Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Evolution Mining Limited

ABN/ARBN 74 084 669 036	Financial year ended:
74 084 669 036	30 June 2019

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://evolutionmining.com.au/corporate-governance/ website:

The Corporate Governance Statement is accurate and up to date as at 25 October 2019 and has been approved by the board.

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

Date: 25 October 2019 Name of authorised officer Evan Elstein authorising lodgement: Company Secretary

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

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

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

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

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

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

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

ASX Listing Rules Appendix 4G

Page 1

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

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

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

Page 2

ASX Listing Rules Appendix 4G

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

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

Page 3

ASX Listing Rules Appendix 4G

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
1.7	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: https://evolutionmining.com.au/corporate-governance/ and whether a performance evaluation was undertaken for the reporting period in accordance with that process in our Corporate Governance Statement at: https://evolutionmining.com.au/corporate-governance/	☐set out in our Corporate Governance StatementOR ☐we are an externally managed entity and this recommendation is therefore not applicable

Page 4

ASX Listing Rules Appendix 4G

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1	The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.	☒ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: https://evolutionmining.com.au/corporate-governance/ and the information referred to in paragraphs (4) and (5) at: https://evolutionmining.com.au/corporate-governance/ and on page 86 of the Annual Report at: https://evolutionmining.com.au/reports/ [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: …………………………………………………………………………….. [insert location]	☐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 in our Corporate Governance Statement at: https://evolutionmining.com.au/corporate-governance/	☐set out in our Corporate Governance StatementOR ☐we are an externally managed entity and this recommendation is therefore not applicable

Page 5

ASX Listing Rules Appendix 4G

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

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

Page 6

ASX Listing Rules Appendix 4G

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1	A listed entity should articulate and disclose its values.	☒ and we have disclosed our values on our website at: https://evolutionmining.com.au/our-story/ and on page 9 of the Annual Report at: https://evolutionmining.com.au/reports/	☐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 by a director or senior executive; and (2) any other material breaches of that code that call into question the culture of the organisation.	☒ and we have disclosed our code of conduct at: https://evolutionmining.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://evolutionmining.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://evolutionmining.com.au/corporate-governance/	☐set out in our Corporate Governance Statement

Page 7

ASX Listing Rules Appendix 4G

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1	The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non- executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.	☒ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: https://evolutionmining.com.au/corporate-governance/ and the information referred to in paragraphs (4) and (5) on pages 84-86 of the Annual Report at https://evolutionmining.com.au/reports/ and in our Corporate Governance Statement at https://evolutionmining.com.au/corporate-governance/ [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
4.2	The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.	☒	☐set out in our Corporate Governance Statement
4.3	A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor.	☒	☐set out in our Corporate Governance Statement

Page 8

ASX Listing Rules Appendix 4G

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

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

Page 9

ASX Listing Rules Appendix 4G

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 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: https://evolutionmining.com.au/corporate-governance/ and the information referred to in paragraphs (4) and (5) in our Corporate Governance Statement at: https://evolutionmining.com.au/corporate-governance/ and on page 86 of the Annual Report at: https://evolutionmining.com.au/reports/ [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
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 in our Corporate Governance Statement at https://evolutionmining.com.au/corporate-governance/	☐set out in our Corporate Governance Statement

Page 10

ASX Listing Rules Appendix 4G

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
7.3	A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes.	☒ [If the entity complies with paragraph (a):] and we have disclosed how our internal audit function is structured and what role it performs in our Corporate Governance Statement at: https://evolutionmining.com.au/corporate-governance/ [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: …………………………………………………………………………….. [insert location]	☐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 in our Corporate Governance Statement at https://evolutionmining.com.au/corporate-governance/ and on pages 27 and 79-83 of the Annual Report at: https://evolutionmining.com.au/reports/ and, if we do, how we manage or intend to manage those risks at: …………………………………………………………………………….. [insert location]	☐set out in our Corporate Governance Statement

Page 11

ASX Listing Rules Appendix 4G

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.	☒ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: https://evolutionmining.com.au/corporate-governance/ and the information referred to in paragraphs (4) and (5) in the Corporate Governance Statement at: https://evolutionmining.com.au/corporate-governance/ and on page 86 of the Annual Report at: https://evolutionmining.com.au/reports/ [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
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 in the Corporate Governance Statement at: https://evolutionmining.com.au/corporate-governance/ and on pages 87-100 of the Annual Report at: https://evolutionmining.com.au/reports/	☐set out in our Corporate Governance Statement OR ☐we are an externally managed entity and this recommendation is therefore not applicable

Page 12

ASX Listing Rules Appendix 4G

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
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: in the Corporate Governance Statement at: https://evolutionmining.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 applicable OR ☐we are an externally managed entity and this recommendation is therefore not applicable
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 applicableOR ☐we are an externally managed entity and this recommendation is therefore not applicable
9.2	A listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time.	☐	☐set out in our Corporate Governance StatementOR ☐we are established in Australia and this recommendation is therefore not applicableOR ☐we are an externally managed entity and this recommendation is therefore not applicable
9.3	A listed entity established outside Australia, and an externally managed listed entity that has an AGM, should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.	☐	☐set out in our Corporate Governance StatementOR ☐we are established in Australia and not an externally managed listed entity and this recommendation is therefore not applicable ☐we are an externally managed entity that does not hold an AGM and this recommendation is therefore not applicable

Page 13

ASX Listing Rules Appendix 4G

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

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

Page 14

ASX Listing Rules Appendix 4G

2 0 1 9

Corporate Governance Statement

==> picture [413 x 413] intentionally omitted <==

==> picture [117 x 78] intentionally omitted <==

	Governance Framework	3
1.	BOARD OF DIRECTORS AND MANAGEMENT	3
	Responsibilities of the Board and Board Processes	3
	Board Appointments	5
	Induction and Independent Advice	5
	Company Secretary	5
	Board Composition, Experience and Skills	6
	Independence	6
	Chair of the Board	7
	Board Skills and Experience	8
2.	BOARD SUB COMMITTEES	9
	Nomination and Remuneration Committee	10
	Audit Committee	10
	Risk and Sustainability Committee	11
3.	BOARD AND EXECUTIVE REMUNERATION	12
	Executive Service Agreements & Non-Executive Director Remuneration	12
4.	BOARD AND EXECUTIVE PERFORMANCE	12
	Evaluating Performance	12
5.	ETHICAL AND RESPONSIBLE DECISION MAKING	13
	Code of Conduct	13
	Whistleblower Policy	13
	Anti-Bribery and Corruption Policy	14
6.	DIVERSITY AND INCLUSION	14
7.	SHAREHOLDER ENGAGEMENT AND MARKET COMMUNICATIONS	15
	Continuous Disclosure	15
8.	AUDIT	16
	Internal Audit	16
	External Audit	17
	Attestations by Executive Chairman and Chief Financial Ofcer	17
9.	RISK AND SUSTAINABILITY	17
	Risk Management	17
	Social Performance	18
	Health, Safety and Environment	19

2 Evolution Mining Limited

Corporate Governance Statement

Evolution Mining Limited (Evolution or the Company) has elected to implement the Australian Securities Exchange (ASX) Corporate Governance Council’s (“Council”) Fourth Edition Corporate Governance Principles and Recommendations (ASX Governance Principles), and is committed to operating at the highest standards of financial and ethical behaviour and maintaining a high standard of corporate governance which reflects the requirements of the market regulators and the expectations of the Company’s security holders.

Where the Company’s corporate governance practices do not meet with all the practices recommended by the Council, or the Board does not consider it practicable or necessary to implement, the Board’s reasoning for any departure is explained.

The Company advises that it complies with all the ASX Governance Principles other than the Chair of the Board being a non-independent executive director (Recommendation 2.5). This Statement has been approved by the Board of Evolution and is current as at 25 October 2019, and should be read in conjunction with the information presented in the corporate governance section on the Evolution Mining Limited website at www. evolutionmining.com.au, the 2019 Annual Report and the Appendix 4G released on the ASX Market Announcements platform on 25 October 2019.

1. BOARD OF DIRECTORS AND MANAGEMENT

Role of the Board

The Board is the governing body of the Company and its role is to represent and serve the interests of shareholders by overseeing and appraising the Company’s values, strategies, policies and performance, and to provide overall strategic guidance to and effective oversight of management. In fulfilling these duties, the Directors must act in the best interests of the Company as a whole and each member of the Board is committed to spending sufficient time to enable them to effectively carry out their duties as a Director of the Company. The Board and the Company act within a statutory framework, principally the Corporations Act, and the Constitution of the Company. Subject to this statutory framework, the Board has the authority and the responsibility to perform the functions, determine the policies and control the affairs of the Company. The Board must ensure that Evolution Mining acts in accordance with good corporate governance and prudent commercial principles which satisfy shareholders, consistent with maximising the Company’s long-term value.

Responsibilities of the Board and Board Processes

Governance Framework

The Board’s functions and the functions delegated to Senior Executives are set out in the Board Charter which is available on the Company’s corporate governance page on the Company’s website and can be accessed here.

In general, the Board is ultimately responsible for, and has the authority to determine all matters relating to the policies, practices, management and operations of the Company. The Board is responsible for establishing the corporate governance standards and management framework. This framework divides the functions of running the Company between the Board, the Executive Chairman and Senior Executives. 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. It is required to do all things that may be necessary to be done in order to carry out the objectives of the Company. The Board delegates authority to Senior Executives to carry out delegated duties in support of the objectives of the Company. It is the role of Senior Executives to manage the Company in accordance with the agreed strategy and delegations of the Board and the responsibility of the Board to oversee the activities of Management in carrying out these delegated duties.

3 Evolution Mining Limited

Corporate Governance Statement

The key functions of the Board include:

� Leadership: Together with the Leadership Team, approving the Company’s statement of values and code conduct which underpins the desired culture within the Company

� Strategy: Adopting a Strategic Plan for the Company

� Leadership selection: Together with the

Nomination and Remuneration Committee, selecting the CEO or Executive Chairman, ensuring adequate succession and ratifying the appointment, removal and remuneration of the Leadership Team

� Delegation of authority: Adopting clearly

defined delegations of authority from the Board to management

� Performance review and remuneration:

Together with the Nomination and Remuneration Committee, developing criteria for, and evaluating the performance of the Executive Chairman and Senior Executives and approving the overall remuneration framework of the Company consistent with its values and strategic objectives

� Financial position: Taking steps designed to protect the Company’s financial position and its ability to meet its debts and other obligations as they fall due

� Governance: Evaluating the Company’s compliance with corporate governance standards, approving the annual Corporate Governance Statement, reviewing and monitoring the effectiveness of the Company’s policies, standards and practices directed to ensuring that the Company complies with applicable laws and regulations and conforms with the highest standards of financial and ethical behaviour

� Financial oversight: Approving an annual budget for the operational and financial performance of the Company and monitoring management and financial performance on a regular basis

� Financial and other reporting: Determining

that the Company has instituted adequate reporting systems and internal controls (both operational and financial) together with appropriate monitoring of compliance activities aimed at ensuring the integrity of financial and other reporting, including that the Company’s financial reports are true and fair and are in conformity with Australian Accounting Standards

� External audit: Together with the Audit Committee, selecting and recommending the appointment of the external auditor to

shareholders at general meetings

� Risk management and sustainability:

Together with the Risk and Sustainability Committee, setting the risk appetite, reviewing and monitoring the material risks of the Company as advised by management, overseeing the integrity and effectiveness of the risk management and control systems and, compliance with the Company’s Sustainability Performance Standards, practices and governance arrangements

� Disclosure: Ensuring that the Company has processes in place for making timely and balanced disclosure of all material information

� Board performance and composition: Together with the Nomination and Remuneration Committee, evaluating effectiveness of the Board performance on an annual basis, determining its size and composition and adopting formal processes for the selection of new directors and recommending them for the consideration of shareholders at the general meetings with adequate information to allow shareholders to make informed decisions

� Performing such other functions as are prescribed by law

As at the date of this report, the Board has established the following committees to assist it in discharging its functions:

Audit Committee
Nomination and Remuneration Committee
Risk and Sustainability Committee

The Board holds regular meetings and is expected to meet periodically throughout the year. Timetables for Board and Committee meetings are agreed annually in advance. Directors’ attendance at meetings this year is set out in the Directors’ Report section of the 2019 Annual Report. Information for Board meetings are prepared and circulated in advance. Senior Executives are regularly involved in Board discussions.

Day to day management of the operations of the Company is delegated by the Board to the Executive Chairman and to Senior Executives subject to the delegation of authority limits approved by the Board. Whilst retaining control of decision making on strategic matters and policy, the Board has delegated to Senior Executives responsibility for:

� Strategy: Executing strategies as approved by the Board

Policies: Ensuring compliance with all policies, standards, procedures and codes

4 Evolution Mining Limited

Corporate Governance Statement

approved by the Board

� Operational performance: Operating the Company’s businesses and operations within the parameters approved by the Board from time to time, keeping the Board informed of all material developments relating to the businesses and operations, including its compliance with material legal and regulatory requirements and any conduct that is materially inconsistent with the values or code of conduct of the Company

� Financial performance: Developing business plans, budgets and strategies for the Board’s consideration and, to the extent approved by the Board, implementing these plans, budgets and strategies

� Risk management: Establishing and maintaining effective risk management frameworks, systems, policies, standards and procedures to effectively manage financial, health, safety, environment, community and other operational risks and where those risks could have a material impact on the Company’s businesses and operations, formulating strategies for mitigating these risks for consideration by the Board

� Reporting: Managing the Company’s current reporting mechanisms to ensure that these are functioning effectively, and ensuring that the Board is provided with timely, accurate and sufficient information regarding the Company’s current and future operating and financial performance and results, and potential material risks

� Continuous disclosure: Ensuring that the Board are fully informed about all material matters pertaining to the Company and that the Company meets its continuous disclosure obligations

� Selection of Senior Executives: Making recommendations for the appointment of Senior Executives, determining terms of appointment, evaluating performance and developing and maintaining succession plans for Senior Executives

The Board receives regular updates from the Executive Chairman on matters of strategic, operational or financial importance occurring outside of the Board meeting cycle.

Board Appointments

It is the function of the Nomination and Remuneration Committee under their Charter to identify and recommend candidates for the Board after considering the necessary and desirable competencies of new Board members, to determine the appropriate mix of

skills and experience and how these candidates can contribute to the strategic direction of the Company. When considering Board appointments, the Company ensures that appropriate checks are undertaken on the candidate’s character, education, qualifications, criminal record and bankruptcy history and that sufficient information is provided to shareholders when a candidate is standing for election or re-election as a Director to enable them to make an informed decision on whether or not to elect or re-elect the candidate. Information regarding the Directors who were reappointed in the 2019 Financial Year at the Annual General Meeting held on 22 November 2018 was provided in the Notice of Meeting dispatched to shareholders on 19 October 2018. All other changes to the composition of the Board are detailed on page 69 of the 2019 Annual Report.

Induction and Independent Advice

All new Directors are appointed through a written agreement with the Company that sets out all their duties, rights and responsibilities. In addition, the Company Secretary is responsible for ensuring that the new Directors are provided with an information pack consisting of a detailed overview of the strategy, vision and values, details of each operation, the Company and organisational structure, the constitution, policies and charters of the Company. New Directors are also provided with the Board schedule. All Directors have the opportunity to visit at least two of the operations each year on a rotational basis as part of obtaining first hand exposure to the operations, their management and personnel. During the year ended 30 June 2019, the Board visited the Cowal and Mungari operations.

Each Director has the right of access to all Company information and to Senior Executives. Further, each Director and the Board collectively, subject to informing and with the approval of the Executive Chairman, has the right to seek independent professional advice from a suitably qualified advisor, at the Company’s expense, to assist them to carry out their responsibilities. Where appropriate, a copy of this advice is to be made available to all other members of the Board.

Company Secretary

The Company Secretary is Evan Elstein, who reports directly to the Board through the Executive Chairman on all matters to do with the proper functioning of the Board. All Directors have access to the Company Secretary, who advises the Board and its committees on corporate governance matters, attends and takes minutes at all Board and Board sub-committee meetings, communicates with the ASX and Australian

5 Evolution Mining Limited

Corporate Governance Statement

Securities and Investments Commission (ASIC) on all on all regulatory matters, monitors adherence to Board policies and procedures, assists with the continuing professional development of Directors on governance and regulatory matters and retains all professional advisors at the Board’s request. Overall, the Company Secretary is instrumental in promoting good governance practice by facilitating the Board and it’s committees to function effectively in accordance with their charters and good practice.

Board Composition, Experience and Skills

The composition of the Board is reviewed by the Board, in conjunction with the Nomination and Remuneration Committee from time to time, in regard to the ongoing requirements of the Company. The objective is that the Board should be of a size and composition that is conducive to effective decision making with the benefit of a variety of perspectives, skills and experience to meet the Board’s responsibilities and objectives. As at 30 June 2019, the Board comprised of seven Directors, including Mr Jacob Klein, who is the Executive Chairman, and Mr Lawrence Conway, who is the Finance Director and five Non-Executive Directors. Mr Sawiris and Mr de Montessus resigned from the Board effective 1 August 2018 as a consequence of La Mancha’s shareholding falling below 10%. Under the Board Charter, the composition of the Board should comprise a majority of Non-Executive Directors who should also be Independent Directors. The current five Non-Executive Directors have a mix of commercial, exploration, project development, mining and financial skills and experience.

Further details about the Directors including skills, experience and term of office are set out in this report and in the 2019 Annual Report on pages 64 to 102. In addition to the Annual Report, the table on page 8 sets out the skills, attributes and experience of the Directors serving on the Board as at 30 June 2019.

Independence

The Company recognises the importance of NonExecutive Directors and the external perspective and advice that Non-Executive Directors can offer, and the importance of ensuring that Directors are free from interests and relationships that could reasonably be perceived to materially interfere with the Director’s ability to exercise independent judgement and act in the Company’s best interests.

The Board, at least annually, reviews the independence of each Non-Executive Director.

This assessment may occur more than once each year if there is a change in circumstances that may impact upon the independence of a NonExecutive Director. Individual Directors must not participate in assessing their own independence and must provide to the Board all information relevant to the assessment.

In assessing independence, the Board considers all circumstances relevant to determining whether the Non-Executive Director is free from any interest and any business or other relationship which could or could reasonably be perceived to materially interfere with that Director’s ability to exercise unfettered and independent judgement on Company issues. Directors are required to take into consideration any potential conflicts of interest when accepting appointments to other boards. The Board has accepted the following definition of an independent director:

An independent director is a director who is not aligned with the interests of management or a substantial holder member and who is free of any business or other relationship that could materially interfere with or could reasonably be perceived to materially interfere with the independent and unfettered exercise of their judgement of issues before the Board.

In addition, in assessing independence the Board will also consider the factors set out in Box 2.3 of the ASX Governance Principles, including whether Directors have during the previous three years, been independent of management and free of any interest, position, association or business or other relationship, or has been director of the Company for such a period that their independence from management and substantial holders may have been compromised.

It is the approach and attitude of each NonExecutive Director which determines their independence, and this must be considered in relation to each Director, while taking into account all other relevant factors as described herein.

Determination of the independence of each Director is made with reference to the factors set out above. As at 30 June 2019, the Board comprises a majority of five Independent directors.

Directors are initially appointed by the full Board subject to election by shareholders at the next general meeting. Under the Company’s constitution the tenure of a Director is subject to reappointment by shareholders not later than the third anniversary following his or her last appointment. There is no maximum age for Directors.

The Board has made the determination that Mr Freestone, Mr McKeith, Mr Askew, Mr Johnstone

6 Evolution Mining Limited

and Ms Hall are all Independent Directors. Mr Klein is the Executive Chairman and Mr Conway is the Finance Director and Chief Financial Officer and are therefore not considered to be independent.

The length of service and an assessment of the independence of each Director is detailed in the table below:

Name of	Position	Length of	Independent
Director		Service (as at 30
		June 2019)
Mr Jacob	Executive	7 years 8	No
Klein	Chairman	months
Mr	Finance	7 years 8	No
Lawrence	Director &	months
Conway	CFO
Mr Graham	Non-	9 years 6	Yes
Freestone	Executive	months
	Director
Mr Colin	Non-	5 years 9	Yes
Johnstone	Executive	months
	Director
Mr Thomas	Lead	5 years 6	Yes
McKeith	Independent	months
	Director
Mr James	Non-	7 years 8	Yes
Askew	Executive	months
	Director
Ms Andrea	Non-	1 year 9	Yes
Hall	Executive	months
	Director

Director (effective from 1 December 2018, replacing Mr Johnstone). In this role, Mr McKeith chairs the discussions of the Non-Executive Directors and represents the Board and the Company in situations where the Executive Chairman may be conflicted. As such, the Board believes Mr Klein is the best person to undertake the Executive Chairman role and does not believe it is necessary at this stage to appoint an Independent Chair of the Board.

(1) As at 30 June 2019 by market capitalisation

Chair of the Board

Mr Klein is the Executive Chairman of the Company. In this role, Mr Klein is required to operate as the Chairman of the Board and also in the capacity of a role equivalent to a Chief Executive Officer. As a result, there is not a clear division of responsibility between these functions and as an Executive Chairman, Mr Klein is not independent of the Company. Notwithstanding the ASX Corporate Governance Council’s recommendation that listed companies should have an Independent Director as Chairman, the Board believes Mr Klein to be the most appropriate person to act as Chairman of the Company at this time for the reasons set out below:

Mr Klein was instrumental in the formation of
Evolution Mining and since his appointment to the Board in 2011, has overseen its rapid growth and success, helping to create Australia’s second largest gold producer[1] and one of the lowest cost gold producers globally
He has extensive skills and experience in
managing and developing mining companies

The dual role of Mr Klein is balanced by the appointment of Mr McKeith as Lead Independent

7 Evolution Mining Limited

Corporate Governance Statement

Board Skills and Experience

Board Skills and Experience
Board Skills and Experience	Out of 7 Directors
EXECUTIVE MANAGEMENT
Experience at Director, CEO, CFO, other ofce holder or similar, in medium to large entities with oversight of core operational and strategic functions andprogrammes	7
LEGAL AND GOVERNANCE
Experience in a large organisation with a strong focus on and adherence to high governance standards Experience in corporate legal afairs and/or dealing with environmental, social, governance or regulatory/governmental matters in an executive capacity	7 7
Listed entity board and/or sub-committee experience 7
Relevant legal tertiarydegree orprofessionalqualifcation	1
MINING, RESOURCES AND COMMODOTIES
Mining or Resource Industry Executive Management Senior executive, advisory or board experience in a large mining, resource or commodityorganisations	7
Geology and Exploration Senior executive responsibility for exploration or board experience in a organisations with exploration as a key part of its business	7
Geologyand Exploration Relevant tertiarydegree orprofessionalqualifcation	2
Health, Safety, Environment and Community Executive or board sub-committee experience in a mining or resource organisation with responsibility for, or oversight of, workplace health, safety, environment and social responsibility programmes and the monitoringand control of associated risks.	7
Capital projects, engineering and processing Senior executive experience with capitalprojects, engineeringorprocessingin miningor resources sector	7
Relevant tertiarydegree orprofessional engineeringor metallurgicalqualifcation	3
HUMAN RESOURCES/ ORGANISATIONAL DEVELOPMENT & CULTURE
Senior executive experience in workplace relations, employee life cycle management, including talent and succession planning and remuneration policy development, or relevant board sub-committee experience 7
FINANCE
Senior executive experience in fnancial accounting and reporting, fnancial risk management and controls, treasury, corporate fnance or mergers and acquisitions experience	7
Board (CFO/FD) or audit sub-committee experience	7
Relevant tertiarydegree orprofessionalqualifcation	4
RISK AND SUSTAINABILITY MANAGEMENT AND COMPLIANCE
Senior executive experience in operational risk management, including identifcation, monitoring, mitigation and compliance	7
Board or risk sub-committee experience	7

8 Evolution Mining Limited

2. BOARD SUB COMMITTEES

Details of the current membership and composition of each of the standing Board Committees is set out below:

	Membership	Composition2	Role	Meetings
Audit Committee	�At least three Non-	�Andrea Hall (Chair)	The role of the Audit Committee is to:	Minimum four per year
	Executive Directors �Majority must be independent	�Graham Freestone �Colin Johnstone	�Assist the Board in carrying out its responsibility to exercise due care, diligence and skill in relation to the Board’s reporting of fnancial information, application of accounting policies, fnancial management, internal control systems, business policies and procedures, compliance with applicable laws and regulations, and
	�Chairperson must be an independent Non- Executive Director		monitoring and controlling of business risks �Provide a formal forum for communication between the Board, auditors and senior management �Ensure the efectiveness of tax risk management and compliance
			�Improve the efectiveness of the external audit function and the communication between the Board and the
			external auditors
			�Ensure the efectiveness of the internal controls
Risk and	�At least three Non-	�Colin Johnstone	The role of the Risk and Sustainability Committee is to:	Minimum two per year
Sustainability Committee	Executive Directors �Majority must be	(Chair) �James Askew	�Advise and support the Board of Directors on all matters pertaining to the Sustainability of the Company and group level risk appetite, risk management, and mitigation of all material risks arising from the Company’s
	independent �Chairperson must be an independent Non-	�Thomas McKeith	activities �Oversee the Company’s risk management systems, sustainability programs and mitigating controls on behalf of the Board and regularly providing a report of its activities to the Board
	Executive Director		�Maintain free and open communication between the Committee and Executive Management, as appropriate
Nomination and	�At least three Non-	�Thomas McKeith	The role of the Nomination and Remuneration Committee is to review and make recommendations to the Board	Minimum three per year
Remuneration	Executive Directors	(Chair)	on the following:
Committee	�Majority must be independent �Chairperson must be an independent Non- Executive Director	�Graham Freestone �James Askew	�Executive and Non-Executive Director and Key Management Personnel remuneration �The implementation of, and amendment of, any Executive incentive plans �The annual performance review of the Executive Chairman �Board composition, competencies and diversity �Succession planning for the Board, Executive Chairman and Key Management Personnel
			�Director induction programs and continuing development
			�The process for evaluating the performance and efectiveness of the Board, the sub-committees of the Board
			and individual directors
			�Board appointments, re-elections and terminations
			�Director independence
			�Any other matters referred to the Committee by the Board
			In carrying out its role, the Nomination and Remuneration Committee is to take cognisance of regulations
			regarding appointments and remuneration, particularly the relevant provisions of Employment Law and the
			Corporations Act.

(2) All current members of the each of the Board Committees are independent NEDs

9 Evolution Mining Limited

Corporate Governance Statement

Nomination and Remuneration Committee

The Board has established a Nomination and Remuneration Committee. In accordance with its Charter, the Nomination and Remuneration Committee is structured such that it consists solely of Non-Executive Directors, is chaired by an independent Non-Executive Director and has at least three Non-Executive Directors as members The Charter was last updated on 14 August 2019 and is reviewed bi-annually. The Charter is available on the Company’s corporate governance page on the Company’s website and can be accessed here.

The Chairman of the Nomination and Remuneration Committee is Mr Thomas McKeith. The other members of the Committee at 30 June 2019 were Mr James Askew and Mr Graham Freestone. The following change to the composition of Committee was made effective 1 August 2018: Mr Graham Freestone was appointed as a member of the Committee, replacing Mr. de Montessus who resigned as a Director of the Company and as a member of the Nomination and Remuneration Committee at that date.

All Committee members are Non-Executive Directors and the Board considers all of the NonExecutive Directors on the Committee to be independent.

Other Board members are invited to attend these meetings and the Vice President - People and Culture regularly attends and presents at the Committee meetings at the discretion of the Committee.

Details of the number of meetings held and the Directors’ attendances during the financial year ending 30 June 2019 are set out below and in the Directors’ Report section of the 2019 Annual Report.

Name of Director Position Independent No. of Meetings Held While a Member No. of Meetings Attended	Name of Director Position Independent No. of Meetings Held While a Member No. of Meetings Attended	Name of Director Position Independent No. of Meetings Held While a Member No. of Meetings Attended	Name of Director Position Independent No. of Meetings Held While a Member No. of Meetings Attended	Name of Director Position Independent No. of Meetings Held While a Member No. of Meetings Attended
Mr Thomas McKeith	Non- Executive Director	Yes	3	3
Mr James Askew	Non- Executive Director	Yes	3	3
Mr Graham Freestone	Non- Executive Director	Yes	3	3

Nomination and Remuneration Committee reports to the Board on the Committee’s discussions, conclusions and recommendations.

Audit Committee

The Board has established an Audit Committee to assist the Board to safeguard the integrity of financial reporting. The responsibilities of the Committee are set out in a formal Charter approved by the Board.

The Charter sets out the purpose, membership, responsibilities, authority and reporting requirements of the Committee. The primary responsibilities of the Committee are detailed in the Charter and include the following areas:

Audit
Reporting
Financial Risk Management
Financial Governance

This Charter was last updated on 12 February 2019 and is reviewed bi-annually. The Charter is available on the Company’s corporate governance page on the Company’s website and can be accessed here.

As at 30 June 2019, Ms Hall was the Chair of the Audit Committee and an independent Non-Executive Director. Mr Freestone and Mr Johnstone, both Non-Executive Directors, were also members of the Committee.

The Board considers all of the Non-Executive Directors on the Committee to be independent and the composition of the Audit Committee satisfies the Board’s requirements in performing the Committee’s function given the size and complexity of the Company at present. The Executive Chairman, the Chief Financial Officer, senior members of the finance team. the external auditor as well as the internal auditor attend Committee meetings at the discretion of the Committee. Other Board members are invited to attend these meetings. Further details of the members of the Audit Committee and their attendance at Committee meetings are set out below and in the Directors’ Report section of the 2019 Annual Report.

The Company Secretary is also the Secretary to the Committee and copies of the minutes of the meeting are distributed to the Board ahead of the next full Board meeting. The Chair of the

10 Evolution Mining Limited

Corporate Governance Statement

Name of Director	Position	Independent	No. of Meetings Held While a Member	No. of Meetings attended
Ms Andrea Hall	Non- Executive Director	Yes	4	4
Mr Graham Freestone	Non- Executive Director	Yes	4	4
Mr Colin Johnstone	Non- Executive Director	Yes	4	4

The Committee meets with the external auditor without senior management on general matters concerning the audit and other matters. The Company Secretary is also the Secretary to the Committee and copies of the minutes of the meeting are distributed to the Board ahead of the next full Board meeting. The Chair of the Audit Committee reports to the Board on the Committee’s discussions, conclusions and recommendations and both external and internal auditors have a direct line of communication at any time to the Chairman of the Committee and the Chairman of the Board.

Risk and Sustainability Committee

The Board has established a Risk and Sustainability Committee to oversee the Company’s risk and sustainability management systems, policies, practices and plans on behalf of the Board and report the results of its activities to the Board. The Risk Management Committee changed its name to the Risk and Sustainability Committee, in part to recognise the Company’s broader focus and stakeholder expectations with respect to the management of sustainability related risks and updated its Charter on 10 October 2018 to reflect this. The Charter is reviewed bi-annually and is available on the Company’s corporate governance page on the Company’s website and can be accessed here.

The responsibilities of the Risk and Sustainability Committee include oversight of the following areas:

Health, Safety and Security

framework. The Risk Management Policy is available on the Company’s corporate governance page on the Company’s website and can be accessed here.

As at 30 June 2019, the Risk and Sustainability Committee comprised of three Non-Executive Directors. The Chairman of the Risk and Sustainability Committee is Mr Johnstone, a NonExecutive Director. The other members of the Committee were Mr Askew and Mr McKeith who are both Non-Executive Directors. The following changes to the composition of the Committee were made effective 1 December 2018:

Mr McKeith was appointed as a member of
the committee
Mr Freestone stepped down as a member of
the committee

The Board considers all of the Non-Executive Directors on the Committee to be independent. The composition of the Risk and Sustainability Committee satisfies the Board’s requirements in performing the Committee’s function given the size and complexity of the Company at present. The Executive Chairman and the Chief Operating Officer attend Committee meetings at the discretion of the Committee, along with the General Manager for Health, Safety, Environment and Risk, who is regularly invited to attend and present at these meetings. Other Board members are invited to attend these meetings. Further details of the members of the Risk and Sustainability Committee and their attendance at Committee meetings are set out below and in the Directors’ Report section of the 2019 Annual Report.

Report.
Name of Director	Position	Independent	No. of Meetings Held While a Member	No. of Meetings Attended
Mr Colin Johnstone	Non- Executive Director	Yes	4	3
Mr James Askew	Non- Executive Director	Yes	4	4
Mr Thomas McKeith	Non- Executive Director	Yes	4	4

Environment and Tailings Dam Governance
Community and Social Performance
Operational Risk Management
Business Risk Management
Legal and Regulatory Compliance

The Company is committed to the identification, monitoring and management of material business risks of its activities via its risk management

The Company Secretary is also the Secretary to the Committee and copies of the minutes of the meeting are distributed to the Board ahead of the next full Board meeting. The Chair of the Risk and Sustainability Committee reports to the Board on the Committee’s discussions, conclusions and recommendations.

11 Evolution Mining Limited

Corporate Governance Statement

3. BOARD AND EXECUTIVE REMUNERATION

Executive Service Agreements & Non-Executive Director Remuneration

The Leadership Team comprises of the Executive Chairman and the five Senior Executives who report directly to the Executive Chairman. Each Senior Executive is employed under an Executive Service Agreement which sets out the employment terms, duties and responsibilities, remuneration details and the circumstances under which employment can be terminated.

The Board (with the assistance of the Nomination and Remuneration and Committee) has established a policy to ensure that it remunerates fairly and responsibly. The remuneration philosophy of the Company is designed to ensure that the level and composition of remuneration is competitive, reasonable and appropriate for the results delivered and to attract and maintain talented and motivated Directors and employees. The Nomination and Remuneration Committee is responsible for the oversight of the Company’s equity plans.

Upon the establishment of the Company in 2011, the Nomination and Remuneration Committee was charged with the responsibility for making recommendations to the Board regarding the principles of remuneration to be applied to the Senior Executives of the Company, having regard to the ASX corporate governance principles and the remuneration practices of Australian mining companies of a comparable size to the Company.

During the 2019 Financial Year, an independent remuneration consultant, Mercer Australia, (Mercer) was engaged to provide relevant benchmark data and analysis and prepare a report to assist the Nomination and Remuneration Committee (The Mercer Report), amongst other items, to determine the appropriate levels for NonExecutive Directors fees and Senior Executive remuneration. As a result of the review, the Board has approved an increase to the long-term incentive proportion of the remuneration structure for all participant levels of the Long Term Incentive (LTI) Program. For the key management personnel (KMP), in conjunction with this change, the Board has agreed with KMP members that their total fixed remuneration (TFR) will remain unchanged for the next three years from their TFR on 1 July 2019, based on current role scope and form of the Company. Overall, the Board believes this aligns to the Company’s philosophy of promoting a high achieving culture where the KMP and the broader workforce are incentivised to deliver sustainable

business outcomes while increasing shareholder value.

Furthermore, the Board approved an increase in the overall fees paid to Non-Executive Directors with effect from 1 July 2019. This is the first change since 2016 when the Non-Executive Director Equity Plan was introduced and the first change to the cash component of the Non-Executive Director fees since 2015 and aligns to the stated philosophy of positioning the Non-Executive Director Total Remuneration at P75 and aligns to the benchmark from the independent review. The aggregate maximum Director’s fee pool limit is currently set at A$950,000 for Non-Executive Directors and a resolution to increase this limit to A$1,200,000 will be put to shareholders at the Annual General Meeting to be held in Sydney on 28 November 2019 to ensure that the Non-Executive Director Fee Pool can accommodate additional Non-Executive Directors being appointed to the Board (if required) and to enable the Company to maintain remuneration arrangements that are market competitive, so it can continue attract and retain high calibre individuals as Non-Executive Directors.

Details of the Non-Executive Director Equity Plan are provided on page 96 of the FY19 Annual Report.

Non-Executive Directors do not receive retirement benefits, other than statutory superannuation entitlements.

Further details on the structure of Executive Director’s, Non-Executive Director’s and KMP remuneration are set out in the Remuneration Report in the Directors’ Report section of the 2019 Annual Report.

Personnel of the Company are not permitted to enter into transactions which limit the economic risk of any unvested entitlements awarded under any equity-based remuneration scheme, or otherwise awarded, or which will be offered by the Company in the future.

4. BOARD AND EXECUTIVE PERFORMANCE

Evaluating Performance

The Board has in place a performance appraisal and remuneration system for the Executive Chairman and Senior Executives designed to enhance performance. Management performance is formally reviewed twice per year.

The criterion for the evaluation of the Executive Chairman and Senior Executives is their performance against agreed key performance indicators. The outcomes of the Senior Executives’

12 Evolution Mining Limited

Corporate Governance Statement

annual performance review are discussed with the Board. The performance of the Executive Chairman is also monitored and assessed by the members of the Nomination and Remuneration Committee, as input to determine future remuneration.

The Board periodically reviews its own performance and that of the individual Directors with the most recent review having been conducted in May 2019 in an externally facilitated workshop. The workshop included:

A self-evaluation component
An individual feedback component
The composition of the Board and the
Committees
The effectiveness of the performance of the
Board, the Committees and individual Directors

The output materials arising from the workshop were subsequently circulated to, and discussed with all Board members.

5. ETHICAL AND RESPONSIBLE DECISION MAKING

Code of Conduct

The Company is committed to its core values of Safety, Excellence, Accountability and Respect. These values are the cornerstones of how the Company operates and the Code of Conduct has been developed to provide clarity on the standards of personal and corporate behaviour for Evolution Mining employees, Directors, and thirdparty service providers, and the responsibility and accountability required of the Company’s employees for reporting and investigating unethical practices. The Code of Conduct is also reflective of the Company’s commitment to recognising its legal obligations, the legitimate expectations of stakeholders and promoting practices necessary to maintain confidence in the Company’s integrity

The Company has continued to build a strong culture with the values guiding behaviours and decisions in the workplace every day.

Safety: Think before we act, every job, every day

Accountability: If it is my responsibility, I own it - good or bad

Respect: We trust each other, act honestly and consider each other’s opinion

The Board has adopted a Board Code of Conduct that deals with:

Obligations under legislation
Personal behaviour
Conflicts of interest
Remuneration, expenses and other benefits
Access to information and records
Trading in Company securities

One of the Board’s key aims is to avoid conflicts of interest (both real and apparent) and to ensure that all Board issues receive proper consideration, unfettered by outside or personal influences. If a conflict does exist, there are various courses of action available, depending upon the significance of the conflict.

A copy of the Board Code of Conduct Policy is available on the Company’s website under the corporate governance page or can be accessed here.

Whistleblower Policy

The company has a Whistleblower Policy that aims to encourage the reporting of matters which may (or may be perceived to) be in contravention of the Company’s values or the ongoing commitment to create and maintain a high achieving and positive working environment, free of unethical, unlawful or undesirable conduct or practices.

The policy details the mechanism by which individuals can raise concerns anonymously and how Evolution will investigate matters independently whilst providing support and protecting anonymity.

A copy of the Whistleblower Policy is available on the Company’s website within the corporate governance page or can be accessed here.

Excellence: We take pride in our work, deliver our best and always strive to improve

13 Evolution Mining Limited

Corporate Governance Statement

Anti-Bribery and Corruption Policy

The Company has an Anti-Bribery and Corruption Policy that applies to all Evolution Directors, Officers and employees. The policy has been created to provide clarity on the Company’s commitment to comply with the laws and regulations of the countries within which Evolution operates and to ensure that all business is conducted ethically and in accordance of the Company’s values.

The policy details the Company’s commitment to:

Ensure that employees are aware of their
obligations to avoid personal, financial or other interest which may conflict with their duties and responsibilities to Evolution
Oppose all forms of bribery and corruption
Support an open and supportive
environment, where matters are raised appropriately
Investigate, address and report on actual (or
perceived) non-compliance of the policy
Periodically review and make changes to this
policy

A copy of the Anti-Bribery and Corruption Policy is available on the Company’s website , under the corporate governance page or can be accessed here.

6. DIVERSITY AND INCLUSION

Evolution Mining is dedicated to growing a rich culture, and diverse workforce, and to providing a work environment in which every employee is treated fairly, respected and has the opportunity to contribute to business success, whilst being given the opportunities to realise their full potential. The Company recognises that this approach will assist to enable the attraction of people with the best skills and attributes to develop a workforce which is reflective of the broader Australian society and the communities in which it operates.

The Company appreciates the positive impact that a diverse and inclusive culture can have on a company’s performance by having exposure to a broad and diverse range of experiences, ideas and perspectives with the potential to create value for shareholders. The Board is committed to having appropriate diversity within the Group.

A copy of the Diversity and Inclusion Policy is available on the Company’s website, under the Corporate Governance page or can be accessed here.

The Company’s Diversity and Inclusion Policy recommends an inclusive workplace culture that

supports diversity and includes the following key objectives:

Attract and retain a skilled and diverse
workforce that best represents the talent available in the communities where our assets are located and our employees reside
Promote and maintain a work environment
that values and utilises the contributions of employees with diverse backgrounds, experience and perspectives through improved awareness of the benefits of workplace diversity, human resources policies, systems and processes and successful management of diversity
Reinforce our organisational values of Safety,
Excellence, Accountability and Respect.
Set measurable objectives for gender
diversity which will be monitored and reviewed against this policy and associated procedures
Ensure that succession and talent
management processes provide the necessary learning and development opportunities to develop a broader and more diverse pool of skilled and experienced employees, that over time, will be considered for advancement to more senior roles, including the Leadership Team and the Board
Ensure appropriate selection criteria based
on diverse skills, experience and perspectives is used when hiring internal and external staff, at all levels, including Board member appointments
Ensure that applicants and employees of all
backgrounds are encouraged to apply for and have fair opportunity to be considered for all available roles
Comply with equal opportunity and anti-
discrimination legislation

The Nomination and Remuneration Committee is responsible for reviewing and reporting on the relative proportion of males and females in the workforce. At the end of the financial year 30 June 2019, the relative proportion of males and females at Board and Senior Management level is detailed below:

	Board	Male 85.7%	Female 14.3%
	Senior management*	88.9%	11.1%
	Group	84.2%	15.8%

* ‘Senior Management’ is defined as Group/Site Managers and above

The Board recognises that mining is a heavily male dominated industry and continually looks at ways to improve the representation of women

14 Evolution Mining Limited

Corporate Governance Statement

across all levels in its workforce. In support of this objective, the Company has increased the number of flexible working arrangements available to its employees. This includes adjusted start and finish times, compressed working weeks and altered rosters, with this being equally applicable to Senior Management, with two Group Managers (currently job sharing and working part time hours). The Company’s pilot program at the Mungari Operation for men and women who have been out of the workforce for more than two years has successfully seen nine placements in a diverse range of roles from IT to mining operations. The Company has focused on attracting more female applicants through targeted advertising and increasing female participation in pipeline programs which focuses on tertiary students engaged in our vacation program or graduates employed and developed as part of our graduate program. 50% of the Company’s current graduates (2019 intake) are female, exceeding the 30% target, and 39% of students in the summer vacation program (2018/19) were female. The Company has set a pipeline target at a minimum of 50% to continue this momentum.

In support of this objective, and in recognition of the Company’s commitment to inclusiveness and to supporting women in the workplace, in September 2019, the Company entered into a partnership with Work180, an organisation that provides female job applicants with a transparent directory of endorsed employers who support diversity, inclusion and equality. Evolution is proud to be one of these employers.

When considering new appointments at a Board level, the gender mix of the candidates to be considered is targeted at 40% female. Where candidates have equal skills and experience, preference will be given to the female candidate with the overriding principle that the best candidate for the role will be selected. Within the next 3 years, the Board believes that a target of 30% of its directors be female is achievable.

The Company builds strong relationships with its Aboriginal and Torres Strait Islander communities (ATSI) and have targeted training and employment programs in place to encourage greater ATSI participation in the Company’s workforce. This diversity is reflected in 4.8% of the Company’s direct employees identifying as Aboriginal or Torres Strait Islander, which is an increase of 0.8% from last reporting period.

7. SHAREHOLDER ENGAGEMENT AND MARKET COMMUNICATIONS

Continuous Disclosure

The Board has designated the Executive Chairman, Chief Financial Officer, Company Secretary and the General Manager Investor Relations as the individuals responsible for overseeing and coordinating disclosure of information to the ASX and the Company Secretary for communicating with the ASX.

The Audit Committee reviews and makes recommendations to the Board regarding approval of all financial reports. Where a periodic corporate report is not required to be audited or reviewed by an external auditor, the Company conducts a comprehensive internal verification process to verify the integrity and accuracy of all commentary and quantitative data and to ensure that it provides investors with appropriate information to make informed investment decisions.

The Board has established a written policy for ensuring compliance with ASX listing rule disclosure requirements and accountability at Senior Executive level for that compliance. A copy of the Continuous Disclosure Policy is available on the Company’s corporate governance page on the Company’s website and can be accessed here.

In accordance with this policy, Senior Executives that become aware of potentially price sensitive information must immediately report this to the individuals noted above.

The policy is periodically reviewed by the Board to ensure that it is effective and remains consistent and current with relevant laws and ASX requirements. and was last reviewed and updated in September 2019.

The Board provides shareholders with timely, factual and clear information by applying this policy. The policy includes identifying matters that may have a material effect on the price of the Company’s securities, notifying them to the ASX, posting them on the Company’s website and issuing media releases to enable investors to assess the impact of the information when making investment decisions.

The Board respects the rights of its shareholders by promoting effective communication with shareholders and encourages shareholder participation at General Meetings. To facilitate this, the Company has established a Shareholder Communication Policy which is available on the Company’s Corporate Governance page on the Company’s website or can be accessed here.

15 Evolution Mining Limited

Corporate Governance Statement

The policy was last reviewed and updated in September 2019.

The Board encourages full participation of shareholders at General Meetings, to ensure a high level of accountability and identification with the Company’s strategy and goals. Important issues are presented to the shareholders as single resolutions. The Company also invites its external auditor to attend the Annual General Meeting and to be available to answer shareholder’s questions about the conduct of the audit and the preparation and content of the auditor’s report.

The Company conducts conference calls following the release of its Quarterly, Half Year and Full Year results. Conference calls may also be conducted following the release of material, price sensitive information, such as a major acquisition or discovery. The details of the conference call are lodged with the ASX and published on its website. The conference calls are hosted by the Executive Chairman and members of the Senior Executive team and are open for analysts and the media to attend via telephone. Sufficient time is allowed for questions and answers. Shareholders are able to listen to a live audio stream of the conference call which is subsequently uploaded to the Company’s website at the conclusion of each conference call and can be accessed at any time. The contact details of the Investor Relations General Manager are also provided in each announcement which gives shareholders an additional opportunity to communicate directly with the Company.

From time to time, briefings are arranged to give analysts and others who advise shareholders an understanding of the Company’s activities. In conducting briefings, the Company takes care to ensure that any price sensitive information is made available to all shareholders (institutional and private) and released to the market at the same time.

These announcements are lodged with the ASX and posted on the Company’s website.

Shareholders have the option of electing to receive communications from the Company and its share registry electronically.

The Company has a comprehensive website (www.evolutionmining.com.au) which provides detailed information about the Company for investors and other stakeholders, including:

An overview of the Company’s history,
strategy, vision and values
Biographical profiles of the Board of Directors
and the Group Leadership Team
An overview of each asset in the Company’s
portfolio
An Investor Centre which includes ASX
announcements, presentations and periodic reports
A Corporate Governance section which
contains the Company’s constitution and the core charters, policies, codes and standards as well as other governance and public reports
Details of dividends paid and declared
Details of upcoming events including the date,
time and venue for the AGM once known
The current price of the Company’s securities
Contact information for each office, site and
key functions and personnel

8. AUDIT

Internal Audit

The Company has an internal audit function that assists the Board by undertaking an objective evaluation of the Company’s internal control framework. The internal audit role is currently filled by the Group Manager - Tax and Internal Audit who reports through to the Chief Financial Officer. The Group Manager – Tax and Internal Audit attends the Audit Committee Meetings to present internal audit activities, findings and recommendations. The Company has engaged Protiviti, a global consulting firm that helps companies in governance, risk and internal audit matters, to assess the framework and the related internal controls, express an opinion as to their adequacy and identify any weaknesses inherent therein, and to make recommendations as regards ongoing testing and review. Protiviti also regularly attend the Audit Committee meetings to provide an update to the Committee on their activities. Protiviti communicate regularly with the Company’s external auditor, independent of Management.

The Audit Committee is responsible for overseeing the internal audit function and its key roles in this regard are:

Reviewing the performance of the internal
auditor and the approval of the annual internal audit plan
Reviewing significant internal audit findings
and action taken by Management to address these
Facilitating a direct line of communication
from the internal auditor which is independent of Management

When requested by the Board, the Audit Committee also reviews the processes and internal controls that Management have put in place to

16 Evolution Mining Limited

Corporate Governance Statement

ensure compliance with laws, regulations and internal codes of conduct.

External Audit

The Company’s external auditor is PricewaterhouseCoopers (PwC). All Audit Committee and Board papers are available to the external auditor and they are invited to attend all Audit Committee meetings and are available to Audit Committee members at any time. The external auditor also attends the Annual General Meeting to answer any questions from shareholders relevant to the audit and the preparation and content of the auditors’ report. In the 2019 financial year, PwC attended all four Audit Committee meetings.

Attestations by Executive Chairman and Chief Financial Officer

In accordance with recommendation 4.2 of the ASX Corporate Governance Principles and Recommendations, the Executive Chairman and Chief Financial Officer are required to state in writing to the Board 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 of the entity in accordance with Section 295A of the Corporations Act
That an opinion has been formed on the basis
of a sound system of risk management and internal control which is operating effectively

9. RISK AND SUSTAINABILITY

Risk Management

The Company publishes a comprehensive Sustainability Report on an annual basis. The objective of the Company’s sustainability efforts is to deliver long-term stakeholder value through safe, low-cost gold production in an environmentally and socially responsible manner. To support and guide the Company’s efforts to enhance its sustainability performance, the following set of principles have been developed:

Be an employer of choice attracting the most
talented people and foster a safe, diverse and inclusive workplace
Demonstrate robust risk management and
safety leadership
Contribute positively to local, regional and
national sustainability efforts by achieving an outstanding level of environmental stewardship
Actively manage climate related risks and
opportunities including improving energy efficiency and the responsible management of water
Protect and enhance our reputation as a
trusted partner and provide community benefits that endure beyond the life of our mines
Advance the outcomes for indigenous peoples
and protect their Cultural Heritage
Respect the human rights of all our
stakeholders.
Be transparent at all levels of Corporate
Governance, comply with applicable laws and regulations and operate at the highest standards of financial and ethical behaviour
Relentlessly strive for operational excellence
through an innovative culture and inspired people delivering to plan

The Company has a Risk Management Framework, a Risk Management Policy, a Sustainability Policy and Sustainability Performance Standards which together provide the governance and integrated approach for the effective management of risks and sustainability performance. The Sustainability Performance Standards prescribe the minimum level of social and environmental performance that must be achieved by all Evolution assets, the minimum requirements for managing sustainability threat-based risks associated with operational and exploration activities and for identifying opportunities that have the potential to drive value creation for the Company and the communities in which it operates.

The Leadership Team, the Risk and Sustainability Committee and the Board regularly review the risk portfolio of the business and the effectiveness of the Company’s management of risks. The Sustainability Policy and Performance Standards were last reviewed and updated in July 2019 and the Risk Management Framework was reviewed and updated in October 2019.

The General Manager for Health, Safety, Environment and Risk has overall responsibility for the management, identification, monitoring, reporting and mitigation of environmental, health and safety risks. The management and reporting of risks are communicated by management to the Executive Chairman and is included in the Board pack material at regular Board and Risk and Sustainability Committee meetings.

The Board has ultimate responsibility for the oversight and management thereof and satisfies itself annually, or more frequently as required,

17 Evolution Mining Limited

Corporate Governance Statement

that the Risk Management Framework is effective and that a sound system of internal controls to manage the Company’s material business risks has been implemented. The Board delegates the detailed work of this task to the Risk and Sustainability Committee, who oversee the adequacy and content of risk reporting from Management. Based on reports compiled throughout the year, Management prepares an annual summary report to indicate the effectiveness of the Company’s management of its material business risks. This report is prepared for the Risk and Sustainability Committee but will ultimately be provided to the Board for its review.

The Company manages the risks listed above, and other day-to-day risks through an established management framework which conforms to Australian and international standards and guidelines. The Company’s risk reporting and control mechanisms are designed to ensure strategic, operational, legal, reputational and other risks are identified, assessed and appropriately managed. These are reviewed by the Risk and Sustainability Committee throughout the year. The financial reporting and control mechanisms are reviewed during the year by Management, the Audit Committee and the internal and external auditors.

Social Performance

The Company has an established Community Relations function, operating both at a group level and at each of its operations. The Company has developed a community engagement framework, including a set of principles, policies and standards designed to provide a structured and consistent approach to community activities across the Company. In FY19 the Company developed a set of Social Responsibility Performance Standards, which include the minimum requirements for engaging with its stakeholders.

The Company recognises that a failure to appropriately manage or meet local community stakeholder expectations may lead to dissatisfaction which has the potential to disrupt or prevent production and exploration activities. As such, the Sustainability Policy and Social Responsibility Standards are designed to support the Company’s objectives of working with its community stakeholders to achieve their future aspirations and ensuring that, as a member of these communities, the Company strives to make a positive difference and to earn the trust of its community stakeholders. Ultimately, the Company seeks an outcome where its communities are better off overall for the Company having been there. The following set of community principles guides the Company’s approach to all stakeholder engagements:

Everyone plays a role in building positive
community relations
We consider our community impact with each
decision that we make
We want every interaction with our community
stakeholders to be positive and aligned with our values
We listen and communicate regularly with our
stakeholders about the things that matter to them, in an honest, timely and transparent way
We work closely with our stakeholders, we
share ideas and we look for opportunities to collaborate
We value our stakeholders, respect their
beliefs, backgrounds and aspirations and we strive to achieve outcomes of mutual benefit
We strive to always leave a positive legacy
so our communities are better off overall for Evolution having been there

The Company’s Community Relations policies, procedures and standards cover various areas including Human Rights, Land Access, Stakeholder Engagement, Cultural Heritage and Traditional Custodians. Through the Social Responsibility Standards, the Company ensures that every person covered by the standards recognises, understands and accepts their responsibility to:

Ensure social permissions and legislative
permits are gained with appropriate legally acquired land titles prior to exploration or mining activities commencing
Build trusting relationships by regularly
listening to and engaging clearly, honestly and transparently with our stakeholders and, through consultation, mitigate potential and actual social impacts
Build cross-cultural competency and work
collaboratively with Traditional Custodian groups in the spirit of reciprocity, transparency and mutual future interest
Respect and protect local culture and heritage
within the Company’s influence and wherever possible, design and locate activities to avoid disturbance of cultural heritage
Respect human rights, and identify and
mitigate all actual and potential human rights threats or impacts across our assets or with our business partners and other relevant stakeholders

The Company is committed to identifying opportunities to form partnerships to deliver sustainable community development projects that create shared value, both for the Company and for its community stakeholders. This is a key initiative aimed at providing long-term, sustainable

18 Evolution Mining Limited

Corporate Governance Statement

outcomes for the community that last beyond the life of the mine through local economic development, education and training outcomes, environmental outcomes or sustainable health outcomes.

Examples of the Company’s Sustainability Projects are included on pages 33 to 35 of the 2019 Annual Report.

Health, Safety and Environment

The Company has an established Health, Safety and Environment (HSE) function, and has developed an HSE management system and framework which outlines the Company’s approach to managing these risks. The management system includes the requirement for the operations to implement the Sustainability Policy and the Sustainability Performance Standards. These include the requirement to implement Critical Control plans, risk registers, standard operating procedures and a risk management process. It is an expectation that all incidents and hazards are reported and investigated to reduce the risk of occurrence in a future event. These systems are overseen by the established internal audit and monitoring programs in place.

and Sustainability Committee.

Examples of the Company’s management of material, economic, environmental and social responsibility risks and the systems it has in place to manage these risks is included in the Sustainability Report on pages 6 to 40 of the 2019 Annual Report.

While the Company has implemented an extensive Sustainability Policy and Standard framework to ensure the health and safety of its employees, contractors and members of the community affected by its operations as described herein and in the Annual Report, there is no guarantee that such measures will eliminate the occurrence of incidents which may impact the community or result in personal injuries, damage to property or interruption to its production or exploration activities, and in certain instances such occurrences could give rise to regulatory fines and/or civil liability, despite the Company’s best efforts to avoid such occurrences.

In relation to the management of environmental risk, a key component of the Company’s Sustainability Performance Standard is the management of the core risk areas including waste rock management, tailings management, chemical management, water management and energy efficiency. The Company employs the services of environmental specialists to assist in the management of environmental aspects and impacts across the Company’s operations.

All of the operations are subject to functional risk control audits every year, these focus on compliance with Health and Safety requirements, environmental protection and risk management. The findings of these audits are communicated to the Leadership Team and the Risk and Sustainability Committee and action items are tracked within the Company’s HSE data management system. Matters relating to HSE are recorded in a database and communicated widely across the organisation on a monthly, quarterly and annual basis and the Company’s HSE performance is monitored and reviewed by the Risk and Sustainability Committee at each meeting.

The mining operations across the Company are required to maintain and monitor a site risk register which outlines all key operational risks, including HSE risks and the appropriate control measures in place to mitigate those risks. The site risk register rolls up to the Company risk register which is reviewed at regular intervals by the Risk

19 Evolution Mining Limited

AI assistant

EVOLUTION MINING LIMITED — Regulatory Filings 2019

64885_rns_2019-10-24_2de5e9f4-8d95-49bf-bd17-ca2825e4bd4f.pdf

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Statement

Contents

1. BOARD OF DIRECTORS AND MANAGEMENT

Role of the Board

Responsibilities of the Board and Board Processes

Governance Framework

Corporate Governance Statement

The key functions of the Board include:

� Leadership selection: Together with the

� Delegation of authority: Adopting clearly

� Performance review and remuneration:

� Financial and other reporting: Determining

shareholders at general meetings

� Risk management and sustainability:

� Strategy: Executing strategies as approved by the Board

Corporate Governance Statement

Board Appointments

Induction and Independent Advice

Company Secretary

Corporate Governance Statement

Board Composition, Experience and Skills

Independence

Chair of the Board

Corporate Governance Statement

Board Skills and Experience

2. BOARD SUB COMMITTEES

Nomination and Remuneration Committee

Audit Committee

Risk and Sustainability Committee

Corporate Governance Statement

3. BOARD AND EXECUTIVE REMUNERATION

Executive Service Agreements & Non-Executive Director Remuneration

4. BOARD AND EXECUTIVE PERFORMANCE

Evaluating Performance

Corporate Governance Statement

5. ETHICAL AND RESPONSIBLE DECISION MAKING

Code of Conduct

Whistleblower Policy

Anti-Bribery and Corruption Policy

6. DIVERSITY AND INCLUSION

7. SHAREHOLDER ENGAGEMENT AND MARKET COMMUNICATIONS

Continuous Disclosure

Corporate Governance Statement

8. AUDIT

Internal Audit

Corporate Governance Statement

External Audit

Attestations by Executive Chairman and Chief Financial Officer

9. RISK AND SUSTAINABILITY

Risk Management

Corporate Governance Statement

Social Performance

Corporate Governance Statement

Health, Safety and Environment

and Sustainability Committee.

More from EVOLUTION MINING LIMITED

EVOLUTION MINING LIMITED Regulatory Filings 2019