DGR GLOBAL LIMITED — Regulatory Filings 2021

Sep 29, 2021

Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

DGR Global Limited

ABN/ARBN ABN 67 052 354 837	Financial year ended:
ABN 67 052 354 837	30 June 2021

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

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

The Corporate Governance Statement is accurate and up to date as at 30 September 2021 and has been approved by the board.

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

Date: 30 September 2021 Name of authorised officer Karl Schlobohm, Company Secretary authorising lodgement:

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

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

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

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

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

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

3 Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection. See notes 4 and 5 below for further instructions on how to complete this form.

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

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

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should have and disclose a board charter setting out: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management.	☒ and we have disclosed a copy of our board charter at: https://dgrglobal.com.au/corporate-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.

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

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

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

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
1.7	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: the text under paragraph 1.7 in the Corporate Governance Statement accompanying this Appendix 4G and whether a performance evaluation was undertaken for the reporting period in accordance with that process at: the text under paragraph 1.7 in the Corporate Governance Statement accompanying this Appendix 4G	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1	The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.	☒ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: …………………………………………………………………………….. [insert location] and the information referred to in paragraphs (4) and (5) at: …………………………………………………………………………….. [insert location] [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have a nomination committee and the processes we employ to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively at: the text under paragraph 2.1 in the Corporate Governance Statement accompanying this Appendix 4G	☒ 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: the text under paragraph 2.2 in the Corporate Governance Statement accompanying this Appendix 4G	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
2.3	A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, affiliation or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.	☒ and we have disclosed the names of the directors considered by the board to be independent directors at: the text under paragraph 2.3 in the Corporate Governance Statement accompanying this Appendix 4G and, where applicable, the information referred to in paragraph (b) at: the text under paragraph 2.3 in the Corporate Governance Statement accompanying this Appendix 4G and the length of service of each director at: the text under paragraph 2.3 in the Corporate Governance Statement accompanying this Appendix 4G and in the Directors’ Report contained in the Annual Report	☐ set out in our Corporate Governance Statement
2.4	A majority of the board of a listed entity should be independent directors.	☐	☒ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.5	The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	☐	☒ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.6	A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively.	☐	☒ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1	A listed entity should articulate and disclose its values.	☒ and we have disclosed our values at: the text under paragraph 3.1 in the Corporate Governance Statement accompanying this Appendix 4G	☐ 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://dgrglobal.com.au/corporate-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://dgrglobal.com.au/corporate-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://dgrglobal.com.au/corporate-governance	☐ set out in our Corporate Governance Statement

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

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

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

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1.	☒ and we have disclosed our continuous disclosure compliance policy at: https://dgrglobal.com.au/corporate-governance	☐ 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://dgrglobal.com.au/corporate-governance	☐ 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: the text under paragraph 6.3 in the Corporate Governance Statement accompanying this Appendix 4G	☐ 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
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

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1	The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.	☐ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: …………………………………………………………………………….. [insert location] and the information referred to in paragraphs (4) and (5) at: …………………………………………………………………………….. [insert location] [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have a risk committee or committees that satisfy (a) and the processes we employ for overseeing our risk management framework at: …………………………………………………………………………….. [insert location]	☒ set out in our Corporate Governance Statement Whilst the Company has established an Audit & Risk Management Committee, it does not meet all criteria under paragraph (a). For more information refer to the text under paragraph 7.1 in the Corporate Governance Statement accompanying this Appendix 4G.
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: the text under paragraph 7.2 in the Corporate Governance Statement accompanying this Appendix 4G	☐ set out in our Corporate Governance Statement

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
7.3	A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes.	☒ [If the entity complies with paragraph (a):] and we have disclosed how our internal audit function is structured and what role it performs at: …………………………………………………………………………….. [insert location] [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have an internal audit function and the processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control processes at: the text under paragraph 7.3 in the Corporate Governance Statement accompanying this Appendix 4G	☐ 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: the text under paragraph 7.4 in the Corporate Governance Statement accompanying this Appendix 4G and in the Review of Operations in the Annual Report and, if we do, how we manage or intend to manage those risks at: the text under paragraph 7.4 in the Corporate Governance Statement accompanying this Appendix 4G and in the Review of Operations in the Annual Report	☐ set out in our Corporate Governance Statement

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.	☐ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: …………………………………………………………………………….. [insert location] and the information referred to in paragraphs (4) and (5) at: …………………………………………………………………………….. [insert location] [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have a remuneration committee and the processes we employ for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive: …………………………………………………………………………….. [insert location]	☒ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable Whilst the Company has established a Remuneration Committee, it does not meet all criteria under paragraph (a). For more information refer to the text under paragraph 8.1 in the Corporate Governance Statement accompanying this Appendix 4G.
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: the text under paragraph 8.2 in the Corporate Governance Statement accompanying this Appendix 4G and within the Remuneration Report in the Annual Report	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
8.3	A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.	☒ and we have disclosed our policy on this issue or a summary of it at: https://dgrglobal.com.au/corporate-governance	☐ set out in our Corporate Governance StatementOR ☐ we do not have an equity-based remuneration scheme and this recommendation is therefore not applicableOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1	A listed entity with a director who does not speak the language in which board or security holder meetings are held or key corporate documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the discussions at those meetings and understands and can discharge their obligations in relation to those documents.	☐ and we have disclosed information about the processes in place at: ……………………………………………………………………… [insert location]	☐ set out in our Corporate Governance Statement OR ☐ we do not have a director in this position and this recommendation is therefore not applicable OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
9.2	A listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time.	☐	☐ set out in our Corporate Governance StatementOR ☐ we are established in Australia and this recommendation is therefore not applicable OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
9.3	A listed entity established outside Australia, and an externally managed listed entity that has an AGM, should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.	☐	☐ set out in our Corporate Governance StatementOR ☐ we are established in Australia and not an externally managed listed entity and this recommendation is therefore not applicable ☐ we are an externally managed entity that does not hold an AGM and this recommendation is therefore not applicable
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-	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

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

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

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

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

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2021 Corporate Governance Statement

DGR Global Limited

Introduction

The Board of Directors of DGR Global Limited (the Company ) is responsible for the corporate governance of the Company. The Board guides and monitors the business affairs of the Company on behalf of the shareholders, by whom they are elected and to whom they are accountable.

Throughout the financial year ended 30 June 2021, and as at the date of this statement, DGR Global Limited’s Corporate Governance Statement has been adopted and structured with reference to the fourth edition of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (the ASX Recommendations ).

The Company’s practices are largely consistent with the ASX Recommendations, and the Board has made appropriate statements reporting on the adoption of the ASX Recommendations. Where the Company’s corporate governance practices do not correlate with the practices recommended by the Corporate Governance Council, the Company is working towards compliance. However, the Company does not consider that all practices are currently appropriate due to the size and scale of its operations. The Board has offered full disclosure and reasons for the adoption of Company practices, in compliance with the “if not, why not” approach, and these are summarised in both the Company’s Appendix 4G for the year ended 30 June 2021 and this Corporate Governance Statement.

The Board is of the view that, with the exception of the departures noted below, it otherwise complies with all of the ASX Recommendations.

The information in this statement is current as at 30 September 2021 and has been approved by the Board.

LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

Recommendation 1.1 – Role of Board and Management

The Board drives and monitors the business and affairs of the Company on behalf of the shareholders, by whom they are elected and to whom they are accountable. The Board also ensures compliance with all of its contractual, statutory and other legal obligations by any regulatory body.

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The Board provides input that assists in identifying and understanding emerging trends and issues, setting the broad framework within which the strategic and business plans will be prepared each year, recommending any significant shifts in the direction of the Company, and reviewing, developing, and approving the Company’s longterm strategic plan and ensuring the Company develops annual business plans to achieve its strategic objectives.

Without limiting the general role of the Board, the principal functions and responsibilities of the Board include the matters set out below, subject to delegation to the Managing Director and senior management as specified elsewhere in this statement or as otherwise appropriate:

• ensuring compliance with the Corporations Act, the ASX Listing Rules (where appropriate), and all relevant laws;

• developing, implementing, and monitoring operational and financial targets for the Company;

• appointing appropriate staff, consultants, and experts to assist in the Company’s operations, including selecting and monitoring a Chief Executive Officer;

• ensuring appropriate financial and risk management controls are implemented;

• approving and monitoring financial and other reporting;

• setting, monitoring, and ensuring appropriate accountability for Directors’ and executive officers’ remuneration;

• establishing and maintaining communications and relations between the Company and third parties, including its shareholders and ASX;

• implementing appropriate strategies to monitor performance of the Board in exercising its functions and powers;

• oversight of the Company including its framework of control and accountability systems to enable risk to be assessed and managed;

• ratifying the appointment of and, where appropriate, removal of the Chief Financial Officer and the Company Secretary;

• giving input into, and the final approval of, management’s development of corporate strategy and performance objectives;

• reviewing and ratifying systems of risk management and internal compliance and control, codes of conduct, and legal compliance;

• monitoring senior management’s performance, implementation of strategy, and ensuring appropriate resources are available;

• approving and monitoring the progress of major capital expenditure, capital management, and acquisitions and divestitures;

• approving the annual budget;

• monitoring the financial performance of the Company;

• liaising with the Company’s external auditors;

• monitoring, and ensuring compliance with, all of the Company’s legal obligations;

• approving and monitoring financial and other reporting; and

• appointing and overseeing Committees where appropriate to assist in the above functions and powers.

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The Board has delegated to the Managing Director day-to-day responsibility for running the affairs of the Company and to implement the policies and strategies set by the Board. The Board also delegates to senior management the responsibilities for the day-to-day activities leading toward achievement of the Company’s strategic direction with agreed boundaries and authority limitations.

The Company has adopted a Board Charter which sets out the functions and responsibilities of the Board and the matters expressly reserved to the Board and those delegated to management, and details the manner in which the Board operates. The Board Charter can be accessed the Company’s website under Corporate Governance .

Recommendation 1.2 – Information Regarding Director Appointments and Re-elections

The policies and procedures for the selection and appointment of new Directors is that candidates are considered and selected by reference to a number of factors which include, but are not limited to, their relevant experience and achievements, compatibility with other Board members, and credibility within the Company’s scope of activities. Directors are initially appointed by the full Board subject to election by shareholders at the next Annual General Meeting.

Prior to the initial appointment of any Director to the Board, the Company undertakes reference and other checks to ensure the candidate is competent, has the relevant skills and experience, and would not be impaired or otherwise prohibited from undertaking their duties if appointed.

At each AGM, the following Directors automatically retire and are eligible for re-appointment:

• any Director other than the Managing Director who has been elected in the office for a period in excess of three consecutive years or until the third Annual General Meeting following his/her appointment, whichever is longer, without submitting himself or herself for re-election;

• any Director who was appointed by the Directors during the year to fill a casual vacancy or as an addition to the existing Directors;

• one third of the Directors or, if their number is not a multiple of three, then the greatest of one or the number nearest to but not exceeding one third (the Managing Director is exempt from this requirement).

The Company has appropriate procedures in place to ensure that material information relevant to a decision to elect or re-elect a Director (including whether Directors support the election or re-election) is disclosed in the notice of meeting provided to shareholders.

Recommendation 1.3 – Written Agreements for Appointments of Directors and Senior Executives

New Directors receive a Letter of Appointment and a Deed of Indemnity, Insurance and Access to Documents. Non-Executive Directors are not appointed for fixed terms. Executive Directors have written service contracts which set out the material terms of employment, including a description of position and duties, reporting lines, remuneration arrangements, and termination rights and entitlements.

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Each senior executive enters into a service contract which sets out the material terms of employment, including a description of position and duties, reporting lines, remuneration arrangements, and termination rights and entitlements. Contract details of senior executives which are key management personnel are summarised within the Remuneration Report which forms part of the Directors’ Report contained in the 2021 Annual Report which can be accessed on the Company’s website.

Not all written agreements setting out the terms of appointment of the Company’s Directors and Senior Executives are with those Directors or Senior Executives (as the case may be) personally. Having regard to the nature and scale of the Company’s operations and activities, the Board does not consider non-compliance with this Recommendation to be detrimental to the Company or its shareholders.

Recommendation 1.4 – Company Secretary

The Company Secretary is accountable directly to the Board (through the Chairman) for facilitating the Company’s corporate governance processes and proper functioning of the Board. Each Director is entitled to access the advice and services of the Company Secretary. In accordance with the Company’s Constitution, the appointment and removal of the Company Secretary is a matter for the Board as a whole. A copy of the Constitution is available on the Company website under Corporate Governance. The details and experience of the Company Secretary are set out within the Directors’ Report contained in the 2021 Annual Report.

Recommendation 1.5 – Diversity

The Board has adopted a Diversity Policy in accordance with the ASX Recommendations. The Company recognizes and values the potential competitive advantages associated with diversity (including gender, age, ethnicity, and cultural background) and the benefits of its integration throughout the Company. The Company aims to attract, nurture, and develop the collective skills and diverse experience and attributes of personnel within the Company.

When the Board considers that the Company to be of sufficient size, having regard to the nature and scale of its operations, it will seek to develop, measure, and monitor strategies, initiatives, programs, and objectives for the achievement of diversity within its personnel, executives, and Board as appropriate.

Notwithstanding its Diversity Policy, the Company will maintain as a critical criterion for the selection and promotion of current and prospective employees their prospect of adding value to the Company and enhancing the probability of the Company achieving its business objectives, having regard to their relative experience, and the nature of the industry in which the Company operates.

During the year ended 30 June 2021 there were five (5) female employees working for the Company (and its controlled, unlisted subsidiaries) including two (2) females at executive level, but no females at Board level.

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The Board believes that the Company is not currently of a sufficient size to warrant the establishment of formal measurable diversity objectives.

Recommendation 1.6 – Board Reviews

The Board did not conduct a performance evaluation during the last twelve (12) months and has not adopted a formal performance evaluation policy. The Company believes that the small size of the Board and the current scale of the Company’s activities make the establishment of a formal performance evaluation procedure unnecessary.

Performance evaluation is a discretionary matter for consideration by the entire Board. In the normal course of events the Board reviews performance of the management, Directors, and the Board as a whole. Achievement of goals and business development and compliance issues are evaluated regularly on an informal basis.

The Board is provided with the information it needs to discharge its responsibilities effectively. All Directors have access to corporate governance policies and material contracts entered into by the Company. The Directors also have access to the Company Secretary for all Board and governance-related issues.

Recommendation 1.7 – Management Reviews

The Board has established a separate remuneration committee, which is responsible for the proper oversight and review of the performance of the Company’s senior executives. These evaluations take into account criteria such as the achievement and performance towards the Company’s objectives and (where appropriate) performance benchmarks and the achievement of individual performance objectives. However, the committee also recognises the need for flexibility in defining performance objectives which must reflect the current status of the Company still being exploration and development stage. No formal review process was undertaken during the year.

STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE

Recommendation 2.1 – Nomination Committee

The Board’s view is that the Company is not currently of the size to justify the formation of a separate Nomination Committee. The Board currently performs the functions of a Nomination Committee and where necessary will seek the advice of external advisors in relation to this role. The Board shall, upon the Company reaching the requisite corporate and commercial maturity, approve the constitution of a Nomination Committee to assist the Board in relation to the appointment of Directors and senior management as required.

At least annually, the Board considers whether or not further skills or relevant industry experience are required to assist with the oversight of the Company, having regard to the stage of its ongoing development.

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Recommendation 2.2 – Board Skills Matrix

The Company seeks to ensure the Board comprises an appropriate and diverse mix of skills and experience to oversee the business of the Company. Details of the current Directors, their skills, experience, qualifications, and a record of attendance at meetings are all included in the Directors’ Report inside the Company’s 2021 Annual Report, and a matrix of the Board’s skills is set out below:

SKILLS	INDUSTRY
• Project generation, exploration, and development • JV, merger, corporate transactions • Commercial and mining law	Resources
• Project selection and investment • Corporate funding and capital raising	Funds Management – General and Resources
Mergers and acquisitions	Legal – Corporate and ASX
Corporate finance/accounting	Accounting – Corporate and ASX
Corporate strategy and development	Corporate and ASX-listed

Recommendation 2.3 – Disclose Independence and Length of Service

Recognising the importance of the appropriate balance between independent and non-independent representation on the Board, the Company has developed a formal “Assessing the Independence of Directors” Policy, which can be accessed from the Company’s website under Corporate Governance .

During the financial year ended 30 June 2021, the Board of the Company comprised:

• Nicholas Mather – Managing Director and Chief Executive Officer (appointed 2001)

• Brian Moller – Non-Executive Director (appointed 2002)

• Vincent Mascolo – Independent Non-Executive Director (appointed 2003, resigned 28 June 2021)

• Ben Cleary – Non-Executive Director (appointed 2017, resigned 19 January 2021)

• Peter Wright – Non-Executive Director (appointed 19 January 2021)

The Directors set out in the table below are / were not considered to be independent during the period of their tenure:

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NAME	POSITION	REASON FOR NON-INDEPENDENCE
Nicholas Mather	Executive Director	Mr Mather is employed by the Company in an executive capacity.
Brian Moller	Non-Executive Director	Mr Moller is a principal of a material professional advisor to the Company.
Ben Cleary (retired 19 Jan)	Non-Executive Director	During his time as a Director of the Company, Mr Cleary was an executive of a substantial securityholder of the Company.
Peter Wright (appointed 19 Jan)	Non-Executive Director	Mr Wright is a partner and an executive director of a material advisor to the Company’s 2020 and 2021 capital raising initiatives.

Non-Executive Director Mr Vincent Mascolo (resigned 28 June 2021) was previously considered to be an independent Director during his period of tenure with the Company.

The Company is of the view that the Board did not consist of a majority of independent Directors throughout the financial year. DGR Global considers industry experience and specific expertise, as well as general corporate experience, to be important attributes of its Board members. The Directors noted above were appointed to the Board of DGR Global due to their experience in such areas. The length of service of each Director can also be found inside the Directors’ Report in the 2021 Annual Report.

The Board will consider appointing further independent Directors in the future, when the Company is of sufficient size. In the meantime, the Company believes that given the size and scale of its operations, non-compliance by the Company with this recommendation will not be detrimental to the Company or its shareholders.

Recommendation 2.4 – Majority of Directors Should Be Independent

Refer to Recommendation 2.3.

Recommendation 2.5 – Chair Should Be Independent

Currently, the appointed Chair, Mr Peter Wright, is not considered to be independent as outlined at Recommendation 2.3 above. The Company is of the view that its current non-compliance with this recommendation will not be detrimental to the Company or its shareholders.

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Recommendation 2.6 – Induction and Personal Development

The Company does not have a formal structured induction program, however to familiarise themselves with the Company and its practices and procedures, each new appointee typically spends time with the Managing Director and / or the Company Secretary / CFO to be briefed on the Company’s corporate and project history, and the state of its finances and accounting practices.

In addition, new Directors may request from the Company Secretary:

• any past minutes of Directors’ meetings of the Company;

• any existing policies or procedures of the Company which are in place;

• any minutes of meeting of shareholders of the Company;

• copies of the audited financial statements of the Company since 2003; and

• any other information, financial or otherwise, about the affairs of the Company that Directors request.

The Company recommends and encourages all Non-Executive Directors to attend relevant external seminars, conferences, and educational programs for expanding their knowledge base and professional skills. Directors also have the right, in connection with the discharge of their duties and responsibilities, to seek independent professional advice at the Company’s expense in accordance with the agreed procedure set up by the Board.

For a new Director, the Company Secretary will provide the following documents:

• a Letter of Appointment including appointment terms, the Director’s duties and obligations, and the Director’s entitlements;

• a Consent to Act, which requires a formal written consent to become a Director, containing the minimum information required by the Company and the Corporations Act; and

• a Deed of Indemnity, Insurance and Access.

ACT ETHICALLY AND RESPONSIBLY

Recommendation 3.1 – Company Values

The Company has the following values as part of its policy framework and website disclosure:

CREATE

• ➢ Create long-term value for shareholders

• ➢ Generate quality projects and resource companies

• ➢ Build experienced teams

INNOVATE

• ➢ Focus on traditional and technology-driven commodities

• ➢ Utilise innovative exploration techniques

• ➢ Diverse range of financial markets and international exchanges

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DISCOVER

• ➢ Find world class projects

• ➢ Explore yellow-light jurisdictions

• ➢ Source high-level talent globally

Recommendation 3.2 – Code of Conduct

The Company has established a Code of Conduct for the Board, management, and employees of the Company. The Code of Conduct requires that Directors, management, and employees maintain high standards of integrity by ensuring that all business activities are conducted legally and ethically in compliance with the letter and spirit of both the law and the Company’s policies. A copy of the Code of Conduct can be accessed from the Company’s website under Corporate Governance .

The Company encourages the reporting of unlawful or unethical conduct via its Whistleblower Policy (refer below).

Any material breaches of the Code of Conduct are immediately reported to the Board.

Recommendation 3.3 – Whistleblower Policy

The Board has established a Whistleblower Policy that sets out the procedure for making disclosures of information that qualifies for protection under the Corporations Act or the Whistleblower Policy. It applies to Directors, management and employees of the Company (and their relatives), as well as suppliers of the Company (and their employees, contractors, suppliers, consultants and service providers). A copy of the Whistleblower Policy can be accessed on the Company’s website under Corporate Governance .

Any reports received under the Whistleblower Policy are immediately reported to the Board.

Recommendation 3.4 – Anti-Bribery and Corruption Policy

The Board takes a zero-tolerance approach to bribery and corruption and is committed to acting professionally, ethically and with integrity in all oof its business dealings and relationships. This extends to implementing and enforcing effective systems to counter bribery and corruption, and the Board has established an Anti-Bribery and Corruption Policy. A copy of the Anti-Bribery and Corruption Policy can be accessed on the Company’s website under Corporate Governance .

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SAFEGUARD INTEGRITY IN CORPORATE REPORTING

Recommendation 4.1 – Audit Committee

For the majority of the 2020/21 financial year, the Audit & Risk Management Committee was comprised of:

• Vincent Mascolo – Independent Non-Executive Director (Chairman of the Committee)

• Brian Moller – Non-Executive Director

• Peter Wright – Non-Executive Director

However, Mr Mascolo resigned as a Director of DGR Global on 28 June 2021, and the whole Board currently fulfils the role of the Committee, and will do so until such time as further appointments are made to the Board.

The Audit and Risk Management Committee held two (2) meetings during the year ended 30 June 2021. Details of Committee members’ attendance at those meetings can also be accessed within the Directors’ Report in the 2021 Annual Report.

The Company has adopted an Audit and Risk Management Charter setting out the Committee as well as reporting requirements. The Charter is reviewed annually to determine whether any changes are necessary. A copy of the Charter can be accessed on the Company’s website under Corporate Governance .

The Audit and Risk Management Committee is responsible for:

• monitoring the integrity of the financial statements of the Company and reviewing significant financial reporting judgments;

• reviewing the Company’s internal financial control system;

• considering the appointment of the external auditor and to approve the remuneration and terms of engagement of the external auditors;

• monitoring and reviewing the external auditor’s independence, objectivity, and effectiveness, taking into consideration relevant professional and regulatory requirements; and

• developing and implementing policy on the engagements of the external auditor to supply non-audit services, taking into account relevant ethical guidance regarding the provision of non-audit services by the external audit firm.

The Audit and Risk Management Committee is responsible for reviewing the nomination, performance, and independence of the Company’s external auditors. BDO Audit Pty Ltd ( BDO ) was appointed as the Company’s external auditor by shareholders at a General Meeting held on 25 November 2009. BDO has advised the Company that their policy of audit partner rotation requires a change in the lead engagement partner and review partner after a period of five years.

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Recommendation 4.2 – CEO and CFO Certification of Financial Statements

Prior to the approval of the Group’s financial statements each year, the Chief Executive Officer and the Chief Financial Officer confirm in writing to the Board that the financial reports of the Company for the financial year:

• present a true and fair view, in all material respects, of the Company’s financial condition and operational results and are in accordance with relevant accounting standards;

• the statement given in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the Board; and

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

The Board acknowledges that the internal control assurances from the CEO and CFO are not absolute, and can only be provided on a reasonable basis after having made due enquiries. Because much of the evidence available is persuasive rather than conclusive, the process is not designed to detect all potential weaknesses in control systems.

Recommendation 4.3 – Verification of Periodic Reporting

For periodic corporate reports released to the market which are not required to be audited or reviewed by the Company’s external auditor, the reports are subject to an internal review and approval process prior to market release. This process involves the reports being prepared and reviewed by relevant subject matter experts, an internal verification and sign off process, material statements being reviewed for accuracy, and an appropriate approval process involving senior executives, and for disclosure of certain matters, the approval of the Board.

A prime example of the above process is that, as a participant in the resources sector, the Company is required to lodge Quarterly Cash Flow Statements, which are not audited. This information is prepared by the Company’s accounting staff, checked by the CFO / Company Secretary and circulated to the Board before release to the market.

MAKE TIMELY AND BALANCED DISCLOSURE

Recommendation 5.1 – Continuous Disclosure Policy

The Company has adopted a Continuous Disclosure Policy to ensure compliance with the continuous disclosure requirements of ASX’s Listing Rules and the Corporations Act. The Policy sets out the rules and procedures for ASX information disclosure, the responsibility of the Board, senior executives, and staff to ensure that price sensitive information is identified, reviewed by management, and disclosed to ASX in a timely, clear, and objective manner and that all information provided to ASX is posted on the Company’s website as soon as possible after its disclosure to ASX.

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The Company Secretary manages the Company’s compliance with its continuous disclosure obligations and is responsible for communications with, and coordinating disclosure of information to, ASX. Directors receive copies of all announcements released to ASX and copies of announcements, including related information, such as financial statements and public presentations, and are aware of and accountable for the Company’s compliance with regard to continuous disclosure.

A copy of the Continuous Disclosure Policy is available on the Company’s website under Corporate Governance .

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Recommendation 5.2 - Directors Should Receive Copies of Material Market Announcements

Directors receive copies of all announcements released to ASX and copies of announcements, including related information, such as financial statements and public presentations, and are aware of and accountable for, the Company’s compliance with regard to continuous disclosure.

Recommendation 5.3 - Release of New Presentations to Market

In order to ensure the equality of information among investors, the Company releases to the market a copy of all new and substantive investor or analyst presentations ahead of delivery.

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RESPECT THE RIGHTS OF SECURITY HOLDERS

Recommendation 6.1 – Information on Website

Information about the Company and its operations is located on the Company’s website (www.dgrglobal.com.au). Information about the Company’s Corporate Governance policies can be found on the Company’s website under Corporate Governance .

Recommendation 6.2 – Two-Way Investor Relations Program

The Company is committed to informing shareholders of all major developments affecting the operations of the Company and the state of its affairs. Communications with shareholders include:

• annual reports which are distributed or otherwise made available to all investors;

• quarterly activities and cash flow reports;

• half-year financial reports;

• AGMs and other general meetings called to obtain shareholder approval for significant corporate actions, as appropriate;

• Company announcements; and

• all of the information available on the Company’s website.

Conference and investor presentations, including videos where applicable, are made available on the Company’s website and via its newsletter service. The Company operates a Twitter account and has a free newsletter subscription page available to all interested parties on its website. The Company welcomes questions from shareholders at any time and these are answered promptly unless the information requested is market sensitive and not in the public domain. All announcements made by the Company to the market (except disclosures of a routine compliance or administrative nature) are posted to the Company’s website. The Managing Director, the Company Secretary, and the Marketing Manager are responsible for this area of the Company’s activities.

Recommendation 6.3 – Facilitate Participation at Meetings of Security Holders

The Company encourages shareholder participation at its AGMs including by making notices of meetings available on its website. DGR Global’s external auditor attends the Company’s AGMs and is available to answer any questions which shareholders may have about the conduct of the external audit for the relevant financial year and the preparation and content of the audit report.

Shareholders who are unable to attend meetings of the Company are encouraged to participate in meetings by way of appointment of a proxy.

Recommendation 6.4 – Substantive Resolutions Decided by Poll

All substantive resolutions at meetings of the Company’s security holders are decided by a poll rather than by a show of hands.

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Recommendation 6.5 – Facilitate Electronic Communications

The Company has the capability to communicate with shareholders electronically through its website and email communications. Electronic contact details are provided on the Company’s website. The Company also has a Twitter account (@DGRGlobal) through which it provides updates regarding its activities.

Security holders can opt to receive electronic communications from the Company’s share registry, Link Market Services.

RECOGNIZE AND MANAGE RISK

Recommendation 7.1 – Risk Committee

The Company has not set up a stand-alone risk committee, but has established a combined Audit and Risk Management Committee, which is responsible for:

• ensuring the development of an appropriate risk management policy framework that will provide guidance to management in implementing appropriate risk management practices throughout the Company’s operations, practices, and systems;

• defining and periodically review management as it applies to the Company and clearly identify all stakeholders;

• ensuring that the Company’s risk management philosophy, policies, and strategies are clearly communicated to Directors, senior executives, employees, contractors, and appropriate stakeholders;

• ensuring that Directors and senior executives establish a risk aware culture which reflects the Company’s risk policies and philosophies;

• reviewing methods of identifying broad areas of risk and set parameters or guidelines for business risk reviews; and

• considering capital raising, treasury, and market trading activities with particular emphasis on risk treatment strategies, products, and levels of authority.

For more information refer to Recommendation 4.1.

Additionally, the Board Agenda has standing items for management to report against various risk and compliance issues associated with the Company and its business.

Recommendation 7.2 – Annual Risk Review

The responsibility for undertaking and assessing risk management and internal control effectiveness is delegated to management. They are required by the Board to report back on the efficiency and effectiveness of risk management, inter alia, by benchmarking the Company’s performance against industry standards.

The risk profile of the Company contains both financial and non-financial factors including operational, field and geological risks, and a range of financial and corporate risks. To mitigate these risks, the Company has in place an experienced Board, regular Board meetings, an Audit and Risk Management Committee which aims to meet at

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least bi-annually, six-monthly financial audits, rigorous appraisal of new investments, and advisers familiar with the Company.

The Company’s risks have been reviewed on a regular basis throughout the reporting period by the Board.

Recommendation 7.3 – Internal Audit

The Company does not have a formal internal audit function due to its current size. The Audit and Risk Management Committee monitors the need for an internal audit function. The Company’s management periodically undertakes an internal review of financial systems and processes and where systems are considered to require improvement, these systems are developed. The Company’s external auditors are consulted for advice by the Audit and Risk Management Committee.

The Company’s External Auditor is consulted for advice by the CFO and / or the Chair of the Audit and Risk Management Committee. At this stage the Company’s operational and financial functions are not complex, and all expenditure authorizations include the Managing Director, the CFO, the Group Finance Manager, or the Company Secretary. All suppliers are known to the Company, and any irregular and unrecognized expenses are routinely queried and discussed with one or more of the personnel noted above.

Recommendation 7.4 – Sustainability Risks

The Company, as an exploration company, faces inherent risks in its activities, including economic, environmental, and social sustainability risks which may have a material impact on the Company’s ability to create value for its shareholders.

The Board regularly monitors the operational and financial performance of the Company’s activities. It monitors and receives advice on areas of operation and financial risk and considers strategies for appropriate risk management, including with stakeholders, suppliers, staff and key contractors. Operational and financial strategies adopted are primarily aimed at improving the value of the Company. However, the Directors recognize that mineral exploration and evaluation is inherently risky.

Material business risks are considered in the preparation of the Review of Operations in the 2021 Annual Report. In relation to environmental risks, the Company closely monitors its exposure to all such risks at the current projects located within Australia, and seeks the input of specialist environmental consultants as required.

Further details regarding climate change and environmental risks are outlined in the Director’s Report within the 2021 Annual Report.

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REMUNERATE FAIRLY AND RESPONSIBLY

Recommendation 8.1 – Remuneration Committee

During the majority of the year the Company’s Remuneration Committee comprised three (3) Non-Executive Directors: Mr Peter Wright, Mr Vincent Mascolo, and Mr Brian Moller. Mr Mascolo resigned as a Director of DGR Global on 28 June 2021. The Board currently fulfils the role of the Committee. The Committee is responsible for making decisions on Directors’ and key management personnel’s remuneration packages. There is no requirement that the Remuneration Committee meet a set number of times or intervals during a year.

Rather, the Committee will meet at such intervals as required to fulfil its obligations. There were no meetings held during the financial year ended 30 June 2021.

The Company has adopted a Remuneration Committee Charter, which is available on the Company’s website under Corporate Governance .

In terms of remuneration structures for Directors and Executives, the Board benchmarks itself against industry peers, broad remuneration trends and statistics available via third party providers, and recruitment or human resource providers as appropriate to any appointment or review process.

Recommendation 8.2 – Disclosure of Executive and Non-Executive Director Remuneration Policy

The Board of the Directors is responsible for determining and reviewing compensation arrangements for the Directors and the executive team. The Board assesses the appropriateness of the nature and amount of remuneration of such officers on a periodic basis by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high-quality Board and executive team. Disclosure of the remuneration details for Directors and executives occurs each year in the Remuneration Report forming part of the Directors’ Report contained within the 2021 Annual Report. Details of the Managing Director’s remuneration arrangements are announced to market at the time of establishment and at the time of any material change thereafter.

The Constitution of the Company provides that the Non-Executive Directors are entitled to remuneration as determined by the Company in general meeting to be apportioned among them in such manner as the Directors agree and, in default of agreement, equally. The aggregate remuneration currently determined by the Company is $350,000 per annum. Additionally, Non-Executive Directors are entitled to be reimbursed for properly incurred expenses.

Directors may have the opportunity to participate in the Company’s option plan, subject to governance considerations and the approval of shareholders. The remuneration of the executives may from time to time be fixed by the Board, which will comprise a fixed remuneration component and also may include offering specific

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short and long-term incentives in the form of performance-based salary increases and/or bonuses, and/or the issue of options. Details of the Company’s remuneration arrangements for Non-Executive Directors, Executive Directors, and senior executives (including fee rates), are set out within the Remuneration Report forming part of the Directors’ Report contained within the 2021 Annual Report.

Recommendation 8.3 – Equity Based Remuneration Scheme

The Directors of the Company are subject to a number of restrictions in relation to them dealing in the Company’s shares, all of which are incorporated in a Trading Policy. Directors can only deal in shares in the Company during certain periods or in certain circumstances (eg. a bonus issue), and then only after receiving written clearance for the intended transaction from the Chairman of the Board. The Share Trading Policy can be accessed on the Company’s website under Corporate Governance .

Under the Company’s Securities Trading Policy, participants are not permitted to enter into any form of transaction or hedging arrangement which would limit the economic risk associated with unvested securities or securities subject to any form of holding lock.

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