DART MINING NL — Governance Information 2015

Sep 29, 2015

Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Recommendations Name of entity	Recommendations Name of entity
Dart Mining NL
ABN/ARBN		Financialyear ended
119 904 880		30 June 2015

Our corporate governance statement[2] for the above period above can be found at:[3]

• these pages of our annual report: _________

• this URL on our website:

http://www.dartmining.com.au/OurCompany/CorporateGovernance

The Corporate Governance Statement is accurate and up to date as at 24 September 2015 and has been approved by the board.

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

Date here: 30 September 2015

==> picture [133 x 42] intentionally omitted <==

Sign here: _______ Company Secretary

1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.

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

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

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

3 Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity’s corporate governance statement can be found.

1

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

	Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …
	PRINCIPLE 1– LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
	1.1	A listed entity should disclose: (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.	… the fact that we follow this recommendation:  in our Corporate Governance StatementOR  at this location: _________ Insert location here … and information about the respective roles and responsibilities of our board and management (including those matters expressly reserved to the board and those delegated to management):  On Pages 1 & 2 of our Corporate Governance Statement (CGS), this may be accessed at: http://www.dartmining.com.au/OurCompany/CorporateGovernance	 an explanation why that is so 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 person, or putting forward to security holders a candidate 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.	… the fact that we follow this recommendation:  in our Corporate Governance StatementOR  at this location: We provide security holders with all material information in our possession relevant to a decision on whether or not to elect or re‐election a director in our Notices of Meeting for our Annual General Meetings. Those notices may be accessed at: http://www.dartmining.com.au/ASXAnnouncements	 an explanation why that is so 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.	… the fact that we follow this recommendation:  in our Corporate Governance StatementOR  at this location: _________ Insert location here	 an explanation why that is so in our Corporate Governance StatementOR  we are an externally managed entity and this recommendation is therefore not applicable

2

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …
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.	… the fact that we follow this recommendation:  in our Corporate Governance Statement OR  at this location: _________ Insert location here	 an explanation why that is so in our Corporate Governance StatementOR  we are an externally managed entity and this recommendation is therefore not applicable
1.5	A listed entity should: (a) have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them; (b) disclose that policy or a summary of it; and (c) disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity’s diversity policy and its progress towards achieving them and either: (1) the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or (2) 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.	… the fact that we have a diversity policy that complies with paragraph (a):  in our Corporate Governance Statement Please refer to pages 5 and 6 of the Corporate Governance Statement at this location: http://www.dartmining.com.au/OurCompany/CorporateGovernance OR  at this location: ______ Insert location here_ … and a copy of our diversity policy or a summary of it:  at this location: http://www.dartmining.com.au/OurCompany/CorporateGovernance … the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with our diversity policy and our progress towards achieving them:  in our Corporate Governance StatementOR  at this location: ______ _Insert location here … and the information referred to in paragraphs (c)(1) or (2):  in our Corporate Governance StatementOR  at this location: _________ Insert location here	 an explanation why that is so in our Corporate Governance StatementOR  we are an externally managed entity and this recommendation is therefore not applicable

3

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …
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, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	… the evaluation process referred to in paragraph (a):  in our Corporate Governance StatementOR  at this location: ______ Insert location here_ … and the information referred to in paragraph (b):  in our Corporate Governance StatementOR  at this location: ______ _Insert location here	 	an explanation why that is so 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 periodically evaluating the performance of its senior executives; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	… the evaluation process referred to in paragraph (a):  in our Corporate Governance StatementOR  at this location: ______ Insert location here_ … and the information referred to in paragraph (b):  in our Corporate Governance Statement OR  at this location: ______ _Insert location here	 	an explanation why that is so in our Corporate Governance Statement OR we are an externally managed entity and this recommendation is therefore not applicable Please refer to Page 9 of the Corporate Governance Statement: http://www.dartmining.com.a u/OurCompany/CorporateGo vernance

4

	Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …
	PRINCIPLE 2‐ STRUCTURE THE BOARD TO ADD VALUE
	2.1	The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings;OR (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.	[If the entity complies with paragraph (a):] … the fact that we have a nomination committee that complies with paragraphs (1) and (2):  in our Corporate Governance StatementOR  at this location: ______ Insert location here_ … and a copy of the charter of the committee:  at this location: http://www.dartmining.com.au/OurCompany/CorporateGovernance … and the information referred to in paragraphs (4) and (5):  in our Corporate Governance StatementOR  at this location: Please refer to pages 7 and 8 of the Dart Mining 2015 Financial Report. That report may be accessed at: http://www.dartmining.com.au/ASXAnnouncements [If the entity complies with paragraph (b):] … the fact that we do not have a nomination committee and the processes we employ to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively:  in our Corporate Governance StatementOR  at this location: ______ _Insert location here	 	an explanation why that is so in our Corporate Governance Statement Please refer to Page 9 of the Corporate Governance Statement: http://www.dartmining.com.a u/OurCompany/CorporateGo vernance OR we are an externally managed entity and this recommendation is therefore not applicable

5

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.	… our board skills matrix:  in our Corporate Governance StatementOR  at this location: _________ Insert location here	 an explanation why that is so in our Corporate Governance Statement OR  we are an externally managed entity and this recommendation is therefore not applicable
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, association 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, association or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.	… the names of the directors considered by the board to be independent directors:  in our Corporate Governance StatementOR  at this location: Please refer to pages 5 and 6 of the Dart Mining 2015 Financial Report which can be found in the following location: http://www.dartmining.com.au/ASXAnnouncements/2015 … where applicable, the information referred to in paragraph (b):  in our Corporate Governance StatementOR  at this location: _________ Insert location here … the length of service of each director:  in our Corporate Governance StatementOR  at this location: Please refer to pages 5 and 6 of the Dart Mining 2015 Financial Report which can be found in the following location: http://www.dartmining.com.au/ASXAnnouncements	 an explanation why that is so in our Corporate Governance Statement
2.4	A majority of the board of a listed entity should be independent directors.	… the fact that we follow this recommendation:  in our Corporate Governance StatementOR  at this location: _________ Insert location here	an explanation why that is so in our Corporate Governance StatementOR  we are an externally managed entity and this recommendation is therefore not applicable

6

	Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
	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.	… the fact that we follow this recommendation:  in our Corporate Governance StatementOR  at this location: _________ Insert location here		an explanation why that is so 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 provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively.	… the fact that we follow this recommendation:  in our Corporate Governance StatementOR  at this location: http://www.dartmining.com.au/OurCompany/CorporateGovernance		 an explanation why that is so in our Corporate Governance StatementOR  we are an externally managed entity and this recommendation is therefore not applicable
	PRINCIPLE 3– ACT ETHICALLY AND RESPONSIBLY
	3.1	A listed entity should: (a) have a code of conduct for its directors, senior executives and employees; and (b) disclose that code or a summary of it.	… ou  	r code of conduct or a summary of it: in our Corporate Governance StatementOR at this location: Please refer to the Board Charter which contains the Code of Conduct: http://www.dartmining.com.au/OurCompany/CorporateGovernance	 an explanation why that is so in our Corporate Governance Statement

7

PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING

PRINCIPLE 4– SAFEGUARD INTEGRITY IN CORPORATE REPORTING	PRINCIPLE 4– SAFEGUARD INTEGRITY IN CORPORATE REPORTING	PRINCIPLE 4– SAFEGUARD INTEGRITY IN CORPORATE REPORTING	PRINCIPLE 4– SAFEGUARD INTEGRITY IN CORPORATE REPORTING	PRINCIPLE 4– SAFEGUARD INTEGRITY IN CORPORATE REPORTING	PRINCIPLE 4– SAFEGUARD INTEGRITY IN CORPORATE REPORTING
	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):] … the fact that we have an audit committee that complies with paragraphs (1) and (2):  in our Corporate Governance StatementOR  at this location: ______ Insert location here_ … and a copy of the charter of the committee:  at this location: http://www.dartmining.com.au/OurCompany/CorporateGovernance … and the information referred to in paragraphs (4) and (5):  in our Corporate Governance StatementOR  at this location: Please refer to pages 7 and 8 of the Dart Mining 2015 Financial Report which can be found in the following location: http://www.dartmining.com.au/ASXAnnouncements/2015 [If the entity complies with paragraph (b):] … the fact that we do not have an audit committee and the processes we employ that independently verify and safeguard the integrity of our corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner:  in our Corporate Governance StatementOR  at this location: ______ _Insert location here		an explanation why that is so in our Corporate Governance Statement Please refer to page 9 of Corporate Governance Statement at the following location: http://www.dartmining.com.a u/OurCompany/CorporateGov ernance

8

	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.	… the fact that we follow this recommendation:  in our Corporate Governance StatementOR  at this location: _________ Insert location here	… the fact that we follow this recommendation:  in our Corporate Governance StatementOR  at this location: _________ Insert location here	 an explanation why that is so in our Corporate Governance Statement
	4.3	A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.	… the fact that we follow this recommendation:  in our Corporate Governance StatementOR  at this location: _________ Insert location here		 an explanation why that is so in our Corporate Governance StatementOR  we are an externally managed entity that does not hold an annual general meeting and this recommendation is therefore not applicable
	PRINCIPLE 5– MAKE TIMELY AND BALANCED DISCLOSURE
	5.1	A listed entity should: (a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and (b) disclose that policy or a summary of it.	… ou  	r continuous disclosure compliance policy or a summary of it: in our Corporate Governance StatementOR Please refer to Board Charter at the following location: http://www.dartmining.com.au/OurCompany/CorporateGovernance	 an explanation why that is so 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.	… information about us and our governance on our website:  at this location: http://www.dartmining.com.au/OurCompany/AboutUs http://www.dartmining.com.au/OurCompany/CorporateGovernance		 an explanation why that is so in our Corporate Governance Statement

9

	6.2	A listed entity should design and implement an investor relations program to facilitate effective two‐way communication with investors.	… the fact that we follow this recommendation:  in our Corporate Governance StatementOR  at this location: _________ Insert location here		an explanation why that is so in our Corporate Governance Statement
	6.3	A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.	… our policies and processes for facilitating and encouraging participation at meetings of security holders:  in our Corporate Governance StatementOR  at this location: _________ Insert location here	 	an explanation why that is so in our Corporate Governance StatementOR we are an externally managed entity that does not hold periodic meetings of security holders and this recommendation is therefore not applicable
	6.4	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	… the fact that we follow this recommendation:  in our Corporate Governance StatementOR  at this location: _________ Insert location here		an explanation why that is so 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	[If the entity complies with paragraph (a):] … the fact that we have a committee or committees to oversee risk that comply with paragraphs (1) and (2):  in our Corporate Governance StatementOR  at this location: _________ Insert location here … and a copy of the charter of the committee:  Please refer to the Audit and Risk Committee Charter at the following location: http://www.dartmining.com.au/OurCompany/CorporateGovernance … and the information referred to in paragraphs (4) and (5):  in our Corporate Governance StatementOR Please refer to pages 7 and 8 of the Dart Mining 2015 Financial Report which can be found in the following location: http://www.dartmining.com.au/ASXAnnouncements/2015		an explanation why that is so in our Corporate Governance Statement Please refer to page 9 of Corporate Governance Statement at the following location: http://www.dartmining.com.a u/OurCompany/CorporateGo vernance

10

	(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 (b):] … the fact that we do not have a risk committee or committees that satisfy (a) and the processes we employ for overseeing our risk management framework:  in our Corporate Governance StatementOR  at this location: _________ Insert location here
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 (b) disclose, in relation to each reporting period, whether such a review has taken place.	… the fact that we follow this recommendation:  in our Corporate Governance StatementOR  at this location: _________ Insert location here	 an explanation why that is so in our Corporate Governance Statement
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 risk management and internal control processes.	[If the entity complies with paragraph (a):] … how our internal audit function is structured and what role it performs:  in our Corporate Governance StatementOR  at this location: ______ Insert location here_ [If the entity complies with paragraph (b):] … the fact that we do not have an internal audit function and the processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control processes:  in our Corporate Governance StatementOR  at this location: ______ _Insert location here	 an explanation why that is so in our Corporate Governance Statement
7.4	A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.	… whether we have any material exposure to economic, environmental and social sustainability risks and, if we do, how we manage or intend to manage those risks:  in our Corporate Governance StatementOR  at this location: _________ Insert location here	 an explanation why that is so in our Corporate Governance Statement

11

PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY

PRINCIPLE 8– REMUNERATE FAIRLY AND RESPONSIBLY	PRINCIPLE 8– REMUNERATE FAIRLY AND RESPONSIBLY	PRINCIPLE 8– REMUNERATE FAIRLY AND RESPONSIBLY	PRINCIPLE 8– REMUNERATE FAIRLY AND RESPONSIBLY	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):] … the fact that we have a remuneration committee that complies with paragraphs (1) and (2):  in our Corporate Governance StatementOR  at this location: ______ Insert location here_ … and a copy of the charter of the committee:  at this location: http://www.dartmining.com.au/OurCompany/CorporateGovernance … and the information referred to in paragraphs (4) and (5):  in our Corporate Governance StatementOR  at this location: Please refer to pages 3 and 4 of the Dart Mining 2015 Financial Report which can be found in the following location: http://www.dartmining.com.au/ASXAnnouncements [If the entity complies with paragraph (b):] … the fact that we do not have a remuneration committee and the processes we employ for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive:  in our Corporate Governance StatementOR  at this location: ______ _Insert location here	 	an explanation why that is so in our Corporate Governance Statement Please refer to page 9 of Corporate Governance Statement at the following location: http://www.dartmining.com.a u/OurCompany/CorporateGo vernance OR 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.	… separately our remuneration policies and practices regarding the remuneration of non‐ executive directors and the remuneration of executive directors and other senior executives:  in our Corporate Governance StatementOR  at this location: _________ Insert location here	 	an explanation why that is so in our Corporate Governance StatementOR we are an externally managed entity and this recommendation is therefore not applicable

12

	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.	… our policy on this issue or a summary of it:  in our Corporate Governance StatementOR  at this location: _________ Insert location here	 an explanation why that is so in our Corporate Governance StatementOR We do not have an equity‐based remuneration scheme and this recommendation is therefore not applicableOR  we are an externally managed entity and this recommendation is therefore not applicable
	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; (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements.	… the information referred to in paragraphs (a) and (b):  in our Corporate Governance StatementOR  at this location: _________ Insert location here	 an explanation why that is so in our Corporate Governance Statement
	‐	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.	… the terms governing our remuneration as manager of the entity:  in our Corporate Governance StatementOR  at this location: _________ Insert location here	 an explanation why that is so in our Corporate Governance Statement

13

==> picture [88 x 100] intentionally omitted <==

CORPORATE GOVERNANCE STATEMENT

30 JUNE 2015

BOARD OF DIRECTORS

The Board of Dart Mining NL has adopted a formal charter which allocates responsibilities between the Board and management of the Company which is available from the corporate governance section of the Company's website at www.dartmining.com.au . The charter details the composition, responsibilities and code of conduct under which the Board operates. The Board has resolved unanimously that the Company will at all times aspire to “good practice” in Corporate Governance.

Unless otherwise indicated in this statement the practices specified in the charter have been followed throughout the reporting period and will remain in force until amended by resolution of the Board.

Role of the Board

The Board acknowledges its accountability to shareholders for creating shareholder value within a framework that protects the rights and interests of shareholders and ensures the Company is properly managed. The Board aims to achieve these objectives through the adoption and monitoring of strategies, plans, policies and performance as follows:

‐ Providing input into, and approval of, the Group’s strategic direction; approval and monitoring of budgets and business plans; and ensuring that appropriate resources are available, including capital management and budgeting for major capital

‐ Approving the Group’s systems of risk management, monitoring their effectiveness and maintaining a dialogue with the Group’s auditors;

‐ Considering, approving and monitoring internal and external financial and other reporting, including reporting to shareholders, the ASX and other stakeholders;

‐ Selection and evaluation of Directors, the Managing Director, and senior executives and planning for their succession;

‐ Setting the Managing Director and Director's remuneration within shareholder approved limits and ensuring that the remuneration and conditions of service of senior executives are appropriate;

‐ Ensuring, and setting standards for, ethical behaviour and compliance with the Group’s own governing documents, including the Group’s Code of Conduct and corporate governance standards.

Board Processes

The Board aims to perform its role and objectives through the adoption and monitoring of strategies, plans, policies and performance; the review of the Managing Director and senior management's performance, conduct and reward; monitoring of the major risks of the Company’s business; and by ensuring the Company has policies and procedures to satisfy its legal and ethical responsibilities. The Board undertakes these tasks after considering recommendations made by the Company's three sitting

Corporate Governance Statement (continued)

Committees, the Audit and Risk Management Committee the Remuneration Committee and Technical Committee.

The Board determines the strategic direction of the Company and sets policies accordingly. In addition to maintaining oversight of the Company’s executive management and operations, the Board monitors substantive issues such as ethical standards and social and environmental responsibilities.

Composition of the Board

The names of the current Directors of the Company at the date of this statement are set out in the Directors’ Report accompanying this financial report. The composition of the Board is determined using the following principles:

• a maximum of twelve Directors and a minimum of three Directors;

• a balance between independent and non‐independent Directors.

The Board is currently comprised of one Executive Director and two Non‐executive Directors. The Company’s Constitution provides for a maximum of 12 directors. The Board periodically reviews its size as appropriate. The Managing Director, who is appointed by the Board, attends all Board meetings.

Directors are considered to be independent if they are not major shareholders, are independent of management and are free from any business or other relationship that could materially interfere with their exercise of free and independent judgement. Mr Robinson is considered to fall within this category.

The Board regards the present composition of Directors and Board Committees as a good balance at this stage of the Company's development with the appropriate mix of expertise, experience and ability to represent the interests of all shareholders.

Future Director appointees will receive a formal letter of appointment setting out the responsibilities, rights, terms and conditions of their appointment. Directors participate in a comprehensive induction which covers the operations, financial position, strategic and risk management issues, as well as the operation of the Board and any sub‐committees.

Meetings

The Board meets on a regular basis to retain full and effective control and monitor executive management. During the financial year to 30 June 2015, the full Board met 12 times. The Directors’ attendance at meetings is detailed in the Directors’ Report.

Members of the management team may attend meetings at the invitation of the Board.

Role of Chairman and Managing Director or Chief Executive Officer (CEO)

The Chairman is a Director elected by the full Board and is not a substantial shareholder of the Company.

The Chairman is responsible for leading the Board, ensuring Directors are properly briefed in all matters relevant to their role and responsibilities, facilitating Board discussions and managing the Board’s relationship with the Company’s senior executives.

The Managing Director or CEO is responsible for implementing the Group's strategies and policies.

DART MINING NL

Corporate Governance Statement (continued)

Term of office

The Board reviews its performance and composition on an annual basis and aims to have members with high levels of intellectual ability, experience, soundness of judgement and integrity to maximise its effectiveness and contribution. Directors serve a maximum three‐year term before being required to be re‐elected by members. The Company’s constitution provides that at least one third (or the nearest whole number) of directors must retire at each Annual General Meeting, but are eligible for re‐election at that meeting. There is no compulsory retiring age.

Independent professional advice

In performing their duties, Directors have the right to seek independent and professional advice, at the Company’s expense, in furtherance of their duties as Directors, with the approval of the Chairman, which approval shall not be unreasonably withheld.

Board committees

The Company has a formally constituted Audit and Risk Management Committee, Remuneration and Nomination Committee and Technical Committee, each of which reports to the Board of Directors. These committees are chaired by a Non‐executive Director and operates under a charter with authority to examine and report on any matters concerning risk management within the company including, but not limited to, operational, occupational health and safety, and financial matters.

CODE OF BUSINESS CONDUCT

The Board has adopted a Code of Conduct (the Code) and a policy “Behaviour Standards – Standards of Business Conduct” setting out parameters for ethical behaviour and business practices which applies to all of the Company’s Directors, officers and employees. The Code is included in the Board Charter and is available for review on the Company's website. The Code is regularly reviewed and updated as necessary to ensure it reflects the highest standards of behaviour and professionalism necessary to maintain confidence in the Group’s integrity. In summary, the Code requires that at all times all group personnel act with the utmost integrity, objectivity and in compliance with both the letter and the spirit of the law and the Company's policies.

Conflicts of interest

All Directors of the Company must keep the Board advised, on an ongoing basis, of any private interest that could potentially conflict with the interests of the Company. Where the Board believes that a significant conflict exists, the Director or Directors concerned do not receive the relevant board papers and is excused at the meeting whilst the item is considered. The Board has developed procedures to assist Directors in disclosing potential conflicts of interest.

All Directors and executive officers of the Company are required to disclose to the Company any material transaction, commercial relationship or corporate opportunity that reasonably could be expected to give rise to such a conflict.

Insider trading

Trading in shares by any Director or senior executive of the Company whether during a blackout period which incorporates the periods between the close of each financial quarter and the release of quarterly, half yearly interim and full year results by the Company and 30 Days prior to the Company's AGM or not requires the express written approval of the Chairman before any trading is conducted or the entry into any share trading agreements in accordance with the Company's share trading policy.

Fair dealing and ethical standards

The Code requires all directors, officers and employees of the Company to behave honestly and ethically at all times with all people and other organisations.

DART MINING NL

Corporate Governance Statement (continued)

The Directors are satisfied that the Company has complied with its policies on ethical standards, including trading in securities.

FINANCIAL REPORTING

Reporting standards

The Company is committed to providing shareholders with clear, transparent, and high quality financial information in a timely manner. The Company’s continuous disclosure policy underpins this approach.

The financial reports of the Company are produced in accordance with Australian International Financial Reporting Standards, other authoritative pronouncements of the Australian Accountings Standards Board and the Corporations Act. The financial statements and reports are subject to review every half year and the auditor issues an audit opinion accompanying the full year results for each financial year.

External auditors

The Company policy is to appoint external auditors who clearly demonstrate quality and independence. The performance of the external auditor is reviewed annually, taking into consideration assessment of performance, existing value and tender costs.

An analysis of fees paid to the external auditors, including a breakdown of fees for non‐audit services, is provided in Note 8 to the financial statements. It is the policy of the external auditors to provide an annual declaration of their independence to the Board.

The external auditor is requested to attend the Annual General Meeting and be available to answer shareholder questions about the conduct of the audit and the preparation and content of the audit report.

Management Certification

The Company requires that the Managing Director and Company Secretary make the following certifications to the Board:

1. that the Company’s financial reports are complete and present a true and fair view, in all material respects, of the financial condition and operational results of the Company and Group and are in accordance with relevant accounting standards;

2. that the above statement is founded on a sound system of risk management and internal control and that the system is operating efficiently and effectively in all material respects in relation to financial operating risks.

Risk assessment

The Board is responsible for ensuring there are adequate policies in relation to risk management, internal control systems. The Board has appointed an Audit and Risk Management Committee to advise it in these matters. In summary, the Company's policies are designed to ensure strategic, operational, legal, reputation and financial risks are identified, assessed and efficiently managed and monitored to enable achievement of the Company’s business objectives.

Considerable importance is placed on maintaining a strong control environment. There is an organisational structure with clearly drawn lines of accountability and delegation of authority. Adherence to the Code of Conduct is required at all times and the Board actively promotes a culture of quality and integrity.

Detailed control procedures cover management accounting, purchases and payments, financial reporting, capital expenditure requests, project appraisal, environment, health and safety, IT security, compliance and other risk management issues. There is a systematic review and monitoring of key business operational risks by management which reports on current and future risks and mitigation activities to the Board.

DART MINING NL

Corporate Governance Statement (continued)

The Company recognises the importance of environmental and occupational health and safety (OH&S) issues and is committed to the highest levels of performance with the systematic identification of environmental and OH&S issues to ensure they are managed in a structured manner. This system allows the Company to:

‐ monitor its compliance with all relevant legislation;

‐ continually assess and improve the impact of its operations on the environment;

‐ encourage employees to actively participate in the management of environmental and OH&S issues;

‐ work with industry peers to raise standards;

‐ use energy and other resources efficiently; and

‐ encourage the adoption of similar standards by the entity’s principal suppliers and contractors with particular emphasis on exploration contractors.

Continuous disclosure and shareholder communication

The Company is a disclosing entity under the Corporations Act and is subject to the continuous disclosure requirements under ASX Listing Rules. Communications with shareholders and other stakeholders are given a high priority. In addition to statutory disclosure documents such as Annual Reports and Quarterly activity reports, the Board is committed to keeping all stakeholders informed of all material developments that affect the Company in a timely manner.

The Company has a formal policy and comprehensive procedures on continuous disclosure. Once the Board or management becomes aware of information concerning the Company that would be likely to have a material effect on the price or value of the Company’s securities (and which does not fall within the exceptions to the disclosure requirements contained in the Listing Rules), that information is released to the ASX.

The Board has appointed the Company Secretary (or in her absence, the Chairman) as the person responsible for communication to ASX. This role includes responsibility for ensuring compliance with the continuous disclosure requirements of ASX Listing Rules and overseeing and co‐ordinating information disclosure to the ASX. All Company announcements, presentations or other briefings are posted on the Company’s website after release to the ASX.

The Board also endorses full and regular communication with and between Directors, the Managing Director, senior management, the external auditors, professional advisers, shareholders and other significant stakeholders. The Board also ensures the Company Secretary maintains a good, open and frank relationship with the ASX and its designated company officers to ensure compliance and full disclosure.

All shareholders have the opportunity to elect to receive a copy of the Company’s annual report at the same time they receive by post a copy of the Notice of the Annual General Meeting.

Full use is made of annual general meetings to inform shareholders of current developments through appropriate presentations and to provide opportunities for questions.

Diversity Policy

Diversity includes, but is not limited to, gender, age, ethnicity and cultural background. The company is committed to diversity and recognises the benefits arising from employee and board diversity and the importance of benefiting from all available talent.

Accordingly, the company has established a diversity policy which is available at www.dartmining.com.au .

This diversity policy outlines requirements for the Board to develop measurable objectives for achieving diversity, and annually assess both the objectives and the progress in achieving those objectives.

DART MINING NL

Corporate Governance Statement (continued)

Accordingly, the Board has developed the following objectives regarding gender diversity and aims to achieve these objectives as Director and senior executive positions become vacant and appropriately qualified candidates become available:

• achieve a diverse and skilled workforce, leading to continuous improvement in the achievement of its corporate goals;

• the development of clear criteria on behavioural expectations in relation to promoting diversity;

• create a work environment that values and utilises the contributions of employees with diverse backgrounds, experiences and perspectives;

• ensure that personnel responsible for recruitment take into account diversity issues when considering vacancies; and

• create awareness in all employees of their rights and responsibilities with regards to fairness, equity and respect for all aspects of diversity.

The Board believes that they have been successful in implementing these objectives throughout the Group’s workforce.

The number of women employed by the Group and their employment classification is as follows:

	30‐Jun‐15		30‐Jun‐14
	No.	%	No.	%
Women on the Board	‐	‐	‐	‐
Women in senior management roles	‐	33%	‐	‐
Women employees in the company	2	18%	1	25%

Compliance with ASX Corporate Governance Council Good Practice Recommendations

The table below outlines each of the ASX Best practice Recommendations and the Company's compliance with those recommendations. Where the Company has met the relevant recommendation during the reporting period, this is indicated by a "Yes" in the relevant column. Where the Company has not met or complied with a recommendation this is indicated by a 'No" and an accompanying note explaining the reasons why the Company has not met the recommendation.

	Description	Complied	Note
1.1	Formalise and disclose the functions reserved to the board and those delegated to senior executives. These functions are set out under Role of the board and Role of management in this statement.	Yes

DART MINING NL

Corporate Governance Statement (continued)

1.3	Have written agreements with Directors and Senior Executives	Yes
1.6	Disclose the process for evaluating the performance of the board	No	1
1.7	Disclose the process for evaluating the performance of senior executives	No	1
2.1	Have a nomination Committee with majority of independent directors and an independent chairman	No	2
2.2	Disclose board skills matrix	No	3
2.3	Director disclosures	Yes
2.4	Majority of the board should be independent directors	No	2
2.5	Disclose the process for evaluating the performance of its board, committees and individual directors.	Yes	1
2.6	Provide the information indicated in the Guide to reporting on Principle 2.	Yes
3.1	Establish a code of conduct to guide the directors, the chief executive officer (or equivalent) and any other key executives as to:	Yes
3.1.1	‐ the practices necessary to maintain confidence in the Company's integrity; ‐ the practices necessary to take into account legal obligations and reasonable expectations of stakeholders;	Yes Yes
3.1.2
3.1.3	‐ the responsibilities and accountability of individuals for reporting and investigating reports of unethical practices.	Yes
3.2	Establish and disclose the diversity policy of the Company.	Yes
3.3	Establish and disclose the measurable objectives for achieving gender diversity and progress towards achieving those goals.	Yes
3.4	Disclose the proportion of women employees in the organisation, in senior executive positions and on the Board.	Yes
3.5	Provide the information indicated in the Guide to reporting on Principle 3.	Yes
4.1	The Board should establish an audit committee.	Yes
4.2	Structure the audit committee so that it consists of: ‐ only Non‐executive Directors ‐ a majority of Independent Directors ‐ an Independent Chairperson, who is not chairperson of the board ‐ at least three members
		No	4
		No	4
		No	4
		No	4
4.3	The audit committee should have a formal charter.	Yes

DART MINING NL

Corporate Governance Statement (continued)

4.4	Provide the information indicated in the Guide to reporting on Principle 4.	Yes
5.1	Establish and disclose written policies and procedures designed to ensure compliance with ASX Listing Rule disclosure requirements to ensure accountability at a senior executive level for that compliance.	Yes
5.2	Provide the information indicated in the Guide to reporting on Principle 5.	Yes
6.1	Design and disclose a communication strategy to promote effective communication with the shareholders and encourage effective participation at general meetings ‐ refer to Continuous disclosure and shareholder communication as set out above.	Yes
6.2	Provide the information indicated in the Guide to reporting on Principle 6.	Yes
7.1	Establish and disclose policies for oversight and management of material business risks.	Yes
7.2	Design and implement risk management and internal control systems to manage and report on material business risks. Disclose reporting as to effectiveness of management of material business risks.	Yes
7.3	Disclose whether the board as received assurance from the chief executive officer and chief financial officer that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks.	Yes
7.4	Provide the information indicated in the Guide to reporting on Principle 7.	Yes
8.1	Establish a remuneration committee.	Yes
8.2	Structure the remuneration committee so that it consists of: ‐ a majority of independent directors ‐ an independent chairperson ‐ at least three members
		No	4
		No	4
		yes
8.3	Clearly distinguish the structure of Non‐executive Directors' remuneration from that of executive directors and senior executives.	Yes
8.4	Provide the information indicated in the Guide to reporting on Principle 8.	Yes

Dart Mining NL’s corporate governance practices were in place throughout the year ended 30 June 2015.

Various corporate governance practices are discussed within this statement. For further information on corporate governance policies adopted by the Company, refer to our website www.dartmining.com.au .

DART MINING NL

Corporate Governance Statement (continued)

The Company complies with all of the ASX Corporate Governance Principles and Recommendations with the following exceptions:

• 1 Recommendation 1.2: Disclose the process for evaluating the performance of senior executives.

The Remuneration Committee evaluates the performance of Senior Executives by comparing performance against pre‐ determined performance criteria set and monitored by the Remuneration Committee. At the date of this report the Remuneration Committee has not undertaken an evaluation of senior executives’ performance for the reporting period.

• 2 Recommendation 2.1(a) (1): Have a nomination committee which has at least three members, a majority of whom are independent directors an chaired by an independent director.

• Recommendation 2.4: A majority of the board of a listed entity should be independent Directors.

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.

Due to the limited resources available within the company, the company has been unable to meet with these principles, it is the board’s intention to address these issues as the resources become available.

• 3 Recommendation 2.2: Disclose a board skills matrix setting out the mix of skills and diversity

The current Board has only been recently appointed and has not addressed this recommendation.

• 4 Recommendation 4.2: Structure of the Audit Committee so that it consists of:

• only Non‐executive Directors;

• a majority of Independent Directors;

• an independent Chairperson, who is not Chairman of the Board;

• at least three members.

• Recommendation 8.2: Structure of the Remuneration Committee so that it consists of:

• a majority of Independent Directors;

• an independent Chairperson, who is not Chairman of the Board;

• at least three members.

The Company's Audit and Risk Management Committee and Remuneration Committee has one independent Non‐executive Directors as a member of the Committee and thus fails recommendation 4.2 and 8.2 that the committee consist of only or a majority of Non‐executive Directors. Recent Board changes resulted in appointments to three Board Committees being shared among three Directors. The Directors allocated Committee positions according to the skill sets available and to balance the expected work load among themselves. It was decided that one Non‐ executive Directors would sit on each Board.

DART MINING NL