CLASSIC MINERALS LTD — Governance Information 2016

Sep 29, 2016

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity:

Classic Minerals Limited

ABN / ARBN:

77 119 484 016

Financial vear ended:

30 June 2016

Our corporate governance statement² for the above period above can be found at:³

$\Box$ These pages of our annual report:

This URL on our website: $\boxtimes$

http://www.classicminerals.com.au/corpgov.php

The Corporate Governance Statement is accurate and up to date as at 30 September 2016 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.

Date:

30 September 2016

Name of Director or Secretary authorising lodgement:

1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of rule 4.10.3.

² "Corporate governance statement" is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

3 Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity's corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.

Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes "OR" at the end of the selection and you delete the other options, you can also, if you wish, delete the "OR" at the end of the selection.

I

	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed 4
	PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
$\ddot{ }$ :	those matters expressly reserved to the board and those the respective roles and responsibilities of its board and delegated to management. A listed entity should disclose: management; and $\widehat{a}$ $\widehat{\Theta}$	and information about the respective roles and responsibilities of our reserved to the board and those delegated to management): board and management (including those matters expressly at http://www.classicminerals.com.au/corpgov.php in our Corporate Governance Statement OR that we follow this recommendation: at [insert location] the fact $\times$ $\Box$	we are an externally managed entity and this recommendation an explanation why that is so in our Corporate Governance is therefore not applicable Statement OR
1.2	undertake appropriate checks before appointing a person, or possession relevant to a decision on whether or not to elect putting forward to security holders a candidate for election, provide security holders with all material information in its or re-elect a director. as a director; and A listed entity should: $\widehat{a}$ $\widehat{e}$	at http://www.classicminerals.com.au/corpgov.php in our Corporate Governance Statement OR that we follow this recommendation: the fact $\Box$ $\times$	we are an externally managed entity and this recommendation an explanation why that is so in our Corporate Governance is therefore not applicable Statement OR
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	at http://www.classicminerals.com.au/corpgov.php in our Corporate Governance Statement OR that we follow this recommendation: the fact ⊠	we are an externally managed entity and this recommendation an explanation why that is so in our Corporate Governance is therefore not applicable Statement OR
$\ddot{ }$	directly to the board, through the chair, on all matters to do with the The company secretary of a listed entity should be accountable proper functioning of the board.	at http://www.classicminerals.com.au/corpgov.php in our Corporate Governance Statement OR that we follow this recommendation: the fact $\boxtimes$	we are an externally managed entity and this recommendation an explanation why that is so in our Corporate Governance is therefore not applicable Statement OR

4 If you have followed all of the Council's recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed 4
in achieving them; A listed entity should: that Act. $\widehat{\left(2\right)}$ $\circledR$ $\odot$ $\circledcirc$	the board or a relevant committee of the board in accordance assess annually both the objectives and the entity's progress if the entity is a "relevant employer" under the Workplace whole organisation (including how the entity has defined measurable objectives for achieving gender diversity and to measurable objectives for achieving gender diversity set by Equality Indicators", as defined in and published under have a diversity policy which includes requirements for the Gender Equality Act, the entity's most recent "Gender (1) the respective proportions of men and women on the with the entity's diversity policy and its progress towards board, in senior executive positions and across the disclose as at the end of each reporting period the board or a relevant committee of the board to set "senior executive" for these purposes); or disclose that policy or a summary of it; and achieving them and either:	and the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with our and the information referred to in paragraphs (c)(1) or (2): the fact that we have a diversity policy that complies with diversity policy and our progress towards achieving them: at http://www.classicminerals.com.au/ corpgov.php at http://www.classicminerals.com.au/corpgov.php at http://www.classicminerals.com.au/corpgov.php and a copy of our diversity policy or a summary of it: in our Corporate Governance Statement OR in our Corporate Governance Statement OR in our Corporate Governance Statement OR at [insert location] $\overline{a}$ paragraph ⊠ X $\boxtimes$	we are an externally managed entity and this recommendation an explanation why that is so in our Corporate Governance is therefore not applicable Statement OR $\Box$
A listed entity should: directors; and $\widehat{a}$ $\widehat{e}$	have and disclose a process for periodically evaluating the performance evaluation was undertaken in the reporting performance of the board, its committees and individual disclose, in relation to each reporting period, whether a period in accordance with that process.	at http://www.classicminerals.com.au/corpgov.php at http://www.classicminerals.com.au/corpgov.php the evaluation process referred to in paragraph (a): and the information referred to in paragraph (b): in our Corporate Governance Statement OR in our Corporate Governance Statement OR X X	we are an externally managed entity and this recommendation an explanation why that is so in our Corporate Governance is therefore not applicable Statement OR □ $\Box$
A listed entity should: $\widehat{a}$ $\widehat{\Theta}$	have and disclose a process for periodically evaluating the performance evaluation was undertaken in the reporting disclose, in relation to each reporting period, whether a performance of its senior executives; and period in accordance with that process.	at http://www.classicminerals.com.au/corpgov.php at http://www.classicminerals.com.au/corpgov.php the evaluation process referred to in paragraph (a): and the information referred to in paragraph (b): in our Corporate Governance Statement OR in our Corporate Governance Statement OR $\boxtimes$ X $\boxtimes$	we are an externally managed entity and this recommendation an explanation why that is so in our Corporate Governance is therefore not applicable Statement OR $\Box$

	Corporate Governance Council recommendation	followed the recommendation in full for the whole of the period above. We have disclosed We have	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed 4
	PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE
21	as at the end of each reporting period, the number of if it does not have a nomination committee, disclose that (1) has at least three members, a majority of whom are succession issues and to ensure that the board has the independence and diversity to enable it to discharge its the individual attendances of the members at those times the committee met throughout the period and appropriate balance of skills, knowledge, experience, fact and the processes it employs to address board (2) is chaired by an independent director, (4) the members of the committee; and duties and responsibilities effectively. have a nomination committee which: (3) the charter of the committee; independent directors; and The board of a listed entity should: meetings; or and disclose: $\overline{5}$ $\widehat{a}$ $\widehat{e}$	the fact that we have a nomination committee that complies with knowledge, experience, independence and diversity to enable it to processes we employ to address board succession issues and to the fact that we do not have a nomination committee and the and the information referred to in paragraphs (4) and (5): ensure that the board has the appropriate balance of skills at http://www.classicminerals.com.au/corpgov.php at http://www.classicminerals.com.au/corpgov.php at http://www.classicminerals.com.au/corpgov.php in our Corporate Governance Statement OR in our Corporate Governance Statement OR discharge its duties and responsibilities effectively: in our Corporate Governance Statement OR and a copy of the charter of the committee: [if the entity complies with paragraph (a):] [If the entity complies with paragraph (b):] paragraphs (1) and (2): $\overline{\sigma}$ $\boxtimes$ X	we are an externally managed entity and this recommendation an explanation why that is so in our Corporate Governance is therefore not applicable Statement OR
2.2	setting out the mix of skills and diversity that the board currently A listed entity should have and disclose a board skills matrix has or is looking to achieve in its membership.	at http://www.classicminerals.com.au/corpgov.php in our Corporate Governance Statement OR our board skills matrix: $\boxtimes$	we are an externally managed entity and this recommendation an explanation why that is so in our Corporate Governance is therefore not applicable Statement OR

$\frac{1}{2}$ .

	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed 4
23	relationship of the type described in Box 2.3 but the board the names of the directors considered by the board to be independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and if a director has an interest, position, association or is of the opinion that it does not compromise the the length of service of each director. A listed entity should disclose: independent directors; $\widehat{a}$ $\overline{e}$ $\odot$	and, where applicable, the information referred to in paragraph (b): the names of the directors considered by the board to be at http://www.classicminerals.com.au/corpgov.php at http://www.classicminerals.com.au/corpgov.php in our Corporate Governance Statement OR in our Corporate Governance Statement OR in our Corporate Governance Statement OR and the length of service of each director: at [insert location] independent directors: $\boxtimes$ X X	an explanation why that is so in our Corporate Governance Statement $\Box$
2.4	A majority of the board of a listed entity should be independent directors.	at http://www.classicminerals.com.au/corpgov.php in our Corporate Governance Statement OR the fact that we follow this recommendation: ⊠	we are an externally managed entity and this recommendation an explanation why that is so in our Corporate Governance is therefore not applicable Statement OR
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.	at http://www.classicminerals.com.au/corpgov.php in our Corporate Governance Statement OR the fact that we follow this recommendation: $\boxtimes$	we are an externally managed entity and this recommendation an explanation why that is so in our Corporate Governance is therefore not applicable Statement OR $\Box$
2.6	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	at http://www.classicminerals.com.au/corpgov.php in our Corporate Governance Statement OR the fact that we follow this recommendation: ⊠	we are an externally managed entity and this recommendation an explanation why that is so in our Corporate Governance is therefore not applicable Statement OR $\Box$
31	have a code of conduct for its directors, senior executives PRINCIPLE 3 - ACT ETHICALLY AND RESPONSIBLY disclose that code or a summary of it. and employees; and A listed entity should: $\widehat{e}$ $\widehat{a}$	at http://www.classicminerals.com.au/corpgov.php in our Corporate Governance Statement OR our code of conduct or a summary of it: $\boxtimes$	an explanation why that is so in our Corporate Governance Statement □

	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed 4
	PRINCIPLE 4 - SAFEGUARD INTEGRITY IN CORPORATE REPORTING
4.2 4.1	and the processes it employs that independently verify and The board of a listed entity should, before it approves the entity's and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial safeguard the integrity of its corporate reporting, including is chaired by an independent director, who is not the external auditor and the rotation of the audit engagement performance of the entity and that the opinion has been formed financial statements for a financial period, receive from its CEO the individual attendances of the members at those times the committee met throughout the period and if it does not have an audit committee, disclose that fact statements comply with the appropriate accounting standards in relation to each reporting period, the number of the processes for the appointment and removal of the (1) has at least three members, all of whom are non- (4) the relevant qualifications and experience of the executive directors and a majority of whom are and give a true and fair view of the financial position and members of the committee; and (3) the charter of the committee; have an audit committee which: independent directors; and The board of a listed entity should: chair of the board, meetings; or and disclose: partner $\widehat{2}$ $\widehat{\Theta}$ $\widehat{a}$ $\widehat{e}$	we employ that independently verify and safeguard the integrity of our the fact that we do not have an audit committee and the processes corporate reporting, including the processes for the appointment and the fact that we have an audit committee that complies with and the information referred to in paragraphs (4) and (5): removal of the external auditor and the rotation of the audit at http://www.classicminerals.com.au/corpgov.php at http://www.classicminerals.com.au/corpgov.php at http://www.classicminerals.com.au/corpgov.php in our Corporate Governance Statement OR in our Corporate Governance Statement OR in our Corporate Governance Statement OR in our Corporate Governance Statement OR the fact that we follow this recommendation: and a copy of the charter of the committee: [if the entity complies with paragraph (b):] [if the entity complies with paragraph (a):] at [insert location] at [insert location] paragraphs (1) and (2) engagement partner: $\boxtimes$ X ⊠	an explanation why that is so in our Corporate Governance an explanation why that is so in our Corporate Governance Statement Statement $\Box$
	on the basis of a sound system of risk management and internal control which is operating effectively.

	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed 4
4.3	A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.	at http://www.classicminerals.com.au/corpgov.php in our Corporate Governance Statement OR the fact that we follow this recommendation: ⊐ $\times$	annual general meeting and this recommendation is therefore an explanation why that is so in our Corporate Governance we are an externally managed entity that does not hold an Statement OR not applicable
	PRINCIPLE 5 - MAKE TIMELY AND BALANCED DISCLOSURE
51	have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and disclose that policy or a summary of it. A listed entity should: $\Theta$ $\widehat{a}$	our continuous disclosure compliance policy or a summary of it: at http://www.classicminerals.com.au/corpgov.php in our Corporate Governance Statement OR $\boxtimes$	an explanation why that is so in our Corporate Governance Statement
	PRINCIPLE 6 - RESPECT THE RIGHTS OF SECURITY HOLDERS
$\overline{6}$	A listed entity should provide information about itself and its governance to investors via its website.	information about us and our governance on our website: at http://www.classicminerals.com.au/corpgov.php ⊠	an explanation why that is so in our Corporate Governance Statement □
6.2	A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors	at http://www.classicminerals.com.au/corpgov.php in our Corporate Governance Statement OR the fact that we follow this recommendation: X	an explanation why that is so in our Corporate Governance Statement
6.3	A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.	our policies and processes for facilitating and encouraging at http://www.classicminerals.com.au/corpgov.php in our Corporate Governance Statement OR participation at meetings of security holders: $\boxtimes$	periodic meetings of security holders and this recommendation an explanation why that is so in our Corporate Governance we are an externally managed entity that does not hold is therefore not applicable Statement OR
6.4	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	at http://www.classicminerals.com.au/corpgov.php in our Corporate Governance Statement OR the fact that we follow this recommendation: X	an explanation why that is so in our Corporate Governance Statement

		Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed 4
		PRINCIPLE 7 - RECOGNISE AND MANAGE RISK
7.1	$\widehat{a}$ $\Theta$	as at the end of each reporting period, the number of have a committee or committees to oversee risk, each of (1) has at least three members, a majority of whom are satisfy (a) above, disclose that fact and the processes it the individual attendances of the members at those times the committee met throughout the period and if it does not have a risk committee or committees that employs for overseeing the entity's risk management (2) is chaired by an independent director, (4) the members of the committee; and (3) the charter of the committee; independent directors; and The board of a listed entity should: meetings; or and disclose: framework. which: 6	the fact that we have a committee or committees to oversee risk the fact that we do not have a risk committee or committees that and the processes we employ for overseeing our risk and the information referred to in paragraphs (4) and (5): at http://www.classicminerals.com.au/corpgov.php at http://www.classicminerals.com.au/corpgov.php at http://www.classicminerals.com.au/corpgov.php in our Corporate Governance Statement OR in our Corporate Governance Statement OR in our Corporate Governance Statement OR and a copy of the charter of the committee: [if the entity complies with paragraph (a):] [if the entity complies with paragraph (b):] that comply with paragraphs (1) and (2): management framework: at [insert location] satisfy (a) $\Box$ X ⊠	an explanation why that is so in our Corporate Governance Statement
7.2	$\widehat{a}$ $\widehat{e}$	disclose, in relation to each reporting period, whether such annually to satisfy itself that it continues to be sound; and review the entity's risk management framework at least The board or a committee of the board should: a review has taken place.	the fact that board or a committee of the board reviews the entity's risk management framework at least annually to satisfy itself that it and that such a review has taken place in the reporting period at http://www.classicminerals.com.au/corpgov.php in our Corporate Governance Statement OR in our Corporate Governance Statement OR covered by this Appendix 4G: at [insert location] continues to be sound: $\boxtimes$	an explanation why that is so in our Corporate Governance Statement

	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed 4
7.3	if it does not have an internal audit function, that fact and improving the effectiveness of its risk management and the processes it employs for evaluating and continually if it has an internal audit function, how the function is structured and what role it performs; or internal control processes. A listed entity should disclose: $\widehat{e}$ $\widehat{a}$	effectiveness of our risk management and internal control processes: processes we employ for evaluating and continually improving the the fact that we do not have an internal audit function and the how our internal audit function is structured and what role it at http://www.classicminerals.com.au/corpgov.php In our Corporate Governance Statement OR in our Corporate Governance Statement OR [If the entity complies with paragraph (b):] [if the entity complies with paragraph (a):] at [insert location] performs: $\times$	an explanation why that is so in our Corporate Governance Statement
7.4	risks and, if it does, how it manages or intends to manage those exposure to economic, environmental and social sustainability A listed entity should disclose whether it has any material risks.	environmental and social sustainability risks and, if we do, how we at http://www.classicminerals.com.au/corpgov.php whether we have any material exposure to economic, In our Corporate Governance Statement OR manage or intend to manage those risks: $\boxtimes$	an explanation why that is so in our Corporate Governance Statement

	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed 4
	PRINCIPLE 8 - REMUNERATE FAIRLY AND RESPONSIBLY
$\overline{\infty}$	if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and as at the end of each reporting period, the number of (1) has at least three members, a majority of whom are the individual attendances of the members at those times the committee met throughout the period and composition of remuneration for directors and senior executives and ensuring that such remuneration is is chaired by an independent director, the members of the committee; and have a remuneration committee which: (3) the charter of the committee; independent directors; and appropriate and not excessive. The board of a listed entity should: meetings; or and disclose: (2) $\overline{4}$ $\overline{5}$ $\widehat{a}$ $\circledcirc$	the fact that we have a remuneration committee that complies with remuneration for directors and senior executives and ensuring that the fact that we do not have a remuneration committee and the processes we employ for setting the level and composition of and the information referred to in paragraphs (4) and (5): at http://www.classicminerals.com.au/corpgov.php such remuneration is appropriate and not excessive: in our Corporate Governance Statement OR in our Corporate Governance Statement OR in our Corporate Governance Statement OR and a copy of the charter of the committee: [If the entity complies with paragraph (a):] [if the entity complies with paragraph (b):] at [insert location] at [insert location] at [insert location] paragraphs (1) and (2): X	we are an externally managed entity and this recommendation is an explanation why that is so in our Corporate Governance therefore not applicable Statement OR $\mathcal{L}_{\mathcal{A}}$ $\Box$
8.2	practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior A listed entity should separately disclose its policies and executives.	separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of at http://www.classicminerals.com.au/corpgov.php in our Corporate Governance Statement OR executive directors and other senior executives: ⊠	we are an externally managed entity and this recommendation an explanation why that is so in our Corporate Governance is therefore not applicable Statement OR
8.3	A listed entity which has an equity-based remuneration scheme derivatives or otherwise) which limit the economic risk of have a policy on whether participants are permitted to enter into transactions (whether through the use of disclose that policy or a summary of it. participating in the scheme; and should: $\widehat{a}$ $\Theta$	at http://www.classicminerals.com.au/corpgov.php in our Corporate Governance Statement OR our policy on this issue or a summary of it: X	we do not have an equity-based remuneration scheme and this we are an externally managed entity and this recommendation an explanation why that is so in our Corporate Governance recommendation is therefore not applicable OR is therefore not applicable Statement OR u

Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed 4
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
Alternative to Recommendation 1.1 for externally managed listed the arrangements between the responsible entity and the the role and responsibility of the board of the responsible listed entity for managing the affairs of the listed entity; The responsible entity of an externally managed listed entity entity for overseeing those arrangements. should disclose: entities: @ $\widehat{e}$	the information referred to in paragraphs (a) and (b): our Corporate Governance Statement OR t [insert location] $\equiv$ ᢛ	an explanation why that is so in our Corporate Governance Statement
Alternative to Recommendations 8.1, 8.2 and 8.3 for externally An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager managed listed entities:	the terms governing our remuneration as manager of the entity: our Corporate Governance Statement OR at [insert location] 크.	an explanation why that is so in our Corporate Governance Statement

$\label{eq:3.1} \mathfrak{m} = \frac{1}{2} \sum_{i=1}^n \mathfrak{m}_i \mathfrak{m}_i \mathfrak{m}_i$

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