DATELINE RESOURCES LIMITED — Governance Information 2011

Jun 20, 2011

CONTO RESOURCES LIMITED ACN 149 105 653 (Company)

Corporate Governance Statement

This Corporate Governance Statement sets out the Company’s current compliance with the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (Principles and Recommendations). The Principles and Recommendations are not mandatory. However, the Company will be required to provide a statement in its future annual reports disclosing the extent to which the Company has followed the Principles and Recommendations.

The Board of the Company currently has in place a corporate governance policy, but is in the process of adopting a more comprehensive Corporate Governance Plan. The Company’s Corporate Governance Plan will, in the near future, be posted in a dedicated corporate governance section on the Company’s website.

PRINCIPLES AND RECOMMENDATIONS	PRINCIPLES AND RECOMMENDATIONS	COMPLY (YES/NO)	EXPLANATION
1.	Lay solid foundations for management and oversight
1.1	Companies should establish the functions reserved to the Board and those delegated to senior executives and disclose those functions.	YES	The Company’s Corporate Governance Plan includes a Board Charter, which discloses the specific responsibilities of the Board.
1.2	Companies should disclose the process for evaluating the performance of senior executives.	YES	The Board will monitor the performance of senior executives including measuring actual performance of senior executives against planned performance. The Board has adopted a policy to assist in evaluating the performance of senior executives under section 6 of its Corporate Governance Plan (Performance Evaluation Practices). The Board has not established a separate Nomination Committee given that it is in its early stages of development and given the current size and structure of the Board. The Board will undertake the obligations of the Nomination

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PRINCIPLES AND RECOMMENDATIONS	PRINCIPLES AND RECOMMENDATIONS	COMPLY (YES/NO)	EXPLANATION
			Committee in connection with evaluating the performance of senior executives in accordance with section 6 of its Corporate Governance Plan (Performance Evaluation Practices), until a Nomination Committee is established.
1.3	Companies should provide the information indicated in the_Guide to reporting on Principle 1_.		The Company will include an explanation of any departure from Recommendations 1.1, 1.2 or 1.3 (if any) in the corporate governance statement in its future annual reports, including whether a performance evaluation for senior executives has taken place in the reporting period and whether it was in accordance with the process for evaluating performance of senior executives disclosed. The Company has adopted a Board Charter, which discloses the specific responsibilities of the Board and provides that the Board may delegate responsibility for the day-to-day operations and administration of the Company to the Chief Executive Officer (if appointed). The Board Charter is available on request. Details of the Company’s Corporate Governance Plan in connection with the Nomination Committee Charter and the Company’s Performance Evaluation Practices will, in the near future, be posted in a dedicated corporate governance section on the Company’s website.
2.	Structure the Board to add value
2.1	A majority of the Board should be independent directors.	YES	The Board regards all the Directors as currently independent. The Company’s Corporate Governance Plan provides that where practical, the majority of the Board is comprised of non- executive Directors. Where practical, at least 50% of the Board will be independent. The Board Charter specifies that: (a) an independent Director is one who is independent of

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PRINCIPLES AND RECOMMENDATIONS	PRINCIPLES AND RECOMMENDATIONS	COMPLY (YES/NO)	EXPLANATION
			management and free from any business or other relationship, which could, or could reasonably be perceived to, materially interfere with the exercise of independent judgement; and (b) independent Directors should also meet the definition of what constitutes independence as set out in the ASX Corporate Governance Council Principles and Recommendations as set out in the Company’s Corporate Governance Plan. The Company’s Corporate Governance Plan provides that Directors must disclose their interests, and the independence of the Directors should be regularly assessed by the Board in light of the interests disclosed by Directors.
2.2	The chair should be an independent director.	YES	Michael Ralston is the non-executive Chairman and is an Independent Director. The Company’s Corporate Governance Plan provides that the Chairman, where practical, should be a non-executive Director. In addition, if a Chairman ceases to be an independent Director, then the Board will consider appointing a lead independent Director.
2.3	The roles of chair and chief executive officer should not be exercised by the same individual.	NO	The Company has not appointed a chief executive officer. The Chairman is Michael Ralston. The Company intends to seek out and appoint a chief executive officer – separate from the role of chairman - in the future. However, due to the current limited size of the Company’s operations it may not be appropriate to appoint a separate chief executive officer for some time. The Company’s Corporate Governance Plan provides, where practical, that the Chief Executive Officer should not be the Chairman of the Company during his term as Chief Executive Officer or in the future.

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PRINCIPLES AND RECOMMENDATIONS	PRINCIPLES AND RECOMMENDATIONS	COMPLY (YES/NO)	EXPLANATION
2.4	The Board should establish a nomination committee.	No	The Board has not established a separate Nomination Committee given that it is in its early stages of development and given the current size and structure of the Board. The Board currently undertakes the obligations of the Nomination Committee in accordance with formal terms of reference set out for the Nominate Committee in its Corporate Governance Plan.
2.5	Companies should disclose the process for evaluating the performance of the Board, its committees and individual directors.	YES	The Board will monitor the performance of the Board, its committees and individual directors. The Board has not currently established any committees. The Board has adopted a policy to assist in evaluating Board performance under section 6 of its Corporate Governance Plan (Performance Evaluation Practices). As the Company develops the evaluation of performance of the Board, individual Directors and Committees may be undertaken by the Nomination Committee. The Board has not established a separate Nomination Committee given that it is in its early stages of development and given the current size and structure of the Board. The Board currently undertakes the obligations of the Nomination Committee in connection with evaluating the performance of the Board, its committees and individual directors in accordance with section 6 of its Corporate Governance Plan (Performance Evaluation Practices), until a Nomination Committee is established.
2.6	Companies should provide the information indicated in the_Guide to reporting on Principle 2_.		The skills, experience and expertise relevant to the position of each director are set out in section 7 of the Company’s Prospectus dated 18 April 2011, and a summary is available on the Company’s website. All of the directors are currentlyconsidered independent in

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PRINCIPLES AND RECOMMENDATIONS	PRINCIPLES AND RECOMMENDATIONS	COMPLY (YES/NO)	EXPLANATION
			accordance with the definition of an independent director in the Company’s Corporate Governance Plan. Based on the Company’s early stages of development and given the current size and structure of the Board, it has not fully complied with Principle 2 of ASX Corporate Governance Council Principles and Recommendations. However, it will seek to do so as it develops and the Board grows. The Company’s materiality thresholds for determining whether a Director is independent are set out in the Company’s Corporate Governance Plan and is described above in connection with the Company’s disclosure on Principle 2.1 of the ASX Corporate Governance Council Principles and Recommendations. The Board does not consider that any of its Directors have a relationship with the Company as outlined in the ASX Corporate Governance Council Principles and Recommendations which would require an explanation of why the Board considers a Director to be independent, notwithstanding the existence of those relationships. The Board Charter includes a statement for a procedure agreed by the Board for directors to take independent professional advice at the expense of the Company. Each director was appointed when the Company was incorporated in February 2011. The Board has not established a Nomination Committee and its functions are currently carried out by the Board. A performance evaluation for the board, its committees and directors has not taken place since the Company’s incorporation in February 2011. The Company will include an explanation of any departure from Recommendations 2.1, 2.2, 2.3, 2.4, 2.5 or 2.6(if any)in the

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PRINCIPLES AND RECOMMENDATIONS	PRINCIPLES AND RECOMMENDATIONS	COMPLY (YES/NO)	EXPLANATION
			corporate governance statement in its future annual reports Details of Company’s Corporate Governance Plan in connection with the procedure for the selection and appointment of new directors and the re-election of incumbent directors, the details of the charter of the Nomination Committee (including its role, rights, responsibilities and membership), and the Board’s policy for the nomination and appointment of directors will, in the near future, be posted in a dedicated corporate governance section on the Company’s website.
3.	Promote ethical and responsible decision-making
3.1	Companies should establish a code of conduct and disclose the code or a summary of the code as to: • the practices necessary to maintain confidence in the company’s integrity • the practices necessary to take into account their legal obligations and the reasonable expectations of their stakeholders • the responsibility and accountability of individuals for reporting and investigating reports of unethical practices.	YES	The Board has adopted a written code of conduct which is included in the Corporate Governance Plan. This will provide a framework for decisions and actions in relation to ethical conduct in employment.
3.2	Companies should establish a policy concerning diversity and disclose the policy or a summary of that policy. The policy should include requirements for the Board to establish measureable objectives for achieving gender diversity and for the Board to assess annually both the objectives and progress in achieving them.	NO	The Company has not adopted a policy specifically addressing diversity, but will consider adopting policy as it develops.
3.3	Companies should disclose in each annual report the measureable objectives for achievingset bythe Board	NO	The Company has not yet set measurable objectives for achievingdiversity. However,these will be considered bythe

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PRINCIPLES AND RECOMMENDATIONS	PRINCIPLES AND RECOMMENDATIONS	COMPLY (YES/NO)	EXPLANATION
	in accordance with the diversity policy and progress in achieving them.		Board and disclosed in its next Annual Report. In addition, the Board will review progress against any objectives identified on an annual basis.
3.4	Companies should disclose in each annual report the proportion of women employees in the whole organisation, women in senior executive positions and women on the Board	YES	The Company’s Annual Reports will include the proportion of woman employees within the organisation as well as senior positions within the Company. Tanya Woolley the Company Secretary is a woman in an senior executive position in the Company but there are no women on the Board of the Company.
3.5	Companies should provide the information indicated in the_Guide to reporting on Principle 3_.		As above. The Board will include in the Annual Report each year: • measurable objectives, if any, set by the Board; • progress against the objectives; and • the proportion of women employees in the whole organisation, at senior management level and at Board level. The Company will include an explanation of any departure from Recommendations 2.1, 3.2 or 3.3 (if any) in the corporate governance statement in its future annual reports. Details of the Company’s Corporate Governance Plan in connection with the Company’s code of conduct will be made available on the Company’s website.
4.	Safeguard integrity in financial reporting
4.1	The Board should establish an audit committee.	NO	Based on the fact that the Company is in its early stages of development, and given the current size and structure of the Board, the Board has not established a separate Audit Committee. However the Company’s Corporate Governance Plan sets out formal terms of reference for an Audit and Risk

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PRINCIPLES AND RECOMMENDATIONS	PRINCIPLES AND RECOMMENDATIONS	COMPLY (YES/NO)	EXPLANATION
			Committee. The Board will carry out the duties of the Audit and Risk Committee in accordance with the formal terms of reference set out in the Company’s Corporate Governance Plan.
4.2	The audit committee should be structured so that it: • consists only of non-executive directors • consists of a majority of independent directors • is chaired by an independent chair, who is not chair of the Board • has at least three members.	NO	Due to the Company’s current size and nature of operations, and given that all Directors are independent, the Board does not consider that a separate Audit Committee is warranted. Matters typically dealt by such a committee are dealt with by the Board.
4.3	The audit committee should have a formal charter.	YES	The Company’s Corporate Governance Plan sets out formal terms of reference for an Audit and Risk Committee.
4.4	Companies should provide the information indicated in the_Guide to reporting on Principle 4_.		As above. The Company does not have an Audit Committee. The Board carries out the duties of the audit committee in accordance with the formal charter for the Audit and Risk Committee set out in the Company’s Corporate Governance Plan. The Company will include an explanation of any departure from Recommendations 4.1, 4.2, 4.3 or 4.4 (if any) in the corporate governance statement in its future annual reports. Details of the Company’s Corporate Governance Plan in connection with the Company’s Audit and Risk Committee formal terms of reference will be made available on the Company’s website.
5.	Make timely and balanced disclosure
5.1	Companies should establish written policies designed to ensure compliance with ASX ListingRule disclosure	YES	The Company has a continuous disclosure program in place (set out in its Corporate Governance Plan)designed to ensure

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PRINCIPLES AND RECOMMENDATIONS	PRINCIPLES AND RECOMMENDATIONS	COMPLY (YES/NO)	EXPLANATION
	requirements and to ensure accountability at a senior executive level for that compliance and disclose those policies or a summary of those policies.		the compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior executive level for compliance and factual presentation of the Company’s financial position. The Board has designated the Company Secretary as the person responsible for overseeing and coordinating disclosure of information to the ASX and shareholders, as well as providing guidance to Directors and employees on disclosure requirements and procedures.
5.2	Companies should provide the information indicated in_Guide to Reporting on Principle 5._		As above. The Company will provide an explanation of any departures from best practice Recommendation 5.1 or 5.2 (if any) in its future Annual Reports. Details of Company’s Corporate Governance Plan in connection with the Company’s continuous disclosure program will be made available on the Company’s website.
6.	Respect the rights of shareholders
6.1	Companies should design a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings and disclose their policy or a summary of that policy.	YES	The Company has adopted a Shareholder Communications Strategy which aims to ensure that the shareholders of the Company are informed of all major developments affecting the Company’s state of affairs. The strategy provides that information will be communicated to shareholders through: 1 the Annual Report delivered by post which is also placed on the Company’s website; 2 the half yearly report which is placed on the Company’s website; 3 the quarterly reports which are placed on the Company’s website;

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PRINCIPLES AND RECOMMENDATIONS	PRINCIPLES AND RECOMMENDATIONS	COMPLY (YES/NO)	EXPLANATION
			4 disclosures and announcements made to the ASX copies of which are placed on the Company’s website; 5 notices and explanatory memoranda of Annual General Meetings (AGM) and Extraordinary General Meetings (EGM), copies of which are placed on the Company’s website; 6 the Chairman’s address and the Managing Director’s address made at the AGMs and the EGMs, copies of which are placed on the Company’s website; 7 the Company’s website on which the Company posts all announcements which it makes to the ASX; and 8 the auditor’s lead engagement partner being present at the AGM to answer questions from shareholders about the conduct of the audit and the preparation and content of the auditor’s report. Given the size of the Company, it will also use a third party Investor Relations firm to ensure appropriate and frequent communication with shareholders.
6.2	Companies should provide the information indicated in the_Guide to reporting on Principle 6_.		As above. The Company will provide an explanation of any departures from best practice recommendation 6.1 or 6.2 (if any) in its future Annual Reports. Details of the Company’s Corporate Governance Plan in connection with the Company’s Shareholder Communications Strategy will be made available on the Company’s website.
7.	Recognise and manage risk

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PRINCIPLES AND RECOMMENDATIONS	PRINCIPLES AND RECOMMENDATIONS	COMPLY (YES/NO)	EXPLANATION
7.1	Companies should establish policies for the oversight and management of material business risks and disclose a summary of those policies.	YES	Based on the fact that the Company is in its early stages of development, and given the current size and structure of the Board, the Board has not established a separate Audit Committee. However the Company’s Corporate Governance Plan sets out formal terms of reference for an Audit and Risk Committee. The Company has also adopted a policy which outlines the disclosure of risk management, review procedure and internal compliance and control. The Board will carry out the duties of the Audit and Risk Committee in accordance with the formal terms of reference of the Audit and Risk Committee and the policy for disclosure of risk management, review procedure and internal compliance and control set out in the the Company’s Corporate Governance Plan. The Board is responsible for determining the Company’s “risk profile” and is responsible for overseeing and approving risk management strategy and policies, internal compliance and internal control. The Company’s process of risk management and internal compliance and control includes: (a) identifying and measuring risks that might impact upon the achievement of the Company’s goals and objectives, and monitoring the environment for emerging factors and trends that affect these risks. (b) formulating risk management strategies to manage identified risks, and designing and implementing appropriate risk management policies and internal controls.

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PRINCIPLES AND RECOMMENDATIONS	PRINCIPLES AND RECOMMENDATIONS	COMPLY (YES/NO)	EXPLANATION
			(c) monitoring the performance of, and improving the effectiveness of, risk management systems and internal compliance and controls, including regular assessment of the effectiveness of risk management and internal compliance and control. Details of the Company’s Corporate Governance Plan in connection with the Company’s risk disclosure and management will be made available on the Company’s website.
7.2	The Board should require management to design and implement the risk management and internal control system to manage the company’s material business risks and report to it on whether those risks are being managed effectively. The Board should disclose that management has reported to it as to the effectiveness of the company’s management of its material business risks.	YES	The Board’s collective experience will enable accurate identification of the principal risks that may affect the Company’s business in addition to those identified by the Audit and Risk Committee (once established). Key operational risks and their management will be recurring items for deliberation at Board meetings. The Board has adopted a policy for disclosure of risk management, review procedure and internal compliance and control for the oversight of the Company’s risk management and internal control systems to manage the Company’s risks and ensure these risks are reported to the Board.
7.3	The Board should disclose whether it has received assurance from the chief executive officer (or equivalent) and the chief financial officer (or equivalent) 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.	NO	The Company has not yet been required to lodge an annual report and as a result no declaration has been required. The Executive Director, the Chief Executive Officer and Chief Financial Officer (if appointed) will be responsible for making any declaration required in accordance with section 295A of the Corporations Act to the Board.
7.4	Companies should provide the information indicated		As above.

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PRINCIPLES AND RECOMMENDATIONS	PRINCIPLES AND RECOMMENDATIONS	COMPLY (YES/NO)	EXPLANATION
	in_Guide to Reporting on Principle 7._		The Company will provide an explanation of any departures from best practice recommendations 7.1, 7.2 and 7.3 (if any) in its future Annual Reports. Details of the Company’s Corporate Governance Plan in connection with the Company’s risk disclosure and management will be made available on the Company’s website.
8.	Remunerate fairly and responsibly
8.1	The Board should establish a remuneration committee.	NO	Based on the fact that the Company is in its early stages of development, and given the current size and structure of the Board, the Board has not established a separate Remuneration Committee. The Company’s Corporate Governance Plan sets out formal terms of reference for a Remuneration Committee. The Board will carry out the duties of the Remuneration Committee in accordance with the formal terms of reference of the Remuneration set out in the the Company’s Corporate Governance Plan.
8.2	The remuneration committee should be structured so that it: • consists of a majority of independent directors • is chaired by an independent director • has at least three members	NO	The Company is not currently of a size to justify the existence of a separate Remuneration Committee. However, matters typically dealt with by such a committee are dealt with by the Board.
8.3	Companies should clearly distinguish the structure of non-executive directors’ remuneration from that of executive directors and senior executives.	NO	All the directors are non executive. The Company intends to pay Mr John Ciganek and Mr Simon Mackinnon non-executive director fees of $30,000 each per annum, and to pay Mr Michael Ralston non-executive director and chairman fees of $36,000 per annum.

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PRINCIPLES AND RECOMMENDATIONS	PRINCIPLES AND RECOMMENDATIONS	COMPLY (YES/NO)	EXPLANATION
			Non-executive directors do not receive performance based bonuses and do not participate in equity schemes of the Company nor are they entitled to retirement allowances.
8.4	Companies should provide the information indicated in the_Guide to reporting on Principle 8_.		As above. The Company will provide an explanation of any departures from best practice recommendations 8.1, 8.2, 8.3 or 8.4 (if any) in its future annual reports.

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