EAGLE MOUNTAIN MINING LIMITED — Annual Report 2020

Oct 27, 2020

==> picture [313 x 92] intentionally omitted <==

A S X A n n o u n c e m e n t | 2 8 O c t o b e r 2 0 2 0

2020 Annual Report

Eagle Mountain Mining Limited ( ASX:EM2 ) (“ Eagle Mountain ”, the “ Company ”) is pleased to attach the Corporate Governance Statement and Appendix 4G for the year ending 30 June 2020.

For further information please contact:

Tim Mason

BEng, MBA, GAICD Chief Executive Officer tim@eaglemountain.com.au

Mark Pitts B.Bus, FCA, GAICD Company Secretary mark@eaglemountain.com.au

Jane Morgan

Investor and Media Relations jm@janemorganmanagement.com.au

This Announcement has been approved for release by the Mark Pitts, Company Secretary of Eagle Mountain Mining Limited

EAGLE MOUNTAIN MINING LIMITED

Eagle Mountain is a copper-gold explorer focused on the strategic exploration and development of highly prospective greenfields and brownfields projects in Arizona, USA.

Arizona is at the heart of America’s mining industry and home to some of the world’s largest copper discoveries such as Bagdad, Miami and Resolution, one of the largest undeveloped copper deposits in the world.

Follow the Company developments through our website and social media channels

==> picture [23 x 22] intentionally omitted <==

==> picture [24 x 21] intentionally omitted <==

==> picture [25 x 23] intentionally omitted <==

Website https://eaglemountain.com.au/

Twitter https://twitter.com/eagle_mining

LinkedIn https://www.linkedin.com/company/eagle-mountain-mining-ltd/

EAGLE MOUNTAIN MINING LIMITED - CORPORATE GOVERNANCE STATEMENT 2020

The Board is responsible for the overall corporate governance of the Company, including the establishing and monitoring of key performance goals. It is committed to attaining standards of corporate governance that are commensurate with the Company's needs. In this regard, the Board has created a framework for managing the Company, including internal controls and a business risk management process. This framework is reflected, in part, in the policies and charters described below.

The Board has adopted and endorses The ASX Corporate Governance Council Principles and Recommendations (3[rd] Edition) as amended from time to time ( ASX Recommendations ) and has adopted the ASX Recommendations that are considered appropriate for the Company given its size and the scope of its proposed activities. Details of the Company’s compliance with the ASX Recommendations are set out below.

In light of the Company’s current stage of development, the Board considers that its current composition is appropriate. As the Company’s activities change in nature and scope, the size of the Board and the implementation of additional corporate governance policies and structures will be reviewed and may change. The ASX has released a fourth edition of Corporate Governance Principles and Recommendations which takes effect from financial year beginning 1 July 2020 and ending 30 June 2021.

The Company will transition to the fourth edition during the financial year ending 30 June 2021.

The 2020 Corporate Governance Statement was adopted by the Board on 28 October 2020.

The Company’s corporate governance policies and practices as at the date of this Report are outlined below and are available on the Company’s website (www.eaglemountain.com.au/corporate-governance):

Board Charter

The Board guides and monitors the business and management of the Company. Under its Charter, the Board is responsible for, amongst other things:

1. providing leadership and setting the strategic objectives of the Company;

2. appointing the chairperson of the Board;

3. appointing, and when necessary replacing, the Managing Director and Chief Executive Officer;

4. approving the appointment, and when necessary replacement, of other senior executives;

5. overseeing management’s implementation of the Company’s strategic objectives and its performance generally;

6. approving operating budgets and major capital expenditure;

7. overseeing the integrity of the Company’s accounting and corporate reporting systems, including the external audit;

8. overseeing the Company’s process for making timely and balanced disclosure of all material information concerning the Company that a reasonable person would expect to have a material effect on the price or value of the Company’s securities;

9. ensuring that the Company has in place an appropriate risk management framework and setting the risk appetite within which the Board expects management to operate;

10. approving the Company’s remuneration framework;

11. monitoring the effectiveness of the Company’s governance practices;

12. ensuring that the Company has appropriate corporate governance structures in place, including standards of ethical behaviour and a culture of corporate and social responsibility; and

13. ensuring that the Board is and remains appropriately skilled to meet the changing needs of the Company.

The Company is committed to the circulation of relevant materials to Directors in a timely manner to facilitate Directors’ participation in the Board discussions on a fully informed basis.

For the purposes of corporate governance reporting Mr Charles Bass is the Company’s Managing Director and Mr Tim Mason, who commenced on 15 January 2020, is the Chief Executive Officer.

Composition of the Board

Election of Board members is substantially the province of the shareholders in general meeting.

EAGLE MOUNTAIN MINING LIMITED - CORPORATE GOVERNANCE STATEMENT 2020

The current Board of Directors is as follows:

Mr Rick Crabb – Independent Non-Executive Chairman Mr Charles Bass – Managing Director Mr Roger Port – Independent Non-Executive Director

Details of the skills and experience of Directors of the Company are included in the Directors’ Report section of the 2020 Annual Financial Statements which are available on the Company’s website at www.eaglemountain.com.au/corporate-governance.

Summary of Charters and Policies

Set out in the table below is a list of Eagle Mountain’s corporate governance charters and policies and a brief description of the purpose of each. Copies of the charters and policies are in the Corporate Governance section - of Eagle Mountain’s website at www.eaglemountain.com.au/corporate governance

As Eagle Mountain’s activities develop in size, nature and scope, the implementation of additional corporate governance policies will be given further consideration.

Charter / policy	Purpose
Board Charter	Sets out the various responsibilities of the Board with regard to the overall operation and stewardship of Eagle Mountain.
Code of Conduct	The Code of Conduct aims to develop a consistent understanding of, and approach to, the desired standards of conduct and behaviour of the Directors, officers, employees and consultants in carrying out their roles for Eagle Mountain.
Continuous Disclosure and Market Communications Policy	The purpose of the Continuous Disclosure and Market Communications Policy is to: (a) ensure that Eagle Mountain, as a minimum, complies with its continuous disclosure obligations under the Corporations Act and the ASX Listing Rules and, as much as possible, seeks to achieve best practice; (b) provide shareholders and the market with timely, direct and equal access to information issued by Eagle Mountain; and (c) promote investor confidence in the integrity of Eagle Mountain and its securities.
Securities Trading Policy	The Securities Trading Policy states the requirements for all Directors, senior executives, employees and consultants of Eagle Mountain dealing in Eagle Mountain’s securities.
Shareholder Communications Policy	The Shareholder Communications Policy states the processes through which Eagle Mountain will endeavour to ensure timely and accurate information is provided to all shareholders and the broader market.
Risk Management Policy	The purpose of the Risk Management Policy is to: (a) provide a framework for identifying, assessing, monitoring and managing risk; (b) communicate the roles and accountabilities of participants in the risk management system; and (c) highlight the status of risks to which Eagle Mountain is exposed, including any material changes to Eagle Mountain’s risk profile.

EAGLE MOUNTAIN MINING LIMITED - CORPORATE GOVERNANCE STATEMENT 2020

Charter / policy	Purpose
Audit Policy	The Audit Policy states the roles and responsibilities of the Board in performing its function to oversee Eagle Mountain’s internal and external audit matters. The primary role of the function is to: (a) monitor the integrity and quality of interim and annual financial reporting and disclosures; (b) identify key business, financial and regulatory risks; (c) monitor compliance with relevant laws, regulations, standards and codes; (d) monitor the adequacy of the internal control framework; and (e) monitor the integrity of internal and external audit.
Nomination and Remuneration Policy	The Nomination and Remuneration Policy sets out the Board’s policy and procedures for nomination and remuneration of officers and senior management, including in relation to the Managing Director and Chief Executive Officer, to ensure that they are fair and meet market conditions.
Diversity Policy	Eagle Mountain has adopted a Diversity Policy to encourage the creation of a workplace where well qualified management are appointed and with a corporate culture of diversity in composition of executives, management and employees. The Company employs new employees and promotes current employees on the basis of performance, ability and attitude. The Board is continually reviewing its practices with a focus on ensuring that the selection process at all levels within the organisation is formal and transparent and that the workplace environment is open, fair and tolerant.
Whistleblower Policy	Eagle Mountain adopted a Whistleblower Policy during the year to encourage all directors, officers, employees, consultants and contractors of Eagle Mountain to raise any concerns or report instances of any potential breach of law, any violations (or suspected violations) of the Company’s Code of Conduct or any other legal or ethical concern without the fear of detriment. The policy sets out reportable and non-reportable conduct and notes the appointment of the Company Secretary as the Company’s Whistleblower officer.

EAGLE MOUNTAIN MINING LIMITED - CORPORATE GOVERNANCE STATEMENT 2020

Diversity Disclosures

The Company, in keeping with the recommendations of the Corporate Governance Council, provides the following information regarding the proportion of gender diversity in the organisation as at 30 June 2020:

	Proportion of female / total number ofpersons employed
Females employed in the Companyas a whole	3/12
Females employed in the Companyin senior executivepositions	0/1
Females appointed as a Director of the Company	0/3

The recommendations of the Corporate Governance Council relating to reporting require a Board to set measurable objectives for achieving diversity within the organisation, and to report against them on an annual basis. The Company has implemented measurable objectives as follows:

Measurable Objective	Objective Satisfied	Comment
Adoption and promotion of a Formal Diversity Policy	Yes	The Company has adopted a formal diversity policy which has been made publicly available via the ASX and the Company’s website.
To ensure Company policies are consistent with and aligned with the goals of the Diversity Policy	Yes	The Company’s selection, remuneration and promotion practices are consistent with the goals of the Company’s Diversity Policy.
To provide flexible work and salary arrangements to accommodate family commitments, study and self- improvement goals, cultural traditions and other personal choices of current and potential employees.	Yes	The Company will, where considered reasonable and where compatible with the Company’s operations, accommodate requests for flexible working arrangements.
To implement clear and transparent policies governing reward and recognition practices.	Yes	The Company grants reward and promotion based on merit and responsibility as part of its ongoing review processes.
To provide relevant and challenging professional development and training opportunities for all employees.	Yes	The Company seeks to continually encourage self-improvement in all employees, irrespective of seniority, ability or experience, through external and internal training courses, regular staff meetings and relevant on job mentoring.

The Company has not at this time implemented specific measurable objectives regarding the proportion of females to be employed within the organisation or implemented requirements for a proportion of female candidates for employment and Board positions

The Board will consider the future implementation of gender based diversity measurable objectives when more appropriate to the size and nature of the Company’s operations.

EAGLE MOUNTAIN MINING LIMITED - CORPORATE GOVERNANCE STATEMENT 2020

Compliance with ASX Recommendations

The Company’s compliance with, and departures from, the ASX Recommendations as at the date of the Report are set out below:

ASX Principle and Recommendation	Compliance (Yes/No)	Explanation
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1 A listed entity should disclose: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management.	Yes	Eagle Mountain has adopted a Board Charter which discloses the roles and responsibilities of the Board and senior management. A copy of the Board Charter is available for review on the Company’s website. Under the Board Charter, the Board is responsible for the overall operation and stewardship of Eagle Mountain, including charting the direction, strategies and financial objectives for Eagle Mountain, monitoring the implementation of those policies, strategies and financial objectives, and monitoring compliance with regulatory requirements and ethical standards.
Recommendation 1.2 A listed entity should: (a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and (b) provide security holders with all material information relevant to a decision on whether or not to elect or re-elect a director.	Yes	Eagle Mountain will conduct specific checks of candidates prior to their appointment or nomination for election by shareholders. Eagle Mountain will include in its notices of meeting a brief biography of each Director who stands for election or re-election. The biography sets out the relevant qualifications and professional experience of the nominated Director for consideration by shareholders. This information is also included on Eagle Mountain’s website.
Recommendation 1.3 A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	Yes	Eagle Mountain engages or employs its Directors and other senior executives under written agreements setting out key terms and otherwise governing their engagement or employment by Eagle Mountain. The Managing Director and Chief Executive Officer are employed pursuant to written employment agreements with Eagle Mountain and each Non- Executive Director is engaged under a letter of appointment.
Recommendation 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.	Yes	The Company Secretary reports directly, and is accountable, to the Board through the Chairman in relation to all governance matters. The Company Secretary advises and supports the Board members on general governance matters, implements adopted governance procedures, and

EAGLE MOUNTAIN MINING LIMITED - CORPORATE GOVERNANCE STATEMENT 2020

ASX Principle and Recommendation	Compliance (Yes/No)	Explanation
		coordinates circulation of meeting agendas and papers.
Recommendation 1.5 A listed entity should: (a) have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them; (b) disclose that policy or a summary of it; and (c) disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity’s diversity policy and its progress towards achieving them, and either: (1) the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or (2) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act.	Yes	Eagle Mountain has adopted a Diversity Policy a copy of which is available on the Company’s website. The Diversity Policy sets out the beliefs, goals and strategies of Eagle Mountain with respect to diversity within Eagle Mountain. Eagle Mountain sets measurable objectives for achieving diversity. Eagle Mountain has provided in its 2020 Corporate Governance Statement the respective proportions of men and women on the board, in senior positions and across the whole organisation.
Recommendation 1.6 A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and	No	Eagle Mountain does not have in place a formal process for evaluation of the Board, its committees and individual Directors. The small size of the Board and the nature of Eagle Mountain’s activities make the establishment of a formal performance evaluation strategy unnecessary. Performance evaluation is a discretionary matter for consideration by the entire

EAGLE MOUNTAIN MINING LIMITED - CORPORATE GOVERNANCE STATEMENT 2020

ASX Principle and Recommendation	Compliance (Yes/No)	Explanation
(b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.		Board and in the normal course of events the Board will review performance of senior management, Directors and the Board as a whole. No performance evaluation has been undertaken during the year ended 30 June 2020.
Recommendation 1.7 A listed entity should: (a) have and disclose a process for periodically evaluating the performance of its senior executives; and (b) disclose in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	Yes	Eagle Mountain has in place a formal process for evaluation of its key executives. Performance of key executives are intended to be measured annually and assessed against performance criteria set by the Board. An informal performance evaluation has been undertaken during the year ended 30 June 2020.
Principal 2: Structure the Board to add value
Recommendation 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,	No	Eagle Mountain does not have a nomination committee at this stage. The Board considers that, given the current size and scope of Eagle Mountain’s operations, efficiencies or other benefits would not be gained by establishing a separate nomination committee. The full Board, which comprises one Executive Director and two Non-Executive Directors, considers the matters and issues that would otherwise be addressed by a nomination committee in accordance with Eagle Mountain’s Nomination and Remuneration Policy. Under the Board Charter, candidacy for the Board is based on merit against objective criteria with a view to maintaining an appropriate balance of skills and experience. As a matter of practice, candidates for the office of Director are individually assessed by the Chairperson and the full Board before appointment or nomination to ensure that they possess the relevant skills, experience or other qualities considered appropriate and necessary to provide value and assist in advancement of Eagle Mountain’s operations. The Board intends to reconsider the requirement for, and benefits of, a separate nomination committee as Eagle Mountain’s operations grow and evolve.

EAGLE MOUNTAIN MINING LIMITED - CORPORATE GOVERNANCE STATEMENT 2020

ASX Principle and Recommendation	Compliance (Yes/No)	Explanation
knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.
Recommendation 2.2 A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.	No	Eagle Mountain does not currently have a skills or diversity matrix in relation to the Board members. The Board considers that such a matrix is not necessary given the current size and scope of Eagle Mountain’s operations. The Board may adopt such a matrix at a later time as Eagle Mountain’s operations grow and evolve.
Recommendation 2.3 A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, association or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.	Yes	Disclosure of the names of Directors considered by the Board to be independent will be provided in the annual report. The current independent Directors are Rick Crabb and Roger Port. Details of the Directors' interests, positions, associations and relationships are provided in the 2020 annual report. The length of service of each Director is provided in the annual report and is as follows: • Rick Crabb – since 6 September 2017; • Charles Bass (and Brett Rowe as Alternative Director) – since 6 September 2017; and • Roger Port – since 6 September 2017.
Recommendation 2.4 A majority of the board of a listed entity should be independent directors.	Yes	The Board is comprised of a majority of independent directors. There are currently two Directors who satisfy the criteria for independence for the purposes of ASX Recommendation 2.3, being Rick Crabb and Roger Port.
Recommendation 2.5 The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	Yes	The Chairman of the Board (Rick Crabb) is an independent Director.
Recommendation 2.6 A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for	No	Eagle Mountain does not currently have a formal induction program for new Directors nor does it have a formal professional development program for existing Directors. The Board does not consider that a formal induction program is necessary given

EAGLE MOUNTAIN MINING LIMITED - CORPORATE GOVERNANCE STATEMENT 2020

ASX Principle and Recommendation	Compliance (Yes/No)	Explanation
directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively.		the current size and scope of Eagle Mountain’s operations. All Directors are generally experienced in Company operations, albeit in different aspects (e.g. operations, finance, corporate governance etc), and have listed company experience. Some of the current Directors are also directors of other listed companies. The Board seeks to ensure that all of its members understand Eagle Mountain’s operations. Directors also attend, on behalf of Eagle Mountain and otherwise, technical and commercial seminars and industry conferences which enable them to maintain their understanding of industry matters and technical advances.
Principal 3: Act ethically and responsibly
Recommendation 3.1 A listed entity should: (a) have a code of conduct for its directors, senior executives and employees; and (b) disclose that code or a summary of it.	Yes	The Board believes that the success of Eagle Mountain has been and will continue to be enhanced by a strong ethical culture within the organisation. Accordingly, Eagle Mountain has established a Code of Conduct which sets out the standards with which the Directors, officers, employees and consultants of Eagle Mountain are expected to comply in relation to the affairs of Eagle Mountain's business and when dealing with each other, shareholders and the broader community. A copy of the Code of Conduct is available on the Company’s website. The Code also outlines the procedure for reporting any breaches of the Code and the possible disciplinary action Eagle Mountain may take in respect of any breaches. In addition to their obligations under the Corporations Act in relation to inside information, all Directors, employees and consultants have a duty of confidentiality to Eagle Mountain in relation to confidential information they possess. In fulfilling their duties, each Director dealing with corporate governance matters may obtain independent professional advice at Eagle Mountain’s expense after consultation with the Chairman.
Principal 4: Safeguard integrity in corporate reporting
Recommendation 4.1 The board of a listed entity should:	No	Eagle Mountain has not established a separate audit committee.

EAGLE MOUNTAIN MINING LIMITED - CORPORATE GOVERNANCE STATEMENT 2020

ASX Principle and Recommendation	Compliance (Yes/No)	Explanation
(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.		The audit function is performed by the full Board pursuant to the Audit Policy. The Board does not consider that a separate audit committee is necessary given the current size and scope of Eagle Mountain’s operations and its Board. In the absence of a formal audit committee, the Company ensures that the finalisation of the audit or review of the Company’s financial statements is undertaken independent of executive management.
Recommendation 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.	Yes	As a matter of practice, Eagle Mountain obtains declarations from its Chief Executive Officer and Company Secretary before its financial statements are approved substantially in the form referred to in Recommendation 4.2. The declarations referred to above have been received by the Board from the Chief Executive Officer and Company Secretary.

EAGLE MOUNTAIN MINING LIMITED - CORPORATE GOVERNANCE STATEMENT 2020

ASX Principle and Recommendation	Compliance (Yes/No)	Explanation
Recommendation 4.3 A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.	Yes	It is Eagle Mountain’s practice to request that its external auditor attend each annual general meeting of Eagle Mountain and be available to answer questions from shareholders in relation to the conduct of the audit and the preparation and content of the auditor’s report.
Principal 5: Make timely and balanced disclosure
Recommendation 5.1 A listed entity should: (a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and (b) disclose that policy or a summary of it.	Yes	Eagle Mountain has adopted a Continuous Disclosure Policy, which is available for review on the Company’s website. Eagle Mountain is a “disclosing entity” pursuant to section 111AR of the Corporations Act and, as such, is required to comply with the continuous disclosure requirements of Chapter 3 of the Listing Rules and section 674 of the Corporations Act. Eagle Mountain is committed to observing its disclosure obligations under the Corporations Act and its obligations under the Listing Rules. All announcements provided to ASX will be posted on Eagle Mountain’s website.
Principal 6: Respect the rights of security holders
Recommendation 6.1 A listed entity should provide information about itself and its governance to investors via its website.	Yes	Information about Eagle Mountain, including its corporate governance and copies of its various corporate governance policies and charters, is available on Eagle Mountain’s website.
Recommendation 6.2 A listed entity should design and implement an investor relations program to facilitate effective two- way communication with investors.	Yes	Eagle Mountain has adopted a Shareholder Communications Policy, the purpose of which is to facilitate the effective exercise of shareholders’ rights by communicating effectively with shareholders, giving shareholders ready access to balanced and understandable information about Eagle Mountain and its corporate strategies and making it easy for shareholders to participate in general meetings of Eagle Mountain. Eagle Mountain communicates with shareholders: • following admission to ASX, through releases to the market via the ASX; • through Eagle Mountain’s website; • through information provided directly to shareholders; and • at general meetings.

EAGLE MOUNTAIN MINING LIMITED - CORPORATE GOVERNANCE STATEMENT 2020

ASX Principle and Recommendation	Compliance (Yes/No)	Explanation
Recommendation 6.3 A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.	Yes	Eagle Mountain supports shareholder participation in general meetings and seeks to provide appropriate mechanisms for such participation, including by ensuring that meetings are held at convenient times and places to encourage shareholder participation. In preparing for general meetings of Eagle Mountain, Eagle Mountain will draft the notice of meeting and related explanatory information so that they provide all of the information that is relevant to shareholders in making decisions on matters to be voted on by them at the meeting. This information will be presented clearly and concisely so that it is easy to understand and not ambiguous. Eagle Mountain will use general meetings as a tool to effectively communicate with shareholders and allow shareholders a reasonable opportunity to ask questions of the Board of Directors and to otherwise participate in the meeting. Mechanisms for encouraging and facilitating shareholder participation will be reviewed regularly to encourage the highest level of shareholder participation.
Recommendation 6.4 A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	Yes	Eagle Mountain considers that communicating with shareholders by electronic means is an efficient way to distribute information in a timely and convenient manner. Eagle Mountain provides new shareholders with the option to receive communications from Eagle Mountain electronically and Eagle Mountain encourages them to do so. Existing shareholders are also encouraged to request communications electronically. All shareholders that have opted to receive communications electronically are provided with notifications by Eagle Mountain when an announcement or other communication (including an annual report and notice of meeting) is uploaded to the ASX announcements platform.
Principal 7: Recognise and manage risk
Recommendation 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	No	Eagle Mountain does not have a separate risk management committee. The Board is responsible for supervising management’s framework of control and accountability systems to enable risk to be assessed

EAGLE MOUNTAIN MINING LIMITED - CORPORATE GOVERNANCE STATEMENT 2020

ASX Principle and Recommendation Compliance Explanation (Yes/No) independent directors; an and managed in accordance with Eagle Mountain’s (2) is chaired by an independent Risk Management Policy. director, The Board considers that, given the current size and and disclose scope of Eagle Mountain’s operations and that only (3) the charter of the committee; one Director holds an executive position in Eagle Mountain, efficiencies or other benefits would not (4) the members of the be gained by establishing a separate risk committee; and management committee at present.

• (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.

As Eagle Mountain’s operations grow and evolve, the Board will reconsider the appropriateness of forming a separate risk management committee. However, Eagle Mountain has adopted a Risk Management Policy for Eagle Mountain which is available for review on the Company’s website. The purpose of the policy is to:

• provide a framework for identifying, assessing, monitoring and managing risk;

• • communicate the roles and accountabilities of participants in the risk management system; and

managem	ent fra	mework.			participants in the risk management system; and
					• highlight the status of risks to which Eagle
					Mountain is exposed, including any material
					changes to Eagle Mountain’s risk profile.
					Further, the Board is responsible for the following
					under the policy:
					• risk management and oversight of internal
					controls;
					• establishing procedures which provide
					assurance that business risks are identified,
					consistently assessed and adequately
					addressed; and
					• for the overseeing of such procedures.
Recommendation 7.2				Yes	The Board has responsibility for the monitoring of
The board or a committee of the board					risk management and intends to review Eagle
should:					Mountain’s risk management framework on an
(a) review	the	entity’s	risk		annual basis to ensure Eagle Mountain’s risk
management framework at least					management framework continues to be effective.
annually	to satisfy itself that it				Disclosure of the outcome of the annual risk
continues to be sound; and					management review will be included in the annual
(b) disclose,	in relation to		each		report.
reporting period, review has taken		whether such a place.			No formal risk management review has been undertaken in the year ended 30 June 2020.
					However, given the size of the organization, the
					Board and management consider risk management
					on an ongoing basis.

EAGLE MOUNTAIN MINING LIMITED - CORPORATE GOVERNANCE STATEMENT 2020

ASX Principle and Recommendation Compliance Explanation (Yes/No) Recommendation 7.3 Yes Eagle Mountain does not currently have an internal A listed entity should disclose: audit function. if it has an internal audit function, The Chief Executive Officer is charged with how the function is structured evaluating and considering improvements to Eagle and what role it performs; or Mountain’s risk management and internal control if it does not have an internal processes on an ongoing basis. audit function, that fact and the The Board considers that an internal audit function processes it employs for is not currently necessary given the current size and evaluating and continually scope of Eagle Mountain’s operations. improving the effectiveness of its risk management and internal As Eagle Mountain’s operations grow and evolve, control processes. the Board will reconsider the appropriateness of adopting an internal audit function. Recommendation 7.4 Yes Eagle Mountain’s primary activity is mineral A listed entity should disclose whether exploration. These activities do not expose Eagle it has any material exposure to Mountain to any particular economic, economic, environmental and social environmental or social sustainability risks not sustainability risks and, if it does, how faced by all other participants in the mineral exploration industry in the United States. it manages or intends to manage those risks. Principal 8: Remunerate fairly and responsibly Recommendation 8.1 No Eagle Mountain has not established a separate The board of a listed entity should: remuneration committee. have a remuneration committee The role of the remuneration committee is which: undertaken by the full Board. The Board considers (1) has at least three members, a that, given its current size and that only one majority of whom are Director holds an executive position in Eagle independent directors; and Mountain, efficiencies or other benefits would not (2) is chaired by an independent be gained by establishing a separate remuneration committee.

Recommendation 7.3

A listed entity should disclose:

• (a) if it has an internal audit function, how the function is structured and what role it performs; or

• (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes.

Recommendation 7.4 A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.

Principal 8: Remunerate fairly and responsibly

Recommendation 8.1 The board of a listed entity should:

• (a) have a remuneration committee which:

• (2) is chaired by an independent director,

• and disclose:

Eagle Mountain will set out the remuneration paid or provided to Directors and senior executives annually in the contained within Eagle Mountain’s annual report to shareholders. The full Board determines all compensation arrangements for Directors. It is also responsible for setting performance criteria, performance monitors, share option schemes, incentive performance schemes, superannuation entitlements, retirement and termination entitlements and professional indemnity and liability insurance cover.

• (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

As Eagle Mountain’s operations grow and evolve, the Board will reconsider the appropriateness of forming a separate remuneration committee.

• (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

EAGLE MOUNTAIN MINING LIMITED - CORPORATE GOVERNANCE STATEMENT 2020

ASX Principle and Recommendation Compliance (Yes/No)

Explanation

that such remuneration is appropriate and not excessive.

Recommendation 8.2

A listed entity should separately disclose its policies and practices regarding the remuneration of nonexecutive directors and the remuneration of executive directors and other senior executives.

Recommendation 8.3

A listed entity which has an equitybased 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.

Yes Eagle Mountain’s policies and practices regarding the remuneration of Executive and Non-Executive Directors and other senior executives will be set out in the remuneration report contained in Eagle Mountain’s annual report for each financial year. Yes Eagle Mountain’s Securities Trading Policy sets out the circumstances in which Eagle Mountain’s directors, executives, employees, contractors, consultants and advisors (“Designated Persons ” ) are prohibited from dealing in Eagle Mountain’s securities.

The policy provides that where a Designated Person is entitled to equity-based remuneration arrangements, that Designated Person must not at any time enter into a transaction (e.g. writing a call option) that operates or is intended to operate to limit the economic risk of holdings of unvested Eagle Mountain securities or vested Eagle Mountain securities which are subject to a holding lock.

The Directors note that there is no market for exchange-traded options in respect of Eagle Mountain’s securities and, for all practical purposes, there is no capacity for scheme participants to directly limit the economic risk associated with their holdings of Eagle Mountain securities pursuant to Eagle Mountain’s equity-based remuneration scheme.

Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity:

EAGLE MOUNTAIN MINING LIMITED

ABN / ARBN: Financial year ended: 64 617 614 598 30 June 2020

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

☐ These pages of our annual report:

 This URL on our website: www.eaglemountain.com.au/corporate-governance

The Corporate Governance Statement is accurate and up to date as at 30 June 2020 and has been approved by the Board.

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

Date: 28 October 2020

Name of Company Secretary authorising Mark Pitts lodgement:

1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period. Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of rule 4.10.3.

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

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

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.

Page 1

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should disclose: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management.	… the fact that we follow this recommendation:  in our Corporate Governance Statement OR ☐at [insert location] … and information about the respective roles and responsibilities of our board and management (including those matters expressly reserved to the board and those delegated to management):  in our 2019 Annual Report	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.2	A listed entity should: (a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.	… the fact that we follow this recommendation: in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	… the fact that we follow this recommendation:  in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.4	The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.	… the fact that we follow this recommendation: in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

4 If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

Page 2

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
1.5	A listed entity should: (a) have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them; (b) disclose that policy or a summary of it; and (c) disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity’s diversity policy and its progress towards achieving them and either: (1) the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or (2) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act.	… the fact that we have a diversity policy that complies with paragraph (a): in our Corporate Governance Statement OR ☐at [insert location] … and a copy of our diversity policy or a summary of it: at www.eaglemountain.com.au/corporate-governance … and the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with our diversity policy and our progress towards achieving them: in our Corporate Governance StatementOR ☐at [insert location] … and the information referred to in paragraphs (c)(1) or (2): in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.6	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	… the evaluation process referred to in paragraph (a): ☐in our Corporate Governance Statement OR ☐at [insert location] … and the information referred to in paragraph (b): in our Corporate Governance Statement OR ☐at [insert location]	 an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.7	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of its senior executives; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	… the evaluation process referred to in paragraph (a): in our Corporate Governance Statement OR ☐at [insert location] … and the information referred to in paragraph (b):  in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

Page 3

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

Page 4

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
2.3	A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, association or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.	… the names of the directors considered by the board to be independent directors: in our Corporate Governance Statement OR ☐at [insert location] … and, where applicable, the information referred to in paragraph (b): in our Corporate Governance Statement OR ☐at [insert location] … and the length of service of each director: in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement
2.4	A majority of the board of a listed entity should be independent directors.	… the fact that we follow this recommendation: in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.5	The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	… the fact that we follow this recommendation:  in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.6	A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively.	… the fact that we follow this recommendation: ☐in our Corporate Governance Statement OR ☐at [insert location]	 an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY
3.1	A listed entity should: (a) have a code of conduct for its directors, senior executives and employees; and (b) disclose that code or a summary of it.	… our code of conduct or a summary of it: ☐in our Corporate Governance Statement OR at www.eaglemountain.com.au/corporate-governance	☐an explanation why that is so in our Corporate Governance Statement

Page 5

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING
4.1	The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non- executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.	[If the entity complies with paragraph (a):] … the fact that we have an audit committee that complies with paragraphs (1) and (2): ☐in our Corporate Governance Statement OR ☐at [insert location] … and a copy of the charter of the committee: ☐at_[insert location] … and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance Statement OR ☐at [_insert location] [If the entity complies with paragraph (b):] … the fact that we do not have an audit committee and the processes we employ that independently verify and safeguard the integrity of our corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner: in our Corporate Governance Statement OR ☐at [insert location]	 an explanation why that is so in our Corporate Governance Statement
4.2	The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.	… the fact that we follow this recommendation: in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement

Page 6

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
4.3	A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.	… the fact that we follow this recommendation: in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity that does not hold an annual general meeting and this recommendation is therefore not applicable
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should: (a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and (b) disclose that policy or a summary of it.	… our continuous disclosure compliance policy or a summary of it: in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information about itself and its governance to investors via its website.	… information about us and our governance on our website: at www.eaglemountain.com.au/corporate-governance	☐ an explanation why that is so in our Corporate Governance Statement
6.2	A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.	… the fact that we follow this recommendation: in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement
6.3	A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.	… our policies and processes for facilitating and encouraging participation at meetings of security holders:  in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity that does not hold periodic meetings of security holders and this recommendation is therefore not applicable
6.4	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	… the fact that we follow this recommendation: in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement

Page 7

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
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):] … the fact that we have a committee or committees to oversee risk that comply with paragraphs (1) and (2): ☐in our Corporate Governance Statement OR ☐at [insert location] … and a copy of the charter of the committee: ☐at [insert location] … and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance Statement OR ☐at [insert location] [If the entity complies with paragraph (b):] … the fact that we do not have a risk committee or committees that satisfy (a) and the processes we employ for overseeing our risk management framework: in our Corporate Governance Statement OR ☐at [insert location]	 an explanation why that is so in our Corporate Governance Statement
7.2	The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and (b) disclose, in relation to each reporting period, whether such a review has taken place.	… the fact that board or a committee of the board reviews the entity’s risk management framework at least annually to satisfy itself that it continues to be sound: ☐in our Corporate Governance Statement OR ☐at [insert location] … and that such a review has taken place in the reporting period covered by this Appendix 4G:  in our Corporate Governance StatementOR ☐at [insert location]	 an explanation why that is so in our Corporate Governance Statement

Page 8

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
7.3	A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes.	[If the entity complies with paragraph (a):] … how our internal audit function is structured and what role it performs: ☐in our Corporate Governance Statement OR ☐at [insert location] [If the entity complies with paragraph (b):] … the fact that we do not have an internal audit function and the processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control processes: in our Corporate Governance Statement OR ☐at [insert location]	 an explanation why that is so in our Corporate Governance Statement
7.4	A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.	… whether we have any material exposure to economic, environmental and social sustainability risks and, if we do, how we manage or intend to manage those risks: in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement

Page 9

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.	[If the entity complies with paragraph (a):] … the fact that we have a remuneration committee that complies with paragraphs (1) and (2): ☐in our Corporate Governance Statement OR ☐at [insert location] … and a copy of the charter of the committee: ☐at_[insert location] … and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance Statement OR ☐at [_insert location] [If the entity complies with paragraph (b):] … the fact that we do not have a remuneration committee and the processes we employ for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive: in our Corporate Governance Statement OR ☐at [insert location]	 an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
8.2	A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.	… separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives: ☐in our Corporate Governance Statement OR at Remuneration Report included in the 2018 Annual Report	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
8.3	A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.	… our policy on this issue or a summary of it: in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ w e 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

Page 10

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-	Alternative to Recommendation 1.1 for externally managed listed entities: The responsible entity of an externally managed listed entity should disclose: (a) the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements.	… the information referred to in paragraphs (a) and (b): ☐in our Corporate Governance Statement OR ☐at [insert location] NOT APPLICABLE	☐ an explanation why that is so in our Corporate Governance Statement
-	Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities: An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager.	… the terms governing our remuneration as manager of the entity: ☐in our Corporate Governance Statement OR ☐at [insert location] NOT APPLICABLE	☐ an explanation why that is so in our Corporate Governance Statement

Page 11