FIREBIRD METALS LIMITED — Governance Information 2021

Sep 28, 2021

FIREBIRD METALS LIMITED ACN 610 035 535 (Company)

CORPORATE GOVERNANCE STATEMENT

This Corporate Governance Statement is current as at 29 September 2021 and has been approved by the Board of the Company on that date.

This Corporate Governance Statement discloses the extent to which the Company will, as at the date it is admitted to the official list of the ASX, follow the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations – 4[th ] Edition ( Recommendations ). The Recommendations are not mandatory, however the Recommendations that will not be followed have been identified and reasons provided for not following them along with what (if any) alternative governance practices the Company intends to adopt in lieu of the recommendation.

The Company has adopted a Corporate Governance Plan which provides the written terms of reference for the Company’s corporate governance duties.

Due to the current size and nature of the existing Board and the magnitude of the Company’s operations, the Board does not consider that the Company will gain any benefit from individual Board committees and that its resources would be better utilised in other areas as the Board is of the strong view that at this stage the experience and skill set of the current Board is sufficient to perform these roles. Under the Company’s Board Charter, the duties that would ordinarily be assigned to individual committees are currently carried out by the full Board under the written terms of reference for those committees.

The Company’s Corporate Governance Plan is available on the Company’s website at www.firebirdmetals.com.au.

RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1		The Company has adopted a Board Charter that sets out the
(a) A listed entity should have and disclose a board	YES	specific roles and responsibilities of the Board, the Chair and
charter which sets out the respective roles and		management and includes a description of those matters
responsibilities of the Board, the Chair and		expressly reserved to the Board and those delegated to
management, and includes a description of those		management.
matters expressly reserved to the Board and those
delegated to management.

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RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
		The Board Charter sets out the specific responsibilities of the Board,
		requirements as to the Board’s composition, the roles and
		responsibilities of the Chairman and Company Secretary, the
		establishment, operation and management of Board
		Committees, Directors’ access to Company records and
		information, details of the Board’s relationship with management,
		details of the Board’s performance review and details of the
		Board’s disclosure policy.
		A copy of the Company’s Board Charter, which is part of the
		Company’s Corporate Governance Plan, is available on the
		Company’s website.
Recommendation 1.2		(a) The Company has guidelines for the appointment and
A listed entity should:	YES	selection of the Board and senior executives in its
(a) undertake appropriate checks before appointing		Corporate Governance Plan. The Company’s
		Nomination Committee Charter (in the Company’s
a director or senior executive or putting someone
		Corporate Governance Plan) requires the Nomination
forward for election as a Director; and
		Committee (or, in its absence, the Board) to ensure
(a) provide security holders with all material
		appropriate checks (including checks in respect of
information in its possession relevant to a decision		character, experience, education, criminal record and
on whether or not to elect or re-elect a Director.		bankruptcy history (as appropriate)) are undertaken
		before appointing a person, or putting forward to security
		holders a candidate for election, as a Director. In the
		event of an unsatisfactory check, a Director is required to
		submit their resignation.
		(b) Under the Nomination Committee Charter, all material
		information relevant to a decision on whether or not to
		elect or re-elect a Director must be provided to security
		holders in the Notice of Meeting containing the resolution
		to elect or re-elect a Director.
Recommendation 1.3		The Company’s Nomination Committee Charter requires the
A listed entity should have a written agreement with each	YES	Nomination Committee (or, in its absence, the Board) to ensure
Director and senior executive setting out the terms of their		that each Director and senior executive is personally a party to a
appointment.		written agreement with the Company which sets out the terms of
		that Director’s or senior executive’s appointment.

RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
		The Company has written agreements with each of its Directors
		and senior executives.
Recommendation 1.4		The Board Charter outlines the roles, responsibility and
The Company Secretary of a listed entity should be	YES	accountability of the Company Secretary. In accordance with
accountable directly to the Board, through the Chair, on all		this, the Company Secretary is accountable directly to the Board,
matters to do with the proper functioning of the Board.		through the Chair, on all matters to do with the proper functioning
		of the Board.
Recommendation 1.5		(a) The Company has adopted a Diversity Policy which
A listed entityshould:	PARTIALLY	provides a framework for the Company to establish,
		achieve and measure diversity objectives, including in
(a) have and disclose a diversity policy;
		respect of gender diversity. The Diversity Policy is
(b) through its board or a committee of the board set
		available, as part of the Corporate Governance Plan, on
measurable objectives for achieving gender		the Company’s website.
diversity in the composition of its board, senior		(b) The Diversity Policy allows the Board to set measurable
executives and workforce generally; and
		gender diversity objectives ,if considered appropriate,
(c) disclose in relation to each reporting period:
		and to continually monitor both the objectives if any have
(i) the measurable objectives set for that		been set and the Company’s progress in achieving them.
period to achieve gender diversity;		(c) The Board does not presently intend to set measurable
(ii) the entity’s progress towards achieving		gender diversity objectives because:
those objectives; and		(i) the Board does not anticipate there will be a
(iii) either:		need to appoint any new Directors or senior
(A) the respective proportions of men		executives due to the limited nature of the
and women on the Board, in		Company’s existing and proposed activities and
senior executive positions and		the Board’s view that the existing Directors and
across the whole workforce		senior executives have sufficient skill and
(including how the entity has		experience to carry out the Company’s plans;
defined “senior executive” for
these purposes); or

RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
(B) if the entity is a “relevant		(ii) if it becomes necessary to appoint any new
employer” under the Workplace		Directors or senior executives, the Board will
Gender Equality Act, the entity’s		consider the application of the measurable
most recent “Gender Equality		diversity objectives and determined whether,
Indicators”, as defined in the		given the small size of the Company and the
Workplace Gender Equality Act. If		Board, requIring specified objectectives to be
the entity was in the S&P / ASX 300		met will unduly limit the Company from applying
Index at the commencement of		the Diversity Policy as a whole and the
the reporting period, the		Company’s policy of appointing the best person
measurable objective for		for the job; and
achieving gender diversity in the		(iii) the respective proportions of men and women
composition of its board should		on the Board, in senior executive positions and
be to have not less than 30% of its		across the whole organisation (including how the
directors of each gender within a		entity has defined “senior executive” for these
specified period.		purposes) for each financial year will be
		disclosed in the Company’s Annual Report.
Recommendation 1.6		(a) The Company’s Nomination Committee (or, in its
A listed entity should:	YES	absence, the Board) is responsible for evaluating the
(a) have and disclose a process for periodically		performance of the Board, its committees and individual
		Directors on an annual basis. It may do so with the aid of
evaluating the performance of the Board, its
		an independent advisor. The process for this is set out in
committees and individual Directors; and
		the Company’s Corporate Governance Plan, which is
(b) disclose for each reporting period whether a
		available on the Company’s website.
performance evaluation has been undertaken in		(b) The Company’s Corporate Governance Plan requires the
accordance with that process during or in respect
		Company to disclose whether or not performance
of that period.
		evaluations were conducted during the relevant
		reporting period. The Company intends to complete
		performance evaluations in respect of the Board, its
		committees (if any) and individual Directors for each
		financial year in accordance with the above process.

RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
Recommendation 1.7		(a) The Company’s Nomination Committee (or, in its
A listed entity should:	YES	absence, the Board) is responsible for evaluating the
(a) have and disclose a process for evaluating the		performance of the Company’s senior executives on an
		annual basis. The Company’s Remuneration Committee
performance of its senior executives at least once
		(or, in its absence, the Board) is responsible for evaluating
every reporting period; and
		the remuneration of the Company’s senior executives on
(b) disclose for each reporting period whether a
		an annual basis. A senior executive, for these purposes,
performance evaluation has been undertaken in		means key management personnel (as defined in the
accordance with that process during or in respect		Corporations Act) other than a non-executive Director.
of that period.		The applicable processes for these evaluations can be
		found in the Company’s Corporate Governance Plan,
		which is available on the Company’s website.
		(b) The Company’s Corporate Governance Plan requires the
		Company to disclose whether or not performance
		evaluations were conducted during the relevant
		reporting period. The Company intends to complete
		performance evaluations in respect of the senior
		executives (if any) for each financial year in accordance
		with the applicable processes.
Principle 2: Structure the Board to be effective and add value
Recommendation 2.1		(a) The Company does not have a Nomination Committee..
The Board of a listed entity should:	PARTIALLY	The Company’s Nomination Committee Charter provides
(a) have a nomination committee which:		for the creation of a Nomination Committee (if it is
		considered it will benefit the Company), with at least
(i) has at least three members, a majority of
		three members, a majority of whom are independent
whom are independent Directors; and		Directors, and which must be chaired by an independent
(ii) is chaired by an independent Director,		Director
and disclose:
(iii) the charter of the committee;
(iv) the members of the committee; and

RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
(v) as at the end of each reporting period, the		(b) The Company does not have a Nomination Committee
number of times the committee met		as the Board considers that the Company will not
throughout the period and the individual		currently benefit from its establishment. In accordance
attendances of the members at those		with the Company’s Board Charter, the Board carries out
meetings; or		the duties that would ordinarily be carried out by the
(b) if it does not have a nomination committee,		Nomination Committee under the Nomination
disclose that fact and the processes it employs to		Committee Charter, including the following processes to
address Board succession issues and to ensure that		address succession issues and to ensure the Board has the
the Board has the appropriate balance of skills,		appropriate balance of skills, experience, independence
knowledge, experience, independence and		and knowledge of the entity to enable it to discharge its
diversity to enable it to discharge its duties and		duties and responsibilities effectively:
responsibilities effectively.		(i) devoting time at least annually to discuss Board
		succession issues and updating the Company’s
		Board skills matrix; and
		(ii) all Board members being involved in the
		Company’s nomination process, to the
		maximum extent permitted under the
		Corporations Act and ASX Listing Rules.
Recommendation 2.2		Under the Nomination Committee Charter (in the Company’s
A listed entity should have and disclose a Board skills matrix	YES	Corporate Governance Plan), the Nomination Committee (or, in
setting out the mix of skills that the Board currently has or is		its absence, the Board) is required to prepare a Board skills matrix
looking to achieve in its membership.		setting out the mix of skills that the Board currently has (or is looking
		to achieve) and to review this at least annually against the
		Company’s Board skills matrix to ensure the appropriate mix of skills
		to discharge its obligations effectively and to add value and to
		ensure the Board has the ability to deal with new and emerging
		business and governance issues.
		The Company has a Board skill matrix setting out the mix of skills
		and diversity that the Board currently has or is looking to achieve
		in its membership. A copy will be made available on the
		Company’s website.
		The Board Charter requires the disclosure of each Board member’s
		qualifications and expertise. Full details as to each Director and
		senior executive’s relevant skills and experience will be made
		available on the Company’s website.

RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
Recommendation 2.3		(a) The Board Charter requires the disclosure of the names of
A listed entity should disclose:	YES	Directors considered by the Board to be independent.
(a) the names of the Directors considered by the		The Board considers the following Directors are
		independent: Ashley Pattison and Evam Cranston.
Board to be independent Directors;
		(b) The Company will disclose in its Annual Report and the
(b) if a Director has an interest, position or relationship
		Company’s website any instances where this applies and
of the type described in Box 2.3 of the ASX
		an explanation of the Board's opinon why the relevant
Corporate Governance Principles and
		Director is still considered to be independent.
Recommendations (4th Edition), but the Board is of
		(c) The Company’s Annual Report will disclose the length of
the opinion that it does not compromise the
independence of the Director, the nature of the		service of each Director, as at the end of each financial
interest, position or relationship in question and an		year.
explanation of why the Board is of that opinion;
and
(c) the length of service of each Director
Recommendation 2.4		The Company’s Board Charter requires that, where practical, the
A majority of the Board of a listed entity should be	NO	majority of the Board should be independent.
independent Directors.		The Board currently comprises a total of four directors, of whom
		two are considered to be independent. As such, independent
		directors currently do not comprise the majority of the Board.
		The Board does not currently consider an independent majority of
		the Board to be appropriate given:
		(a) the speculative nature of the Company’s business, and its
		limited scale of activities, means the Company only
		needs, and can only commercially sustain, a small Board
		of four Directors and no senior executives (other than the
		executive Directors);
		(b) the Company considers at least two Directors need to be
		executive Directors for the Company to be effectively
		managed;
		(c) the Company considers it necessary, given its speculative
		and small scale activities, to attract and retain suitable
		Directors by offering Directors an interest in the Company;
		and

RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
		(d) the Company considers it appropriate to provide
		remuneration to its Directors in the form of securities in
		order to conserve its limited cash reserves.
		Despite not having an independent majority of Directors, the
		Company has one Non-Executive Director and one Non-
		Executive Chairperson, the former of which has the casting vote
		at Board meetings.
Recommendation 2.5		The Board Charter provides that, where practical, the Chair of the
The Chair of the Board of a listed entity should be an	YES	Board should be an independent Director and should not be the
independent Director and, in particular, should not be the		CEO/Managing Director.
same person as the CEO of the entity.		The Chair of the Company is an independent Director and is not
		the CEO/Managing Director.
Recommendation 2.6		In accordance with the Company’s Board Charter, the
A listed entity should have a program for inducting new	YES	Nominations Committee (or, in its absence, the Board) is
Directors and for periodically reviewing whether there is a		responsible for the approval and review of induction and
need for existing directors to undertake professional		continuing professional development programs and procedures
development to maintain the skills and knowledge needed		for Directors to ensure that they can effectively discharge their
to perform their role as Directors effectively.		responsibilities. The Company Secretary is responsible for
		facilitating inductions and professional development including
		receiving briefings on material developments in laws, regulations
		and accounting standards relevant to the Company.
Principle 3: Instil a culture of acting lawfully, ethically and responsibly
Recommendation 3.1		(a) The Company are committed to conducting all of its
A listed entity should articulate and disclose its values.	YES	business activities fairly, honestly with a high level of
		integrity, and in compliance with all applicable laws, rules
		and regulations. The Board, management and
		employees are dedicated to high ethical standards and
		recognise and support the Company’s commitment to
		compliance with these standards.

RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
		(b) The Company’s values are set out in its Code of Conduct
		(which forms part of the Corporate Governance Plan)
		and are available on the Company’s website. All
		employees are given appropriate training on the
		Company’s values and senior executives will continually
		reference such values.
Recommendation 3.2	YES	(a) The Company’s Corporate Code of Conduct applies to
A listed entity should:		the Company’s Directors, senior executives and
(a) have and disclose a code of conduct for its		employees.
		(b) The Company’s Corporate Code of Conduct (which
Directors, senior executives and employees; and
(b) ensure that the Board or a committee of the Board		forms part of the Company’s Corporate Governance
		Plan) is available on the Company’s website. Any
is informed of any material breaches of that code.
		material breaches of the Code of Conduct are reported
		to the Board or a committee of the Board.
Recommendation 3.3	YES	The Company’s Whistleblower Protection Policy (which forms part
A listed entity should:		of the Corporate Governance Plan) is available on the
(a) have and disclose a whistleblower policy; and		Company’s website. Any material breaches of the Whistleblower
		Protection Policy are to be reported to the Board or a committee
(a) ensure that the Board or a committee of the Board
		of the Board.
is informed of any material incidents reported
under that policy.
Recommendation 3.4	YES	The Company’s Anti-Bribery and Anti-Corruption Policy (which
A listed entity should:		forms part of the Corporate Governance Plan) is available on the
(a) have and disclose an anti-bribery and corruption		Company’s website. Any material breaches of the Anti-Bribery
		and Anti-Corruption Policy are to be reported to the Board or a
policy; and
		committee of the Board.
(b) ensure that the Board or committee of the Board is
informed of any material breaches of that policy.

RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
Principle 4: Safeguard the integrity of corporate reports
Recommendation 4.1	PARTIALLY	(a) The Company does not have an Audit and Risk
The Board of a listed entity should:		Committee. The Company’s Corporate Governance Plan
(a) have an audit committee which:		contains an Audit and Risk Committee Charter that
		provides for the creation of an Audit and Risk Committee
(i) has at least three members, all of whom
		with at least three members, all of whom must be non-
are non-executive Directors and a majority		executive Directors, and majority of the Committee must
of whom are independent Directors; and
		be independent Directors. The Committee must be
(ii) is chaired by an independent Director,		chaired by an independent Director who is not the Chair.
who is not the Chair of the Board,		The Company does not have an Audit and Risk
and disclose:		Committee as the Board considers the Company will not
(iii) the charter of the committee;		currently benefit from its establishment,. In accordance
(iv) the relevant qualifications and experience		with the Company’s Board Charter, the Board carries out
		the duties that would ordinarily be carried out by the
of the members of the committee; and
		Audit and Risk Committee under the Audit and Risk
(v) in relation to each reporting period, the
		Committee Charter including the following processes to
number of times the committee met
		independently verify the integrity of the Company’s
throughout the period and the individual
		periodic reports which are not audited or reviewed by an
attendances of the members at those
		external auditor, as well as the processes for the
meetings; or
		appointment and removal of the external auditor and the
(b) if it does not have an audit committee, disclose
		rotation of the audit engagement partner:
that fact and the processes it employs that		(i) the Board devotes time at annual Board
independently verify and safeguard the integrity of
		meetings to fulfilling the roles and responsibilities
its corporate reporting, including the processes for
		associated with maintaining the Company’s
the appointment and removal of the external
		internal audit function and arrangements with
auditor and the rotation of the audit engagement
		external auditors; and
partner.
		(ii) all members of the Board are involved in the
		Company’s audit function to ensure the proper
		maintenance of the entity and the integrity of all
		financial reporting.
Recommendation 4.2	PARTIALLY	The Company’s Audit and Risk Committee Charter requires the
		CEO and CFO (or, if none, the person(s) fulfilling those functions)
		to provide a sign off on these terms.

RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
The Board of a listed entity should, before it approves the		The Company intends to obtain a sign off on these terms for each
entity’s financial statements for a financial period, receive		of its financial statements in each financial year.
from its CEO and CFO a declaration that 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.
Recommendation 4.3		The Company will include in each of its (to the extent that the
A listed entity should disclose its process to verify the	YES	information contained in the following is not audited or reviewed
integrity of any periodic corporate report it releases to the		by an external auditor):
market that is not audited or reviewed by an external		(a) annual reports or on its website, a description of the
auditor.		process it undertakes to verify the integrity of the
		information in its annual directors’ report;
		(b) quarterly reports, or in its annual report or on its website, a
		description of the process it undertakes to verify the
		integrity of the information in its quarterly reports;
		(c) integrated reports, or in its annual report (if that is a
		separate document to its integrated report) or on its
		website, a description of the process it undertakes to
		verify the integrity of the information in its integrated
		reports; and
		(d) periodic corporate reports (such as a sustainability or CSR
		report), or in its annual report or on its website, a
		description of the process it undertakes to verify the
		integrity of the information in these reports.
Principle 5: Make timely and balanced disclosure
Recommendation 5.1		(a) The Company’s Corporate Governance Plan details the
A listed entity should have and disclose a written policy for	YES	Company’s Continuous Disclosure policy.
complying with its continuous disclosure obligations under		(b) The Corporate Governance Plan, which incorporates the
listing rule 3.1.		Continuous Disclosure policy, is available on the
		Company’s website.

RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
Recommendation 5.2	YES	Under the Company’s Continuous Disclosure Policy (which forms
A listed entity should ensure that its board receives copies		part of the Corporate Governance Plan), all members of the
of all material market announcements promptly after they		Board will receive material market announcements promptly after
have been made.		they have been made.
Recommendation 5.3	YES	All substantive investor or analyst presentations will be released on
A listed entity that gives a new and substantive investor or		the ASX Markets Announcement Platform ahead of such
analyst presentation should release a copy of the		presentations.
presentation materials on the ASX Market Announcements
Platform ahead of the presentation.
Principle 6:Respect the rights of security holders
Recommendation 6.1		Information about the Company and its governance is available
A listed entity should provide information about itself and its	YES	in the Corporate Governance Plan which can be found on the
governance to investors via its website.		Company’s website.
Recommendation 6.2		The Company has adopted a Shareholder Communications
A listed entity should have an investor relations program	YES	Strategy which aims to promote and facilitate effective two-way
that facilitates effective two-way communication with		communication with investors. The Strategy outlines a range of
investors.		ways in which information is communicated to shareholders and
		is available on the Company’s website as part of the Company’s
		Corporate Governance Plan.
Recommendation 6.3		Shareholders are encouraged to participate at all general
A listed entity should disclose how it facilitates and	YES	meetings and AGMs of the Company. Upon the despatch of any
encourages participation at meetings of security holders.		notice of meeting to Shareholders, the Company Secretary shall
		send out material stating that all Shareholders are encouraged to
		participate at the meeting.
		All substantive resolutions at securityholder meetings were
		decided by a poll rather than a show of hands.
Recommendation 6.4		All substantive resolutions at securityholder meetings will be
A listed entity should ensure that all substantive resolutions	YES	decided by a poll rather than a show of hands.
at a meeting of security holders are decided by a poll
rather than by a show of hands.

RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
Recommendation 6.5	YES	The Shareholder Communication Strategy provides that security
A listed entity should give security holders the option to		holders can register with the Company to receive email
receive communications from, and send communications		notifications when an announcement is made by the Company
to, the entity and its security registry electronically.		to the ASX, including the release of the Annual Report, half yearly
		reports and quarterly reports. Links are made available to the
		Company’s website on which all information provided to the ASX
		is immediately posted.
		Shareholders queries should be referred to the Company
		Secretary at first instance.
Principle 7: Recognise and manage risk
Recommendation 7.1		(a) The Company does not have an Audit and Risk
The Board of a listed entity should:	YES	Committee. The Company’s Corporate Governance Plan
(a) have a committee or committees to oversee risk,		contains an Audit and Risk Committee Charter that
		provides for the creation of an Audit and Risk Committee
each of which:
		with at least three members, all of whom must be non-
(i) has at least three members, a majority of
		executive Directors, and majority of the Committee must
whom are independent Directors; and		be independent Directors. The Committee must be
(ii) is chaired by an independent Director,		chaired by an independent Director who is not the Chair.
and disclose:		A copy of the Corporate Governance Plan is available on
(iii) the charter of the committee;		the Company’s website.
(iv) the members of the committee; and		(b) The Company does not have an Audit and Risk
(v) as at the end of each reporting period, the		Committee as the Board considers the Company will not
		currently benefit from its establishment. In accordance
number of times the committee met
		with the Company’s Board Charter, the Board carries out
throughout the period and the individual
		the duties that would ordinarily be carried out by the
attendances of the members at those
		Audit and Risk Committee under the Audit and Risk
meetings; or
		Committee Charter including the following processes to
(b) if it does not have a risk committee or committees
		oversee the entity’s risk management framework.
that satisfy (a) above, disclose that fact and the
		The Board devotes time at quarterly Board meetings to
process it employs for overseeing the entity’s risk
		fulfilling the roles and responsibilities associated with
management framework.
		overseeing risk and maintaining the entity’s risk
		management framework and associated internal
		compliance and control procedures.

RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
Recommendation 7.2		(a) The Audit and Risk Committee Charter requires that the
The Board or a committee of the Board should:	YES	Audit and Risk Committee (or, in its absence, the Board)
(a) review the entity’s risk management framework at		should, at least annually, satisfy itself that the Company’s
		risk management framework continues to be sound and
least annually to satisfy itself that it continues to be
		that the Company is operating with due regard to the risk
sound and that the entity is operating with due
		appetite set by the Board.
regard to the risk appetite set by the Board; and
		(b) The Company’s Corporate Governance Plan requires the
(b) disclose in relation to each reporting period,
		Company to disclose at least annually whether such a
whether such a review has taken place.
		review of the Company’s risk management framework
		has taken place.
Recommendation 7.3		(a) The Audit and Risk Committee Charter provides for the
A listed entity should disclose:	YES	Audit and Risk Committee to monitor and periodically
(a) if it has an internal audit function, how the function		review the need for an internal audit function, as well as
		assessing the performance and objectivity of any internal
is structured and what role it performs; or
		audit procedures that may be in place. The Company
(b) if it does not have an internal audit function, that
		does not have an internal audit function.
fact and the processes it employs for evaluating
and continually improving the effectiveness of its
governance, risk management and internal
control processes.
Recommendation 7.4		The Audit and Risk Committee Charter requires the Audit and Risk
A listed entity should disclose whether it has any material	YES	Committee (or, in its absence, the Board) to assist management
exposure to environmental or social risks and, if it does, how		to determine whether the Company has any potential or
it manages or intends to manage those risks.		apparent exposure to environmental or social risks and, if it does,
		put in place management systems, practices and procedures to
		manage those risks.
		The Company’s Corporate Governance Plan requires the
		Company to disclose whether it has any potential or apparent
		exposure to environmental or social risks and, if it does, put in
		place management systems, practices and procedures to
		manage those risk.
		Where the Company does not have material exposure to
		environmental or social risks, report the basis for that determination
		to the Board, and where appropriate benchmark the Company’s
		environmental or social risk profile against its peers.

RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
		The Company will disclose this information .
Principle 8: Remunerate fairly and responsibly
Recommendation 8.1		(a) The Company does not have a Remuneration
The Board of a listed entity should:	YES	Committee. The Company’s Corporate Governance Plan
(a) have a remuneration committee which:		contains a Remuneration Committee Charter that
		provides for the creation of a Remuneration Committee
(i) has at least three members, a majority of
		(if it is considered it will benefit the Company), with at
whom are independent Directors; and		least three members, a majority of whom are be
(ii) is chaired by an independent Director,		independent Directors, and which must be chaired by an
and disclose:		independent Director.
		(b) The Company does not have a Remuneration
(iii) the charter of the committee;
(iv) the members of the committee; and		Committee as the Board considers the Company will not
		currently benefit from its establishment. In accordance
(v) as at the end of each reporting period, the
		with the Company’s Board Charter, the Board carries out
number of times the committee met
		the duties that would ordinarily be carried out by the
throughout the period and the individual
		Remuneration Committee under the Remuneration
attendances of the members at those
		Committee Charter including the following processes to
meetings; or
		set the level and composition of remuneration for
(b) if it does not have a remuneration committee,
		Directors and senior executives and ensuring that such
disclose that fact and the processes it employs for		remuneration is appropriate and not excessive.
setting the level and composition of remuneration		The Board devotes time at the annual Board meeting to
for Directors and senior executives and ensuring
		assess the level and composition of remuneration for
that such remuneration is appropriate and not
		Directors and senior executives.
excessive.
Recommendation 8.2		The Company’s Corporate Governance Plan requires the Board
A listed entity should separately disclose its policies and	YES	to disclose its policies and practices regarding the remuneration
practices regarding the remuneration of non-executive		of Directors and senior executives, which is disclosed in the
Directors and the remuneration of executive Directors and		remuneration report contained in the Company’s Annual Report
other senior executives.		as well as being disclosed on the Company’s website.

RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
Recommendation 8.3		(a) The Company has an equity-based remuneration
A listed entity which has an equity-based remuneration	YES	scheme. The Company has a policy on whether
scheme should:		participants are permitted to enter into transactions
(a) have a policy on whether participants are		(whether through the use of derivatives or otherwise)
		which limit the economic risk of participating in the
permitted to enter into transactions (whether
		scheme.
through the use of derivatives or otherwise) which
		(b) A copy of the policy will be provided on the Company’s
limit the economic risk of participating in the
scheme; and		website.
(b) disclose that policy or a summary of it.
Additional recommendations that apply only in certain cases
Recommendation 9.1		As set out in the Company’s Board Charter (which forms part of
A listed entity with a director who does not speak the		the Corporate Governance Plan), should the Company have a
language in which board or security holder meetings are		non-English speaking Director, the Company will translate all key
held or key corporate documents are written should		corporate documents into that Director’s first language for the
disclose the processes it has in place to ensure the director		benefit of that Director. In such a situation, a translator will also be
understands and can contribute to the discussions at those		present for all Board and Shareholder meetings.
meetings and understands and can discharge their
obligations in relation to those documents.
Recommendation 9.2		All Shareholder meetings will be held at a reasonable place and
A listed entity established outside Australia should ensure		time for shareholders.
that meetings of security holders are held at a reasonable
place and time.
Recommendation 9.3		The Company’s auditors will attend the Company’s Annual
A listed entity established outside Australia, and an		General Meeting and will be available to answer questions from
externally managed listed entity that has an AGM, should		Shareholders in respect of the Company’s audit.
ensure that its external auditor attends its AGM and is
available to answer questions from security holders relevant
to the audit.