FIRST LITHIUM LIMITED — Governance Information 2021

Jul 12, 2021

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This Corporate Governance Statement for Ookami Limited ( Company ) is current as at 9 July 2021 and has been approved by the board of the Company ( Board ).

This Corporate Governance Statement discloses the extent to which the Company follows the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations 4[th] Edition ( Recommendations ), which were adopted by the Board on 30 June 2020. The Recommendations are not mandatory, however the Recommendations that have not been followed have been identified and reasons for not following them, along with what (if any) alternative governance practices have been adopted in lieu of the Recommendation.

The Company has adopted Corporate Governance Policies which provide written terms of reference for the Company’s corporate governance practices. The Board has not yet formed an audit committee, nomination committee, risk management committee or remuneration committee and has recently appointed a Managing Director, choosing to handle these functions as a Board due to the size and nature of the business.

The Company’s Corporate Governance Policies are contained within the Corporate Governance Plan and available on the Company’s website at www.ookami.com.au/about/.

Principle 1: Lay solid foundations for management and oversight

Roles of the Board & Management

The role of the Board is to provide overall strategic guidance and effective oversight of management. The Board derives its authority to act from the Company’s Constitution.

The Board is responsible for and has the authority to determine all matters relating to the strategic direction, policies, practices, establishing goals for management and the operation of the Company. The Board delegates responsibility for the day-to-day operations and administration of the Company to the Chief Executive Officer/Managing Director (where one is appointed).

The role of management is to support the Chief Executive Officer/Managing Director (where one is appointed) and implement the running of the general operations and financial business of the Company, in accordance with the delegated authority of the Board. The Company appointed a Managing Director on 15 April 2021 and he carries out the executive role with all other duties being carried out by the Board.

In addition to matters it is expressly required by law to approve, the Board has reserved the following matters to itself:

• overseeing the Company, including its control and accountability systems;

• appointment, evaluation, rewarding and if necessary the removal of the Chief Executive Officer (or equivalent), the Company Secretary and senior management personnel;

• ratifying the appointment, and where appropriate, the removal, of senior executives;

• in conjunction with members of the senior management team, develop corporate objectives, strategies and operations plans and approve and appropriately monitor plans, new investments, major capital and operating expenditures, use of capital, acquisitions, divestitures and major funding activities;

• establishing appropriate levels of delegation to the executive Directors to allow them to manage the business efficiently;

• • monitoring actual performance against planned performance expectations and reviewing operating information at a requisite level, to understand at all times the financial and operating conditions of the Company, including the reviewing and approving of annual budgets;

• monitoring the performance of senior management, including the implementation of strategy, and ensuring appropriate resources are available to them;

• identifying areas of significant business risk and ensuring that the Company is appropriately positioned to manage those risks;

• overseeing the management of safety, occupational health and environmental matters;

• satisfying itself that the financial statements of the Company fairly and accurately set out the financial position and financial performance of the Company for the period under review;

• satisfying itself that there are appropriate reporting systems and controls in place to assure the Board that proper operational, financial, compliance, and internal control processes are in place and functioning appropriately;

• ensuring that appropriate internal and external audit arrangements are in place and operating effectively;

• reporting accurately to shareholders, on a timely basis; and

• ensuring that the Company acts legally and responsibly on all matters and assuring itself that the Company has adopted, and that its practice is consistent with, a number of guidelines including:

• Code of Conduct;

• Continuous Disclosure Policy;

• Diversity Policy;

• Performance Evaluation Practices;

• Procedures for Selection and Appointment of Directors;

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• Remuneration Policy;

• Risk Management Review Procedure and Internal Compliance and Control;

• Securities Trading Policy; and

• Shareholders Communication Strategy.

Subject to the specific authorities reserved to the Board under the Board Charter, the Board delegates to the Chief Executive Officer/Managing Director, where one is employed, responsibility for the management and operation of the Company. The Chief Executive Officer/Managing Director is responsible for the day-to-day operations, financial performance and administration of the Company within the powers authorised to him from time-to-time by the Board. The Chief Executive Officer/Managing Director may make further delegation within the delegations specified by the Board and will be accountable to the Board for the exercise of those delegated powers. The Board handles all tasks generally performed by the Chief Executive Officer/Managing Director.

Further details of Board responsibilities, objectives and structure are set out in the Board Charter which is contained within the Corporate Governance Plan available on the Company's website.

Board Committees

The Board considers that the Company is not currently of a size, nor are its affairs of such complexity to justify the formation of separate committees at this time including audit and risk, remuneration or nomination committees, preferring at this stage of the Company’s development, to manage the Company through the full Board of Directors. The Board assumes the responsibilities normally delegated to the Audit and Risk Committee and Remuneration and Nomination Committee.

If the Company’s activities increase, in size, scope and nature, the appointment of separate committees will be reviewed by the Board and implemented if considered appropriate.

Board Appointments

The Company undertakes comprehensive reference checks prior to appointing a director or putting that person forward as a candidate to ensure that person is competent, experienced, and would not be impaired in any way from undertaking the duties of director. The Company provides relevant information to shareholders for their consideration about the attributes of candidates together with whether the Board supports the appointment or re-election.

The terms of the appointment of a non-executive director, executive directors and senior executives are agreed upon and set out in writing at the time of appointment.

The Company Secretary

The Company Secretary is accountable directly to the Board, through the Chairman, on all matters to do with the proper functioning of the Board, including agendas, Board papers and minutes, advising the Board and its Committees (as applicable) on governance matters, monitoring that the Board and Committee policies and procedures are followed, communication with regulatory bodies and the ASX and statutory and other filings.

Diversity

The Board has adopted a Diversity Policy which provides a framework for the Company to establish and achieve measurable diversity objectives, including in respect to gender, age, ethnicity and cultural diversity. The Diversity Policy allows the Board to set measurable gender diversity objectives (if considered appropriate) and to assess annually both the objectives (if any have been set) and the Company’s progress towards achieving them.

The Board considers that, due to the size, nature and stage of development of the Company, setting measurable objectives for the Diversity Policy at this time is not appropriate. The Board will consider setting measurable objectives as the Company increases in size and complexity.

The participation of women in the Company at the date of this report is as follows:

• Women employees in the Company None

• • Women in senior management positions None • Women on the Board None

The Company’s Diversity Policy is contained within the Corporate Governance Plan available on the Company's website.

Board & Management Performance Review

On an annual basis, the Board conducts a review of its structure, composition and performance.

The annual review includes consideration of the following measures:

• comparison of the performance of the Board against the requirements of the Board charter;

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• assessment of the performance of the Board over the previous twelve months having regard to the corporate strategies, operating plans and the annual budget;

• review the Board’s interaction with management -when applicable;

• identification of any particular goals and objectives of the Board for the next year;

• review the type and timing of information provided to the directors; and

• identification of any necessary or desirable improvements to Board or committee charters.

The method and scope of the performance evaluation will be set by the Board and may include a Board self-assessment checklist to be completed by each Director. The Board may also use an independent adviser to assist in the review.

The Chairman has primary responsibility for conducting performance appraisals of Non-Executive Directors, in conjunction with them, having particular regard to:

• contribution to Board discussion and function;

• degree of independence including relevance of any conflicts of interest;

• availability for and attendance at Board meetings and other relevant events;

• contribution to Company strategy;

• membership of and contribution to any Board committees; and

• suitability to Board structure and composition.

The Board conducts an annual performance assessment of the Chief Executive Officer/Managing Director against agreed key performance indicators.

The Chief Executive Officer/Managing Director – when one is appointed - conducts an annual performance assessment of senior executives against agreed key performance indicators.

Due to the recent changes in the Board, completion of acquisitions and size of the Company, no formal appraisal of the Board has been conducted.

Independent Advice

Directors have a right of access to all Company information and executives. Directors are entitled, in fulfilling their duties and responsibilities, to seek independent external professional advice as considered necessary at the expense of the Company, subject to prior consultation with the Chairman. A copy of any such advice received is made available to all members of the Board.

Principle 2: Structure the board to add value

Board Composition

During the financial year and as at the date of this report the Board was comprised of the following members:

Mr Faldi Ismail	Non-Executive Chairman (appointed 5 June 2015 and resigned 9 July 2021)
Mr Joseph van den Elsen	Managing Director (appointed Non-executive Director on 3 September 2020 and Managing
	Director on 15 April 2021)
Mr John CIganek	Non-executive Chairman (appointed 9 December 2020)
Mr Emmanuel Correia	Non-executive Director (appointed 9 July 2021)
Mr Brendan de Kauwe	Non-Executive Director (appointed 5 June 2015 and resigned 26 November 2020)
Ms Emma Poposka	Non-Executive Director (appointed 30 January 2018 and resigned 3 September 2020)

The Board comprises of the majority of Non-Executive Directors and the Managing Director/Chief Executive Officer does not carry out the same role as the Non-executive Chairman.

The Company has adopted a definition of 'independence' for Directors that is consistent with the Recommendations. The Board considers Mr Ciganek and Mr Correia to be independent.

Mr Ciganek, the Non-Executive Chairman, is considered independent as he does not have any day to day management of the Company or a substantial shareholding.

Board Selection Process

The Board considers that a diverse range of skills, backgrounds, knowledge and experience is required in order to effectively govern the Company. The Board believes that orderly succession and renewal contributes to strong corporate governance and is achieved by careful planning and continual review.

The Board is responsible for the nomination and selection of directors. The Board reviews the size and composition of the Board regularly and at least once a year as part of the Board evaluation process.

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The Board has developed a skills matrix considered suitable for the Board at its current stage and into the future, taking into account its current strategy, operations and expectations for changes in the nature and scope of its activities. The Board skills matrix identifies a mix of areas the Board should collectively hold across its membership, including experience in the financial services industry, software, finance and executive management. The Board is satisfied that the identified skills are well represented in the current Board.

Induction of New Directors and Ongoing Development

New Directors are issued with a formal Letter of Appointment that sets out the key terms and conditions of their appointment, including Director's duties, rights and responsibilities, the time commitment envisaged, and the Board's expectations regarding involvement with any Committee work.

An induction program is in place and new Directors are encouraged to engage in professional development activities to develop and maintain the skills and knowledge needed to perform their role as Directors effectively.

Principle 3: Instil a culture of acting lawfully, ethically and responsibly

The Company has adopted core business values which are documented in the Company’s Corporate Governance Plan.

The Company has implemented a Code of Conduct, which provides a framework for decisions and actions in relation to ethical conduct in employment. It underpins the Company’s commitment to integrity and fair dealing in its business affairs and to a duty of care to all employees, clients and stakeholders.

All employees and Directors are expected to:

• respect the law and act in accordance with it;

• maintain high levels of professional conduct;

• respect confidentiality and not misuse Company information, assets or facilities;

• avoid real or perceived conflicts of interest;

• act in the best interests of shareholders;

• by their actions contribute to the Company’s reputation as a good corporate citizen which seeks the respect of the community and environment in which it operates;

• perform their duties in ways that minimise environmental impacts and maximise workplace safety;

• exercise fairness, courtesy, respect, consideration and sensitivity in all dealings within their workplace and with customers, suppliers and the public generally; and

• act with honesty, integrity, decency and responsibility at all times.

An employee that breaches the Code of Conduct may face disciplinary action including, in the cases of serious breaches, dismissal. If an employee suspects that a breach of the Code of Conduct has occurred or will occur, he or she must report that breach to the Company Secretary, or in their absence, the Chairman. No employee will be disadvantaged or prejudiced if he or she reports in good faith a suspected breach. All reports will be acted upon and kept confidential.

The Company has adopted a whistleblower policy and an anti-bribery and corruption policy and the Board is informed of any material incidents/breaches reported under those policies.

Principle 4: Safeguard integrity in corporate reporting

The Board as a whole fulfills to the functions normally delegated to the Audit Committee as detailed in the Audit Committee Charter.

The Board is responsible for the initial appointment of the external auditor and the appointment of a new external auditor when any vacancy arises. Candidates for the position of external auditor must demonstrate complete independence from the Company throughout the engagement period. The Board may otherwise select an external auditor based on criteria relevant to the Company’s business and circumstances. The performance of the external auditor is reviewed on an annual basis by the Board.

The Board receives regular reports from management and from external auditors. It also meets with the external auditors as and when required.

The external auditors attend the Company's annual general meeting and are available to answer questions from security holders relevant to the audit.

Prior approval of the Board must be gained for non-audit work to be performed by the external auditor. There are qualitative limits on this non-audit work to ensure that the independence of the auditor is maintained.

There is also a requirement that the lead engagement partner responsible for the audit not perform in that role for more than five years.

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CEO and CFO Certifications

The Board, before it approves the entity’s periodic reports and financial statements, receives from its Managing Director and its CFO equivalent (or, if none, the persons fulfilling those functions) a declaration provided in accordance with section 295A of the Corporations Act 2001 (Cth) ( Corporations Act ) 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.

Principle 5: Make timely and balanced disclosure

The Company has a Continuous Disclosure Policy which outlines the disclosure obligations of the Company as required under the ASX Listing Rules and Corporations Act. The policy is designed to ensure that procedures are in place so that the market is properly informed of matters which may have a material impact on the price at which Company securities are traded.

The Board considers whether there are any matters requiring disclosure in respect of each and every item of business that it considers in its meetings. Individual Directors are required to make such a consideration when they become aware of any information in the course of their duties as a Director of the Company.

The Company is committed to ensuring all investors have equal and timely access to material information concerning the Company.

The Board has designated the Company Secretary as the person responsible for communicating with the ASX. All key announcements are reviewed by all members of the Board.

The Managing Director/Chief Executive Officer (when one is appointed), the Board and the Company Secretary are responsible for ensuring that:

• company announcements are made in a timely manner, that announcements are factual and do not omit any material information required to be disclosed under the ASX Listing Rules and Corporations Act; and

• company announcements are expressed in a clear and objective manner that allows investors to assess the impact of the information when making investment decisions.

Principle 6: Respect the rights of security holders

The Company recognises the value of providing current and relevant information to its shareholders. The Board aims to ensure that the shareholders are informed of all major developments affecting the Company’s state of affairs.

The Company respects the rights of its shareholders and to facilitate the effective exercise of those rights the Company is committed to:

• communicating effectively with shareholders through releases to the market via ASX, the company website, information posted or emailed to shareholders and the general meetings of the Company;

• giving shareholders ready access to clear and understandable information about the Company; and

• making it easy for shareholders to participate in general meetings of the Company.

The Company also makes available a telephone number and email address for shareholders to make enquiries of the Company. These contact details are available at www.ookami.com.au/contact/.

Shareholders may elect to, and are encouraged to, receive communications from the Company and the Company's securities registry electronically. The contact details for the registry are available at www.ookami.com.au/investor/.

The Company maintains information in relation to its Constitution, governance documents, Directors and senior executives, Board and committee charters, annual reports and ASX announcements on the Company’s website.

Principle 7: Recognise and manage risk

The Board is committed to the identification, assessment and management of risk throughout the Company's business activities.

The Board is responsible for the oversight of the Company’s risk management and internal compliance and control framework. The Company does not have an internal audit function. Responsibility for control and risk management is delegated to the appropriate level of management within the Company with the Managing Director/Chief Executive Officer having ultimate responsibility to the Board for the risk management and internal compliance and control framework. The Company has established policies for the oversight and management of material business risks.

The Company's Risk Management and Internal Compliance and Control Policy recognises that risk management is an essential element of good corporate governance and fundamental in achieving its strategic and operational objectives. Risk management

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improves decision making, defines opportunities and mitigates material events that may impact security holder value.

The Company believes that explicit and effective risk management is a source of insight and competitive advantage. To this end, the Company is committed to the ongoing development of a strategic and consistent enterprise wide risk management program, underpinned by a risk conscious culture.

The Company accepts that risk is a part of doing business. Therefore, the Company’s Risk Management and Internal Compliance and Control Policy is not designed to promote risk avoidance. Rather, the Company 's approach is to create a risk conscious culture that encourages the systematic identification, management and control of risks whilst ensuring we do not enter into unnecessary risks or enter into risks unknowingly.

The Company assesses its risks on a residual basis; that is it evaluates the level of risk remaining and considering all the mitigation practices and controls. Depending on the materiality of the risks, the Company applies varying levels of management plans.

The Board regularly assesses specific business areas where there may exist significant business risk or exposure. The Company faces risks inherent to its business, including economic risks, which may materially impact the Company’s ability to create or preserve value for security holders over the short, medium or long term. The Company has in place policies and procedures, including a risk management framework (as described in the Company’s Risk Management and Internal Compliance and Control Policy), which is developed and updated to help manage these risks. The Board does not consider that the Company currently has any material exposure to environmental or social sustainability risks.

The Company’s process of risk management and internal compliance and control includes:

• identifying and measuring risks that might impact upon the achievement of the Company’s goals and objectives, and monitoring the environment for emerging factors and trends that affect those risks;

• formulating risk management strategies to manage identified risks, and designing and implementing appropriate risk management policies and internal controls; and

• monitoring the performance of, and improving the effectiveness of, risk management systems and internal compliance and controls, including regular assessment of the effectiveness of risk management and internal compliance and control.

The Board review’s the Company’s risk management framework at least annually to ensure that it continues to effectively manage risk.

Management reports to the Board as to the effectiveness of the Company’s management of its material business risks at each Board meeting.

Principle 8: Remunerate fairly and responsibly

The Board as a whole fulfills to the functions normally delegated to the Remuneration Committee as detailed in the Remuneration Committee Charter.

The Company has implemented a Remuneration Policy which was designed to recognise the competitive environment within which the Company operates and also emphasise the requirement to attract and retain high caliber talent in order to achieve sustained improvement in the Company’s performance. The overriding objective of the Remuneration Policy is to ensure that an individual’s remuneration package accurately reflects their experience, level of responsibility, individual performance and the performance of the Company.

• The key principles are to:

• review and approve the executive remuneration policy to enable the Company to attract and retain executives and Directors who will create value for shareholders;

• ensure that the executive remuneration policy demonstrates a clear relationship between key executive performance and remuneration;

• fairly and responsibly reward executives having regard to the performance of the Group, the performance of the executive and the prevailing remuneration expectations in the market;

• remunerate fairly and competitively in order to attract and retain top talent;

• recognise capabilities and promote opportunities for career and professional development; and

• review and approve equity based plans and other incentive schemes to foster a partnership between employees and other security holders.

The Board determines the Company’s remuneration policies and practices and assesses the necessary and desirable competencies of Board members. The Board is responsible for evaluating Board performance, reviewing Board and management succession plans and determines remuneration packages for the Chief Executive Officer, Non-Executive Directors and senior management based on an annual review.

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The Company’s executive remuneration policies and structures and details of remuneration paid to directors and key management personnel (where applicable) are set out in the Remuneration Report.

Non-Executive Directors receive fees (including statutory superannuation where applicable) for their services, the reimbursement of reasonable expenses and, in certain circumstances options.

The maximum aggregate remuneration for Non-Executive Directors is $300,000 per annum as disclosed within the Company’s constitution which may be varied from time to time by the Shareholders in general meeting. Further information relating to amounts paid to Non-executive Directors are included in the Company’s Annual Reports.

Executive directors and other senior executives (where appointed) are remunerated using combinations of fixed and performance based remuneration. Fees and salaries are set at levels reflecting market rates and performance based remuneration is linked directly to specific performance targets that are aligned to both short and long term objectives.

The Company prohibits Directors and employees from entering into any transaction that would have the effect of hedging or otherwise transferring the risk of any fluctuation in the value of any unvested entitlement in the Company’s securities to any other person.

Further details in relation to the company’s remuneration policies are contained in the Remuneration Report, within the Directors’ report.

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