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CORONADO GLOBAL RESOURCES INC. Governance Information 2021

Apr 15, 2021

64707_rns_2021-04-15_a233c385-11b4-4261-924c-93e7b3bb1be3.pdf

Governance Information

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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

ASX Announcement

16 April 2021

Appendix 4G and Corporate Governance Statement

Coronado Global Resources Inc. (ASX: CRN) (the Company ) releases its attached Appendix 4G and Corporate Governance Statement in accordance with ASX Listing Rules 4.7.3, 4.7.4 and 4.10.3.

This announcement was authorised to be given to the ASX by the Disclosure Committee of Coronado Global Resources Inc.

– Ends –

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

For further information please contact:

Investors Matthew Sullivan

P: +61(0) 412 157 276

Media Brett Clegg P: +61 (0) 487 436 985

E: [email protected]

Level 33, Central Plaza One, 345 Queen Street Brisbane QLD 4000

Coronado Global Resources Inc. ARBN: 628 199 468

T: +61 7 3031 7777 | F: +61 7 3229 7402 www.coronadoglobal.com.au

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About Coronado

Coronado Global Resources is one of the world’s largest producers of high-quality metallurgical coal. Through our market leading expertise, we operate some of the cleanest and lowest cost mines in the industry. Coronado employs approximately 1500 people and our operations are located in two of the largest and most productive metallurgical coal basins in the world: the Bowen Basin in Queensland, Australia, and the Central Appalachian region of the USA. Our mining operations are situated close to transportation infrastructure and we supply customers throughout the Asia-Pacific, India, the Americas and Europe. With a diversified production base and significant Reserves and Resources, Coronado is well placed to grow over many years. As a reliable supplier to the steel industry, we are dedicated to making a positive contribution to the global economy; and through our sustainable business practices, to the local economies and communities where we operate.

FORWARD-LOOKING STATEMENTS

This announcement contains forward-looking statements concerning the Company business, operations, financial performance and condition, the coal, steel and other industries, as well as the Company’s plans, objectives and expectations for its business, operations, financial performance and condition. Forward-looking statements may be identified by words such as "may," "could," "believes," "estimates," "expects," "intends," "considers", “forecasts”, “targets” and other similar words. Forward-looking statements provide management's current expectations or predictions of future conditions, events or results. All statements that address operating performance, events or developments that the Company expects or anticipates will occur in the future are forward-looking statements. They may include estimates of revenues, income, earnings per share, cost savings, capital expenditures, dividends, share repurchases, liquidity, capital structure, market share, industry volume, or other financial items, descriptions of management’s plans or objectives for future operations, or descriptions of assumptions underlying any of the above. All forward-looking statements speak only as of the date they are made and reflect the company's good faith beliefs, assumptions and expectations, but they are not guarantees of future performance or events. Furthermore, the company disclaims any obligation to publicly update or revise any forward-looking statement, except as required by law. By their nature, forwardlooking statements are subject to risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Factors that might cause such differences include, but are not limited to, a variety of economic, competitive and regulatory factors, many of which are beyond the company's control, that are described in the Company’s investor presentation filed with the ASX on or around the date of this announcement, as well as additional factors the Company may describe from time to time in other filings with the ASX and SEC. You may get such filings for free at the Company’s website at www.coronadoglobal.com.au. You should understand that it is not possible to predict or identify all such factors and, consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.

Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

CORONADO GLOBAL RESOURCES INC

ABN/ARBN
628 199 468
Financial year ended:
628 199 468 31 December 2020

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://coronadoglobal.com.au/environment-social☒ website: governance/

The Corporate Governance Statement is accurate and up to date as at 11 April 2021 and has been approved by the Board.

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

Date: 16 April 2021 Name of authorised officer Liesl Burman, General Counsel and Assistant Company authorising lodgement: Secretary

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
recommendation in fullfor the whole of 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://coronadoglobal.com.au/environment-social-governance/

set out in our Corporate Governance StatementOR

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
recommendation in fullfor the whole of 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:
https://coronadoglobal.com.au/environment-social-governance/
and we have disclosed the information referred to in paragraph (c)
at:
Principle 1, Paragraph 1.5 Corporate Governance Statement and at
https://coronadoglobal.com.au/environment-social-governance/
~~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
recommendation in fullfor the whole of 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:
Principle 1, Paragraph 1.6 Corporate Governance Statement and in
our Board Charter and Governance Guidelines at
https://coronadoglobal.com.au/environment-social-governance/
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process at:
Principle 1, Paragraph 1.6 Corporate Governance Statement in our
Board Charter and Governance Guidelines at
https://coronadoglobal.com.au/environment-social-governance/

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:
Principle 1, Paragraph 1.7 Corporate Governance Statement and in
the Proxy Statement and Proxy Annual Report released to ASX on
16 April 2021 at Pages 18-41
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process at:
Principle 1, Paragraph 1.7 Corporate Governance Statement and in
the Proxy Statement and Proxy Annual Report released to ASX on
16 April 2021 at Pages 18-41

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
recommendation in fullfor the whole of 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.

and we have disclosed a copy of the charter of the committee at:
https://coronadoglobal.com.au/environment-social-governance/
and the information referred to in paragraphs (4) and (5) at:
Principle 2, Paragraph 2.1 Corporate Governance Statement and in
the Proxy Statement and Proxy Annual Report released to ASX on
16 April 2021 at pages 11-17

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:
Principle 2, Paragraph 2.1 Corporate Governance Statement

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
recommendation in fullfor the whole of 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:
Principle 2, Corporate Governance Statement and in the Proxy
Statement and Proxy Annual Report released to ASX on
16 April 2021 at Pages 11-17
and, where applicable, the information referred to in paragraph (b)
at:
N/A
and the length of service of each director at:
Principle 2, Corporate Governance Statement and in the Proxy
Statement and Proxy Annual Report released to ASX on
16 April 2021 at Pages 11-17

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
recommendation in fullfor the whole of 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:
Principle 3, Paragraph 3.1 and the Company’s 2019
Sustainability Report which can be located at
https://coronadoglobal.com.au/environment-social-governance/

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://coronadoglobal.com.au/environment-social-governance/

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://coronadoglobal.com.au/environment-social-governance/

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://coronadoglobal.com.au/environment-social-governance/

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
recommendation in fullfor the whole of 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:
https://coronadoglobal.com.au/environment-social-governance/and
the information referred to in paragraphs (4) and (5) at:
Principle 4, Paragraph 4.1 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
recommendation in fullfor the whole of 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://coronadoglobal.com.au/environment-social-governance/ at
Disclosure Policy

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://coronadoglobal.com.au/

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:
Principle 6, Paragraph 6.3 Corporate Governance Statement

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
recommendation in fullfor the whole of 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):]
https://coronadoglobal.com.au/environment-social-governance/
and the information referred to in paragraphs (4) and (5) at:
Principle 7, Paragraph 7.1 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:
Principle 7, Paragraph 7.2 Corporate Governance Statement

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
recommendation in fullfor the whole of 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:
Principle 7, Paragraph 7.3 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:
Principle 7, Paragraph 7.4 Corporate Governance Statement and on
pages 35 to 65 of the Form 10-K Annual Report for the Reporting
Period ending 31 December 2020 as lodged with the SEC and
disclosed to the ASX on 26 February 2021 which can be found at
https://clients3.weblink.com.au/pdf/CRN/02347106.pdf.
and, if we do, how we manage or intend to manage those risks at:
Principle 7, Paragraph 7.4 Corporate Governance Statement and on
pages 35 to 65 of the Form 10-K Annual Report for the Reporting
Period ending 31 December 2020 as lodged with the SEC and
disclosed to the ASX on 26 February 2021 which can be found at
https://clients3.weblink.com.au/pdf/CRN/02347106.pdf.

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
recommendation in fullfor the whole of 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:
https://coronadoglobal.com.au/environment-social-governance/
and the information referred to in paragraphs (4) and (5) at:
Principle 8, Paragraph 8.1 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:
Principle 8, Paragraph 8.1 Corporate Governance Statement and
Proxy Statement and Proxy Annual Report released to ASX on 16
April 2021 at Pages 18-41.

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:
Securities Dealing Policy
https://coronadoglobal.com.au/environment-social-governance/

set out in our Corporate Governance StatementOR

we do not have an equity-based remuneration scheme and
this recommendation is therefore not applicable OR

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 Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in fullfor the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked,4we have followed the
recommendation in fullfor the whole of 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
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
~~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 applicableOR
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
- ~~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~~

~~(a)~~

~~(b)~~

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 Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in fullfor the whole of 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)

==> picture [169 x 75] intentionally omitted <==

CORONADO GLOBAL RESOURCES INC. 2020 Corporate Governance Statement

Compliance with ASX Corporate Governance Principles and Recommendations

Sound corporate governance is essential to building a sustainable business. Our security holders, customers, employees and other stakeholders expect us to manage our business in a transparent, fair and ethical manner and to comply with all local laws and regulations.

This Corporate Governance Statement (the Statement ) sets out Coronado Global Resources Inc.’s (the Company ) compliance with the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations, 4[th] edition published on 27 February 2019 ( ASX Principles & Recommendations ) for the 2020 reporting period (the Reporting Period ). The Company complies with the recommendations in the ASX Principles & Recommendations unless otherwise stated in this Statement and has established processes to maintain ongoing compliance with those recommendations. The ASX Principles & Recommendations are not mandatory.

This Statement and related corporate governance policies and charters are available from the Environment Social and Governance section of the Company’s website at https://coronadoglobal.com.au/environment-socialgovernance/.

This Statement is current to 11 April 2021 and has been approved by the Board.

PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

Recommendation 1.1 – Roles and responsibilities of the Board and Management

The Board Charter and Corporate Governance Guidelines (the Board Charter ) details the role, responsibilities and composition of the Board. The Board’s role includes:

  • overseeing and appraising the Company’s strategies, policies and procedures to protect and optimise performance, building sustainable value for stockholders;

  • reviewing management performance against the Company’s objectives within a framework of prudent and effective controls that enable risk to be assessed and managed;

  • set, review and monitor compliance with the Company’s values and governance framework (including establishing and observing high ethical standards;

  • ensuring that stockholders are informed of the Company’s performance and major developments affecting its state of affairs.

Subject to the provisions of the Delaware General Corporation Law and the Company’s Certificate of

Incorporation and Bylaws, the day-to-day operation of the Company is conducted by, or under the supervision of, the Chief Executive Officer ( CEO ).

The Board Charter sets out responsibilities and functions specifically reserved for the Board or which may be delegated to one of its Committees, including the following:

  • annual review of the Delegations of Authority Policy;

  • approving corporate objectives for the CEO to work towards, and jointly with the CEO, developing the duties and responsibilities of the CEO.

1

The Board Charter is included in the ‘Environment, Social and Governance’ section of the Company’s website at https://coronadoglobal.com.au/environment-social-governance/

Board Committees and Membership

The Board may from time to time delegate specific functions to a committee convened in accordance with their respective charters as approved by the Board . The following standing Board Committees are in operation:

  • Audit, Governance and Risk Committee;

  • Compensation and Nominating Committee; and

  • Health, Safety, Environment and Community Committee,

and the membership of those committees at 31 December 2020 is as set out below:

Committee Membership Meetings held
during FY2020
Audit, Governance and
Risk Committee
Gregory Pritchard (Chair), William Koeck,
Philip Christensen
7
Compensation and
Nominating Committee
Sir Michael Davis (Chair), Laura Tyson,
Gregory Pritchard1
2*
Health, Safety,
Environment and
Community Committee
Philip Christensen (Chair), Ernie Thrasher, Gregory
Pritchard
3

*During 2020, in addition to formal meetings held, the Compensation and Nominating Committee conducted further business by unanimous written approval of all members.

Recommendations 1.2 - Information regarding the Appointment and Re-election of Directors

The Company has a Compensation and Nominating Committee. The Compensation and Nominating Committee Charter details the requirements for background checks for any candidate nominated for a position as a director on the Board. Subject to the provisions of the Delaware General Corporation Law and the Company’s Certificate of Incorporation and Bylaws[2] , board appointment offers must be made by the Chair only after consulting with all Directors and recommendations from the Compensation and Nominating Committee being circulated to all Directors. A copy of the Compensation and Nominating Committee Charter is included in the ‘Environment, Social and Governance’ section of the Company’s website at https://coronadoglobal.com.au/environment-socialgovernance/. The Company’s Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934 as lodged with the United States Securities and Exchange Commission (the SEC ) and released to the ASX on 16 April 2021 (AEST) (the Proxy Statement Annual Report ) provides security holders with further detailed information in relation to each director appointed to the Company’s Board from time to time, in addition to information available from the Company’s periodic disclosures to the SEC and the ASX and from the Company’s website.

1 On 9 March 2021, Sir Michael Davis announced his appointment as Director and CEO of ESM Acquisition Corporation, a company affiliated with The Energy and Minerals Group. The Board has determined that Sir Michael ceased to be an independent director. Mr Koeck was reelected as Chairman of the Compensation and Nominating Committee on and from 6 April 2021.

2 The Series A Holder has certain rights to nominate and elect directors in accordance with the provisions of the Delaware General Corporation Law and the Company’s Certificate of Incorporation and Bylaws

2

Recommendation 1.3 Written agreements for Appointment of Directors and Senior executives

Under the Compensation and Nominating Committee Charter, all new Board appointments must be confirmed by letter in standard format as approved by the Board or Committee from time to time.

The Executive Team have formal employment agreements detailing their role, responsibilities and other key terms of their engagement.

Recommendation 1.4 Company Secretary

In accordance with the Board Charter, the Company Secretary is accountable directly to the Board on all matters to do with the proper functioning of the Board and all Directors have had direct access to the Company Secretary for advice.

The appointment and removal of the Company Secretary is a matter for consideration by the Board.

Recommendation 1.5 – Diversity

The Company is committed to workplace inclusion and diversity. It understands the value that diversity brings and recognises that creating a culture which welcomes and values all individuals is paramount to the Company’s ability to attract, retain, motivate and develop the best talent; create an engaged workforce; deliver the highest quality services to its customers; and to continue to grow the business.

The Company has an Inclusion and Diversity Policy detailing the following key principles that underpin the Company’s approach to diversity and inclusion as follows:

  • Diversity and inclusion are essential parts of the Company’s values. Our culture embraces diversity, welcomes all individuals and promotes inclusive practices;

  • The Company's recruitment, selection and promotion practices actively encourage diversity and aim to broaden the field of potential candidates for all positions;

  • All Company policies, procedures and practices are assessed to ensure that specific barriers to diversity are removed;

  • Leadership review and succession planning programs are structured and implemented to improve diversity by upskilling, building awareness on the benefits of embracing an inclusive culture and developing all of our people to best prepare them for career success;

  • Remuneration levels and benefit availability are continuously monitored to ensure that any gender bias is immediately addressed, and strategies implemented to ensure future bias does not occur.

Under this Policy, the Compensation and Nominating Committee is responsible for assessing performance against these principles and reviewing the Inclusion and Diversity Policy annually.

As at 31 December 2020:

  • The Company had one female Director on the Board (representing 14.3% of all Directors);

  • In the US, over 11% of the Senior Managers were female, consistent with 2019 levels;

  • In Australia, 24% of employees at a General Manager, Senior Manager and Senior Professional level were female, down from 26% in 2019;

  • We employed 55 new employees in Australia, 44% of whom were female;

  • 8.1% of our global workforce were female, up from 7.2% on 2019;

  • In Australia, 11 male employees and 8 female employees took parental leave with a respective 90.9% and 87.5% return rate;

  • 60% of all employees were between the ages of 30 and 49 years of age, up from 56% in 2019.

The Company discloses its annual report in respect of its Australian workforce pursuant to the Workplace Gender Equality Act 2012 on its website at https://coronadoglobal.com.au/environment-social-governance/.

3

The Company did not seek to set measurable objectives regarding specific gender diversity representation of our workforce in 2020, preferring to focus on ensuring a fully inclusive culture so that improvements in our diversity statistics can be more sustainable and self-perpetuating.

The Board will continue to review the Inclusion and Diversity Policy and its expectations each reporting period to ensure the focus on the Company’s inclusion and diversity aspirations and objectives remain appropriate for the Company’s business.

Recommendation 1.6 - Board, Committee and Director Evaluations

In accordance with the Board Charter and Governance Guidelines, Directors undertake annual reviews of the performance of the Board, its Committees and individual Directors.

In 2020, the Board undertook ongoing self-assessments and informal reviews of the effectiveness of the Board and its Committees, including assessing its information needs and its requirements of management for meetings of the Board and its Committees. In relation to the Board and composition of its Committees, the Chairman completed an informal assessment during the financial year and confirmed the optimal composition of each Board Committee as set out on page 2 of this Statement.

The Board will continue to undertake these evaluations of the performance of the Board, its Committees and individual directors to ensure that these remain appropriate having regard to the Company’s business and strategic plans and subject to the provisions of the Delaware General Corporation Law and the Company’s Certificate of Incorporation and Bylaws.

Recommendation 1.7 – Senior Executive Evaluations

On an annual basis, the performance of the Executive Team is reviewed with performance indicators relevant to their specific role in addition to financial performance, safety and environmental performance and strategic leadership.

The performance of the Executive Team during the Reporting Period has been assessed in accordance with this process.

Further information in relation to the review and compensation of the Executive Team is set out in the Proxy Statement Annual Report.

4

PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE

Recommendation 2.1 - Compensation and Nominating Committee

During the Reporting Period, the Company’s Compensation and Nominating Committee comprised Ms. Laura Tyson, and independent directors Mr. Gregory Pritchard and Mr. William Koeck (up until 7 August 2020) and Sir Michael Davis for the period 7 August 2020 to 6 April 2021[3] . Both Mr Koeck and Sir Michael served as independent chairpersons during the respective periods of their appointment. A copy of the Compensation and Nominating Committee Charter is included in the ‘Environment, Social and Governance’ section of the Company’s website at https://coronadoglobal.com.au/environment-social-governance/

During the Reporting Period, the Compensation and Nominating Committee held meetings on 2 occasions which were attended by all members of the committee.[4]

Recommendation 2.2 - Board Skills Matrix

As at 31 December 2020, the Board consisted of 7 directors[5] , comprising:

  • 4 independent Non-Executive Directors, including the Chairperson;

  • the Managing Director and Chief Executive Officer; and

  • 2 non-independent Non-Executive directors.

Each director resides in either Australia or the United States (other than Sir Michael Davis), the two jurisdictions in which the Company operates coal mines. Sir Michael Davis resides in the United Kingdom.

Board skills and Experience

The Board is comprised of seven Directors from Australia, the United Kingdom and the US, with diverse backgrounds, business experience, skills and attributes. The following table represents the skills and experience of Directors appointed and that the Company seeks to achieve in its members.

Leadership & Governance
Leadership
Public Listed Company experience
Corporate Governance
Strategy
Corporate Law
Economics
Sustainability & Stakeholder Management
Research
Investor relations
Media relations
Policy analysis
Remuneration
Volunteer / Not-for-Profit
Technical, Operations and Safety
Coal mining industry experience
Engineering (mining, civil)
Environmental management
Project delivery
Exploration
Safety management
Business, Finance & Risk
Accounting
Audit
Finance
Risk Management
Mergers and Acquisitions
Marketing

3 On 9 March 2021, Sir Michael Davis announced his appointment as Director and CEO of ESM Acquisition Corporation, a company affiliated with The Energy and Minerals Group. The Board has determined that Sir Michael ceased to be an independent director. Mr Koeck was re-elected as Chairman of the Compensation and Nominating Committee on and from 6 April 2021.

4 *During 2020, in addition to formal meetings held, the Compensation and Nominating Committee conducted further business by unanimous written approval of all members.

5 Mr Ernie Thrasher has advised the Company that he will not seek re-election at the Company’s 2021 AGM scheduled for 27 May 2021. He will continue to serve as a Director of Coronado for the remainder of his current term, which concludes at the end of the 2021 AGM.

5

The Board together with the Compensation and Nominating Committee, is responsible for reviewing the overall skills and experience represented by Directors to ensure that the composition and mix remains appropriate to deliver the Company’s strategy. This mix of skills and experience is considered by the Board appropriate having regard to the Company’s business and strategic direction.

The names of the Directors, the period of office held by each Director, and details of their qualifications, skills, experience and expertise are set out in the Proxy Statement Annual Report.

Recommendations 2.3, 2.4 and 2.5 - Independent Directors

Board composition

The Board was formed on 21 September 2018 and comprises a mix of independent and non-independent NonExecutive Directors together with one Executive director as outlined below:

Director Independent Non-Executive Appointment Date
William (Bill) Koeck (Chair) Yes Yes 21 September 2018
Garold (Gerry) Spindler
(Managing Director & Chief
Executive Officer)
No No 21 September 2018
Philip Christensen Yes Yes 21 September 2018
Gregory Pritchard Yes Yes 21 September 2018
Ernie Thrasher No Yes 21 September 2018
Laura Tyson No Yes 13 August 2018
Michael Davis Yes to March 20216 Yes 25 June 2020

During the Reporting Period, Mr William Koeck remained appointed as an independent director and as Chairman. The Board regularly assesses its composition to ensure that it continues to comprise Directors with the necessary broad range of skills, expertise and experience from a diverse range of backgrounds. The Board periodically assesses the independence of each Director in accordance with guidelines for assessing independence set out in the Board Charter and having regard to information relevant to this assessment as disclosed by each Nonexecutive Director to the Board from time to time. During the Reporting Period, the Board had a majority of independent directors and considered its current composition of independent and non-independent directors to be appropriate having regard to the strategic direction of the Company’s business and the current composition of the Company’s security holders. The Board continues to review its composition and may look to appoint an additional independent non-executive director from time to time, having regard to what the Board considers appropriate for the Company’s business needs.

6 On 9 March 2021, Sir Michael Davis announced his appointment as Director and CEO of ESM Acquisition Corporation, a company affiliated with The Energy and Minerals Group. The Board has determined that Sir Michael ceased to be an independent director. Mr Koeck was re-elected as Chairman of the Compensation and Nominating Committee on and from 6 April 2021.

6

Recommendation 2.6 – Induction program and professional development opportunities for Directors

The Company’s Compensation and Nominating Committee is responsible for ensuring that processes are in place to support Director induction and ongoing education and regularly review the effectiveness of these processes. From time to time, ongoing education of the board may include inviting directors to hear from external consultants and industry professionals on matters that may assist the Board. Sir Michael Davis was appointed to the Board on 25 June 2020 as an independent director on the Board until March 2021. The Board continues to review its composition and may look to appoint further independent non-executive directors from time to time, having regard to what the Board considers appropriate for the Company’s business needs.

PRINCIPLE 3 – INSTILL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY

Recommendation 3.1 – Company Values

The Company’s C.A.R.E. Values are as follows:

==> picture [318 x 252] intentionally omitted <==

For further information in relation to the Company C.A.R.E values, please refer to the Company’s 2019 Sustainability Report, published on the Company’s website at https://coronadoglobal.com.au/environment-socialgovernance/.

Recommendations 3.2 and 3.3 – Code of Conduct, Whistleblowing Policy and Anticorruption Policy

Coronado has a Code of Business Conduct and Ethics, a Whistleblowing Policy and an Anticorruption Policy which applies to all workers, including Directors and Officers of the Company. The Code of Business Conduct and Ethics, the Whistleblowing Policy and the Anticorruption Policy together with additional policies providing a framework for ethical and responsible management and performance (including the Securities Dealing Policy) are included in the ‘Environment, Social and Governance’ section of the Company’s website at https://coronadoglobal.com.au/environment-social-governance/.

An independent ‘Reporting Service’, operated by a reputable third party, is available to all individuals to anonymously report on potential or actual misconduct. The service is contactable by telephone, email, post and through a secure website. The existence and availability of the Whistleblower Hotline is promoted by posters across work areas and identifies the ability to report theft, bribery or corruption, victimization or harassment, conflicts of interest and fraud or financial mismanagement. Any reports received by the Whistleblower Hotline are assessed and, where appropriate, an investigation is undertaken in accordance with the Whistleblowing Policy.

7

The Audit and Risk Committee receives reports from the Internal Audit Function on the oversight and the management of the Whistleblower Hotline and any investigation outcomes.

PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS

Recommendation 4.1 - Audit and Risk Committee

The Company is committed to transparent auditing and reporting of the Company’s financial performance. The Audit, Governance and Risk Committee members including the Chair are all independent non-Executive Directors and have qualifications, experience and substantial financial literacy to enable them to carry out their duties. The chair of this Committee is Mr. Gregory Pritchard who is an independent director and who is also not the chair of the Board. Mr. Pritchard qualifies as an “audit committee financial expert” under the rules of the SEC. A more detailed summary of the qualifications and experience of the members of the committee is contained in the Proxy Statement Annual Report.

A copy of the Audit, Governance and Risk Committee Charter is included in the ‘Environment, Social and Governance’ section of the Company’s website at https://coronadoglobal.com.au/environment-social-governance/.

During the Reporting Period, the Audit, Governance and Risk Committee held meetings on 7 occasions which were attended by all members of the committee.

Recommendation 4.2 - CEO and CFO Declarations

At the Board’s meetings to approve the Company’s financial statements for each financial reporting period, the Board receives declarations from the Managing Director and Chief Executive Officer and Chief Financial Officer that, in their opinion.

  • the Company’s financial records have been properly maintained in accordance with appropriate accounting standards and principles;

  • the Company’s financial reports are compliant with disclosure requirements for filing with the ASX (in Australia) and the SEC (in the U.S.);

  • the financial statements fairly present, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods relevant;

  • the Company’s risk management and internal compliance and disclosure control systems are operating efficiently and effectively in all material respects, in relation to financial reporting risks.

Recommendation 4.3 – Verification of Periodic Corporate Reports

The Company is subject to periodic reporting requirements to the ASX and SEC in accordance with the disclosure requirements under U.S Law, the ASX Listing Rules and the Corporations Act 2001 (Cth). The Board is committed to providing clear, concise and effective disclosure to security holders and other stakeholders in its corporate reports.

If the Company’s auditor has not been required to review a periodic corporate report, the appropriate Senior Executives conduct an internal review and verification exercise to ensure that such reports are materially accurate and provide investors with appropriate information to make informed investment decisions. Material statements in these documents are verified by the Senior Executives and other senior personnel within the business prior to any Disclosure Committee and/or Board approval for release to the ASX and the SEC.

8

PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE

Recommendations 5.1, 5.2 and 5.3- Disclosure Policy and Market Announcements

The Company has a Disclosure Policy and procedures in place so that information is reported to the SEC and the ASX in accordance with the disclosure requirements under U.S Law, the ASX Listing Rules and the Corporations Act 2001 (Cth). The Board reviews the Company’s compliance with its continuous disclosure obligations at each of its meetings. The Company Secretary is responsible for coordinating disclosure of information to the SEC, ASX, the Australian Securities and Investments Commission and security holders. A copy of the Disclosure Policy is included in the ‘Environment, Social and Governance’ section of the Company’s website at https://coronadoglobal.com.au/environment-social-governance/.

For the purposes of continuous disclosure under the ASX Listing Rules in Australia, the Disclosure Policy requires that if management becomes aware of any potentially material information, the information must be reported immediately to a member of the Disclosure Committee. A similar obligation also arises where a non-employee director becomes aware of potentially material information in their capacity as a Director of the Company.

The Disclosure Committee comprises the CEO, Group CFO and Chief Legal Officer and Secretary. The Disclosure Committee is responsible for determining whether information is material and requires disclosure under the continuous disclosure requirements. Where a disclosure is required to be made to the ASX and/or the SEC, the Chief Legal Officer & Secretary is responsible for all communication with the SEC and the ASX and lodgement of documents and announcements.

Separately, in 2020, the Company established a SEC Disclosure Committee comprising a broader group of key management personnel with focus on financial reporting. This Committee meets at least quarterly to review the Company’s disclosures and to review compliance with SEC and accounting rules and regulations.

The Company has a process in place whereby the Board receives copies of all material announcements to the SEC and the ASX promptly after they have been made. The Company releases copies of new and substantive investor or analyst presentations to the ASX ahead of any presentation.

PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS

Recommendation 6.1 Information for Investors on Website

The Board recognises the importance of ensuring that security holders are kept informed of all major developments affecting the Company.

The Company’s website provides stakeholders with a range of information about the Company, including its operations, community involvement, announcements to the SEC and the ASX, share price performance, annual reports to security holders, and upcoming key events.

Major announcements, such as the half year and full year financial results and the annual general meeting, are webcast live and/or recorded and available promptly on the Company’s website.

The Company’s website is available at https://coronadoglobal.com.au/. In particular, as outlined in this Statement, detailed information regarding the Company’s Corporate Governance and applicable procedures can be found at https://coronadoglobal.com.au/environment-social-governance/.

Recommendation 6.2 - Investor Relations

Following the release of half year and full year financial results announcements or as otherwise required, the Company conducts investor briefings in a variety of formats including via audio webcast, teleconference calls and investor roadshows with institutional investor groups and investment analysts. These events provide an opportunity for investors and other financial market participants to gain a greater understanding of the Company’s business, governance and financial performance and to express their views on any matters of concern or interest to them.

9

The Company’s Disclosure Policy sets out the procedures and guidelines relating to continuous disclosure and the communication of information to investors. This information is communicated to security holders through SEC and ASX announcements, the Company’s website, periodic reports, emails and other means where appropriate.

Investor relations enquiries can be directed by telephone on +61 7 3031 7738 and by email to [email protected] and these details are displayed on the Company’s website.

Recommendation 6.3 - Facilitating and Encouraging participation at security holder meetings

The Company encourages its security holders (including its CDI holders) to attend and participate in its annual general meetings, either in person or remotely, including via electronic means (such as live webcasts and virtual meetings). Where security holders are unable to attend the annual general meeting, security holders may appoint a proxy or complete CDI voting instruction forms to vote ahead of the meeting without having to attend. Security holders are encouraged to submit questions during or in advance of the annual general meeting.

Recommendation 6.4 - Resolutions at security holder meetings

Subject to the provisions of the Delaware General Corporation Law and the Company’s Certificate of Incorporation and Bylaws, all resolutions at annual general meetings of security holders are decided by a poll.

Recommendation 6.5 Facilitating Electronic Communications

Security holders (including CDI holders) have the option to receive communications electronically by registering on-line with the share registry manager, Computershare. Security holders may also send communications electronically to Computershare.

PRINCIPLE 7 – RECOGNISE AND MANAGE RISK

The Company recognises that risk is a part of doing business and that effective risk management is fundamental to achieving the Company’s strategic and operational objectives.

Under the supervision of the Board, management is responsible for identifying and managing risks.

The Board is responsible for ensuring that a comprehensive system of risk oversight and management is present and internal controls are effective. In particular, the Board ensures that the principal strategic, operational, financial reporting and compliance risks are identified, and that systems are in place to manage and report on these risks.

The Board, together with management, constantly seeks to identify, monitor and mitigate risk. Internal controls are monitored on a continuous basis and, wherever possible, improved.

The Board is also assisted by the Audit, Governance and Risk Committee to oversee the Company’s financial reporting risks by reviewing the major risks affecting each business segment and developing and recommending to the Board, strategies to mitigate the risk. The Health, Safety, Environment and Community Committee also assists the Board to oversee and minimize health, safety, environmental and community risks. The Compensation and Nominating Committee assists the Board to oversee and minimise compensation and skills risks. The Charters which set out the specific responsibilities of these Committees are available on Coronado’s website.

Recommendation 7.1 Risk Committee

Please refer to the statements above in respect of the composition and conduct of the Audit, Governance and Risk Committee during the Reporting Period at page 8 of this Statement.

Recommendation 7.2 – Risk management framework and annual risk review

Under the supervision of the Board, management is responsible for identifying and managing risks identified by the Executive Team and conducts this risk management through the operation and implementation of its framework of company policies and practices that enable the Board and management to appropriately assess, manage and mitigate risks that arise in the Company’s business. During 2020, the Company developed a risk

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management policy and an integrated risk management framework. The risk management framework was reviewed and approved by the Board in December 2020. Risk registers have been completed by the Company. In 2021, the Company will focus on consolidating these risk registers. This updated risk management framework and all strategic risks will be annually reviewed by the Audit Governance and Risk Committee, and the Board from time to time, as is necessary and appropriate, having regard to the Company’s business and strategic direction and emerging risks.

Recommendation 7.3 - Internal Audit Function

The Internal Audit Function is governed by a Board-approved Internal Audit Charter. On an annual basis an Internal Audit plan is endorsed by the Audit, Governance and Risk Committee and approved by the Board for implementation.

The Company’s Internal Audit Function is managed by the General Manager, Assurance and Risk. Execution of the annual Internal Audit plan is performed using a co-source model whereby the audits are led by the General Manager, Assurance and Risk and performed by external third party service providers. External third party service providers are selected on an audit by audit basis depending on the subject matter. Progress against the Internal Audit plan is monitored by the Audit, Governance and Risk Committee during each reporting period.

Recommendation 7.4 – Environmental and social risks

The Company regularly monitors and manages its exposure to all risks including economic, environmental, social and sustainability risks. The Company has made detailed disclosure of the material risk factors facing our business including environmental and social risks on pages 35 to 65 of the Form 10-K Annual Report for the Reporting Period ending 31 December 2020 as lodged with the SEC and disclosed to the ASX on 26 February 2021 which can be found at https://clients3.weblink.com.au/pdf/CRN/02347106.pdf.

PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY

Recommendation 8.1 Remuneration Committee

Details regarding the membership and composition of the Compensation and Nominating Committee, including a link to a copy of its Charter is included on page 5 of this Statement.

Recommendation 8.2 Remuneration of Non-Executive Directors and Executive Directors and Senior Executives

A detailed summary of the Company’s Executive and Board remuneration policies and practices is set out in the Proxy Statement Annual Report.

Recommendation 8.3 Policy on Hedging under Equity Based Remuneration Schemes

The Company maintains a hedging policy, as part of our Securities Dealing Policy, a copy of which is available at https://coronadoglobal.com.au/environment-social-governance/ on the Company’s website, that applies to our non-employee directors, executives, officers, employees, contractors and consultants. Under our policy, hedging includes entering into any arrangements that operate to limit the economic risk associated with holding our securities. We prohibit the practice of hedging any of our securities acquired under any employee, executive or director equity plan operated by us prior to vesting. Under our policy, our securities must never be hedged while they are subject to a holding lock or restriction on dealing under the terms of an employee, executive or director equity plan operated by us.

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ADDITIONAL RECOMMENDATIONS FOR COMPANIES ESTABLISHED OUTSIDE AUSTRALIA

Recommendation 9.2 Security holder meetings

The Company ensures that its security holder meetings are held at a reasonable time and place to facilitate participation by all security holders and where possible, uses available technology to facilitate such participation.

Recommendation 9.3 Auditors attend the Company’s AGM

The Company’s external auditor attends the annual general meeting and is available to answer questions from security holders about:

  • the conduct of the audit;

  • the preparation and content of the Auditor’s Report;

  • the accounting policies adopted by the Company in its preparation of the financial statements; and

  • the independence of the Auditor in relation to the conduct of the audit.

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