FireFly Metals Ltd. — Governance Information 2016

Oct 13, 2016

Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity:
Monax Mining Limited
ABN / ARBN: 96 110 336 733	Financial year ended:
96 110 336 733	30 June 2016

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

☐ These pages of our annual report: ☒ This URL on our website: http://www.monaxmining.com.au/site/corporate/governance.html

The Corporate Governance Statement is accurate and up to date as at 14 October 2016 and has been approved by the board.

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

Date: 14 October 2016 Print name: Kaitlin Smith

Signature: ~~Director /~~ Company Secretary

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

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

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

3 Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity’s corporate governance statement can be found.

Page 1

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

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

Page 2

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …
1.4	The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement OR □ at this location: [insert location here]	□ an explanation why that is so in our Corporate Governance Statement OR □ we are an externally managed entity and this recommendation is therefore not applicable
1.5	A listed entity should: (a) have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them; (b) disclose that policy or a summary of it; and (c) disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity’s diversity policy and its progress towards achieving them and either: (1) the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or (2) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act.	… the fact that we have a diversity policy that complies with paragraph (a): □ in our Corporate Governance Statement OR □ at this location: [insert location here] … and a copy of our diversity policy or a summary of it: □ at this location: [insert location here] … the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with our diversity policy and our progress towards achieving them: □ in our Corporate Governance Statement OR □ at this location: [insert location here] … and the information referred to in paragraphs (c)(1) or (2): □ in our Corporate Governance Statement OR □ at this location: [insert location here]	☒an explanation why that is so in our Corporate Governance Statement OR □ we are an externally managed entity and this recommendation is therefore not applicable

Page 3

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …
1.6	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	… the evaluation process referred to in paragraph (a): □ in our Corporate Governance Statement OR □ at this location: [insert location here] … and the information referred to in paragraph (b): □ in our Corporate Governance Statement OR □ at this location: [insert location here]	☒an explanation why that is so in our Corporate Governance Statement OR □ we are an externally managed entity and this recommendation is therefore not applicable
1.7	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of its senior executives; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	… the evaluation process referred to in paragraph (a): ☒in our Corporate Governance Statement OR □ at this location: [insert location here] … and the information referred to in paragraph (b): ☒in our Corporate Governance Statement OR □ at this location: [insert location here]	□ an explanation why that is so in our Corporate Governance Statement OR □ we are an externally managed entity and this recommendation is therefore not applicable

Page 4

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

Page 5

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.	… our board skills matrix: ☒in our Corporate Governance Statement OR □ at this location: [insert location here]	□ an explanation why that is so in our Corporate Governance Statement OR □ we are an externally managed entity and this recommendation is therefore not applicable
2.3	A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, association or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.	… the names of the directors considered by the board to be independent directors: ☒in our Corporate Governance Statement OR □ at this location: [insert location here] … where applicable, the information referred to in paragraph (b): ☒in our Corporate Governance Statement OR □ at this location: [insert location here] … the length of service of each director: □ in our Corporate Governance Statement OR ☒at this location: Pages 10 to 11 in the Annual report	□ an explanation why that is so in our Corporate Governance Statement
2.4	A majority of the board of a listed entity should be independent directors.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement OR □ at this location: [insert location here]	□ an explanation why that is so in our Corporate Governance Statement OR □ we are an externally managed entity and this recommendation is therefore not applicable
2.5	The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement	□ an explanation why that is so in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …
		OR □ at this location: [insert location here]	OR □ we are an externally managed entity and this recommendation is therefore not applicable
2.6	A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement OR □ at this location: [insert location here]	□ an explanation why that is so in our Corporate Governance Statement OR □ we are an externally managed entity and this recommendation is therefore not applicable
PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY
3.1	A listed entity should: (a) have a code of conduct for its directors, senior executives and employees; and (b) disclose that code or a summary of it.	… our code of conduct or a summary of it: □ in our Corporate Governance Statement OR □ at this location: [insert location here]	☒an explanation why that is so in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …
PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING
4.1	The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non- executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.	[If the entity complies with paragraph (a):] … the fact that we have an audit committee that complies with paragraphs (1) and (2): □ in our Corporate Governance Statement OR □ at this location: [insert location here] … and a copy of the charter of the committee: □ at this location: [insert location here] … and the information referred to in paragraphs (4) and (5): □ in our Corporate Governance Statement OR □ at this location: [insert location here] [If the entity complies with paragraph (b):] … the fact that we do not have an audit committee and the processes we employ that independently verify and safeguard the integrity of our corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner: □ in our Corporate Governance Statement OR □ at this location: [insert location here]	☒an explanation why that is so in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …
4.2	The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement OR □ at this location: [insert location here]	□ an explanation why that is so in our Corporate Governance Statement
4.3	A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement OR □ at this location: [insert location here]	□ an explanation why that is so in our Corporate Governance Statement OR □ we are an externally managed entity that does not hold an annual general meeting and this recommendation is therefore not applicable
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should: (a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and (b) disclose that policy or a summary of it.	… our continuous disclosure compliance policy or a summary of it: □ in our Corporate Governance Statement OR □ at this location: [insert location here]	☒an explanation why that is so in our Corporate Governance Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information about itself and its governance to investors via its website.	… information about us and our governance on our website: ☒at this location: http://www.monaxmining.com.au	□ an explanation why that is so in our Corporate Governance Statement
6.2	A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.	… the fact that we follow this recommendation: □ in our Corporate Governance Statement OR □ at this location: [insert location here]	☒an explanation why that is so in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …
6.3	A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.	… our policies and processes for facilitating and encouraging participation at meetings of security holders: ☒in our Corporate Governance Statement OR □ at this location: [insert location here]	□ an explanation why that is so in our Corporate Governance Statement OR □ we are an externally managed entity that does not hold periodic meetings of security holders and this recommendation is therefore not applicable
6.4	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement OR □ at this location: [insert location here]	□ an explanation why that is so in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1	The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.	[If the entity complies with paragraph (a):] … the fact that we have a committee or committees to oversee risk that comply with paragraphs (1) and (2): □ in our Corporate Governance Statement OR □ at this location: [insert location here] … and a copy of the charter of the committee: □ at this location: [insert location here] … and the information referred to in paragraphs (4) and (5): □ in our Corporate Governance Statement OR □ at this location: [insert location here] [If the entity complies with paragraph (b):] … the fact that we do not have a risk committee or committees that satisfy (a) and the processes we employ for overseeing our risk management framework: □ in our Corporate Governance Statement OR □ at this location: [insert location here]	☒an explanation why that is so in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …
7.2	The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and (b) disclose, in relation to each reporting period, whether such a review has taken place.	… the fact that we follow this recommendation: □ in our Corporate Governance Statement OR □ at this location: [insert location here]	☒an explanation why that is so in our Corporate Governance Statement
7.3	A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes.	[If the entity complies with paragraph (a):] … how our internal audit function is structured and what role it performs: □ in our Corporate Governance Statement OR □ at this location: [insert location here] [If the entity complies with paragraph (b):] … the fact that we do not have an internal audit function and the processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control processes: ☒in our Corporate Governance Statement OR □ at this location: [insert location here]	□ an explanation why that is so in our Corporate Governance Statement
7.4	A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.	… whether we have any material exposure to economic, environmental and social sustainability risks and, if we do, how we manage or intend to manage those risks: ☒in our Corporate Governance Statement OR □ at this location: [insert location here]	□ an explanation why that is so in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.	[If the entity complies with paragraph (a):] … the fact that we have a remuneration committee that complies with paragraphs (1) and (2): □ in our Corporate Governance Statement OR □ at this location: [insert location here] … and a copy of the charter of the committee: □ at this location: [insert location here] … and the information referred to in paragraphs (4) and (5): □ in our Corporate Governance Statement OR □ at this location: [insert location here] [If the entity complies with paragraph (b):] … the fact that we do not have a remuneration committee and the processes we employ for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive: □ in our Corporate Governance Statement OR □ at this location: [insert location here]	☒an explanation why that is so in our Corporate Governance Statement OR □ we are an externally managed entity and this recommendation is therefore not applicable
8.2	A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.	… separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives: ☒in our Corporate Governance Statement OR	□ an explanation why that is so in our Corporate Governance Statement OR □ we are an externally managed entity and this recommendation is therefore not applicable

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …
		□ at this location: [insert location here]
8.3	A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.	… our policy on this issue or a summary of it: □ in our Corporate Governance Statement OR □ at this location: [insert location here]	☒an explanation why that is so in our Corporate Governance Statement OR □ 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 DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES – NOT APPLICABLE
-	Alternative to Recommendation 1.1 for externally managed listed entities: The responsible entity of an externally managed listed entity should disclose: (a) the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements.	… the information referred to in paragraphs (a) and (b): □ in our Corporate Governance Statement OR □ at this location: [insert location here]	□ an explanation why that is so in our Corporate Governance Statement
-	Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities: An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager.	… the terms governing our remuneration as manager of the entity: □ in our Corporate Governance Statement OR □ at this location: [insert location here]	□ an explanation why that is so in our Corporate Governance Statement

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Corporate Governance Statement approved by the Board - 14 October 2016

The Board of Directors are responsible for the overall Corporate Governance of the Company including strategic direction, management goal setting and monitoring, internal control, risk management and financial reporting. In discharging this responsibility, the Board seeks to take into account the interests of all key stakeholders of the Company, including shareholders, employees, customers and the broader community.

This Statement explains how Monax Mining Limited complies with the ASX Corporate Governance Council‘s ‘ Corporate Governance Principles and Recommendations – 3[rd ] Edition’ ( ASX Principles or Recommendations ), which were published on 27 March 2014.

In ensuring the highest standard of ethical behaviour and accountability, the Board has included in its corporate governance policies those matters contained in the ASX Recommendations where applicable. However, the Board also recognises that full adoption of the ASX Recommendations may not be practical nor provide the optimal result given the particular circumstances and structure of the Company. The Board is, nevertheless, committed to ensuring that appropriate Corporate Governance practices are in place for the proper direction and management of the Company. This statement outlines the main Corporate Governance practices of the Company disclosed under the ASX Recommendations, including those that comply with best practice and which unless otherwise disclosed, were in place during the whole of the period to the date of this statement.

Summary of Corporate Governance Principles and Recommendations

Summary of Corporate Governance Principles and Recommendations	Summary of Corporate Governance Principles and Recommendations
Principle 1 – Lay solidfoundationsfor management and oversight
1.1 Role of Board and management	The Board is governed by the Corporations Act 2001, ASX Listing Rules and a formal constitution adopted by the Company in 2004 and amended in 2011. The role of the Board is to provide leadership and direction to management and to agree with management the aims, strategies and policies of the Company for the protection and enhancement of long-term shareholder value. The Board has an established framework for the management of the entity including a system of internal control, a business risk management process and appropriate ethical standards. In fulfilling its responsibilities, the Board is supported by an Audit, Governance and Remuneration Committee, to deal with internal control, ethical standards and financial reporting and to monitor the composition of the Board and review the compensation of the Company’s Executive Directors and senior management with the overall objective of motivating and appropriately rewarding performance. The Board appoints a Managing Director responsible for the day to day management of the Company including management of financial, physical and human resources, development and implementation of risk management, internal control and regulatory compliance policies and procedures, recommending strategic direction and planning for the operations of the business and the provision of relevant information to the Board. The Board has not adopted a formal statement of matters reserved to them or a formal board charter that details their functions and responsibilities nor a formal statement of the areas of authority delegated to senior executives.	
1.2 Information regarding election and re- election of director candidates	Monax considers the character, experience, education and skillset as well as interests and associations of potential candidates for appointment to the Board and will conduct appropriate checks to verify the suitability of the candidate, prior to their election. Monax has appropriate procedures in place to ensure that material information relevant to a decision to elect or re-elect a director, is disclosed in the notice of meeting provided to shareholders. During the period, Monax did not appoint any new directors.	

1.3 Written contracts of appointment	The roles and responsibilities of Directors have been formalised in letters of appointment, which each Director has entered in to. The letters of appointment specify the term of appointment, time commitment envisaged, expectations in relation to committee work or any other special duties attaching to the position, reporting lines, remuneration arrangements, disclosure obligations in relation to personal interests, confidentiality obligations, and insurance and indemnity entitlements. Contract details of senior executives which are KMP are summarised in the Remuneration Report on Page 16 of the Company’s Annual Report.	
1.4 Company Secretary	The Company Secretary is accountable to the Board through the Chairman on all matters to do with the proper functioning of the Board. All directors have access to the Company Secretary. The Company Secretary is responsible for: - Advising the Board on corporate governance matters; - Managing the Company Secretarial function; - Attending all Board and Board committee meetings; and - Taking minutes and communicating with the ASX. The appointment or removal of the Company Secretary is a matter for the Board. Details of the Company Secretary’s experience and qualifications are set out on page 12 of the Annual Report.	
1.5 Diversity	The Company is committed to creating a diverse working environment and promoting a culture which embraces diversity. However, given the size of the Company and scale of its operations, the Board is of the view that a written diversity policy with measurable objectives for achieving gender diversity is not required at this time. Further as the Company has not established measureable objectives for achieving gender diversity, the Company has not reported on progress towards achieving them.	
1.6 Board Reviews	The Audit, Governance and Remuneration Committee meets at least annually and the recommendations are made in line with the Company’s present circumstances and goals to ensure maximum shareholder benefits from the attraction and retention of a high quality Board and senior management team. The Board recognises that as a result of the Company’s size the assessment of the Board’s overall performance and its own succession plan is conducted on an informal basis. Whilst this is at variance with the ASX Recommendations, the Directors consider that at the date of this report an appropriate and adequate process for the evaluation of Directors is in place. A more formal process of Board assessment will be considered in the future as the Company develops.	



1.7 Management reviews	During the financial year the Board considered and reviewed the performance of and recommended appropriate remuneration for Executive Directors and senior management including any equity participation by such Executive Directors and senior management. The Board evaluates the performance of the Managing Director and Company Secretary on a regular basis and encourages continuing professional development.	During the financial year the Board considered and reviewed the performance of and recommended appropriate remuneration for Executive Directors and senior management including any equity participation by such Executive Directors and senior management. The Board evaluates the performance of the Managing Director and Company Secretary on a regular basis and encourages continuing professional development.	During the financial year the Board considered and reviewed the performance of and recommended appropriate remuneration for Executive Directors and senior management including any equity participation by such Executive Directors and senior management. The Board evaluates the performance of the Managing Director and Company Secretary on a regular basis and encourages continuing professional development.	During the financial year the Board considered and reviewed the performance of and recommended appropriate remuneration for Executive Directors and senior management including any equity participation by such Executive Directors and senior management. The Board evaluates the performance of the Managing Director and Company Secretary on a regular basis and encourages continuing professional development.	During the financial year the Board considered and reviewed the performance of and recommended appropriate remuneration for Executive Directors and senior management including any equity participation by such Executive Directors and senior management. The Board evaluates the performance of the Managing Director and Company Secretary on a regular basis and encourages continuing professional development.	
Principle 2- Structure the Board to add value
2.1 Nominations committee		The Company does not have a Nominations Committee. The Company’s constitution specifies the number of directors must be at least three and at most ten. The Board may at any time appoint a director to fill a casual vacancy. Directors appointed by the Board are subject to election by shareholders at the following annual general meeting and thereafter directors (other than the Managing Director) are subject to re-election at least every three years. The tenure for executive directors is linked to their holding of executive office. The Board is of the opinion that the current structure of the Board is appropriate given the size and nature of the Company. The Board considers that all Directors bring an independent judgement to bear on Board decisions and that the Board’s expertise and experience adds considerable value to the Company.				
2.2 Board skills matrix		The following table summarises the skills, attributes and experience of the non- executive directors serving on the Board. Board Experience, Skills and Attributes Matrix				
		Experience Skills and Attributes	Board	Audit, Governance and Remuneration
		Total non-executive directors	2	2
		Experience
		Corporate Leadership – Successful experience in CEO and/or other corporate leadershiproles	2	2
		Resource Industry Experience – Relevant industry (resources, mining, exploration)experience	2	2
		Other Board level experience – Membership of other listed entities (last 3years)	2	2
		Knowledge and skills
		Strategy	2	2
		Governance	2	2
		Capital Raising	2	2
		Risk and Compliance	2	2
		Mergers and Acquisitions	2	2
		Tertiary qualifications
		Economics, law, commerce and/or business	2	2
		Public Accounting	1	1
		Gender
		Female	0	0
		Male	2	2

1.7 Management reviews	During the financial year the Board considered and reviewed the performance of and recommended appropriate remuneration for Executive Directors and senior management including any equity participation by such Executive Directors and senior management. The Board evaluates the performance of the Managing Director and Company Secretary on a regular basis and encourages continuing professional development.	During the financial year the Board considered and reviewed the performance of and recommended appropriate remuneration for Executive Directors and senior management including any equity participation by such Executive Directors and senior management. The Board evaluates the performance of the Managing Director and Company Secretary on a regular basis and encourages continuing professional development.	During the financial year the Board considered and reviewed the performance of and recommended appropriate remuneration for Executive Directors and senior management including any equity participation by such Executive Directors and senior management. The Board evaluates the performance of the Managing Director and Company Secretary on a regular basis and encourages continuing professional development.	During the financial year the Board considered and reviewed the performance of and recommended appropriate remuneration for Executive Directors and senior management including any equity participation by such Executive Directors and senior management. The Board evaluates the performance of the Managing Director and Company Secretary on a regular basis and encourages continuing professional development.	During the financial year the Board considered and reviewed the performance of and recommended appropriate remuneration for Executive Directors and senior management including any equity participation by such Executive Directors and senior management. The Board evaluates the performance of the Managing Director and Company Secretary on a regular basis and encourages continuing professional development.	
Principle 2- Structure the Board to add value
2.1 Nominations committee		The Company does not have a Nominations Committee. The Company’s constitution specifies the number of directors must be at least three and at most ten. The Board may at any time appoint a director to fill a casual vacancy. Directors appointed by the Board are subject to election by shareholders at the following annual general meeting and thereafter directors (other than the Managing Director) are subject to re-election at least every three years. The tenure for executive directors is linked to their holding of executive office. The Board is of the opinion that the current structure of the Board is appropriate given the size and nature of the Company. The Board considers that all Directors bring an independent judgement to bear on Board decisions and that the Board’s expertise and experience adds considerable value to the Company.				
2.2 Board skills matrix		The following table summarises the skills, attributes and experience of the non- executive directors serving on the Board. Board Experience, Skills and Attributes Matrix				
		Experience Skills and Attributes	Board	Audit, Governance and Remuneration
		Total non-executive directors	2	2
		Experience
		Corporate Leadership – Successful experience in CEO and/or other corporate leadershiproles	2	2
		Resource Industry Experience – Relevant industry (resources, mining, exploration)experience	2	2
		Other Board level experience – Membership of other listed entities (last 3years)	2	2
		Knowledge and skills
		Strategy	2	2
		Governance	2	2
		Capital Raising	2	2
		Risk and Compliance	2	2
		Mergers and Acquisitions	2	2
		Tertiary qualifications
		Economics, law, commerce and/or business	2	2
		Public Accounting	1	1
		Gender
		Female	0	0
		Male	2	2

2.3 Disclose independence and length of service	During the financial year the composition of the Board consists of three directors of whom two, including the Chairman, are non-executives. Messrs Kennedy and Davis are Independent Directors. In addition, one alternate director acted during the year for Mr Davis. The names of the directors of the Company and terms in office at the date of this Statement together with their skills, experience, expertise and financial interests in the Company are set out in the Directors’ Report section of the Annual Report. The Company has no relationships with any of the independent directors which the company believes would compromise the independence of these directors.	
2.4 Majority of directors independent	As disclosed against Recommendation 2.3, Non-Executive Directors are considered to be independent.	
2.5 Chair independent	The Chairman is an Independent Director. The role of Chairman of the Board is separate from that of the Managing Director who is responsible for the day to day management of the Company and is in compliance with the ASX Recommendation that these roles not be exercised by the same individual.	
2.6 Induction and professional development	An induction process including appointment letters exists to promote early, active and relevant involvement of new members of the Board. All Monax directors are encouraged to further their knowledge through ongoing professional development through professional industry, governance and government bodies.	
Principle 3 – Act ethically and responsibly
3.1 Code of Conduct	The Company requires all its directors and employees to abide by the standards of behaviour and business ethics in accordance with the law. In discharging their duties, Directors of the Company are required to: - act ingood faith and in the best interests of the Company; - exercise the care and diligence that a reasonable person in that role would exercise; - exercise their powers in good faith for a proper purpose and in the best interests of the Company; - not improperly use their position or information obtained through their position to gain a personal advantage or for the advantage of another person to the detriment of the Company; - disclose material personal interests and avoid actual or potential conflicts of interests; - keep themselves informed of relevant Company matters; - keep confidential the business of all directors meetings; and - observe and support the Board’s Corporate Governance practices and procedures.	

Principle 4 – Safeguard	integrity infinancial reporting
4.1 Audit Committee	Monax was not a Company required by ASX Listing Rule 12.7 to have an Audit Committee during the year although it is an ASX Recommendation. Notwithstanding the Listing Rule requirement, an Audit Governance and Remuneration Committee has been established to oversee corporate governance, internal controls, ethical standards, financial reporting, and external accounting and compliance procedures. During the financial year the Audit, Governance and Remuneration Committee consisted of two Independent Board directors, Messrs Davis and Kennedy, and is chaired by Mr Davis. This does not meet the ASX recommendation of a membership of at least three. The Board believes that given the size of the Company and the stage of the entity’s life as a publicly listed junior exploration company and the current Board structure, the establishment of an audit committee in line with ASX Recommendation 4.1 cannot be justified by the perceived benefits of doing so. The existing composition of the Audit, Governance and Remuneration Committee is such that review and authorisation of the integrity of the Company’s financial reporting and the independence of the external auditor is via the exercise of independent and informed judgement. The Board has adopted a formal Charter for the audit and governance activities of the Audit, Governance and Remuneration Committee. The Charter details the Committee’s role and responsibilities, composition and membership requirement. Mr Kennedy is a qualified Chartered Accountant. Details of Directors’ qualifications and attendance at meetings are set out in the Directors’ Report section of this report. The Committee meets at least three times per annum and reports to the Board. The Managing Director, Company Secretary and external auditor may, by invitation, attend meetings at the discretion of the Committee.	
4.2 CEO and CFO certification of financial statements	The Managing Director and Company Secretary are required to provide assurances that the written declarations under s295A of the Corporations Act are founded on a sound framework of risk management and internal control and that the framework is operating effectively in all material respects in relation to financial reporting risks. Both the Managing Director and Company Secretary provide said assurances at the time the s295A declarations are provided to the Board.	
4.3 External auditor at AGM	The external auditor of the Company is invited to the Annual General Meeting of shareholders and is available to answer any questions concerning the conduct, preparation and content of the auditor’s report. Pursuant to section 249K of the Corporations Act 2001 the external auditor is provided with a copy of the notice of meeting and related communications received by shareholders.	

Principle 5 – Make timely and balanced disclosure

Principle 5 – Make timely and balanced disclosure	Principle 5 – Make timely and balanced disclosure
5.1 Disclosure and Communications Policy	The Board aims to ensure that shareholders are informed of all major developments affecting the Company’s state of affairs. In accordance with the ASX Recommendations, information is communicated to shareholders as follows: - the annual financial report which includes relevant information about the operations of the Company during the year, changes in the state of affairs of the entity and details of future developments, in addition to the other disclosures required by the Corporations Act 2001; - the half yearly financial report lodged with the Australian Stock Exchange and Australian Securities and Investments Commission and sent to all shareholders who request it; - notifications relating to any proposed major changes in the Company which may impact on share ownership rights that are submitted to a vote of shareholders; - notices of all meetings of shareholders; - publicly released documents including full text of notices of meetings and explanatory material made available on the Company’s website at www.monaxmining.com.au; and - disclosure of the Company’s Corporate Governance practices and communications strategy on the entity’s website. Due to the size of the Company and the stage of life of the entity as a publicly listed junior exploration company, the Board does not believe a formal policy for shareholder communication is required. However, a summary describing how the Company will communicate with its shareholders is posted on the Company’s websitewww.monaxmining.com.au.	
Principle 6 – Respect the rights of security holders
6.1 Information on website	The Company operates under the continuous disclosure requirements of the ASX Listing Rules and ensures that all information which may be expected to affect the value of the Company’s securities or influence investment decisions is released to the market in order that all investors have equal and timely access to material information concerning the Company. The information is made publicly available on the Company’s website following release to the ASX. Due to the size of the Company and the stage of life of the entity as a publicly listed junior exploration company, the Board does not believe a formal policy for continuous disclosure is required. However, a summary describing how the Company will ensure its compliance with continuous disclosure requirements is posted on the Company’s websitewww.monaxmining.com.au.	
6.2 Investor relations programs	Due to the size of the Company, the Board does not believe that a documented or formalised investor program is required. The Company actively engages with investors at the Annual General Meeting and responds to enquiries made from time to time.	
6.3 Facilitate participation at meetings of security holders	The Board encourages full participation of shareholders at the Annual General Meeting 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.	
6.4 Facilitate electronic communications	The Company provides its investors the option to receive communications from and send communications to the Company and the share registry electronically.	

Principle 7 – Recognise and manage risk	Principle 7 – Recognise and manage risk
7.1 Risk committee
7.2 Annual risk	Due to the size of the Company and the stage of life of the entity as a publicly listed
review	junior exploration company, and the inherent risks associated with the industry it
	operates in, the Board does not believe formal policies for oversight and
	management of risk are required. The Board with the assistance of the Audit,
	Governance and Remuneration Committee conducts a formal review of the risk
	profile of the Company annually and monitors risk informally throughout the year.
	A summary describing how the Company manages risk by procedures established at
	Board and executive level can be found posted on the Company’s website
	www.monaxmining.com.au.
7.3 Internal audit	The Company does not have an internal audit function and does not believe that
	the size and nature of the Company warrants establishment of said function at this
	time. Management of risk and internal control is undertaken by the Board.
7.4 Sustainability	The Board recognises that there are inherent risks associated with the Company’s
risks	operations including mineral exploration and mining, environmental, heritage and
	native title, legal and other operational risks. The Board endeavours to mitigate such
	risks by continually reviewing the activities of the Company in order to identify key
	business and operational risks and ensuring that they are appropriately assessed
	and managed. No formal report in relation to the Company’s management of its
	material business risks is presented to the Board.

Principle 7 – Recognise and manage risk	Principle 7 – Recognise and manage risk
7.1 Risk committee
7.2 Annual risk review	Due to the size of the Company and the stage of life of the entity as a publicly listed junior exploration company, and the inherent risks associated with the industry it operates in, the Board does not believe formal policies for oversight and management of risk are required. The Board with the assistance of the Audit, Governance and Remuneration Committee conducts a formal review of the risk profile of the Company annually and monitors risk informally throughout the year. A summary describing how the Company manages risk by procedures established at Board and executive level can be found posted on the Company’s website www.monaxmining.com.au.	
7.3 Internal audit	The Company does not have an internal audit function and does not believe that the size and nature of the Company warrants establishment of said function at this time. Management of risk and internal control is undertaken by the Board.	
7.4 Sustainability risks	The Board recognises that there are inherent risks associated with the Company’s operations including mineral exploration and mining, environmental, heritage and native title, legal and other operational risks. The Board endeavours to mitigate such risks by continually reviewing the activities of the Company in order to identify key business and operational risks and ensuring that they are appropriately assessed and managed. No formal report in relation to the Company’s management of its material business risks is presented to the Board.	
Principle 8 – Remuneratefairly and responsibly
8.1 Remuneration committee	The Company has established a single Audit, Governance and Remuneration Committee. The Committee monitors the composition of the Board and reviews the compensation of the Company’s Executive Directors and senior management with the overall objective of motivating and appropriately rewarding performance. The Committee makes recommendations to the Board who is ultimately responsible for the Company’s remuneration policy. During the financial year the Committee consisted of two Independent Directors, Messrs Davis and Kennedy. Mr Davis acted as Chairman of this committee. Details of the number of and attendance at Committee meetings can be found in the Directors’ Report. The Board believes that given the size of the Company that the cost of establishing a formal remuneration committee charter cannot be justified by the perceived benefits of doing so. In addition, the Company does not meet the ASX recommendation for a membership of three for this Committee.	
8.2 Disclosure of Executive and Non-Executive remuneration policy	In accordance with ASX Recommendation 8.2 the Company’s remuneration practices are set out as follows. The Company’s Constitution specifies that the total amount of remuneration of non-executive directors shall be fixed from time to time by a general meeting. The current maximum aggregate remuneration of non-executive directors has been set at $300,000 per annum. Directors may apportion any amount up to this maximum amount amongst the non-executive directors as they determine. Directors are also entitled to be paid reasonable travelling, accommodation and other expenses incurred in performing their duties as directors. Non-executive director remuneration is by way of fees and statutory superannuation contributions. Non-executive directors do notparticipate in	

	schemes designed for remuneration of executives nor do they receive options or bonus payments and are not provided with retirement benefits other than salary sacrifice and statutory superannuation. The remuneration of the Managing Director is determined by the Board on the recommendation of the Audit, Governance and Remuneration Committee as part of the terms and conditions of his employment which are subject to review from time to time. The remuneration of employees is determined by the Managing Director subject to the approval of the Board. The Company’s remuneration structure is based on a number of factors including the particular experience and performance of the individual in meeting key objectives of the Company. The Audit, Governance and Remuneration Committee is responsible for assessing relevant employment market conditions and achieving the overall, long term objective of maximising shareholder benefits, through the retention of high quality personnel. From time to time the responsibility for conducting the review of the composition of the Board and the compensation of the Company’s executive directors and senior management is undertaken solely by the Board. The Company does not presently emphasise payment for results through the provision of cash bonus schemes or other incentive payments based on key performance indicators of Monax given the nature of the Company’s business as a publicly listed mineral exploration entity and the current status of its activities. However the Board may approve the payment of cash bonuses from time to time in order to reward individual executive performance in achieving key objectives as considered appropriate by the Board. The Company also has an Employee Share Option Plan approved by shareholders that enables the Board to offer eligible employees options to acquire ordinary fully paid shares in the Company. Under the terms of the Plan, options to acquire ordinary fully paid shares may be offered to the Company’s eligible employees at no cost unless otherwise determined by the Board in accordance with the terms and conditions of the Plan. The objective of the Plan is to align the interests of employees and shareholders by providing employees of the Company with the opportunity to participate in the equity of the Company as an incentive to achieve greater success and profitability for the Company and to maximise the long term performance of the Company. The non-executive directors are not eligible to participate in the Plan. Details of options issued to employees during the 2015 financial year together with details of the terms of the Plan are disclosed in the Remuneration Report section of the Directors’ Report. The employment conditions of the Managing Director are formalised in a contract of employment. The Managing Director’s contract has been terminated effective 11 August 2015 with a three month notice period. The Managing Director is engaged under a service agreement to provide services as required. Further details of Directors’ and Executives’/Officers’ remuneration, superannuation and retirement payments are set out in the Remuneration Report section of the Directors’ Report.
8.3 Policy on hedging equity incentive schemes	The Company does not have a policy regarding the hedging of equity incentive schemes.	