CORE ENERGY MINERALS LTD — Governance Information 2021

Sep 28, 2021

OAR RESOURCES LIMITED ACN 009 118 861 (Company)

CORPORATE GOVERNANCE STATEMENT

FOR THE FINANCIAL YEAR ENDING 30 JUNE 2021

This Corporate Governance Statement is current as at 30 June 2021 and has been approved by the Board of the Company.

This Corporate Governance Statement discloses the extent to which the Company has, during the financial year ending 30 June 2021, followed the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations – 4[th] Edition ( Recommendations ). The Recommendations are not mandatory, however the Recommendations that have not been followed for any part of the reporting period have been identified and reasons provided for not following them along with what (if any) alternative governance practices were adopted in lieu of the recommendation during that period.

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

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

The Company’s Corporate Governance Plan is available on the Company’s website at https://www.oarresources.com.au/corporate-governance

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RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
Principle 1: Lay solid foundations for management and oversight
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RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION	RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION	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. 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 (if any), 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.

1

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RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
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) The Company has guidelines for the appointment and selection
A listed entity should: YES of the Board and senior executives in its Corporate Governance
Plan. The Company’s Nomination Committee Charter (in the
(a) undertake appropriate checks before appointing a
Company’s Corporate Governance Plan) requires the
director or senior executive or putting someone forward
Nomination Committee (or, in its absence, the Board) to ensure
for election as a Director; and
appropriate checks (including checks in respect of character,
(b) provide security holders with all material information in experience, education, criminal record and bankruptcy history
its possession relevant to a decision on whether or not (as appropriate)) are undertaken before appointing a person, or
to elect or re-elect a Director. 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 The Company’s Nomination Committee Charter requires the Nomination
A listed entity should have a written agreement with each Director PARTIALLY Committee (or, in its absence, the Board) to ensure that each Director
and senior executive setting out the terms of their appointment. 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 have written agreements with its Executive Director and
senior executives for the past financial year.
Recommendation 1.4 The Board Charter outlines the roles, responsibility and accountability of
The Company Secretary of a listed entity should be accountable YES the Company Secretary. In accordance with this, the Company
directly to the Board, through the Chair, on all matters to do with Secretary is accountable directly to the Board, through the Chair, on all
the proper functioning of the Board. matters to do with the proper functioning of the Board.
Recommendation 1.5 (a) The Company has adopted a Diversity Policy which provides a
A listed entity should: PARTIALLY framework for the Company to establish, achieve and measure
diversity objectives, including in respect of gender diversity. The
(a) have and disclose a diversity policy;
Diversity Policy is available, as part of the Corporate
(b) through its board or a committee of the board set
Governance Plan, on the Company’s website.
measurable objectives for achieving gender diversity in
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RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
the composition of its board, senior executives and (b) The Diversity Policy allows the Board to set measurable gender
workforce generally; and diversity objectives, if considered appropriate, and to continually
monitor both the objectives [if any have been set and the
(c) disclose in relation to each reporting period:
Company’s progress in achieving them.
(i) the measurable objectives set for that period to
achieve gender diversity; (c) The Board did not set measurable gender diversity objectives for
the past financial year, because:
(ii) the entity’s progress towards achieving those
objectives; and (i) the Board did not anticipate there would be a need to
appoint any new Directors or senior executives due to
(iii) either:
the limited nature of the Company’s existing and
(A) the respective proportions of men
proposed activities and the Board’s view that the existing
and women on the Board, in senior Directors and senior executives have sufficient skill and
executive positions and across the experience to carry out the Company’s plans; and
whole workforce (including how the
entity has defined “senior executive”
for these purposes); or (ii) the respective proportions of men and women on the
Board, in senior executive positions and across the
(B) if the entity is a “relevant employer”
whole organisation (including how the entity has defined
under the Workplace Gender
“senior executive” for these purposes) for the past
Equality Act, the entity’s most recent
financial year is disclosed below.
“Gender Equality Indicators”, as
defined in the Workplace Gender
Equality Act.
If the entity was in the S&P / ASX 300 Index at the
Women Men Total % Female
commencement of the reporting period, the measurable objective
for achieving gender diversity in the composition of its board Board of Directors - 3 3 -
should be to have not less than 30% of its directors of each Other KMP - 2 2 -
gender within a specified period.
Other Employees 2 0 2 100%
Total Organisation 2 5 7 29%
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RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
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• EXPLANATION

• (a) The Company’s Nomination Committee (or, in its absence, the Board) is responsible for evaluating the performance of the Board, its committees (if any) 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.

RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION	RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION	RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
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.	YES	(a) The Company’s Nomination Committee (or, in its absence, the Board) is responsible for evaluating the performance of the Board, its committees (if any) 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 Board has developed an informal process for performance evaluation whereby the performance of all directors is reviewed regularly by the Chair and other Director. The Board as a whole may then hold a facilitated discussion during which each Board member has the opportunity to raise any matter, suggestion for improvement or criticism with the Board as a whole. The Chair may also meet individually with each Board member to discuss their performance. Non-executive directors may also meet to discuss the performance of the Chair. Directors whose performance is consistently unsatisfactory may be asked to retire. The Company has completed informal 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. Going forward, it is the Company’s intention that all directors will continue to receive individual performance evaluations at least annually. The Company has 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.

RECOMMENDATIONS (4TH EDITION) COMPLY	RECOMMENDATIONS (4TH EDITION) COMPLY	EXPLANATION
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. (b) The Company has developed an informal process of performance evaluation whereby an assessment of progress is carried out throughout the year. The Board as a whole may then hold a facilitated discussion during which each Board member has the opportunity to raise any matter, suggestion for improvement or criticism with the Board as a whole. The Chair of the Board may also meet individually with Non-Executive Directors, to discuss their performance. Executive Directors whose performance is consistently unsatisfactory may be asked to retire. The Company has completed an informal performance evaluation in respect of the senior executives (being the Executive Chairman) for the past financial year in accordance with the applicable processes.
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	PARTIALLY	(a) 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

RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
(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 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.		(b) The Company did not have a Nomination Committee for the past financial year as the Board did not consider the Company would benefit from its establishment. 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 (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. The Board oversees the appointment and induction process for directors and the selection, appointment and succession planning process of the Company’s Executive Chairman. When a vacancy exists or there is a need for a particular skill, the Board, determines the selection criteria that will be applied. The Board will then identify suitable candidates, with assistance from an external consultant if required, and will interview and assess the selected candidates. Directors are initially appointed by the Board and must stand for re-election at the Company’s next Annual General Meeting of shareholders. Directors must then retire from office and nominate for re-election at least once every three years with the exception of the Executive Chairman.
Recommendation 2.2 A listed entity should have and disclose a Board skills matrix setting out the mix of skills that the Board currently has or is looking to achieve in its membership.	NO	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.

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RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
Given the current size and stage of development of the Company the
Board has not yet established a formal board skills matrix. Gaps in the
collective skills of the Board are regularly reviewed by the Board as a
whole, with the Board proposing candidates for directorships having
regard to the desired skills and experience required by the Company as
well as the proposed candidates’ diversity of background.
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.
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Recommendation 2.3

• A listed entity should disclose: YES

• (a) the names of the Directors considered by the Board to be independent Directors;

• (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

• (a) The Board Charter requires the disclosure of the names of Directors considered by the Board to be independent. The Company has disclosed those Directors it considered to be independent in its Annual Report. The current Board composition includes 2 Non-Executive Directors (both of whom are considered to be independent), Mr Joseph Van Den Elsen and Mr David Vilensky. The Board has considered the guidance to Principle 2 and in particular the relationships affecting independent status. In its assessment of independence, the Board considers all relevant facts and circumstances. Relationships that the Board will take into consideration when evaluating independence are whether a Director:

• is a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a substantial shareholder of the Company;

• is employed, or has previously been employed in an executive capacity by the Company or another Company member, and there has not been a period of at least three years between ceasing such employment and serving on the Board;

• has within the last three years been a principal of a material professional advisor or a material consultant to the Company or another Company member, or an employee materially associated with the service provided; • is a material supplier or customer of the Company or other Company member, or an officer of or otherwise associated directly or indirectly with a material supplier or customer; or • has a material contractual relationship with the Company or another Company member other than as a Director.

• (b) There are no independent Directors who fall into this category; (c) The length of service of each Director, as at the end of each financial year is as follows:

RECOMMENDATIONS (4TH EDITION)	COMPLY		EXPLANATION
			Name Position Term of Office Christopher Gale Executive Chairman Appointed 6 March 2019 27 months David Vilensky Non- Executive Director Appointed 6 March 2019 27 months Joseph Van Den Elsen Non- Executive Director Appointed 6 March 2020 15 months
			Name Position
			Christopher Gale Executive Chairman
			David Vilensky Non- Executive Director
			Joseph Van Den Elsen Non- Executive Director
Recommendation 2.4 A majority of the Board of a listed entity should be independent Directors.	YES		The Company’s Board Charter requires that, where practical, the majority of the Board should be independent. The Board currently comprises a total of 3 directors, of whom 2 are considered to be independent. As such, independent directors currently comprise the majority of the Board.
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 during the past financial year, Mr Christopher Gale is not an independent Director due to his role as the Executive Chairman. Mr. Gale’s experience and knowledge of the Company make his contribution valuable to the Board such that it is appropriate for him to remain as Chair of the Board.
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.

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RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
Principle 3: Instil a culture of acting lawfully, ethically and responsibly
Recommendation 3.1 (a) The Company and its subsidiary companies (if any) are
A listed entity should articulate and disclose its values. YES 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 YES (a) The Company’s Corporate Code of Conduct applies to the
A listed entity should: Company’s Directors, senior executives and employees.
(a) have and disclose a code of conduct for its Directors, (b) The Company’s Corporate Code of Conduct (which forms part
of the Company’s Corporate Governance Plan) is available on
senior executives and employees; and
the Company’s website. Any material breaches of the Code of
(b) ensure that the Board or a committee of the Board is
Conduct are reported to the Board or a committee of the Board.
informed of any material breaches of that code.
Recommendation 3.3 YES The Company’s Whistleblower Protection Policy (which forms part of the
A listed entity should: Corporate Governance Plan) is available on the Company’s website.
Any material breaches of the Whistleblower Protection Policy are to be
(a) have and disclose a whistleblower policy; and
reported to the Board.
(a) ensure that the Board or a committee of the Board is
informed of any material incidents reported under that
policy.
Recommendation 3.4 YES
A listed entity should: The Company’s Anti-Bribery and Anti-Corruption Policy (which forms
(a) have and disclose an anti-bribery and corruption policy; part of the Corporate Governance Plan) is available on the Company’s
and website. Any material breaches of the Anti-Bribery and Anti-Corruption
Policy are to be reported to the Board.
(b) ensure that the Board or committee of the Board is
informed of any material breaches of that policy.
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RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
Principle 4 : Safeguard the integrity of corporate reports
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RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION	RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION	RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
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’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. The Company did not have an Audit and Risk Committee for the past financial year as the Directors do not view that the size of the Company warrants a separate Audit Committee. 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. The Board is of the view that the experience and professionalism of the persons on the Board is sufficient to ensure that all significant matters are appropriately addressed and actioned. Further, the Board does not consider that the Company is of sufficient size to justify the appointment of additional directors for the sole purpose of satisfying this recommendation as it would be cost prohibitive and counterproductive.

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RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
Recommendation 4.2 The Company’s Audit and Risk Committee Charter requires the
The Board of a listed entity should, before it approves the entity’s YES Executive Chairman and CFO (or, if none, the person(s) fulfilling those
financial statements for a financial period, receive from its CEO functions) to provide a sign off on these terms.
and CFO a declaration that the financial records of the entity have The Company has obtained a sign off on these terms for each of its
been properly maintained and that the financial statements financial statements in the past financial year.
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 The Company ensures that the corporate reports it releases are
A listed entity should disclose its process to verify the integrity of YES reviewed by Management and provided to the Board to ensure the
any periodic corporate report it releases to the market that is not financial and technical content is accurate, balanced and
understandable. Where appropriate, information contained in corporate
audited or reviewed by an external auditor.
reports is referenced to supporting documents and sources.
Further, in accordance with Section 295A of the Corporations Act 2001
and Recommendation 4.2 of the ASX Corporate Governance Principles
and Recommendations, the Executive Chairman and CFO make
declarations to the Board that the Company’s financial records have
been properly maintained in accordance with the Act and that the
financial statements comply with accounting standards and give a true
and fair view of the financial position and performance of the Company
and that the above statement is founded on a sound system of risk
management and internal control and that the systems which are
operating effectively in all material respects in relation to financial
reporting risks.
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 listing (b) The Corporate Governance Plan, which incorporates the
rule 3.1. Continuous Disclosure policy, is available on the Company’s
website.
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RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
Recommendation 5.2 A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.	YES	Under the Company’s Continuous Disclosure Policy (which forms part of the Corporate Governance Plan), all members of the Board receive material market announcements promptly after they have been made.
Recommendation 5.3 A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation.	YES	All substantive investor or analyst presentations were released on the ASX Markets Announcement Platform ahead of such presentations.
Principle 6:Respect the rights of security holders
Recommendation 6.1 A listed entity should provide information about itself and its governance to investors via its website.	YES	Information about the Company and its governance is available in the Corporate Governance Plan which can be found on the Company’s website.
Recommendation 6.2 A listed entity should have an investor relations program that facilitates effective two-way communication with investors.	YES	The Company has adopted a Shareholder Communications Strategy which aims to promote and facilitate effective two-way communication with investors. The 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	The Company’s Security Holder Communication Policy addresses security holder attendance at Security Holder Meetings. Shareholders are encouraged to participate at all general meetings and AGMs of the Company and provides Shareholders with the opportunity to participate in shareholder meetings by allowing voting in person, by proxy or online.

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RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
Recommendation 6.4 All resolutions at securityholder meetings were decided by way of a poll.
A listed entity should ensure that all substantive resolutions at a YES
meeting of security holders are decided by a poll rather than by a
show of hands.
Recommendation 6.5 YES The Company encourages the use of electronic communication and
A listed entity should give security holders the option to receive offers Security Holders the option to receive and send electronic
communications from, and send communications to, the entity communication to the Company and its share registry where possible.
and its security registry electronically. 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
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RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
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RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION	RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION	RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
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.	PARTIALLY	(a) The Company did not have an Audit and Risk Committee for the past financial year as the Directors do not view that the size of the Company warrants a separate Risk Committee. All matters that might properly be dealt with by the Risk Committee are dealt with by the full Board. The Company’s Corporate Governance Plan contains an Audit and Risk Committee Charter that provides for the creation of an Audit and Risk Committee (if deemed appropriate in the future) 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. (b) The Company did not have an Audit and Risk Committee for the past financial year. The Board is of the view that the experience and professionalism of the persons on the Board is sufficient to ensure that all significant matters are appropriately addressed and actioned. Further, the Board does not consider that the Company is of sufficient size to justify the appointment of additional directors for the sole purpose of satisfying this recommendation as it would be cost prohibitive and counterproductive. The Board is responsible for overseeing the establishment and implementation of effective risk management and internal control systems to manage the Company’s material business risks and for reviewing and monitoring the Company’s application of those systems. Major risk categories reported include operational risk, environmental risk, sustainability, statutory reporting and compliance, financial risks (including financial reporting, treasury, information technology and taxation), and market related risks.

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RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
Recommendation 7.2 (a) The Audit and Risk Committee Charter requires that the Audit
The Board or a committee of the Board should: YES and Risk Committee (or, in its absence, the Board) should, at
least annually, satisfy itself that the Company’s risk management
(a) review the entity’s risk management framework at least
framework continues to be sound and that the Company is
annually to satisfy itself that it continues to be sound and
operating with due regard to the risk appetite set by the Board.
that the entity is operating with due regard to the risk
The Board is responsible for reviewing the Company’s risk
appetite set by the Board; and
management framework and overseeing the establishment and
(b) disclose in relation to each reporting period, whether implementation of effective risk management and internal control
such a review has taken place. systems to manage the Company’s material business risks and
for reviewing and monitoring the Company’s application of those
systems. 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.
(b) Risk framework reviews may occur more or less frequently than
annually as necessitated by changes in the Company and its
operating environment. Given the operations of the Company
have not materially changed over the past 12 month period, a
risk framework review has not taken place during the financial
year ended 30 June 2021.
Recommendation 7.3 (a) The Audit and Risk Committee Charter provides for the Audit and
A listed entity should disclose: YES Risk Committee (and in its absence, the Board) to monitor and
periodically review the need for an internal audit function, as well
(a) if it has an internal audit function, how the function is
as assessing the performance and objectivity of any internal
structured and what role it performs; or
audit procedures that may be in place.
(b) if it does not have an internal audit function, that fact and
(b) The Company did not have an internal audit function for the past
the processes it employs for evaluating and continually
financial year. As set out in Recommendation 7.1, the Board is
improving the effectiveness of its governance, risk
responsible for overseeing the establishment and
management and internal control processes.
implementation of effective risk management and internal control
systems to manage the Company’s material business risks and
for reviewing and monitoring the Company’s application of those
systems.
Recommendation 7.4 The Audit and Risk Committee Charter requires the Audit and Risk
A listed entity should disclose whether it has any material YES Committee (or, in its absence, the Board) to assist management to
exposure to environmental or social risks and, if it does, how it determine whether the Company has any potential or apparent exposure
manages or intends to manage those risks. to environmental or social risks and, if it does, put in place management
systems, practices and procedures to manage those risks.
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RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
		The Company’s Corporate Governance Plan requires the Company to disclose whether it has any potential or apparent exposure to environmental or social risks and, if it does, put in place management systems, practices and procedures to manage those risk. Where the Company does not have material exposure to environmental or social risks, report the basis for that determination to the Board, and where appropriate benchmark the Company’s environmental or social risk profile against its peers. The Company discloses this information in its Annual Report.
Principle 8: Remunerate fairly and responsibly
Recommendation 8.1 The Board of a listed entity should: (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.	PARTIALLY	(a) The Company did not have a Remuneration Committee for the past financial year. 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 did not have a Remuneration Committee for the past financial year as the Board did not consider the Company would benefit from its establishment, and does not currently have one. In accordance with the Company’s Board Charter, the Board carries out the duties that would ordinarily be carried out by the 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 an annual Board meeting to assess the level and composition of remuneration for Directors and senior executives; and (ii) periodically benchmarks the Company’s remuneration against its peers.

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RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
Recommendation 8.2 The Company’s Corporate Governance Plan requires the Board to
A listed entity should separately disclose its policies and practices YES disclose its policies and practices regarding the remuneration of
regarding the remuneration of non-executive Directors and the Directors and senior executives, which is disclosed in the remuneration
remuneration of executive Directors and other senior executives. report contained in the Company’s Annual Report.
Recommendation 8.3 The Company had an equity-based remuneration scheme during the
A listed entity which has an equity-based remuneration scheme YES past financial year. The Company has adopted a Non-executive Director
should: Deferred Rights Plan and an Incentive Rights Plan. A summary of the
Plans is disclosed in the Notice of Meeting lodged with ASX on 24 June
(a) have a policy on whether participants are permitted to
2020. The objective of the Plans is to attract, motivate and retain key
enter into transactions (whether through the use of
Directors, employees and contractors and it is considered by the
derivatives or otherwise) which limit the economic risk
Company that the adoption of the Plans and the future issue of Rights
of participating in the scheme; and
and Shares under the Plans provides selected participants with the
(b) disclose that policy or a summary of it.
opportunity to participate in the future growth of the Company.
Recommendation 9.1
A listed entity with a director who does not speak the language in Not applicable
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.
Recommendation 9.2 Not applicable
A listed entity established outside Australia should ensure that
meetings of security holders are held at a reasonable place and
time.
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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.
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		Not applicable
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.