CLASSIC MINERALS LTD - Governance Information 2013

CLASSIC MINERALS LIMITED

CORPORATE GOVERNANCE

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 Principles of Good Corporate Governance and Recommendations . The Company is pleased to advise that the Company’s practices are largely consistent with those ASX guidelines. As consistency with the guidelines has been a gradual process, where the Company did 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.

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 and scale of Company operations.

To illustrate where the Company has addressed each of the Council’s recommendations, the following table cross-references each recommendation with sections of this report. The table does not provide the full text of each recommendation but rather the topic covered. Details of all of the recommendations can be found on the ASX Corporate Governance Council’s website at

http://www.asx.com.au/about/CorporateGovernance_AA2.shtm

PRINCIPLE 1: LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

1.1 Role of the Board

The Board’s role is to govern the Company rather than to manage it. In governing the Company, the Directors must act in the best interests of the Company as a whole. It is the role of the senior executives to manage the Company in accordance with the direction and delegations of the Board and the responsibility of the Board to oversee the activities of management in carrying out these delegated duties. In carrying out its governance role, the main task of the Board is to drive the performance of the Company. The Board must also ensure that the Company complies with all of its contractual, statutory and any other legal obligations, including the requirements of any regulatory body. The Board has the final responsibility for the successful operations of the Company.

To assist the Board carry out its functions, it has developed a Code of Conduct to guide the Directors, the Managing Director and other senior executives in the performance of their roles. The Code of Conduct addresses the maintenance of the confidence in the Company’s integrity, legal obligations and expectations of shareholders, responsibility and accountability of individuals for reporting and investigating reports of unethical behaviour. The Company’s Code of Conduct is located on its website (www.classicminerals.com.au).

1.2 Responsibilities of the Board

In general, the Board is responsible for, and has the authority to determine, all matters relating to the policies, practices, management and operations of the Company. It is required to do all things that may be necessary to be done in order to carry out the objectives of the Company.

Without intending to limit this general role of the Board, the principal functions and responsibilities of the Board include the following:

Leadership of the Organisation: overseeing the Company and establishing codes that reflect the values of the Company and guide the conduct of the Board.
Strategy Formulation: to set and review the overall strategy and goals for the Company and ensuring that there are policies in place to govern the operation of the Company.
Overseeing Planning Activities: the development of the Company’s strategic plan.
Shareholder Liaison: ensuring effective communications with shareholders through an appropriate communications policy and promoting participation at general meetings of the Company.
Monitoring, Compliance and Risk Management: the development of the Company’s risk management, compliance, control and accountability systems and monitoring and directing the financial and operational performance of the Company.
Company Finances: approving expenses and approving and monitoring acquisitions, divestitures and financial and other reporting.
Human Resources: appointing, and, where appropriate, removing the Managing Director (“MD”) as well as reviewing the performance of the MD and monitoring the performance of senior management in their implementation of the Company’s strategy.

CLASSIC MINERALS LIMITED

CORPORATE GOVERNANCE

Ensuring the Health, Safety and Well-Being of Employees: in conjunction with the senior management team, developing, overseeing and reviewing the effectiveness of the Company’s occupational health and safety systems to ensure the well-being of all employees.
Delegation of Authority: delegating appropriate powers to the MD to ensure the effective day-to-day management of the Company and establishing and determining the powers and functions of the Committees of the Board.

The Company’s Board Charter is located on its website (www.classicminerals.com.au).

1.3 Remuneration Committee

1.3.1 Role

The role of a Remuneration Committee is to assist the Board in fulfilling its responsibilities in respect of establishing appropriate remuneration levels and incentive policies for employees.

As the whole board consists of three (3) members, the Company does not have a remuneration committee because it would not be a more efficient mechanism than the full board for focusing the Company on specific issues.

1.3.2 Responsibilities

The responsibilities of a Remuneration Committee include setting policies for senior officers’ remuneration, setting the terms and conditions of employment for the MD, reviewing and making recommendations to the Board on the Company’s incentive schemes and superannuation arrangements, reviewing the remuneration of both Executive and NED’s and making recommendations on any proposed changes and undertaking reviews of the MD’s performance, including, setting with the MD goals and reviewing progress in achieving those goals.

1.4 Remuneration Policy

Directors’ Remuneration for the majority of Directors will be approved at a Board meeting to be held after the ASX listing of the Company.

1.4.1 Senior Executive Remuneration Policy

The Company is committed to remunerating its senior executives in a manner that is market-competitive and consistent with best practice as well as supporting the interests of shareholders and in accordance with thresholds set in plans approved by shareholders. Consequently, under the Senior Executive Remuneration Policy the remuneration of senior executive may be comprised of the following:

fixed salary that is determined from a review of the market and reflects core performance requirements and expectations;
a performance bonus designed to reward actual achievement by the individual of performance objectives and for materially improved Company performance;
participation in any share/option scheme with thresholds approved by shareholders;
statutory superannuation.

There are no retirement benefits for senior executives.

By remunerating senior executives through performance and long-term incentive plans in addition to their fixed remuneration the Company aims to align the interests of senior executives with those of shareholders and increase Company performance.

Where shares and options are granted to senior executives the value would be calculated using the BlackScholes method.

The objective behind using this remuneration structure is to drive improved Company performance and thereby increase shareholder value as well as aligning the interests of executives and shareholders.

The Board may use its discretion with respect to the payment of bonuses, stock options and other incentive payments.

CLASSIC MINERALS LIMITED

CORPORATE GOVERNANCE

1.5 Education and Induction

It is the policy of the Company that new Directors undergo 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;
access to a copy of the Board Charter;
guidelines on how the Board processes function;
details of past, recent and likely future developments relating to the Board;
background information on and contact information for key people in the organisation;
an analysis of the Company;
a synopsis of the current strategic direction of the Company;
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 continual professional development. Specifically, Directors are provided with the resources and training to address skills gaps where they are identified.

PRINCIPLE 2: STRUCTURE THE BOARD TO ADD VALUE

2.1 Composition of the Board

To add value to the Company the Board has been formed so that it has effective composition, size and commitment to adequately discharge its responsibilities and duties given its current size and scale of operations. Directors are appointed based on the specific skills required by the Company and on their decision-making and judgment skills.

The Company recognises the importance of NED’s and the external perspective and advice that NED’s can offer. Paul Lambrecht and Stanislaw Procak are NED’s and are both independent Directors as they meet the following criteria for independence adopted by the Company:

An Independent Director is a NED and:
is not a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a substantial shareholder of the Company;
has not been employed in an executive capacity by the Company or another group member and there has not been a period of at least three years between ceasing such employment and serving on the Board;
within the last three years has not been a principal of a material professional adviser or a material consultant to the Company or another group member or an employee materially associated with the service provided;
is not a material supplier or customer of the Company or another group member, or an officer of or otherwise associated directly or indirectly with a material supplier or customer; and
has no material contractual relationship with the Company or other group member other than as a Director of the Company.

Justin Doutch is the MD and the Chairman of the Company and does not meet the Company’s criteria for independence.

The skills, experience and expertise relevant to the position of Director held by each Director in office at the date of the Annual Report is included in the Directors’ Report.

The term in office of each Director in office at the date of this report is as follows:

Name Term in Office Justin Doutch Since 16 September 2011 Stanislaw Procak Since 7 November 2012 Paul Lambrecht Since 10 February 2012

CLASSIC MINERALS LIMITED

CORPORATE GOVERNANCE

2.2 Responsibilities of the Board

Without intending to limit this general role of the Board, the principal functions and responsibilities of the Board include the following:

Leadership of the Organisation: overseeing the Company and establishing codes that reflect the values of the Company and guide the conduct of the Board.
Strategy Formulation: to set and review the overall strategy and goals for the Company and ensuring that there are policies in place to govern the operation of the Company.
Overseeing Planning Activities: the development of the Company’s strategic plan.
Shareholder Liaison: ensuring effective communications with shareholders through an appropriate communications policy and promoting participation at general meetings of the Company.
Monitoring, Compliance and Risk Management: the development of the Company’s risk management, compliance, control and accountability systems and monitoring and directing the financial and operational performance of the Company.
Company Finances: approving expenses and approving and monitoring acquisitions, divestitures and financial and other reporting.
Human Resources: appointing, and, where appropriate, removing the MD as well as reviewing the performance of the MD and monitoring the performance of senior management in their implementation of the Company’s strategy.
Ensuring the Health, Safety and Well-Being of Employees: in conjunction with the senior management team, developing, overseeing and reviewing the effectiveness of the Company’s occupational health and safety systems to ensure the well-being of all employees.
Delegation of Authority: delegating appropriate powers to the MD to ensure the effective day-to-day management of the Company and establishing and determining the powers and functions of the Committees of the Board.

The Company’s Board Charter is located on its website (www.classicminerals.com.au).

2.3 Nomination Committee

2.3.1 Role

The role of a Nomination Committee is to help achieve a structured Board that adds value to the Company by ensuring an appropriate mix of skills are present in Directors on the Board at all times.

2.3.2 Responsibilities

The responsibilities of a Nomination Committee would include devising criteria for Board membership, regularly reviewing the need for various skills and experience on the Board and identifying specific individuals for nomination as Directors for review by the Board. The Nomination Committee also oversees management succession plans including the MD and his/her direct reports and evaluate the Board’s performance and make recommendations for the appointment and removal of Directors. Currently the Board as a whole performs this role. Matters such as remuneration, expectations, terms, the procedures for dealing with conflicts of interest and the availability of independent professional advice are clearly understood by all Directors, who are experienced public company Directors.

CLASSIC MINERALS LIMITED

CORPORATE GOVERNANCE

2.4 Criteria for selection of Directors

Directors are appointed based on the specific governance skills required by the Company. Given the size of the Company and the business that it operates, the Company aims at all times to have at least two Directors with experience appropriate to the Company’s target market. In addition, Directors should have the relevant blend of personal experience in accounting and financial management and Director-level business experience. The Nomination Committee is responsible for implementing a program to identify, assess and enhance director competencies. In addition, the Nomination Committee puts in place succession plans to ensure an appropriate mix of skills, experience, expertise and diversity are maintained on the Board. The Company’s Director Selection Procedure is located on its website (www.classicminerals.com.au).

2.5 Performance Review/Evaluation

It is the policy of the Board to conduct a regular evaluation of its own performance, the committees’ performances and the Directors’ performances against appropriate measures. The evaluation process was first introduced via the Board Charter adopted on 14 September 2011. It will be implemented for the financial year ended 30 June 2013. The objective of this evaluation is to provide ongoing best practice corporate governance to the Company. The Company’s Performance Evaluation Policy is located on its website (www.classicminerals.com.au).

2.6 Independent Professional Advice

The Board collectively and each Director has the right to seek independent professional advice at the Company’s expense, up to specified limits, to assist them to carry out their responsibilities.

PRINCIPLE 3: PROMOTE ETHICAL AND RESPONSIBLE DECISION MAKING

3.1 Role of the Board

To assist the Board carry out its functions, it has developed a Code of Conduct to guide the Directors, the MD and other senior executives in the performance of their roles. The Code of Conduct addresses the maintenance of the confidence in the Company’s integrity, legal obligations and expectations of shareholders, responsibility and accountability of individuals for reporting and investigating reports of unethical behaviour. The Company’s Code of Conduct is located on its website (www.classicminerals.com.au).

3.2 Trading in Company Shares

On 14 September 2011 the Board reviewed and adopted a Share Trading Policy which included restrictions on trading in closed periods, complying with the ASX Listing Rule requirements. The Board periodically reminds Directors, senior executives and employees of the prohibition in the Corporations Act 2001 concerning trading in the Company’s securities when in possession of “inside information”. The Board also periodically reminds Directors of their obligations to notify the Company Secretary of any trade in securities to ensure that ASX Listing Rule requirements are met. The Company’s Share Trading Policy is located on its website (www.classicminerals.com.au).

3.3 Conflicts of Interest

Directors must:

disclose to the Board actual or potential conflicts of interest that may or might reasonably be thought to exist between the interests of the Director and the interests of any other parties in carrying out the activities of the Company; and
if requested by the Board, within seven days or such further period as may be permitted, take such necessary and reasonable steps to remove any conflict of interest.

If a Director cannot or is unwilling to remove a conflict of interest then the Director must, as per the Corporations Act , absent himself or herself from the room when discussion and/or voting occurs on matters about which the conflict relates.

CLASSIC MINERALS LIMITED

CORPORATE GOVERNANCE

3.4 Commitments

Each member of the Board is committed to spending sufficient time to enable them to carry out their duties as a Director of the Company.

3.5 Confidentiality

In accordance with legal requirements and agreed ethical standards, Directors and key executives of the Company have agreed to keep confidential, information received in the course of the exercise of their duties and will not disclose non-public information except where disclosure is authorised or legally mandated.

3.6 Related Party Transactions

Related party transactions include any financial transaction between a Director and the Company. Unless there is an exemption under the Corporations Act from the requirement to obtain shareholder approval for the related party transaction, the Board cannot approve the transaction.

3.7 Diversity Policy

The Company recognises and respects the value of diversity at all levels of the organisation. The Company is committed to setting measurable objectives for attracting and engaging women at the Board level, in senior management and across the whole organisation.

As at the date of this report, the Company has the Company has the following proportion of women appointed:
to the Board – 0%
to senior management – 0%
to the organisation as a whole – 12.5%

The Company’s objective is to promote a culture which embraces diversity through ongoing education, succession planning, director and employee selection and recognising skills are not gender specific.

PRINCIPLE 4: SAFEGUARD INTEGRITY IN FINANCIAL REPORTING

4.1 Audit Committee

Due to the size and scale of operations of the Company the full Board undertakes the role of the Audit Committee. In the absence of an audit committee, the Board sets aside time to deal with issues and responsibilities usually delegated to the audit committee to ensure the integrity of the financial statements of the Company and the independence of the external auditor. Below is a summary of the role and responsibilities of an Audit Committee.

4.1.1 Role

The Audit Committee is responsible for reviewing the integrity of the Company’s financial reporting and overseeing the independence of the external auditors.

As the whole Board only consists of three (3) members, the Company does not have an audit committee because it would not be a more efficient mechanism than the full Board for focusing the Company on specific issues and an audit committee cannot be justified based on a cost-benefit analysis. As the Company moves towards becoming a mining company, an audit committee will be formed consisting primarily of Independent Directors.

4.1.2 Responsibilities

The Audit Committee or as at the date of this report the full Board of the Company reviews the audited annual and half-yearly financial statements and any reports which accompany published financial statements and recommends their approval to the members.

The Audit Committee or as at the date of this report the full Board of the Company each year reviews the appointment of the external auditor, their independence, the audit fee, and any questions of resignation or dismissal.

The Audit Committee or as at the date of this report the full Board of the Company is also responsible for establishing policies on risk oversight and management.

CLASSIC MINERALS LIMITED

CORPORATE GOVERNANCE

4.2 Risk Management Policies

The Board’s Charter clearly establishes that it is responsible for ensuring there is a sound system for overseeing and managing risk. As the whole Board only consists of three (3) members, the Company does not have a Risk Management Committee because it would not be a more efficient mechanism than the full Board for focusing the Company on specific issues.

The Board sets aside time at meetings to discuss any risk management issues and Directors are encouraged to give priority to such issues. The Company has developed a Risk Assessment Record in order to assist with the risk management of the Company.

In developing its risk management policies, the Board has taken into consideration any legal obligations and the reasonable expectations of its stakeholders in relation to risk management. The Chair is accountable to the Board for effective risk management. The Board undertakes to review the management of material business risks at least annually.

The Board has received assurance from the Chair and the MD that the declaration provided in accordance with section 295A of the Corporations Act 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.

The Company’s Risk Management Policy is located on its website (www.classicminerals.com.au).

PRINCIPLE 5: MAKE TIMELY AND BALANCED DISCLOSURE

5.1 Continuous Disclosure

The Board has adopted a continuous disclosure policy to ensure that the Company complies with the disclosure requirements of the ASX Listing Rules, which is available on the Company’s website. The Board and Senior Executives have designated the Company Secretary as the person responsible for overseeing and coordinating disclosure of information to the ASX as well as communicating with the ASX. In accordance with the ASX Listing Rules the Company immediately notifies the ASX of information:

concerning the Company that a reasonable person would expect to have a material effect on the price or value of the Company’s securities; and
that would, or would be likely to, influence persons who commonly invest in securities in deciding whether to acquire or dispose of the Company’s securities.

The Company’s Continuous Disclosure Policy is located on its website (www.classicminerals.com.au).

PRINCIPLE 6: RESPECT THE RIGHTS OF SHAREHOLDERS

6.1 Shareholder Communication

The Company respects the rights of its shareholders and to facilitate the effective exercise of those rights the Company is committed to:

communicating effectively with shareholders through releases to the market via ASX, information mailed to shareholders and the general meetings of the Company;
giving shareholders ready access to balanced and understandable information about the Company and corporate proposals;
making it easy for shareholders to participate in general meetings of the Company; and
requesting the external auditor to attend the annual general meeting and be available to answer shareholder questions about the conduct of the audit and the preparation and content of the auditor’s report.

The Company also makes available a telephone number and email address for shareholders to make enquiries of the Company and encourages shareholders to visit the Company’s website for information. The Company’s Shareholder Communications Policy is located on its website (www.classicminerals.com.au).

CLASSIC MINERALS LIMITED

CORPORATE GOVERNANCE

PRINCIPLE 7: RECOGNISE AND MANAGE RISK

7.1 Risk Management

7.1.1 Risk Management Policies

The Company’s risk management strategy policy states that the Board as a whole is responsible for the oversight of the Company’s risk management and control framework. The objectives of the Company’s risk management strategy are to:

identify risks to the Company;
balance risk to reward;
ensure regulatory compliance is achieved; and
ensure senior executives, the Board and investors understand the risk profile of the Company.

The Board monitors risk through various arrangements including:

regular Board meetings;
share price monitoring;
market monitoring; and
regular review of financial position and operations.

The Company has developed a Risk Assessment Record in order to assist with the risk management of the Company. The Company’s risk management strategy was formally reviewed by the Board on 14 September 2011 and was considered a sound strategy for addressing and managing risk. A copy of the strategy is available on the Company’s website (www.classicminerals.com.au).

7.2 Attestations by CEO and CFO

It is the Board’s policy, that the CEO and the CFO make the attestations recommended by the ASX Corporate Governance Council as to the Company’s financial condition prior to the Board signing the Annual Report. However, as at the date of this report the Company does not have a designated CEO or CFO. These roles are performed by the MD and Company Secretary. The MD and Company Secretary have declared to the Board that the Company’s management of its material business risks is effective.

PRINCIPLE 8: RENUMERATE FAIRLY AND RESPONSIBLY

8.1 Remuneration Committee

8.1.1 Role

The role of a Remuneration Committee is to assist the Board in fulfilling its responsibilities in respect of establishing appropriate remuneration levels and incentive policies for employees.

8.1.2 Responsibilities

The responsibilities of a Remuneration Committee, or the full Board include setting policies for senior officers’ remuneration, setting the terms and conditions of employment for the MD, reviewing and making recommendations to the Board on the Company’s incentive schemes and superannuation arrangements, reviewing the remuneration of both Executive and NED’s, recommendations for remuneration by gender and making recommendations on any proposed changes and undertaking reviews of the MD’s performance, including, setting with the MD goals and reviewing progress in achieving those goals.

CLASSIC MINERALS LIMITED

CORPORATE GOVERNANCE

8.2 Remuneration Policy

Directors’ Remuneration for the majority of Directors will be approved at a Board meeting to be held after the ASX listing of the Company.

8.2.1 Senior Executive Remuneration Policy

fixed salary that is determined from a review of the market and reflects core performance requirements and expectations;
long term incentives in the form of shares or options in the Company;
participation in any share/option scheme with thresholds approved by shareholders;
statutory superannuation.

There are no retirement benefits for senior executives.

Where shares and options are granted to senior executives the value would be calculated using the BlackScholes method.

The Board may use its discretion with respect to the payment of bonuses, stock options and other incentive payments.

8.2.2 Non-Executive Director Remuneration Policy

NED’s are to be paid their fees out of the maximum aggregate amount approved by shareholders for the remuneration of NED’s. NED’s do not receive performance based bonuses and do not participate in equity schemes of the Company.

NED’s are entitled to but not necessarily paid statutory superannuation. There are no retirement benefits for NED’s.

8.3 Current Director Remuneration

Full details regarding the remuneration of Directors, is included in the Directors’ Report.

The Company’s Remuneration Statement is located on its website (www.classicminerals.com.au).

Principle / Recommendation	Requirement	Compliance	Reference

Principle 1	Lay Solid Foundations for Management and Oversight
Recommendation 1.1	Functions of the Board and Senior Executives	Yes	1.1, 1.2, Website
Recommendation 1.2	Performance Evaluation of Senior Executives	Yes	1.4
Recommendation 1.3	Reporting on Principle 1	Yes	1.1, 1.2, Website

Principle 2	Structure the Board to Add Value
Recommendation 2.1	Independent Directors	Yes	2.1
Recommendation 2.2	Independent Chair	No	2.1
Recommendation 2.3	Role of the Chair and CEO	Yes	2.1, 1.2 Website
Recommendation 2.4	Establishment of Nomination Committee	No	2.3

CLASSIC MINERALS LIMITED

CORPORATE GOVERNANCE

Recommendation 2.5	Performance Evaluation Process	Yes	2.5 Website
Recommendation 2.6	Reporting on Principle 2	Yes	2.1, 2.6, 2.3.2, 2.5 Website

Principle 3	Promote Ethical and Responsible Decision Making
Recommendation 3.1	Directors’ and Senior Executives’ Code of Conduct	Yes	3.1, 3.2 Website
Recommendation 3.2	DiversityPolicy	Yes	3.7
Recommendation 3.3	DiversityPolicyObjectives	Yes	3.7
Recommendation 3.4	DiversityReporting	Yes	3.7
Recommendation 3.5	Reporting on Principle 3	Yes	3.1, 3.2, 3.7 Website

Principle 4	Safeguard Integrity in Financial Reporting
Recommendation 4.1	Establishment of Audit Committee	No	4.1
Recommendation 4.2	Structure of Audit Committee	No	4.1.2
Recommendation 4.3	Audit Committee Charter	No	4.1
Recommendation 4.4	Reporting on Principle 4	No	4.1, 4.1.1, 4.2 Website

Principle 5	Make Timely and Balanced Disclosure
Recommendation 5.1	Policy for Compliance with Continuous Disclosure	Yes	5.1 Website
Recommendation 5.2	Reporting on Principle 5	Yes	5.1 Website

Principle 6	Respect the Rights ofShareholders
Recommendation 6.1	Communications Strategy	Yes	6.1 Website
Recommendation 6.2	Reporting on Principle 6	Yes	6.1 Website

Principle 7	Recognise and Manage Risk
Recommendation 7.1	Policies on Risk Oversight and Management of Material Business Risks	Yes	7.1.1 Website
Recommendation 7.2	Attestations byCEO and CFO	Yes	7.2
Recommendation 7.3	Risk Management and Internal Control	Yes	7.1.1 Website
Recommendation 7.4	Reporting on Principle 7	Yes	7.1.1 Website

Principle 8	Renumerate Fairly and Responsibly
Recommendation 8.1	Establishment of Remuneration Committee	No	8.1, 8.3 Website
Recommendation 8.2	Structure of Remuneration Committee	No	8.1
Recommendation 8.3	Executive and Non-Executive Director Remuneration	Yes	8.2.1,8.2.2
Recommendation 8.4	Reporting on Principle 8	Yes	8.1, 8.2.1 Website

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CLASSIC MINERALS LTD — Governance Information 2013

64664_rns_2013-05-21_3c35e46c-de5e-4616-a11a-bf238bf349e9.pdf

CORPORATE GOVERNANCE

PRINCIPLE 1: LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

1.1 Role of the Board

1.2 Responsibilities of the Board

CORPORATE GOVERNANCE

1.3 Remuneration Committee

1.3.1 Role

1.3.2 Responsibilities

1.4 Remuneration Policy

1.4.1 Senior Executive Remuneration Policy

CORPORATE GOVERNANCE

1.5 Education and Induction

PRINCIPLE 2: STRUCTURE THE BOARD TO ADD VALUE

2.1 Composition of the Board

CORPORATE GOVERNANCE

2.2 Responsibilities of the Board

2.3 Nomination Committee

2.3.1 Role

2.3.2 Responsibilities

CORPORATE GOVERNANCE

2.4 Criteria for selection of Directors

2.5 Performance Review/Evaluation

2.6 Independent Professional Advice

PRINCIPLE 3: PROMOTE ETHICAL AND RESPONSIBLE DECISION MAKING

3.1 Role of the Board

3.2 Trading in Company Shares

3.3 Conflicts of Interest

CORPORATE GOVERNANCE

3.4 Commitments

3.5 Confidentiality

3.6 Related Party Transactions

3.7 Diversity Policy

PRINCIPLE 4: SAFEGUARD INTEGRITY IN FINANCIAL REPORTING

4.1 Audit Committee

4.1.1 Role

4.1.2 Responsibilities

CORPORATE GOVERNANCE

4.2 Risk Management Policies

PRINCIPLE 5: MAKE TIMELY AND BALANCED DISCLOSURE

5.1 Continuous Disclosure

PRINCIPLE 6: RESPECT THE RIGHTS OF SHAREHOLDERS

6.1 Shareholder Communication

CORPORATE GOVERNANCE

PRINCIPLE 7: RECOGNISE AND MANAGE RISK

7.1 Risk Management

7.1.1 Risk Management Policies

7.2 Attestations by CEO and CFO

PRINCIPLE 8: RENUMERATE FAIRLY AND RESPONSIBLY

8.1 Remuneration Committee

8.1.1 Role

8.1.2 Responsibilities

CORPORATE GOVERNANCE

8.2 Remuneration Policy

8.2.1 Senior Executive Remuneration Policy

8.2.2 Non-Executive Director Remuneration Policy

8.3 Current Director Remuneration

CORPORATE GOVERNANCE

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CLASSIC MINERALS LTD Governance Information 2013