Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

BRIGHTSTAR RESOURCES LIMITED Governance Information 2021

Nov 28, 2021

64581_rns_2021-11-28_6233e34c-1e84-4e82-b571-4b3a5efabc64.pdf

Governance Information

Open in viewer

Opens in your device viewer

BRIGHTSTAR RESOURCES LIMITED ACN 100 727 491

(Company)

CORPORATE GOVERNANCE STATEMENT

FOR THE FINANCIAL YEAR ENDING 30 JUNE 2021

This Corporate Governance Statement is current as at 29 November 2021 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 ending 30 June 2021, followed the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations – 4th 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 were adopted in lieu of the recommendation during that period.

The Company has adopted a Corporate Governance Plan which provides the written terms of reference for the Company’s corporate governance duties.

Due to the current size and nature of the existing Board and the magnitude of the Company’s operations, the Board does not consider that the Company will gain any benefit from individual Board committees and that its resources would be better utilised in other areas as the Board is of the strong view that at this stage the experience and skill set of the current Board is sufficient to perform these roles. Under the Company’s Board Charter, the duties that would ordinarily be assigned to individual committees are currently carried out by the full Board under the written terms of reference for those committees.

The Company’s Corporate Governance Plan is available on the Company’s website at http://brightstarresources.com.au

Recommendations (4th Edition) Compliant Explanation
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1
A listed entity should have and disclose a board charter which sets
out the respective roles and responsibilities of the Board, the Chair
and management, and includes a description of those matters
expressly reserved to the Board and those delegated to
management.
Yes The Company has adopted a Board Charter that sets out the
specific roles and responsibilities of the Board, the Chair and
management and includes a description of those matters expressly
reserved to the Board and those delegated to management.
The Board Charter sets out the specific responsibilities of the Board,
requirements as to the Board’s composition, the roles and
responsibilities of the Chairman and Company Secretary, the

Page 1 of 14

Recommendations (4th Edition) Compliant Explanation
establishment, operation and management of Board Committees,
Directors’ access to Company records and information, details of the
Board’s relationship with management, details of the Board’s
performance review and details of 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 listed entity should:
1.
undertake appropriate checks before appointing a director or
senior executive or putting someone forward for election as a
Director; and
2.
provide security holders with all material information in its
possession relevant to a decision on whether or not to elect or
re-elect a Director.
Yes 1.
The Company has guidelines for the appointment and selection
of the Board and senior executives in its Corporate
Governance Plan. The Company’s Nomination Committee
Charter (in the Company’s Corporate Governance Plan)
requires the Nomination Committee (or, in its absence, the
Board) to ensure appropriate checks (including checks in
respect of character, experience, education, criminal record
and bankruptcy history (as appropriate)) are undertaken before
appointing a person, or putting forward to security holders a
candidate for election, as a Director. In the event of an
unsatisfactory check, a Director is required to submit their
resignation.
2.
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.
Recommendation 1.3
A listed entity should have a written agreement with each Director
and senior executive setting out the terms of their appointment.
Yes The Company’s Nomination Committee Charter requires the
Nomination Committee (or, in its absence, the Board) to ensure that
each Director and senior executive is personally a party to a written
agreement with the Company which sets out the terms of that
Director’s or senior executive’s appointment.
The Company has had written agreements with each of its Directors
and senior executives for the past financial year.

Page 2 of 14

Recommendations (4th Edition) Compliant Explanation
Recommendation 1.4
The Company Secretary of a listed entity should be accountable
directly to the Board, through the Chair, on all matters to do with the
proper functioning of the Board.
Yes The Board Charter outlines the roles, responsibilities 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 listed entity should:
1.
have and disclose a diversity policy;
2.
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
3.
disclose in relation to each reporting period:
(a) the measurable objectives set for that period to achieve
gender diversity;
(b) the entity’s progress towards achieving those objectives;
and
(c)
either:
(1) 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
(2) if the entity is a “relevant employer” under the
Workplace Gender Equality Act, the entity’s most
recent “Gender Equality Indicators”, as defined in the
Workplace Gender Equality Act.
If the entity was in the S&P / ASX 300 Index at the commencement
of the reporting period, the measurable objective for achieving
gender diversity in the composition of its board should be to have not
less than 30% of its directors of each gender within a specified
period.
Partially 1.
The Company has adopted a Diversity Policy which provides a
framework for the Company to establish, achieve and measure
diversity objectives, including in respect of gender diversity.
The Diversity Policy is available, as part of the Corporate
Governance Plan, on the Company’s website.
(a) Whilst the Diversity Policy provides a framework for the
Company to achieve a list of measurable objectives that
encompass gender equality, the Company does not
propose to establish measurable gender diversity
objectives in the foreseeable future as:
(1) the Company’s senior management team are
experienced and stable and there is no present
intention to make changes to the Board or senior
management team in the coming year; and
(2) the Company is committed to making all selection
decisions on the basis of merit and the setting of
specific objectives for the quantum of males/females
at any level would potentially influence decision
making to the detriment of the business.
(b) The Diversity Policy provides for the monitoring and
evaluation of the scope and currency of the Diversity
Policy. The Company is responsible for implementing,
monitoring and reporting on any measurable objectives
adopted.
2.
The Diversity Policy is available on the Company’s website.
3.
The Company does not propose to establish measurable
gender diversity objectives at this stage.

Page 3 of 14

Recommendations (4th Edition) Compliant Explanation
Recommendation 1.6
A listed entity should:
1.
have and disclose a process for periodically evaluating the
performance of the Board, its committees and individual
Directors; and
2.
disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.
Yes 1.
The Board 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 Company’s
website.
2.
The Company’s Corporate Governance Plan requires the
Company to disclose whether or not performance evaluations
were conducted during the relevant reporting period. The
Company has just completed 12 months since its
recapitalisation and as at the date of this Statement has made
one performance evaluation on its Managing Director and one
on its Exploration Manager. The Board intends to conduct full
reviews of personnel in January and February 2022.
Recommendation 1.7
A listed entity should:
1.
have and disclose a process for evaluating the performance of
its senior executives at least once every reporting period; and
2.
disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.
Yes – (when
applicable)
1.
The Board is responsible for evaluating the performance of the
Company’s senior executives on an annual basis. A senior
executive, for these purposes, means key management
personnel (as defined in the Corporations Act) other than a
non-executive Director. The applicable processes for these
evaluations can be found in the Company’s Corporate
Governance Plan, which is available on the Company’s
website.
2.
The Company has completed performance evaluations in
respect of the senior executives (if any) for the past financial
year in accordance with the applicable processes and has
made changes to its management team as disclosed on the
ASX.
Principal 2: Structure the Board to be effective and add value
Recommendation 2.1
The Board of a listed entity should:
1.
have a nomination committee which:
(a) has at least three members, a majority of whom are
Partially The Company did not have a Nomination Committee for the past
financial year as the Board did not consider the Company would
benefit from its establishment given there are 3 Board members. In
accordance with the Company’s Board Charter, the Board carries
out the duties that would ordinarily be carried out by the Nomination
Committee under the Nomination Committee Charter, including the

Page 4 of 14

Recommendations (4th Edition) Compliant Explanation
independent Directors; and
(b) is chaired by an independent Director,
and disclose:
(c)
the charter of the committee;
(d) the members of the committee; and
(e) 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
2.
if it does not have a nomination committee, disclose that fact
and the processes it employs to address Board succession
issues and to ensure that the Board has the appropriate
balance of skills, knowledge, experience, independence and
diversity to enable it to discharge its duties and responsibilities
effectively.
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:
1.
devoting time at least annually to discuss Board succession
issues and completing the Company’s Board skills matrix; and
2.
all Board members being involved in the Company’s
nomination process, to the maximum extent permitted under
the Corporations Act and ASX Listing Rules.
Recommendation 2.2
A listed entity should have and disclose a Board skills matrix setting
out the mix of skills that the Board currently has or is looking to
achieve in its membership.
No – in progress 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 skills matrix
setting out the mix of skills 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
to discharge its obligations effectively and to add value and to
ensure the Board has the ability to deal with new and emerging
business and governance issues.
The Company has not, for the past financial year, had 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. The
Company is in the process of finalising the matrix. The Board is
aware of skills it needs in any future appointments and is targeting
those areas.
The Board Charter requires the disclosure of each Board member’s
qualifications and expertise. Full details as to each Director and
senior executive’s relevant skills and experience are available on

Page 5 of 14

Recommendations (4th Edition) Compliant Explanation
the Company’s website.
Recommendation 2.3
A listed entity should disclose:
1.
the names of the Directors considered by the Board to be
independent Directors;
2.
if a Director has an interest, position or relationship of the type
described in Box 2.3 of the ASX Corporate Governance
Principles and Recommendations (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 or relationship in
question and an explanation of why the Board is of that opinion;
and
3.
the length of service of each Director.
Yes 1.
The Board Charter requires the disclosure of the names of
Directors considered by the Board to be independent. The
Company has disclosed those Directors it considered to be
independent in its Annual Report.
2.
The Company has disclosed in its Annual Report any instances
where this applies and an explanation of the Board's opinion
why the relevant Director is still considered to be independent.
3.
The Company’s Annual Report discloses the length of service
of each Director, as at the end of each financial year.
Recommendation 2.4
A majority of the Board of a listed entity should be independent
Directors.
No There was not an independent majority of the Board for all of the
past financial year.
The Board did not consider an independent majority of the Board
was appropriate for the past financial year given:
1.
the speculative nature of the Company’s business, and its
limited scale of activities, means the Company only needs, and
can only commercially sustain, a small Board of three (3)
Directors and no senior executives other than the one (1)
executive Director;
2.
As at the date of this Statement the Board has 2 non-
independent and one independent director;
3.
the Company considers it necessary, given its speculative and
small scale activities, to attract and retain suitable Directors by
offering Directors an interest in the Company; and
4.
the Company considers it appropriate to provide remuneration
to its Directors in the form of securities in order to conserve its
limited cash reserves.

Page 6 of 14

Recommendations (4th Edition) Compliant Explanation
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.
No The Board Charter provides that, where practical, the Chair of the
Board should be an independent Director and should not be the
Managing Director.
The Chair of the Company during the past financial year was not an
independent Director and was not the Managing Director.
The Board did not have an independent Chair because it was not
feasible due to the company’s current size and Board structure. The
Chair is not the CEO as at the date of this Statement.
During the coming year it is anticipated that an independent Chair
will be appointed as the current Chair will stand aside.
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 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 is responsible for
facilitating inductions and professional development including
receiving briefings on material developments in laws, regulations
and accounting standards relevant to the Company.
Principal 3: Instil a culture of acting lawfully, ethically and responsibly
Recommendation 3.1
A listed entity should articulate and disclose its values.
Yes The Company’s values are set out in its Code of Conduct (which
forms part of the Corporate Governance Plan) and are available on
the Company’s website. All employees are given appropriate
training on the Company’s values and executives will continually
reference such values.
Recommendation 3.2
A listed entity should:
1.
have and disclose a code of conduct for its Directors, senior
executives and employees; and
2.
ensure that the Board or a committee of the Board is informed
of any material breaches of that code.
Yes 1.
The Company’s Code of Conduct applies to the Company’s
Directors, senior executives and employees.
2.
The Company’s Code of Conduct (which forms part of the
Company’s Corporate Governance Plan) is available on the
Company’s website. Any material breaches of the Code of
Conduct are reported to the Board or a committee of the
Board.

Page 7 of 14

Recommendations (4th Edition) Compliant Explanation
Recommendation 3.3
A listed entity should:
1.
have and disclose a whistleblower policy; and
2.
ensure that the Board or a committee of the Board is informed
of any material incidents reported under that policy.
Yes The Company’s Whistleblower Policy (which forms part of the
Corporate Governance Plan) is available on the Company’s website.
Any material breaches of the Whistleblower Policy are to be
reported to the Board or a committee of the Board.
Recommendation 3.4
A listed entity should:
1.
have and disclose an anti-bribery and corruption policy; and
2.
ensure that the Board or committee of the Board is informed of
any material breaches of that policy.
Yes The Company’s Anti-Bribery and Anti-Corruption Policy (which
forms part of the Corporate Governance Plan) is available on the
Company’s website. Any material breaches of the Anti- Bribery and
Anti-Corruption Policy are to be reported to the Board or a
committee of the Board.
Principle 4: Safeguard the integrity of corporate reports
Recommendation 4.1
The Board of a listed entity should:
1.
have an audit committee which:
(a) has at least three members, all of whom are non-executive
Directors and a majority of whom are independent
Directors; and
(b) is chaired by an independent Director, who is not the Chair
of the Board,
and disclose:
(c)
the charter of the committee;
(d) the relevant qualifications and experience of the members
of the committee; and
(e) 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
2.
if it does not have an audit committee, disclose that fact and the
Partially The Company did not have an Audit and Risk Committee for the
past financial year as the Board did not consider the Company
would benefit from its establishment, and does not currently have
one. 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 the
integrity of the Company's periodic reports which are not audited or
reviewed by an external auditor, as well as the processes for the
appointment and removal of the external auditor and the rotation of
the audit engagement partner:
1.
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
2.
at the date of this Statement all members of the Board are
involved in the Company's audit function to ensure the proper
maintenance of the Company and the integrity of all financial
reporting.

Page 8 of 14

Recommendations (4th Edition) Compliant Explanation
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.
Recommendation 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 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.
Yes The Board requires the Managing Director and Financial Controller
(or, if none, the person(s) fulfilling those functions) to provide a sign
off on these terms.
The Company has obtained a sign off on these terms for each of its
financial statements in the past financial year.
Recommendation 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.
Yes The Company has included in each of its (to the extent that the
information contained in the following is not audited or reviewed by
an external auditor):
1.
annual reports or on its website, a description of the process it
undertook to verify the integrity of the information in its annual
directors’ report;
2.
quarterly reports, or in its annual report or on its website, a
description of the process it undertook to verify the integrity of
the information in its quarterly reports;
3.
integrated reports, or in its annual report (if that is a separate
document to its integrated report) or on its website, a
description of the process it undertook to verify the integrity of
the information in its integrated reports; and
4.
periodic corporate reports (such as a sustainability or CSR
report), or in its annual report or on its website, a description of
the process it undertook to verify the integrity of the information
in these reports.
Principle 5: Make timely and balanced disclosure
Recommendation 5.1 Yes 1.
The Company’s Corporate Governance Plan details the

Page 9 of 14

Recommendations (4th Edition) Compliant Explanation
A listed entity should have and disclose a written policy for complying
with its continuous disclosure obligations under listing rule 3.1.
Company’s Continuous Disclosure Policy.
2.
The Corporate Governance Plan, which incorporates the
Continuous Disclosure Policy, is available on the Company’s
website.
Recommendation 5.2
A listed entity should ensure that its board receives copies of all
material market announcements promptly after they have been
made.
Yes Under the Company’s Continuous Disclosure Policy (which forms
part of the Corporate Governance Plan), all members of the Board
receive material market announcements promptly after they have
been made.
Recommendation 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.
Yes All substantive investor or analyst presentations were released on
the ASX Markets Announcement Platform ahead of such
presentations.
Principle 6: Respect the rights of security holders
Recommendation 6.1
A listed entity should provide information about itself and its
governance to investors via its website.
Yes Information about the Company and its governance is available in
the Corporate Governance Plan which can be found on the
Company’s website.
Recommendation 6.2
A listed entity should have an investor relations program that
facilitates effective two-way communication with investors.
Yes The Company has adopted a Shareholder Communications
Strategy which aims to promote and facilitate effective two-way
communication with investors. The Shareholder Communications
Strategy outlines a range of ways in which information is
communicated to shareholders and is available on the Company’s
website as part of the Company’s Corporate Governance Plan.
Recommendation 6.3
A listed entity should disclose how it facilitates and encourages
participation at meetings of security holders.
Yes Under the Company’s Shareholder Communications Strategy,
shareholders are encouraged to participate at all general meetings
and AGMs of the Company. Upon the despatch of any notice of
meeting to Shareholders, the Company Secretary shall send out
material stating that all Shareholders are encouraged to participate
at the meeting.
Recommendation 6.4
A listed entity should ensure that all substantive resolutions at a
Yes All substantive resolutions at security holder meetings were decided
by a poll rather than a show of hands.

Page 10 of 14

Recommendations (4th Edition) Compliant Explanation
meeting of security holders are decided by a poll rather than by a
show of hands.
Recommendation 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.
Yes The Shareholder Communication Strategy provides that security
holders can register with the Company to receive email notifications
when an announcement is made by the Company to the ASX,
including the release of the Annual Report, half yearly reports and
quarterly reports. Links are made available to the Company’s
website on which all information provided to the ASX is immediately
posted.
Shareholder queries should be referred to the Company Secretary
at first instance.
Principle 7: Recognise and manage risk
Recommendation 7.1
The Board of a listed entity should:
1.
have a committee or committees to oversee risk, each of which:
(a) has at least three members, a majority of whom are
independent Directors; and
(b) is chaired by an independent Director, and disclose:
(c)
the charter of the committee;
(d) the members of the committee; and
(e) 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
2.
if it does not have a risk committee or committees that satisfy
(1) above, disclose that fact and the process it employs for
overseeing the entity’s risk management framework.
Partially The Company did not have an Audit and Risk Committee for the
past financial year as the Board did not consider the Company
would benefit from its establishment, and does not currently have
one. 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 Company’s
risk management framework:
1.
the Board devotes time at quarterly Board meetings to
fulfilling the roles and responsibilities associated with
overseeing risk and maintaining the Company’s risk
management framework and associated internal compliance
and control procedures.
Recommendation 7.2
The Board or a committee of the Board should:
1.
review the entity’s risk management framework at least annually
Yes 1.
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 that the

Page 11 of 14

Recommendations (4th Edition) Compliant Explanation
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
2.
disclose in relation to each reporting period, whether such a
review has taken place.
Company is operating with due regard to the risk appetite set
by the Board.
2.
The Company’s Board has completed a review of the
Company’s risk management framework in the past financial
year.
Recommendation 7.3
A listed entity should disclose:
1.
if it has an internal audit function, how the function is structured
and what role it performs; or
2.
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 governance, risk management and
internal control processes
Partially 1.
The Audit and Risk Committee Charter provides for the internal
audit function of the Company. This Charter outlines the
monitoring, periodic review and assessment of a range of
internal audit functions and procedures.
2.
Due to the size and nature of the existing Board and the
magnitude of the Company’s operations, the Company
currently has no Audit and Risk Committee. The Board
currently carries out the duties that would ordinarily be
assigned to the Audit and Risk Committee under the written
terms of reference for that committee.
Recommendation 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.
Yes The Audit and Risk Committee Charter requires the Board to assist
management to determine whether the Company has any potential
or apparent exposure to environmental or social risks and, if it does,
put in place management systems, practices and procedures to
manage those risks.
The Company’s Corporate Governance Plan requires the Company
to disclose whether it has any potential or apparent exposure to
environmental or social risks and, if it does, put in place
management systems, practices and procedures to manage those
risk.
Where the Company does not have material exposure to
environmental or social risks, report the basis for that determination
to the Board, and where appropriate benchmark the Company’s
environmental or social risk profile against its peers.
The Company discloses this information in its Annual Report which
can be found on the Company's website and as an ASX
Announcement in compliance with its continuous disclosure
obligations.

Page 12 of 14

Recommendations (4th Edition) Compliant Explanation
Principle 8: Remunerate fairly and responsibly
Recommendation 8.1
The Board of a listed entity should:
1.
have a remuneration committee which:
(a) has at least three members, a majority of whom are
independent Directors; and
(b) is chaired by an independent Director, and disclose:
(c)
the charter of the committee;
(d) the members of the committee; and
(e) 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
2.
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.
Partially The Company did not have a Remuneration Committee for the past
financial year as the Board did not consider the Company would
benefit from its establishment. In accordance with the Company’s
Board Charter, the Board carries out the duties that would ordinarily
be carried out by the Remuneration Committee under the
Remuneration Committee Charter including the following processes
to set the level and composition of remuneration for Directors and
senior executives and ensuring that such remuneration is
appropriate and not excessive:
1.
the Board devotes time at the annual Board meeting to assess
the level and composition of remuneration for Directors and
senior executives.
The Company disclosed that it does not have a remuneration
committee in its last Annual Report as well as the processes it
employs for setting the level and composition of remuneration.
Recommendation 8.2
A listed entity should separately disclose its policies and practices
regarding the remuneration of non-executive Directors and the
remuneration of executive Directors and other senior executives.
Yes The Company’s Corporate Governance Plan requires the Board to
disclose its policies and practices regarding the remuneration of
Directors and senior executives, which is disclosed in the
remuneration report contained in the Company’s Annual Report as
well as being disclosed on the Company’s website.

Page 13 of 14

Recommendations (4th Edition) Compliant Explanation
Recommendation 8.3
A listed entity which has an equity-based remuneration scheme
should:
1.
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
2.
disclose that policy or a summary of it.
Yes 1.
The Company had an equity-based remuneration scheme
during the past financial year. The Company did 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.
2.
A copy of the policy is provided on the Company’s website.
Principle 9: Certain Cases
Recommendation 9.1
A listed entity with a director who does not speak the 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.
Yes One Director is not a native English speaker (Yongji Duan) and as
such in relation to all meetings and documentation the Company
involves two translators, one of which is the former Company
Secretary who is fluent in both languages and has knowledge of the
Australian Corporate Law (given his long experience as Secretary of
an ASX Listed entity. The Board believe that Yongji Duan is able to
discharge his current responsibilities and he contributes to meeting
in this manner.
.

Page 14 of 14