Principle 7: Recognise and manage risk

Recommendation 7.1

The board of a listed entity should:

  • (a) have a committee or committees to oversee risk, each of which:

  • (i) has at least three members, a majority of whom are independent directors; and

  • (ii) is chaired by an independent director,

  • and disclose:

  • (iii) the charter of the committee;

  • (iv) the members of the committee; and

  • (v) 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 process it employs for overseeing the entity’s risk management framework.

Recommendation 7.2

The board or a committee of the board should:

  • (a) review the entity’s risk management framework with management at least annually to satisfy itself that it continues to be sound and the entity is operating with due regard to the risk appetite set by the board; and

YES

YES

  • (a) The Board conducts the function of the Audit and Risk Committee. The Company’s Corporate Governance Plan contains an Audit and Risk Committee Charter that provides for the creation of an Audit and Risk Committee (if it is considered it will benefit the Company), with at least three members, all of whom must be independent Directors, and which must be chaired by an independent Director.

  • (b) The Audit and Risk Committee function is conducted by the Board due to the size of the Company and the nature of its operations. The Company will however benefit from its establishment in the forthcoming period ahead. In accordance with the Company’s Board Charter, the Board carries out the duties that would ordinarily be carried out by the Audit and Risk Committee under the Audit and Risk Committee Charter including the following processes to oversee the entity’s risk management framework

    • (i) the Board devotes time at periodic Board meetings to fulfilling the roles and responsibilities associated with overseeing risk and maintaining the entity’s risk management framework and associated internal compliance and control procedures; and collectively reviews and approves all compliance lodgements in relation to audited statutory financial accounts lodged with ASX.
  • (a) The Audit and Risk Committee Charter requires that the Audit and Risk Committee (or, in its absence, the Board) should, at least annually, satisfy itself that the Company’s risk management framework continues to be sound and the entity is operating with due regard to the risk appetite set by the Board.

  • (b) The Company’s Board has completed a review of the Company’s risk management framework in the past financial year.

  • (b) disclose in relation to each reporting period, whether such a review has taken place.

11

Rules 4.7.3 and 4.10.3

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Recommendation 7.3 The Audit and Risk Committee Charter provides for the Audit and Risk
Committee to monitor the need for an internal audit function. The
A listed entity should disclose: YES
Company’s internal audit function is conducted by the Board during the
(a) if it has an internal audit function, how the function is relevant reporting periods.
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.
Recommendation 7.4 The Audit and Risk Committee Charter requires the Audit and Risk
Committee (or, in its absence, the Board) to assist management
A listed entity should disclose whether it has any material YES
determine whether the Company has any material exposure to
exposure to economic, environmental and social economic, environmental and social sustainability risks and, if it does,
sustainability risks and, if it does, how it manages or intends
how it manages or intends to manage those risks.
to manage those risks.
The Company’s Corporate Governance Plan requires the Company to
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. The Company will disclose
this information, if appropriate, in its Annual Report and on its ASX
website as part of its continuous disclosure obligations.
Principle 8: Remunerate fairly and responsibly
Recommendation 8.1 (a) The Company does not have a separate Remuneration
Committee. The Company’s Corporate Governance Plan contains
The board of a listed entity should: YES
a Remuneration Committee Charter that provides for the creation
(a) have a remuneration committee which: of a Remuneration Committee (if it is considered it will benefit the
Company), with at least three members, a majority of whom must
(i) has at least three members, a majority of
be independent Directors, and which must be chaired by an
whom are independent directors; and
independent Director.
(ii) is chaired by an independent director,
(b) The Company does not have separate Remuneration Committee
and disclose: but this function is carried out by the Board. In accordance with the
Company’s Board Charter, the Board carries out the duties that
(iii) the charter of the committee;
would ordinarily be carried out by the Remuneration Committee
(iv) the members of the committee; and under the Remuneration Committee Charter including the following
processes to set the level and composition of remuneration for
(v) as at the end of each reporting period, the
Directors and senior executives and ensuring that such
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12

Rules 4.7.3 and 4.10.3

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.

remuneration is appropriate and not excessive:

  • (i) the Board devotes time at the periodic Board meetings to assess the level and composition of remuneration for Directors and senior executives;

  • (ii) collectively reviews and approves all compliance lodgements in relation to audited statutory financial accounts lodged with ASX.

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Recommendation 8.2 The Company’s Corporate Governance Plan requires the Board to
disclose its policies and practices regarding the remuneration of
A listed entity should separately disclose its policies and YES
Directors and senior executives. Disclosure is made in the annual
practices regarding the remuneration of non-executive
financial report.
directors and the remuneration of executive directors and
other senior executives.
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Recommendation 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

YES

The Company has implemented an equity-based remuneration scheme. The Company’s Share Trading Policy prohibits Directors, Officers and Employees from entering into transactions or arrangements which operate to limit the economic risk of their security holding in the Company without first seeking and obtaining written acknowledgement from the Chairman. The Trading Policy can be found within the Company’s Corporate Governance Plan on the Company’s website.

  • (b) disclose that policy or a summary of it.

Principle 9: Additional recommendations that apply only in certain cases

Recommendation 9.1

A listed entity with a director who does not speak the N/A language in which board or security holder meetings are held or key corporate documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the discussions at those meetings and understands and can discharge their obligations in relation to those documents

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13

Rules 4.7.3 and 4.10.3

Recommendation 9.2 N/A
A listed entity established outside Australia should ensure
that meetings of security holders are held at a reasonable
place and time.
Recommendation 9.3 N/A
A listed entity established outside Australia, and an
externally managed listed entity that has an AGM, should
ensure that its external auditor attends its AGM and is
available to answer questions from security holders relevant
to the audit.

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