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CODRUS MINERALS LIMITED Governance Information 2021

Sep 26, 2021

64634_rns_2021-09-26_3e32339d-30eb-4823-a6b1-9c5ce42abf0d.pdf

Governance Information

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CODRUS MINERALS LIMITED ACN 600 818 157 (Company)

CORPORATE GOVERNANCE STATEMENT

This Corporate Governance Statement is current as at 27 September 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 will, as at the date it is admitted to the official list of the ASX, follow the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations – 4[th] Edition ( Recommendations ). The Recommendations are not mandatory, however the Recommendations that will not be followed have been identified and reasons provided for not following them along with what (if any) alternative governance practices the Company intends to adopt in lieu of the recommendation.

The Company has adopted a Corporate Governance Plan 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 www.codrusminerals.com.au.

RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1
(a)
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.

1

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RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
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
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:
(a)
undertake appropriate checks before appointing
a director or senior executive or putting someone
forward for election as a Director; and
(a)
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 (a)
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.
(b)
Under the Nomination Committee Charter, all material
information relevant to a decision on whether or not to
elect or re-elect a Director must be provided to security
holders in the Notice of Meeting containing the resolution
to elect or re-elect a Director.
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 written agreements with each of its Directors
and senior executives setting out the terms of their appointment.
RECOMMENDATIONS (4TH EDITION) COMPLY 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,
responsibility and
accountability of the Company Secretary. In accordance with
this, the Company Secretary is accountable directly to the Board,
through the Chair, on all matters to do with the proper functioning
of the Board.
Recommendation 1.5
A listed entity should:
(a)
have and disclose a diversity policy;
(b)
through its board or a committee of the board set
measurable objectives for achieving gender
diversity in the composition of its board, senior
executives and workforce generally; and
(c)
disclose in relation to each reporting period:
(i)
the measurable objectives set for that
period to achieve gender diversity;
(ii)
the entity’s progress towards achieving
those objectives; and
(iii)
either:
(A)
the respective proportions of men
and women on the Board, in
senior executive positions and
across
the
whole
workforce
(including how the entity has
defined “senior executive” for
these purposes); or
(B)
if
the
entity
is
a
“relevant
employer” under the Workplace
Gender Equality Act, the entity’s
most recent “Gender Equality
Indicators”, as defined in the
Workplace Gender Equality Act.		 PARTIALLY (a)
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.
(b)
The Diversity Policy allows the Board to set measurable
gender diversity objectives, if considered appropriate, and
to continually monitor both the objectives if any have
been set and the Company’s progress in achieving them.
(c)
The measurable diversity objectives for each financial year
(if any),and the Company’s progress in achieving them,
will be detailed in the Company’s Annual Report and the
respective proportions of men and women on the Board,
in senior executive positions and across the whole
organisation (including how the entity has defined “senior
executive” for these purposes) for each financial year will
be disclosed in the Company’s Annual Report.
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
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.
Recommendation 1.6
A listed entity should:
(a)
have and disclose a process for periodically
evaluating the performance of the Board, its
committees and individual Directors; and
(b)
disclose for each reporting period whether a
performance evaluation has been undertaken in
accordance with that process during or in respect
of that period.		 Partially (a)
The Company’s Nomination Committee (or, in its absence,
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.
(b)
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 not completed performance
evaluations in respect of the Board, its committees (if any)
and individual Directors for the past financial year in
accordance with the above process due to short period
of operation, after listing on ASX on 23 June 2021.
Recommendation 1.7
A listed entity should:
(a)
have and disclose a process for evaluating the
performance of its senior executives at least once
every reporting period; and
(b)
disclose for each reporting period whether a
performance evaluation has been undertaken in
accordance with that process during or in respect
of that period.		 Yes (a)
The Company’s Nomination Committee (or, in its absence,
the Board) is responsible for evaluating the performance of
the Company’s senior executives on an annual basis. The
Company’s Remuneration Committee (or, in its absence,
the Board) is responsible for evaluating the remuneration 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.
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
(b)
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 not completed performance
evaluations in respect of the senior executives (if any) for
the past financial year in accordance with the above
process due to short period of operation, after listing on
ASX on 23 June 2021.
At this stage, due to the current size and nature of the
existing Board and the magnitude of the Company’s
operations, the Company has not appointed any senior
executives.
Principle 2: Structure the Board to be effective and add value
Recommendation 2.1
The Board of a listed entity should:
(a)
have a nomination committee which:
(i)
has at least three members, a majority of
whom are independent Directors; and
(ii)
is chaired by an independent Director,
and disclose:
(iii)
the charter of the committee;
(iv)
the members of the committee; and
(v)
as at the end of each reporting period, the
number of times the committee met
throughout the period and the individual
attendances of the members at those
meetings; or		 PARTIALLY (a)
The Company does not have a Nomination Committee.
The Company’s Nomination Committee Charter provides
for the creation of a Nomination Committee (if it is
considered it will benefit the Company), with at least three
members, a majority of whom are independent Directors,
and which must be chaired by an independent Director.
(b)
The Company does not have a Nomination Committee as
the Board considers that the Company will not currently
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 Nomination
Committee under the Nomination Committee Charter,
including the following processes to address succession
issues and to ensure the Board has the appropriate
balance
of
skills,
experience,
independence
and
knowledge of the entity to enable it to discharge its duties
and responsibilities effectively:
(i)
devoting time at least annually to discuss Board
succession issues and updating the Company’s
Board skills matrix; and

RECOMMENDATIONS (4[TH] EDITION)

COMPLY

  • EXPLANATION

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

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YES
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  • (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address Board succession issues and to ensure that the Board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.

Recommendation 2.2

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.

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

The Company has a Board skill matrix setting out the mix of skills and diversity that the Board currently has or is looking to achieve in its membership. A copy will be available in the Company’s Annual Report.

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 in the Company’s Annual Report.

Recommendation 2.3 Recommendation 2.3 (a) The Board Charter requires the disclosure of the names of
A listed
(a)		 entity should disclose:
the names of the Directors considered by the
Board to be independent Directors;		 YES (b) Directors considered by the Board to be independent. The
Board considers there are no independent Directors.
There are no independent Directors and so this is not
applicable.
(c) The Company’s Annual Report will disclose the length of
service of each Director, as at the end of each financial
year.
  • RECOMMENDATIONS (4[TH] EDITION) COMPLY EXPLANATION (b) 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

(c) the length of service of each Director

RECOMMENDATIONS (4TH EDITION) RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
(b)
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
(c)
the length of service of each Director
Recommendation 2.4
A majority of the Board of a listed entity should be
independent Directors.		 NO The Company’s Board Charter requires that, where practical, the
majority of the Board should be independent.
The Board currently comprises a total of three (3) directors, of
whom none are considered to be independent. As such,
independent directors currently do not comprise the majority of
the Board.
The Board does not currently consider an independent majority of
the Board to be appropriate given:
(a) 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 Managing
Director;
(b) the Company considers at least one (1) Director needs to be
an executive Director for the Company to be effectively
managed;
(c) 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
(d) the
Company
considers
it
appropriate
to
provide
remuneration to its Directors in the form of securities in order to
conserve its limited cash reserves.
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
The Board has taken the following steps to structure the Board to
add value despite not having an independent majority of
Directors:
(a)
To assist directors with independent judgement, Directors
are entitled to obtain independent professional advice to
properly discharge the responsibility of their office.
Provided the director first obtains approval for incurring
such expense from the Chair, the Company will pay the
reasonable expenses associated with obtaining such
advice.
(b)
Directors are required to disclose relevant personal interest
and conflicts of interest on an ongoing basis, which may in
turn trigger a review of a director’s independent status.
(c)
A determination with respect to independence is made by
the Board on an annual basis or as required.
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
CEO/Managing Director.
The Chair of the Company is not an independent Director and is
not the CEO/Managing Director.
The Board does not have an independent Chair because it was
not feasible due to the company’s current size and Board
structure.
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 In accordance with the Company’s Board Charter, the
Nominations Committee (or, in its absence, the Board) is
responsible for the approval and review of induction and
continuing professional development programs and procedures
for Directors to ensure that they can effectively discharge their
responsibilities. The Company Secretary is responsible for
facilitating inductions and professional development including
receiving briefings on material developments in laws, regulations
and accounting standards relevant to the Company.
Principle 3: Instil a culture of acting lawfully, ethically and responsibly Principle 3: Instil a culture of acting lawfully, ethically and responsibly
Recommendation 3.1
A listed entity should articulate and disclose its values.		 YES (a)
The Company and its subsidiary companies (if any) are
committed to conducting all of its business activities fairly,
honestly with a high level of integrity, and in compliance
with all applicable laws, rules and regulations. The Board,
management and employees are dedicated to high
ethical standards and recognise and support the
Company’s commitment to compliance with these
standards.
(b)
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 senior executives will continually reference such
values.
Recommendation 3.2
A listed entity should:
(a)
have and disclose a code of conduct for its
Directors, senior executives and employees; and
(b)
ensure that the Board or a committee of the Board
is informed of any material breaches of that code.		 YES (a)
The Company’s Corporate Code of Conduct applies to
the
Company’s
Directors,
senior
executives
and
employees.
(b)
The Company’s Corporate 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.
Recommendation 3.3
A listed entity should:
(a)
have and disclose a whistleblower policy; and
(a)
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 Protection Policy (which forms part
of the Corporate Governance Plan) is available on the
Company’s website. Any material breaches of the Whistleblower
Protection Policy are to be reported to the Board or a committee
of the Board.
Recommendation 3.4
A listed entity should:
(a)
have and disclose an anti-bribery and corruption
policy; and		 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.
(b)
ensure that the Board or committee of the Board is
informed of any material breaches of that policy.
Principle 4: Safeguard the integrity of corporate reports
Recommendation 4.1
The Board of a listed entity should:
(a)
have an audit committee which:
(i)
has at least three members, all of whom
are non-executive Directors and a majority
of whom are independent Directors; and
(ii)
is chaired by an independent Director,
who is not the Chair of the Board,
and disclose:
(iii)
the charter of the committee;
(iv)
the relevant qualifications and experience
of the members of the committee; and
(v)
in relation to each reporting period, the
number of times the committee met
throughout the period and the individual
attendances of the members at those
meetings; or
(b)
if it does not have an audit committee, disclose
that fact and the processes it employs that
independently verify and safeguard the integrity of
its corporate reporting, including the processes for
the appointment and removal of the external
auditor and the rotation of the audit engagement
partner.		 PARTIALLY (a)
The Company does not have an Audit and Risk Committee
as the Board considers the Company will not currently
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 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:
(i)
the Board devotes time at annual Board meetings
to fulfilling the roles and responsibilities associated
with maintaining the Company’s internal audit
function and arrangements with external auditors;
and
(ii)
all members of the Board are involved in the
Company’s audit function to ensure the proper
maintenance of the entity and the integrity of all
financial reporting.
Recommendation 4.2 YES The Company’s Audit and Risk Committee Charter requires the
CEO and CFO (or, if none, the person(s) fulfilling those functions)
to provide a sign off on these terms.
The Company intends to obtain a sign off on these terms for each
of its financial statements in each financial year.

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.

Recommendation 4.3

A listed entity should disclose its process to verify the YES integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor.

The Company will include in each of its (to the extent that the information contained in the following is not audited or reviewed by an external auditor):

  • (a) annual reports or on its website, a description of the process it undertakes to verify the integrity of the information in its annual directors’ report;

  • (b) quarterly reports, or in its annual report or on its website, a description of the process it undertakes to verify the integrity of the information in its quarterly reports;

  • (c) 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 undertakes to verify the integrity of the information in its integrated reports; and

  • (d) 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 undertakes to verify the integrity of the information in these reports.

Principle 5: Make timely and balanced disclosure

  • Recommendation 5.1 (a) The Company’s Corporate Governance Plan details the A listed entity should have and disclose a written policy for YES Company’s Continuous Disclosure policy. complying with its continuous disclosure obligations under (b) The Corporate Governance Plan, which incorporates the listing rule 3.1. 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 will 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 will be 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 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 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.
All resolutions at securityholder meetings were decided by a show
of hands because at the time of the meeting there were only one
(1) shareholder who was present at the meetings.
Recommendation 6.4
A listed entity should ensure that all substantive resolutions
at a meeting of security holders are decided by a poll
rather than by a show of hands.		 YES All substantive resolutions at securityholder meetings will be
decided by a poll rather than 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.
Shareholders 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:
(a)
have a committee or committees to oversee risk,
each of which:
(i)
has at least three members, a majority of
whom are independent Directors; and
(ii)
is chaired by an independent Director,
and disclose:
(iii)
the charter of the committee;
(iv)
the members of the committee; and
(v)
as at the end of each reporting period, the
number of times the committee met
throughout the period and the individual
attendances of the members at those
meetings; or
(b)
if it does not have a risk committee or committees
that satisfy (a) above, disclose that fact and the
process it employs for overseeing the entity’s risk
management framework.		 YES (a) The Company does not have an Audit and Risk
Committee. The Company’s Corporate Governance Plan
contains an Audit and Risk Committee Charter that
provides for the creation of an Audit and Risk Committee
with at least three members, all of whom must be non-
executive Directors, and majority of the Committee must
be independent Directors. The Committee must be
chaired by an independent Director who is not the Chair.
A copy of the Corporate Governance Plan is available on
the Company’s website.
(b) The Company does not have an Audit and Risk Committee
as the Board considers the Company will not currently
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 Audit and Risk
Committee under the Audit and Risk Committee Charter
including the following processes to oversee the entity’s risk
management framework:
(i)
the Board devotes time at quarterly
Board meetings to fulfilling the roles and
responsibilities
associated
with
overseeing risk and maintaining the
entity’s risk management framework
and associated internal compliance
and control procedures; and

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(ii) if required, engagement of external, third party experts and advisers where required to ensure the Company’s risk management framework is upheld.

(ii)
if required, engagement of external,
third party experts and advisers where
required to ensure the Company’s risk
management framework is upheld.		 (ii)
if required, engagement of external,
third party experts and advisers where
required to ensure the Company’s risk
management framework is upheld.
Recommendation 7.2
The Board or a committee of the Board should:
(a)
review the entity’s risk management framework at
least annually 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
(b)
disclose in relation to each reporting period,
whether such a review has taken place.		 YES (a)
The Audit and Risk Committee Charter requires that the
Audit and Risk Committee (or, in its absence, the Board)
should, at least annually, satisfy itself that the Company’s
risk management framework continues to be sound and
that the Company is operating with due regard to the risk
appetite set by the Board.
(b)
The Company’s Corporate Governance Plan requires the
Company to disclose at least annually whether such a
review of the Company’s risk management framework has
taken place. 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:
(a)
if it has an internal audit function, how the function
is structured and what role it performs; or
(b)
if it does not have an internal audit function, that
fact and the processes it employs for evaluating
and continually improving the effectiveness of its
governance,
risk
management
and
internal
control processes.		 YES (a)
The Audit and Risk Committee Charter provides for the
Audit and Risk Committee to monitor and periodically
review the need for an internal audit function, as well as
assessing the performance and objectivity of any internal
audit procedures that may be in place.
(b)
The Company does not have an internal audit function.
The Board considered the process employed pursuant to
the Audit and Risk Committee Charter and Risk
Management Policy are sufficient for evaluating and
continually
improving
the
effectiveness
of
its
risk
management and internal control processes given the size
and complexity of the current business.
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 Audit and Risk
Committee (or, in its absence, 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.

==> picture [381 x 164] intentionally omitted <==

Principle 8: Remunerate fairly and responsibly Recommendation 8.1 The Board of a listed entity should: PARTIALLY (a) have a remuneration committee which: (i) has at least three members, a majority of whom are independent Directors; and (ii) is chaired by an independent Director, and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a 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.

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 will disclose this information in its Annual Report and/or the Company's website as part of its continuous disclosure obligations.

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

  • (b) The Company does not have a Remuneration Committee as the Board considers the Company will not currently 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:

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

(ii) if required, engagement of external advisers to ensure remuneration for Directors and senior exectuvies is commensurate with the industry in which the Company operates, having regard to the Company’s size and operations.

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

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----- Start of picture text -----

YES
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Recommendation 8.3

A listed entity which has an equity-based remuneration YES scheme should:

  • (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and

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

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.

The Company’s Security Trading Policy includes a statement prohibiting directors, officers and employees from dealing at any time in financial products such as warrants, futures or other financial products, that specifically prohibits entering into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme.

**Additional recommendations that apply only in certain cases ** **Additional recommendations that apply only in 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.		 Not applicable
Recommendation 9.2
A listed entity established outside Australia should ensure
that meetings of security holders are held at a reasonable
place and time.		 Not applicable
Recommendation 9.3
A listed entity established outside Australia, and an
externally managed listed entity that has an AGM, should
ensure that its external auditor attends its AGM and is
available to answer questions from security holders relevant
to the audit.		 Not applicable

Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Codrus Minerals Limited

ABN/ARBN
17 600 818 157		 Financial year ended:
17 600 818 157 30 June 2021

Our corporate governance statement[1] for the period above can be found at:[2]

These pages of our ☐ annual report: This URL on our ☒ https://codrusminerals.com.au/corporate-governance/ website:

The Corporate Governance Statement is accurate and up to date as at [insert effective date of statement] and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.[3]

Date: 27 September 2021 Name of authorised officer Jamie Byrde, Company Secretary authorising lodgement:

1 “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.

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 Listing Rule 4.10.3.

Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3.

The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately.

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

3 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. See notes 4 and 5 below for further instructions on how to complete this form.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Page 1

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:		 Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should have and disclose a board charter setting
out:
(a)
the respective roles and responsibilities of its board and
management; and
(b)
those matters expressly reserved to the board and those
delegated to management.		 ☒
and we have disclosed a copy of our board charter at:
https://codrusminerals.com.au/wp-content/uploads/2021/05/Board-
Charter-Codrus-Minerals-Limited.pdf .		 ☐
set out in our Corporate Governance Statement OR
☐
we are an externally managed entity and this recommendation
is therefore not applicable
1.2 A listed entity should:
(a)
undertake appropriate checks before appointing a director or
senior executive or putting someone forward for election as
a director; and
(b)
provide security holders with all material information in its
possession relevant to a decision on whether or not to elect
or re-elect a director.		 ☒ ☐
set out in our Corporate Governance StatementOR
☐
we are an externally managed entity and this recommendation
is therefore not applicable
1.3 A listed entity should have a written agreement with each director
and senior executive setting out the terms of their appointment.		 ☒ ☐
set out in our Corporate Governance StatementOR
☐
we are an externally managed entity and this recommendation
is therefore not applicable
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.		 ☒ ☐
set out in our Corporate Governance Statement OR
☐
we are an externally managed entity and this recommendation
is therefore not applicable

4 Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with “ insert location ” underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate governance/charters/”).

5 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.

Page 2

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:		 Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
1.5 A listed entity should:
(a)
have and disclose a diversity policy;
(b)
through its board or a committee of the board set
measurable objectives for achieving gender diversity in the
composition of its board, senior executives and workforce
generally; and
(c)
disclose in relation to each reporting period:
(1)
the measurable objectives set for that period to
achieve gender diversity;
(2)
the entity’s progress towards achieving those
objectives; and
(3)
either:
(A)
the respective proportions of men and women
on the board, in senior executive positions and
across the whole workforce (including how the
entity has defined “senior executive” for these
purposes); or
(B)
if the entity is a “relevant employer” under the
Workplace Gender Equality Act, the entity’s
most recent “Gender Equality Indicators”, as
defined in and published under that Act.
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.		 ☐
and we have disclosed a copy of our diversity policy at:
and we have disclosed the information referred to in paragraph (c)
at:
and if we were included in the S&P / ASX 300 Index at the
commencement of the reporting period our measurable objective for
achieving gender diversity in the composition of its board of not less
than 30% of its directors of each gender within a specified period.		 ☒
set out in our Corporate Governance StatementOR
☐
we are an externally managed entity and this recommendation
is therefore not applicable

Page 3

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:		 Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
1.6 A listed entity should:
(a)
have and disclose a process for periodically evaluating the
performance of the board, its committees and individual
directors; and
(b)
disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.		 ☒
and we have disclosed the evaluation process referred to in
paragraph (a) at:
https://codrusminerals.com.au/wp-
content/uploads/2021/05/Performance-Evaluation-Policy-Codrus-
Minerals-Limited.pdf
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process at:
in the Company’s Corporate Governance Statement		 ☐
set out in our Corporate Governance StatementOR
☐
we are an externally managed entity and this recommendation
is therefore not applicable
1.7 A listed entity should:
(a)
have and disclose a process for evaluating the performance
of its senior executives at least once every reporting period;
and
(b)
disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.		 ☒
and we have disclosed the evaluation process referred to in
paragraph (a) at:
https://codrusminerals.com.au/wp-
content/uploads/2021/05/Performance-Evaluation-Policy-Codrus-
Minerals-Limited.pdf
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process at:
in the Company’s Corporate Governance Statement		 ☐
set out in our Corporate Governance StatementOR
☐
we are an externally managed entity and this recommendation
is therefore not applicable

Page 4

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:		 Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:		 Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1 The board of a listed entity should:
(a)
have a nomination committee which:
(1)
has at least three members, a majority of whom are
independent directors; and
(2)
is chaired by an independent director,
and disclose:
(3)
the charter of the committee;
(4)
the members of the committee; and
(5)
as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b)
if it does not have a nomination committee, disclose that
fact and the processes it employs to address board
succession issues and to ensure that the board has the
appropriate balance of skills, knowledge, experience,
independence and diversity to enable it to discharge its
duties and responsibilities effectively.		 ☒
[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
https://codrusminerals.com.au/wp-
content/uploads/2021/05/Remuneration-and-Nomination-Committee-
Charter-Codrus-Minerals-
Limited.pdf…………………………………………………………………
…………..
[insert location]
and the information referred to in paragraphs (4) and (5) at:
……………………………………………………………………………..
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have a nomination
committee and the processes we employ 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 at:
in the Company’s Corporate Governance Statement		 ☐
set out in our Corporate Governance StatementOR
☐
we are an externally managed entity and this recommendation
is therefore not applicable
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.		 ☒
and we have disclosed our board skills matrix at:
https://codrusminerals.com.au/wp-
content/uploads/2021/05/Remuneration-and-Nomination-Committee-
Charter-Codrus-Minerals-Limited.pdf		 ☐
set out in our Corporate Governance StatementOR
☐
we are an externally managed entity and this recommendation
is therefore not applicable

Page 5

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:		 Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
2.3 A listed entity should disclose:
(a)
the names of the directors considered by the board to be
independent directors;
(b)
if a director has an interest, position, affiliation or
relationship of the type described in Box 2.3 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
(c)
the length of service of each director.		 ☒
and we have disclosed the names of the directors considered by the
board to be independent directors at:
the Company’s 30 June 2021 Annual Report
https://codrusminerals.com.au/wp-
content/uploads/2021/05/Remuneration-and-Nomination-Committee-
Charter-Codrus-Minerals-Limited.pdf
and, where applicable, the information referred to in paragraph (b)
at:
the Company’s 30 June 2021 Annual Report
and the length of service of each director at:
the Company’s 30 June 2021 Annual Report		 ☐
set out in our Corporate Governance Statement
2.4 A majority of the board of a listed entity should be independent
directors.		 ☐ ☒
set out in our Corporate Governance StatementOR
☐
we are an externally managed entity and this recommendation
is therefore not applicable
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.		 ☐ ☒
set out in our Corporate Governance StatementOR
☐
we are an externally managed entity and this recommendation
is therefore not applicable
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.		 ☒ ☐
set out in our Corporate Governance StatementOR
☐
we are an externally managed entity and this recommendation
is therefore not applicable

Page 6

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:		 Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1 A listed entity should articulate and disclose its values. ☒
and we have disclosed our values at:
https://codrusminerals.com.au/wp-
content/uploads/2021/05/Statement-of-Values-Codrus-Minerals-
Limited.pdf		 ☐
set out in our Corporate Governance Statement
3.2 A listed entity should:
(a)
have and disclose a code of conduct for its directors,
senior executives and employees; and
(b)
ensure that the board or a committee of the board is
informed of any material breaches of that code.		 ☒
and we have disclosed our code of conduct at:
https://codrusminerals.com.au/wp-content/uploads/2021/05/Code-of-
Conduct-Codrus-Minerals-Limited.pdf		 ☐
set out in our Corporate Governance Statement
3.3 A listed entity should:
(a)
have and disclose a whistleblower policy; and
(b)
ensure that the board or a committee of the board is
informed of any material incidents reported under that
policy.		 ☒
and we have disclosed our whistleblower policy at:
https://codrusminerals.com.au/wp-
content/uploads/2021/05/Whistleblower-Policy-Codrus-Minerals-
Limited.pdf		 ☐
set out in our Corporate Governance Statement
3.4 A listed entity should:
(a)
have and disclose an anti-bribery and corruption policy;
and
(b)
ensure that the board or committee of the board is
informed of any material breaches of that policy.		 ☒
and we have disclosed our anti-bribery and corruption policy at:
https://codrusminerals.com.au/wp-content/uploads/2021/05/Anti-
Bribery-and-Anti-Corruption-Policy-Codrus-Minerals-Limited.pdf		 ☐
set out in our Corporate Governance Statement

Page 7

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:		 Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:		 Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1 The board of a listed entity should:
(a)
have an audit committee which:
(1)
has at least three members, all of whom are non-
executive directors and a majority of whom are
independent directors; and
(2)
is chaired by an independent director, who is not
the chair of the board,
and disclose:
(3)
the charter of the committee;
(4)
the relevant qualifications and experience of the
members of the committee; and
(5)
in relation to each reporting period, the number of
times the committee met throughout the period and
the individual attendances of the members at those
meetings; or
(b)
if it does not have an audit committee, disclose that fact
and the processes it employs that independently verify
and safeguard the integrity of its corporate reporting,
including the processes for the appointment and removal
of the external auditor and the rotation of the audit
engagement partner.		 ☒
[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
……………………………………………………………………………..
[insert location]
and the information referred to in paragraphs (4) and (5) at:
……………………………………………………………………………..
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have an audit
committee and the processes we employ that independently verify
and safeguard the integrity of our corporate reporting, including the
processes for the appointment and removal of the external auditor
and the rotation of the audit engagement partner at:
in the Company’s Corporate Governance Statement		 ☐
set out in our Corporate Governance Statement
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, in their opinion, 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.		 ☒ ☐
set out in our Corporate Governance Statement
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.		 ☒ ☐
set out in our Corporate Governance Statement

Page 8

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:		 Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should have and disclose a written policy for
complying with its continuous disclosure obligations under
listing rule 3.1.		 ☒
and we have disclosed our continuous disclosure compliance policy
at:
https://codrusminerals.com.au/wp-
content/uploads/2021/05/Continuous-Disclosure-Policy-Codrus-
Minerals-Limited.pdf		 ☐
set out in our Corporate Governance Statement
5.2 A listed entity should ensure that its board receives copies of all
material market announcements promptly after they have been
made.		 ☒ ☐
set out in our Corporate Governance Statement
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.		 ☒ ☐
set out in our Corporate Governance Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about itself and its
governance to investors via its website.		 ☒
and we have disclosed information about us and our governance on
our website at:
https://codrusminerals.com.au/wp-
content/uploads/2021/05/Shareholder-Communications-Policy-
Codrus-Minerals-Limited.pdf		 ☐
set out in our Corporate Governance Statement
6.2 A listed entity should have an investor relations program that
facilitates effective two-way communication with investors.		 ☒ ☐
set out in our Corporate Governance Statement
6.3 A listed entity should disclose how it facilitates and encourages
participation at meetings of security holders.		 ☒
and we have disclosed how we facilitate and encourage participation
at meetings of security holders at:
https://codrusminerals.com.au/wp-
content/uploads/2021/05/Shareholder-Communications-Policy-
Codrus-Minerals-Limited.pdf		 ☐
set out in our Corporate Governance Statement
6.4 A listed entity should ensure that all substantive resolutions at a
meeting of security holders are decided by a poll rather than by
a show of hands.		 ☒ ☐
set out in our Corporate Governance Statement

Page 9

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:		 Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
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.		 ☒ ☐
set out in our Corporate Governance Statement
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1 The board of a listed entity should:
(a)
have a committee or committees to oversee risk, each of
which:
(1)
has at least three members, a majority of whom are
independent directors; and
(2)
is chaired by an independent director,
and disclose:
(3)
the charter of the committee;
(4)
the members of the committee; and
(5)
as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b)
if it does not have a risk committee or committees that
satisfy (a) above, disclose that fact and the processes it
employs for overseeing the entity’s risk management
framework.		 ☒
[If the entity complies with paragraph (a):]
and the information referred to in paragraphs (4) and (5) at:
……………………………………………………………………………..
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have a risk committee
or committees that satisfy (a) and the processes we employ for
overseeing our risk management framework at:
in the Company’s Corporate Governance Statement		 ☐
set out in our Corporate Governance Statement
7.2 The board or a committee of the board should:
(a)
review the entity’s risk management framework at least
annually 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
(b)
disclose, in relation to each reporting period, whether
such a review has taken place.		 ☒
and we have disclosed whether a review of the entity’s risk
management framework was undertaken during the reporting period
at:
https://codrusminerals.com.au/wp-content/uploads/2021/05/Risk-
Management-Policy-Codrus-Minerals-Limited.pdf		 ☐
set out in our Corporate Governance Statement

Page 10

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:		 Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
7.3 A listed entity should disclose:
(a)
if it has an internal audit function, how the function is
structured and what role it performs; or
(b)
if it does not have an internal audit function, that fact and
the processes it employs for evaluating and continually
improving the effectiveness of its governance, risk
management and internal control processes.		 ☒
[If the entity complies with paragraph (a):]
and we have disclosed how our internal audit function is structured
and what role it performs at:
……………………………………………………………………………..
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have an internal audit
function and the processes we employ for evaluating and continually
improving the effectiveness of our risk management and internal
control processes at:
in the Company’s Corporate Governance Statement		 ☐
set out in our Corporate Governance Statement
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.		 ☒
and we have disclosed whether we have any material exposure to
environmental and social risks at:
https://codrusminerals.com.au/wp-content/uploads/2021/05/Risk-
Management-Policy-Codrus-Minerals-Limited.pdf
and, if we do, how we manage or intend to manage those risks at:
the Company 30 June 2021 Annual Report		 ☐
set out in our Corporate Governance Statement

Page 11

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:		 Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1 The board of a listed entity should:
(a)
have a remuneration committee which:
(1)
has at least three members, a majority of whom are
independent directors; and
(2)
is chaired by an independent director,
and disclose:
(3)
the charter of the committee;
(4)
the members of the committee; and
(5)
as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b)
if it does not have a 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.		 ☒
[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
……………………………………………………………………………..
[insert location]
and the information referred to in paragraphs (4) and (5) at:
……………………………………………………………………………..
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have a remuneration
committee and the processes we employ for setting the level and
composition of remuneration for directors and senior executives and
ensuring that such remuneration is appropriate and not excessive:
in the Company’s Corporate Governance Statement		 ☐
set out in our Corporate Governance StatementOR
☐
we are an externally managed entity and this recommendation
is therefore not applicable
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.		 ☒
and we have disclosed separately our remuneration policies and
practices regarding the remuneration of non-executive directors and
the remuneration of executive directors and other senior executives
at:
https://codrusminerals.com.au/wp-
content/uploads/2021/05/Remuneration-and-Nomination-Committee-
Charter-Codrus-Minerals-Limited.pdf		 ☐
set out in our Corporate Governance Statement OR
☐
we are an externally managed entity and this recommendation
is therefore not applicable
8.3 A listed entity which has an equity-based remuneration scheme
should:
(a)
have a policy on whether participants are permitted to
enter into transactions (whether through the use of
derivatives or otherwise) which limit the economic risk of
participating in the scheme; and
(b)
disclose that policy or a summary of it.		 ☒
and we have disclosed our policy on this issue or a summary of it at:
https://codrusminerals.com.au/wp-content/uploads/2021/05/Trading-
Policy-Codrus-Minerals-Limited-1.pdf		 ☐
set out in our Corporate Governance StatementOR
☐
we do not have an equity-based remuneration scheme and
this recommendation is therefore not applicableOR
☐
we are an externally managed entity and this recommendation
is therefore not applicable

Page 12

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:		 Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES – NOT APPLICABLE TO CODRUS MINERALS LIMITED
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.		 ☐
and we have disclosed information about the processes in place at:
………………………………………………………………………
[insert location]		 ☐
set out in our Corporate Governance Statement OR
☒
we do not have a director in this position and this
recommendation is therefore not applicable OR
☐
we are an externally managed entity and this recommendation
is therefore not applicable
9.2 A listed entity established outside Australia should ensure that
meetings of security holders are held at a reasonable place and
time.		 ☐ ☐
set out in our Corporate Governance StatementOR
☒
we are established in Australia and this recommendation is
therefore not applicable OR
☐
we are an externally managed entity and this recommendation
is therefore not applicable
9.3 A listed entity established outside Australia, and an externally
managed listed entity that has an AGM, should ensure that its
external auditor attends its AGM and is available to answer
questions from security holders relevant to the audit.		 ☐ ☐
set out in our Corporate Governance StatementOR
☒
we are established in Australia and not an externally managed
listed entity and this recommendation is therefore not
applicable
☐
we are an externally managed entity that does not hold an
AGM and this recommendation is therefore not applicable
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES - NOT APPLICABLE TO CODRUS MINERALS LIMITED
- Alternative to Recommendation 1.1 for externally managed
listed entities:
The responsible entity of an externally managed listed entity
should disclose:
(a)
the arrangements between the responsible entity and the
listed entity for managing the affairs of the listed entity;
and
(b)
the role and responsibility of the board of the responsible
entity for overseeing those arrangements.		 ☐
and we have disclosed the information referred to in paragraphs (a)
and (b) at:
……………………………………………………………………………..
[insert location]		 ☐
set out in our Corporate Governance Statement

Page 13

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:		 Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
- Alternative to Recommendations 8.1, 8.2 and 8.3 for externally
managed listed entities:
An externally managed listed entity should clearly disclose the
terms governing the remuneration of the manager.		 ☐
and we have disclosed the terms governing our remuneration as
manager of the entity at:
……………………………………………………………………………..
[insert location]		 ☐
set out in our Corporate Governance Statement

Page 14

ASX Listing Rules Appendix 4G (current at 17/7/2020)

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