BALLYMORE RESOURCES LIMITED — Governance Information 2021

Sep 28, 2021

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CORPORATE GOVERNANCE STATEMENT (FOR THE YEAR ENDED 30 JUNE 2021) – BALLYMORE RESOURCES LIMITED

The Company is committed to implementing the highest standards of corporate governance. In determining what those high standards should involve the Company has turned to the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations, 4th Edition. Where the Company does not have certain policies or committees recommended by the ASX Corporate Governance Council (the Council) in place during the reporting period, we have identified such policies or committees. The Board of Directors of Ballymore Resources Limited is responsible for corporate governance of the Company. The Board guides and monitors the business and affairs of Ballymore Resources Limited on behalf of the shareholders by whom they are elected and to whom they are accountable. Where the Company’s corporate governance practices do not correlate with the practices recommended by the Council, the Company is working towards compliance, however it does not consider that all the practices are appropriate for the Company due to the size, nature and scope of Company operations. As the Company’s activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance policies and structures will be reviewed.

For further information on corporate governance policies adopted by Ballymore Resources Limited, refer to our website: www.ballymoreresources.com. Date of last review and Board approval: 29 September 2021

	Principle/ Recommendation	Compliance	Reference	Commentary
	Principle1: Lay solid foundations formanagement andoversight
	Recommendation1.1 A listed entity should have anddisclose a board charter setting out: a) the respective roles and responsibilitiesofits board and management; and b) thosemattersexpresslyreservedto the board and those delegatedto management.	Yes	Board Charter, Independent Professional Advice Policy Website	The Company has established the functions reserved to the Board, and those delegated to senior executives and the Company Secretary and has set out these functions in its Board Charter. The Board is responsible for the corporate governance of the Company. The Board develops strategies for the Company, reviews strategic objectives and monitors performance against those objectives. Clearly articulating the division of responsibilities between the Board and management will help manage expectations and avoid misunderstandings about their respective roles and accountabilities. In general, the Board assumes (amongst others) the following responsibilities: • driving the strategic direction of the Company and defining the Company's purpose, ensuring appropriate resources are available to meet objectives and monitoring management's performance; • approving the Company's statement of values and Code of Conduct to ensure the desired culture within the Company is maintained and monitoring the implementation of such values and culture at all times; • ensuring that an appropriate framework exists for relevant information to be reported by management to the Board;

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•	when required, challenging management and holding it to account, appointment and
	replacement of the Chief Executive Officer/ Managing Director, other senior executives and the
	Company Secretary and the determination of the terms and conditions of their employment,
	including remuneration and termination;
•	approving the Company's remuneration framework and ensuring it is aligned with the
	Company's purpose, values, strategic objectives and risk appetite;
•	monitoring the timeliness and effectiveness of reporting to Shareholders;
•	reviewing and ratifying systems of audit, risk management (for both financial and non– financial
	risk) and internal compliance and control, codes of conduct and legal compliance to minimise
	the possibility of the Company operating beyond acceptable risk parameters;
•	approving and monitoring the progress of major capital expenditure, capital management and
	significant acquisitions and divestitures;
•	approving and monitoring the budget and the adequacy and integrity of financial and other
	reporting such that the financial performance of the Company has sufficient clarity to be
	actively monitored;
•	approving the annual, half yearly and quarterly accounts;
•	approving significant changes to the organisational structure;
•	approving decisions affecting the Company's capital, including determining the Company's
	dividend policy and declaring dividends;
•	recommending to Shareholders the appointment of the external auditor as and when their
	appointment or
•	re–appointment is required to be approved by them (in accordance with the ASX Listing Rules
	if applicable);
•	ensuring a high standard of corporate governance practice and regulatory compliance and
	promoting ethical and responsible decision making; and
•	procuring appropriate professional development opportunities for Directors to develop and
	maintain the skills and knowledge needed to perform their role as Directors effectively and to
	deal with new and emerging business and governance issues.
The	Company is committed to ensuring that appropriate checks are undertaken before the
appointment of a Director and the Company has in place written agreements with each Director
which detail the terms of their appointment.

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				To assist directors with independent judgement, it is the Board's policy that if a director considers it necessary to obtain independent professional advice to properly discharge the responsibility of their office as a director then, provided the director first obtains approval from the Chair for incurring such expense,the Companywillpaythe reasonable expenses associated with obtainingsuch advice.
	Recommendation1.2 A listed entityshould: a) undertakeappropriatechecksbefore appointing a person, or putting forwardtosecurity holders a candidate forelection,as adirector; and b) provide security holders with all material informationin its possession relevant toadecision on whether or not to elect orre-elect a director.	Yes	Director Selection Procedure Website	In determining candidates for the Board, the Nomination Committee (or equivalent) follows a prescribed process whereby it evaluates the mix of skills, experience and expertise of the existing Board. In particular, the Nomination Committee (or equivalent) is to identify the particular skills that will best increase the Board's effectiveness. Consideration is also given to the balance of independent directors. Potential candidates are identified and, if relevant, the Nomination Committee (or equivalent) recommends an appropriate candidate for appointment to the Board. Any appointment made by the Board is subject to ratification by shareholders at the next annual general meeting. The Board recognises that Board renewal is critical to performance and the impact of Board tenure on succession planning. Each director other than the Managing Director, must not hold office (without re-election) past the third annual general meeting of the Company following the director's appointment or three years following that director's last election or appointment (whichever is the longer). However, a director appointed to fill a casual vacancy or as an addition to the Board must not hold office (without re-election) past the next annual general meeting of the Company. At each annual general meeting a minimum of one director or one third of the total number of directors must resign. A director who retires at an annual general meeting is eligible for re-election at that meeting and re-appointment of directors is not automatic.
	Recommendation1.3 A listed entity should have a written agreementwith eachdirectorand senior executivesettingout the terms of their appointment.	Yes	Kept at registered office Independent Professional Advice Policy	Each non-executive director has a written agreement with the Company that covers all aspects of their appointment including term, time commitment required, remuneration, disclosure of interests that may affect independence, guidance on complying with the Company’s corporate governance policies and the right to seek independent advice, indemnity and insurance arrangements, rights of access to the Company’s information and ongoing confidentiality obligations as well as roles on the Company’s committees. Each executive director’s agreement with the Company includes the same details as the non-executive directors’ agreements but also includes a position description, reporting hierarchy and termination clauses. To assist directors with independent judgement, it is the Board's policy that if a director considers it necessary to obtain independent professional advice to properly discharge the responsibility of their office as a director then, provided the director first obtains approval from the Chairman for incurring such expense, the Company will pay the reasonable expenses associated with obtainingsuch advice.

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	Recommendation1.4 The company secretary of a listed entity shouldbe accountable directly to the board,throughthechair,on allmatters to do with theproperfunctioning of the board.	Yes	Board Charter Website	The Company has established the functions reserved to the Board, and those delegated to senior executives and the Company Secretary and has set out these functions in its Board Charter.
	Recommendation1.5 A listed entityshould: a) have a diversity policy whichincludes requirementsfor the board or a relevantcommitteeof the board to setmeasurableobjectives for achieving genderdiversity andto assess annually both theobjectives 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 reportingperiod the measurable objectivesforachieving gender diversity set by theboardor a relevantcommitteeof the boardin accordance with the entity’s diversity policy and its progress towards achievingthem,andeither: 1) the respectiveproportionsof menandwomen on the board, inseniorexecutive positions and acrossthewhole organisation (includinghowtheentityhas	No	Diversity Policy Website	The Board values diversity (in its broader sense) and recognises the benefits it can bring to the organisation's ability to achieve its goals. However, given the current stage of the Company's operations and number of employees, the Company has determined at this stage not to formally adopt a diversity policy. The Company will re-assess this as the Company grows. Diversity includes, but is not limited to, gender, age, disability, ethnicity, marital or family status, religious beliefs, socio-economic background, perspective, experience, cultural background, sexual orientation and gender identity. The Company is committed to diversity and recognises the benefits arising from employee and board diversity and the importance of benefiting from all available talent. The Board has adopted a policy to address harassment and discrimination in the Company, which it believes will facilitate an environment that encourages a diverse workforce. As at the date of this report, the Company has the following proportion of women appointed: • to the Board – 0% • to senior management – 0% • to the organisation as a whole – 0% The Company recognises that the mining and exploration industry is intrinsically male dominated in many of the operational sectors and the pool of women with appropriate skills will be limited in some instances. Where possible, the Company will seek to identify suitable candidates for positions from a diverse pool.

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	defined “seniorexecutive”for these purposes);or 2) if the entity is a “relevant employer”under the Workplace Gender Equality Act, the entity’s most recent“GenderEquality Indicators”,as defined inand published under thatAct.
	Recommendation1.6: A listed entityshould: a) have and disclose a processfor periodically evaluating the performance ofthe board, its committeesand individualdirectors; and b) disclose, in relation to eachreporting period, whether aperformance evaluationwas undertaken in the reportingperiodinaccordance with thatprocess.	Yes	Board, Committee & Individuals Performance Evaluation Procedure Website	Board, its committees, the chairman and individual directors The Chairman is responsible for evaluating the performance of the Board and, when appropriate, Board committees and individual directors deemed. A Non-Executive Director is responsible for evaluating the Chairman. The evaluations of the Board, and any applicable Board committees and individual directors are undertaken via informal discussions on an ongoing basis with the Chairman. The evaluation of the Managing Director (if applicable) is undertaken via an informal interview process which occurs annually or more frequently, at the Board’s discretion. As the Company only listed on the ASX in September 2021, evaluations have not been carried out to date. However, the evaluation is likely to take place in the next reporting period.
	Recommendation1.7: A listed entityshould: a) have and disclose a processfor periodically evaluating the performance ofits senior executives; and b) disclose, in relation to eachreporting period, whether aperformance evaluationwas undertaken in the reportingperiodinaccordance with thatprocess.	Yes	Board, Committee & Individuals Performance Evaluation Procedure Website	Senior executives The Chairman is responsible for evaluating the performance of senior executives. The evaluation of senior executives is undertaken via an informal interview process which occurs annually or more frequently as required and otherwise takes place as part of the annual salary review under the senior executives’ employment contract. As the Company only listed on the ASX in September 2021, evaluations have not been carried out to date. However, the evaluation is likely to take place in the next reporting period.

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	Principle 2:Structurethe board to b e e f f e c t i v e a n d add value
	Recommendation2.1 The board of a listed entityshould: a) have a nominationcommittee which: 1) has at least threemembers, a majority of whom are independentdirectors; and 2) is chaired by an independent director, anddisclose: 3) thecharterof thecommittee; 4) the members of thecommittee; and 5) as at the end of eachreporting period,the number of times the committee met throughoutthe period andtheindividual attendances of themembersat those meetings;or b) if it does not have a nomination committee,disclose that fact and the processesitemploys to address boardsuccessionissues and to ensure that the board hasthe appropriatebalance of skills, knowledge,experience, independence anddiversityto enable it to discharge its dutiesandresponsibilities effectively.	No	Nomination Committee Charter, Independent Professional Advice Policy Annual Report Website	The Company does not have a Nomination and Remuneration Committee. The Board is of the opinion that due to the nature and size of the Company, the functions performed by a Nomination and Remuneration Committee can be adequately handled by the full Board. At such time when the Company is of sufficient size, a separate Nomination and Remuneration Committee will be formed. When the Board convenes to carry out the functions performed by a Nomination and Remuneration Committee, it carries out those functions set out in the Company’s Nomination and Remuneration Committee Charter. The Company has adopted a Nomination and Remuneration Committee Charter which describes the role, composition, functions and responsibilities of the Nomination and Remuneration Committee. To assist directors with independent judgement, it is the Board's policy that if a director considers it necessary to obtain independent professional advice to properly discharge the responsibility of their office as a director then, provided the director first obtains approval from the Chairman for incurring such expense, the Company will pay the reasonable expenses associated with obtaining such advice.

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	Recommendation2.2 A listed entity should have and disclose a boardskills matrix setting out the mix of skillsanddiversity that the board currently has orislooking to achieve in its membership.	No	Website	The Board does not maintain a formal Board Skills Matrix, as the Board considers that such a matrix is not necessary given the current size and scope of the Company’s operations. The Board may adopt such a matrix at a later time as the Company’s operations grow and evolve.
	Recommendation2.3 A listed entity shoulddisclose: a) the names of thedirectors considered by the board to be independentdirectors; b) if adirectorhas aninterest, position,association or relationship of thetypedescribed in Box 2.3 but the board isofthe opinion that it does notcompromisethe independence of thedirector, the nature of theinterest,position, associationor relationship in question andanexplanation of why the board is ofthatopinion;and c) the length of service of each director.	Yes	Board Charter, Independence of Directors Assessment Annual Report Website	The Board considers the independence of directors having regard to the relationships listed in Box 2.3 of the Principles & Recommendations and the Company's materiality thresholds. Nicholas Jorss (Non-Executive Chairman), including entities associated with him, is an (approximately) 19% shareholder in the Company. Mr Jorss is therefore not considered by the Board to be independent. David A-Izzeddin (Executive Director) holds an executive position in the Company and is an (approximately) 16% shareholder in the Company. Mr A-Izzeddin is therefore not considered by the Board to be independent. Andrew Gilbert (Executive Director) holds an executive position in the Company and is an (approximately) 8% shareholder in the Company. Mr Gilbert is therefore not considered by the Board to be independent. The board does not have a majority of independent directors. When considering whether a director is an independent director, the materiality of an interest, position, association or relationship must be assessed to determine whether it might interfere, or might reasonably be perceived to interfere, in a material respect, with the director’s capacity to bring an independent judgement to bear on issues before the Board and to act in the best interests of the Company and its shareholders. Directors have been selected to bring specific skills and industry experience to the Company. The Board has an expansive range of relevant industry experience, financial, legal and other skills and expertise to meeting its objectives. The length of service of each director is disclosed in the Company’s Annual Report.

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	Recommendation2.4 A majority of the board of a listed entity shouldbe independentdirectors.	No	Independence of Directors Assessment Website	As noted above, none of the three current directors are considered independent. Directors have been selected to bring specific skills and industry experience to the Company. The Board has an expansive range of relevant industry experience, financial, legal and other skills and expertise to meetingits objectives.
	Recommendation2.5 The chair of the board of a listed entity shouldbe an independentdirectorand, in particular,should not be the same person as theCEOoftheentity.	No	Independence of Directors Assessment Website	The Chairperson, Nick Jorss, is not considered to be an independent Director (see above). The Board may appoint an independent chair at a later time as the Company’s operations grow and evolve.
	Recommendation2.6 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.	Yes	Director Induction Program, Ongoing Education Framework Website	It is the policy of the Company that each new Director undergoes an induction process in which they are given a full briefing on the Company. Where possible this includes meetings with key executives, tours of the premises, an induction package and presentations. Information conveyed to new Directors include: • details of the roles and responsibilities of a Director; • formal policies on Director appointment as well as conduct and contribution expectations; • a copy of the Corporate Governance Statement, Charters, Policies and Memos; and • a copy of the Constitution of the Company. In order to achieve continuing improvement in Board performance, all Directors are encouraged to undergo continualprofessional development.

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	Principle 3: Instill a culture of acting lawfully, ethically and responsibly
	Recommendation3.1 A listed entity should articulate and disclose its values.	Yes	Code of Conduct Website	The Company has established a Code of Conduct as to the practices necessary to maintain confidence in the Company's integrity, the practices necessary to take into account its legal obligations and the reasonable expectations of its stakeholders, and the responsibility and accountability of individuals for reportingand investigatingreports of unethicalpractices.
	Recommendation3.2 A listed entityshould: a) have and disclose a code of conduct for itsdirectors,senior executives and employees;and b) en s u r e t h a t t h e b o a r d o r a c o m m i t t e e o f t h e b o a r d i s i n f o r m e d o f a n y m a t e r i a l b r e a c h e s o f t h a t c o d e.	Yes	Code of Conduct Website	The Company has established a Code of Conduct as to the practices necessary to maintain confidence in the Company's integrity, the practices necessary to take into account its legal obligations and the reasonable expectations of its stakeholders, and the responsibility and accountability of individuals for reporting and investigating reports of unethical practices.
	Recommendation3.3 A listed entityshould: a) have and disclose a whistleblower policy;and b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy.	Yes	Whistleblower Policy Website	The Company has a Whistleblower Policy, within its Corporate Governance Charter, which is on the Company’s website.
	Recommendation3.4 A listed entityshould: a) have and disclose an anti-bribery and corruption policy;and b) ensure that the board or a committee of the board is informed of any material breaches of that policy..	Yes	Anti-bribery and Corruption Policy Website	The Company has an Anti-bribery and Corruption Policy within its Corporate Governance Charter, which is on the Company’s website.

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	Principle 4: Safeguard the integrity in corporate reports
	Recommendation4.1 The board of a listed entityshould: (a) have an auditcommittee which: 1) has at least threemembers,allof whom are non-executive directors anda majority of whom areindependentdirectors; and 2) is chaired by an independent director,who is not the chair of theboard, anddisclose: 3) thecharterof thecommittee; 4) the relevant qualificationsand experience of the members ofthe committee; and 5) in relation to eachreporting period, thenumber of times the committeemetthroughoutthe period andtheindividual attendances of themembersat those meetings;or a) if it does not have an audit committee,disclose that fact and the processesitemploys that independently verifyandsafeguard the integrity of itscorporate reporting,including the processes fortheappointment and removal of theexternalauditor and the rotation of theauditengagementpartner.	No	Audit Committee Charter Website	The Company does not have an audit committee. The Board is of the opinion that due to the nature and size of the Company, the functions performed by an audit committee can be adequately handled by the full Board. At such time when the Company is of sufficient size, a separate Audit and Risk Management Committee will be formed. It is the Board’s responsibility to ensure that an effective internal control framework exists within the entity. This includes both internal controls to deal with both the effectiveness and efficiency of significant business processes, the safeguarding of assets, the maintenance of proper accounting records, and the reliability of financial and non-financial information. It is the Board’s responsibility for the establishment and maintenance of a framework of internal control of the Company. The Company has established procedures for the selection, appointment and rotation of its external auditor. The Board is responsible for the initial appointment of the external auditor and the appointment of a new external auditor when any vacancy arises, as recommended by the Audit Committee (or its equivalent). Candidates for the position of external auditor must demonstrate complete independence from the Company through the engagement period. The Board may otherwise select an external auditor based on criteria relevant to the Company's business and circumstances. The performance of the external auditor is reviewed on an annual basis by the Audit Committee (or its equivalent) and any recommendations are made to the Board.

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	Recommendation4.2 The board of a listed entity should, before itapproves the entity’s financial statementsforafinancial period, receive from its CEO and CFO a declaration that, in their opinion, thefinancialrecords of the entity have beenproperlymaintained and that the financialstatementscomply with theappropriate accountingstandards and give a true and fair view ofthe financial position andperformanceof the entityand that the opinion has been formed onthebasis of a sound system of riskmanagementand internal control which isoperating effectively.	Yes	Kept at registered office	The CEO (or equivalent) and the Chief Financial Officer provide a declaration to the Board in accordance with section 295A of the Corporations Act for each financial report and assure the Board that such declaration is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks.
	Recommendation4.3 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 byan external auditor.	Yes	Kept at registered office	All periodic reports are reviewed and approved by the Board prior to public release.
	Principle 5: Make timely and balanced disclosure
	Recommendation5.1 a) A listed entityshouldhave and disclose a written policy for complying withitscontinuous disclosure obligationsunderListing Rule 3.1	Yes	Continuous Disclosure Policy Website	The Company has established written policies and procedures designed to ensure compliance with ASX Listing Rule disclosure requirements and accountability at a senior executive level for that compliance.
	Recommendation5.2 A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.	Yes	Kept at registered office	All material announcements are reviewed and approved by the Board prior to release. Copies of all announcements are kept at registered office.

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Recommendation5.3 A listed entitythat 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.	Yes	n/a	All investor, conference or roadshow presentations are released on the ASX Market announcements Platform ahead of the presentation.

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	Principle 6: Respect the rights of security holders
	Recommendation6.1 A listed entity should provideinformation aboutitself and its governance to investors viaitswebsite.	Yes	Website Disclosure Policy Website	The Company’s website includes the following: • Corporate Governance policies, procedures, charters, programs, assessments, codes and frameworks • Names and biographical details of each of its directors and senior executives • Copies of annual, half yearly and quarterly reports within the ASX announcements • ASX announcements • Copies of notices of meetings of security holders • Media releases • Overview of the Company’s current business, structure and history • Contact details for the share registryenquiries
	Recommendation6.2 A listed entity should design and implementaninvestor relationsprogram that facilitateseffectivetwo-way communicationwithinvestors.	Yes	Shareholder Communication Policy	The Company has designed a communications policy for promoting effective communication with shareholders and encouraging shareholder participation at shareholder meetings.
	Recommendation6.3 A listed entity should disclose h o w i t facilitatesandencouragesparticipationat meetings ofsecurity holders.	Yes	Shareholder Communication Policy Website	The Company has designed a communications policy for promoting effective communication with shareholders and encouraging shareholder participation at shareholder meetings.
	Recommendation6.4 A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than bya show of hands.	Yes	n/a	All resolutions at meetings of security holders are decided by poll.
	Recommendation6.5 A listed entity should give security holders theoption to receivecommunications fromandsendcommunicationsto, the entity anditssecurity registry electronically.	Yes	Shareholder Communication Policy Website	Shareholders are regularly given the opportunity to receive communications electronically.

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	Principle 7: Recognise and manage risk
	Recommendation7.1 The board of a listed entityshould: a) have acommitteeorcommitteesto overseerisk, each ofwhich: 1) has at least threemembers, a majority of whom are independentdirectors; and 2) is chaired by an independent director, anddisclose: 3) thecharterof thecommittee; 4) the members of thecommittee; and 5) as at the end of eachreporting period,the number of times the committee met throughoutthe period andtheindividual attendances of themembersat those meetings;or b) if it does not have a riskcommittee orcommitteesthat satisfy (a) above, disclosethat fact and the processes it employsforoverseeing the entity’s riskmanagementframework.	No	Risk Management Policy Website	The Company does not have a risk committee. The Board is of the opinion that due to the nature and size of the Company, the functions performed by a risk committee can be adequately handled by the full Board. At such time when the Company is of sufficient size, a separate Audit and Risk Management Committee will be formed. It is the Board’s responsibility to ensure that an effective internal control framework exists within the entity. This includes both internal controls to deal with both the effectiveness and efficiency of significant business processes, the safeguarding of assets, the maintenance of proper accounting records, and the reliability of financial and non-financial information. It is the Board’s responsibility for the establishment and maintenance of a framework of internal control of the Company. The Board has adopted a Risk Management Policy to assist with the identification and review of risk as well as the responsibilities within the Company.
	Recommendation7.2 The board or acommitteeof the board should: a) review the entity’s riskmanagement frameworkat least annually to satisfyitselfthat it continues to be sound and that the entity is operating with due regard to the risk appetite set bythe board; and	Yes	Risk Management Policy Website	The Board has adopted a Risk Management Policy, which sets out the Company's risk profile. Under the policy, the Board is responsible for approving the Company's policies on risk oversight and management and satisfying itself that management has developed and implemented a sound system of risk management and internal control. Under the policy, the Board delegates day-to-day management of risk to the Managing Director (if not applicable, then the Chairman),who is responsible for identifying, assessing, monitoring and managing risks. The Managing Director is also responsible for updating the Company's material business risks to reflect any material changes, with the approval of the Board.

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	b) disclose, in relation to each reportingperiod, whether such a review hastakenplace.			In fulfilling the duties of risk management, the Managing Director (or equivalent) may have unrestricted access to Company employees, contractors and records and may obtain independent expert advice on any matter they believe appropriate, with the prior approval of the Board. In addition, the following risk management measures have been adopted by the Board to manage the Company's material business risks: • the Board has established authority limits for management, which, if proposed to be exceeded, requires prior Board approval; • the Board has adopted a compliance procedure for the purpose of ensuring compliance with the Company's continuous disclosure obligations; and • the Board has adopted a corporate governance manual which contains other policies to assist the Company to establish and maintain its governance practices. During the next reporting period, it is management’s intention to report to the Board on the following categories of risks affecting the Company as part of the Company’s systems and processes for managing material business risks: operational, financial reporting, sovereignty and market-related risks.
	Recommendation7.3 A listed entity shoulddisclose: a) if it has an internal audit function, howthe function isstructuredand what roleitperforms; or b) if it does not have an internalaudit function, that fact and the processes itemploys for evaluating and continuallyimproving the effectiveness of itsriskmanagement and internalcontrolprocesses.	Yes	Audit Committee Charter Website	The Board performs the role of Audit Committee. When the Board convenes as the Audit Committee it carries out those functions which are delegated to it in the Company’s Audit and Risk Management Committee Charter which include reviewing the Company’s internal financial control system. Due to the nature and size of the Company's operations, and the Company’s ability to derive substantially all of the benefits of an independent internal audit function, the expense of an independent internal auditor is not considered to be appropriate.
	Recommendation7.4 A listed entity should disclose whether it hasany materialexposure to environmental and social sustainabilityrisks and, if it does, how it manages or intends tomanage thoserisks.	Yes	Corporate Governance Statement	The Company has considered its environmental and social sustainability risks by way of internal review and has concluded that it is not subject to material environmental and social sustainability risks.

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	Principle 8: Remunerate fairly and responsibly
	Recommendation 8.1 The board of a listed entityshould: a) have aremuneration committee which: 1) has at least threemembers, a majority of whom are independentdirectors; and 2) is chaired by an independent director, anddisclose: 3) thecharterof thecommittee; 4) the members of thecommittee; and 5) as at the end of eachreporting period, the number of times the committeemetthroughoutthe period andtheindividual attendances of themembersat thosemeetings; or b) if it does not have aremuneration committee,disclose that fact and theprocesses it employs for setting thelevel and composition of remunerationfordirectorsand senior executivesandensuring that suchremuneration isappropriate and notexcessive.	No	Remuneration Committee Charter, Independent Professional Advice Policy Website	The Company does not have a Nomination and Remuneration Committee. The Board is of the opinion that due to the nature and size of the Company, the functions performed by a Nomination and Remuneration Committee can be adequately handled by the full Board. At such time when the Company is of sufficient size, a separate Nomination and Remuneration Committee will be formed. When the Board convenes to carry out the functions performed by a Nomination and Remuneration Committee, it carries out those functions set out in the Company’s Nomination and Remuneration Committee Charter. The Company has adopted a Nomination and Remuneration Committee Charter which describes the role, composition, functions and responsibilities of the Nomination and Remuneration Committee. To assist directors with independent judgement, it is the Board's policy that if a director considers it necessary to obtain independent professional advice to properly discharge the responsibility of their office as a director then, provided the director first obtains approval from the Chairman for incurring such expense, the Company will pay the reasonable expenses associated with obtaining such advice

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	Recommendation8.2 A listed entity should separately disclose itspolicies and practices regardingthe remunerationof non-executivedirectors andtheremunerationof executive directors andother seniorexecutives.	Yes	Remuneration Policy Website	Details of remuneration, including the Company’s policy on remuneration, are contained in the Remuneration Report which forms of part of the Annual Report. The remuneration of non-executive directors is set by reference to payments made by other companies of similar size and industry, and by reference to the director’s skills and experience. Given the Company is at its early stage of development and the financial restrictions placed on it, the Company may consider it appropriate to issue unlisted options to non-executive directors, subject to obtaining the relevant approvals. The Remuneration Policy is subject to annual review. All of the directors’ option holdings are fully disclosed. Executive pay and rewards consists of a base salary and performance incentives. Long term performance incentives may include options and/or performance rights granted at the discretion of the Board and subject to obtaining the relevant approvals. The grant of options and/or performance rights is designed to recognise and reward efforts as well as to provide additional incentive and may be subject to the successful completion of performance hurdles. Executives are offered a competitive level of base pay at market rates (for comparable companies) and are reviewed annuallyto ensure market competitiveness.
	Recommendation 8.3 A listed entity which has an equity-based remuneration scheme should: a) have apolicy 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.	Yes	Remuneration Policy Website	Executives and Non-Executive Directors are prohibited from entering into transactions or arrangements which limit the economic risk of participating in unvested entitlements.

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