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FREEHILL MINING LIMITED. Governance Information 2017

Oct 5, 2017

64918_rns_2017-10-05_7a0465b2-6162-4ee3-9c78-58cc7bf5c24f.pdf

Governance Information

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Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Freehill Mining Limited

ABN/ARBN ABN/ARBN Financialyear ended
27 091 608 025 30 June 2017

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.freehillmining.com/About/CORPORATE-GOVERNANCESTATEMENT.aspx

The Corporate Governance Statement is accurate and up to date as of 6 October 2017 and has been approved by the board.

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

Date here: 6 October 2017 Sign here: _______ Company Secretary

Print name: Joe Fekete

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.

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 haveNOTfollowed 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 StatementOR
at this location:
http://www.freehillmining.com/About/CORPORATE-GOVERNANCE-
STATEMENT.aspx
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:
in our Corporate Governance Statement
Insert location here
an explanation why that is so
in our Corporate Governance
StatementOR
we are an externally managed
entity and this
recommendation is therefore
not applicable
1.2 A listed entity should:
(a) undertake appropriate checks before
appointing a 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 StatementOR
at this location:
http://www.freehillmining.com/About/CORPORATE-GOVERNANCE-
STATEMENT.aspx
Insert location here
an explanation why that is so
in our Corporate Governance
StatementOR
we are an externally managed
entity and this
recommendation is therefore
not applicable

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 haveNOTfollowed the
recommendation in full for the
whole of the period above. We
have disclosed …
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 StatementOR
at this location:
http://www.freehillmining.com/About/CORPORATE-GOVERNANCE-
STATEMENT.aspx
Insert location here
an explanation why that is so
in our Corporate Governance
StatementOR
we are an externally managed
entity and this
recommendation is therefore
not applicable
1.4 The company secretary of a listed entity
should be accountable directly to the board,
through the chair, on all matters to do with
the proper functioning of the board.
… the fact that we follow this recommendation:
in our Corporate Governance StatementOR
at this location:
http://www.freehillmining.com/About/CORPORATE-GOVERNANCE-
STATEMENT.aspx
Insert location here
 an explanation why that is so in
our Corporate Governance
StatementOR
 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:
… the fact that we have a diversity policy that complies with paragraph (a):
in our Corporate Governance StatementOR
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 StatementOR
at this location:
an explanation why that is so
in our Corporate Governance
StatementOR
 we are an externally managed
entity and this recommendation
is therefore not applicable

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 haveNOTfollowed the
recommendation in full for the
whole of the period above. We
have disclosed …
(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.
Insert location here
… and the information referred to in paragraphs (c)(1) or (2):
in our Corporate Governance StatementOR
at this location:
http://www.freehillmining.com/About/CORPORATE-GOVERNANCE-
STATEMENT.aspx
Insert location here
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 StatementOR
at this location:
http://www.freehillmining.com/About/CORPORATE-GOVERNANCE-
STATEMENT.aspx
Insert location here
… and the information referred to in paragraph (b):
in our Corporate Governance StatementOR
at this location:
http://www.freehillmining.com/About/CORPORATE-GOVERNANCE-
STATEMENT.aspx
Insert location here
 an explanation why that is so in
our Corporate Governance
StatementOR
 we are an externally managed
entity and this recommendation
is therefore not applicable

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 haveNOTfollowed the
recommendation in full for the
whole of the period above. We
have disclosed …
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 StatementOR
at this location:
http://www.freehillmining.com/About/CORPORATE-GOVERNANCE-
STATEMENT.aspx
Insert location here
… and the information referred to in paragraph (b):
in our Corporate Governance StatementOR
at this location:
http://www.freehillmining.com/About/CORPORATE-GOVERNANCE-
STATEMENT.aspx
Insert location here
 an explanation why that is so in
our Corporate Governance
StatementOR
 we are an externally managed
entity and this recommendation
is therefore not applicable

5

Corporate Governance Council We have followed the recommendation in full for We have NOT followed the recommendation the whole of the period above. We have disclosed … recommendation in full for the whole of the period above. We have disclosed …

PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE

Corporate Governance Council
recommendation
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 haveNOTfollowed 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 StatementOR
 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 StatementOR
 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 StatementOR
at this location:
http://www.freehillmining.com/About/CORPORATE-GOVERNANCE-
STATEMENT.aspx
Insert location here
 an explanation why that is so in
our Corporate Governance
StatementOR
 we are an externally managed
entity and this recommendation
is therefore not applicable

6

Corporate Governance Council
recommendation
Corporate Governance Council
recommendation
We have followed the recommendation in full for
the whole of the period above. We have disclosed …
We haveNOTfollowed 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 StatementOR
at this location:
The Board of Directors section of the Annual Report pages 8-9.
Insert location here
 an explanation why that is so in
our Corporate Governance
StatementOR
 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 StatementOR
at this location:
http://www.freehillmining.com/About/CORPORATE-GOVERNANCE-
STATEMENT.aspx
Insert location here
… where applicable, the information referred to in paragraph (b):
 in our Corporate Governance StatementOR
 at this location:
_________
Insert location here
… the length of service of each director:
in our Corporate Governance StatementOR
at this location:
http://www.freehillmining.com/About/CORPORATE-GOVERNANCE-
STATEMENT.aspx
Insert location here
 an explanation why that is so in
our Corporate Governance
Statement

7

Corporate Governance Council
recommendation
Corporate Governance Council
recommendation
We have followed the recommendation in full for
the whole of the period above. We have disclosed …
We haveNOTfollowed the
recommendation in full for the
whole of the period above. We
have disclosed …
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 StatementOR
at this location:
http://www.freehillmining.com/About/CORPORATE-GOVERNANCE-
STATEMENT.aspx
Insert location here
an explanation why that is so
in our Corporate Governance
StatementOR
 we are an externally managed
entity and this
recommendation is therefore
not applicable
2.5 The chair of the board of a listed entity
should be an independent director and, in
particular, should not be the same person as
the CEO of the entity.
… the fact that we follow this recommendation:
in our Corporate Governance StatementOR
at this location:
Insert location here
an explanation why that is so
in our Corporate Governance
StatementOR
 we are an externally managed
entity and this recommendation
is therefore not applicable
2.6 A listed entity should have a program for
inducting
new
directors
and
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 StatementOR
at this location:
http://www.freehillmining.com/About/CORPORATE-GOVERNANCE-
STATEMENT.aspx
 an explanation why that is so in
our Corporate Governance
StatementOR
 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 StatementOR
at this location:
http://www.freehillmining.com/About/CORPORATE-GOVERNANCE-
STATEMENT.aspx
Insert location here
 an explanation why that is so in
our Corporate Governance
Statement

8

Corporate Governance Council
recommendation
Corporate Governance Council
recommendation
We have followed the recommendation in full for
the whole of the period above. We have disclosed …
We haveNOTfollowed 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 StatementOR
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 StatementOR
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 StatementOR
 at this location:
_________
Insert location here
an explanation why that is so
in our Corporate Governance
Statement

9

Corporate Governance Council
recommendation
Corporate Governance Council
recommendation
We have followed the recommendation in full for
the whole of the period above. We have disclosed …
We haveNOTfollowed 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 StatementOR
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 StatementOR
at this location:
http://www.freehillmining.com/About/CORPORATE-GOVERNANCE-
STATEMENT.aspx
Insert location here
 an explanation why that is so in
our Corporate Governance
StatementOR
 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 StatementOR
at this location:
http://www.freehillmining.com/About/Continuous-Disclosure-Policy.aspx
Insert location here
 an explanation why that is so in
our Corporate Governance
Statement

10

Corporate Governance Council
recommendation
Corporate Governance Council
recommendation
We have followed the recommendation in full for
the whole of the period above. We have disclosed …
We haveNOTfollowed the
recommendation in full for the
whole of the period above. We
have disclosed …
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.freehillmining.com/About.aspx
Insert location here
 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 StatementOR
at this location:
http://www.freehillmining.com/About/CORPORATE-GOVERNANCE-
STATEMENT.aspx
Insert location here
 an explanation why that is so in
our Corporate Governance
Statement
6.3 A listed entity should disclose the policies
and processes it has in place to facilitate and
encourage participation at meetings of
security holders.
… our policies and processes for facilitating and encouraging participation at
meetings of security holders:
in our Corporate Governance StatementOR
at this location:
http://www.freehillmining.com/About/CORPORATE-GOVERNANCE-
STATEMENT.aspx
Insert location here
 an explanation why that is so in
our Corporate Governance
StatementOR
 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 StatementOR
at this location:
http://www.freehillmining.com/About/CORPORATE-GOVERNANCE-
STATEMENT.aspx
Insert location here
 an explanation why that is so in
our Corporate Governance
Statement

11

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 haveNOTfollowed 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 StatementOR
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 StatementOR
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 StatementOR
at this location:
http://www.freehillmining.com/About/CORPORATE-GOVERNANCE-
STATEMENT.aspx
Insert location here
 an explanation why that is so in
our Corporate Governance
Statement

12

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 haveNOTfollowed 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 StatementOR
at this location:
http://www.freehillmining.com/About/CORPORATE-GOVERNANCE-
STATEMENT.aspx
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 StatementOR
 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 StatementOR
at this location:
http://www.freehillmining.com/About/CORPORATE-GOVERNANCE-
STATEMENT.aspx
Insert location here
 an explanation why that is so in
our Corporate Governance
Statement

13

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 haveNOTfollowed the
recommendation in full for the
whole of the period above. We
have disclosed …
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 StatementOR
at this location:
http://www.freehillmining.com/About/CORPORATE-GOVERNANCE-
STATEMENT.aspx
Insert location here
 an explanation why that is so in
our Corporate Governance
Statement
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 StatementOR
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 StatementOR
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
employfor settingthe level and composition of remuneration for directors and
an explanation why that is so
in our Corporate Governance
StatementOR
we are an externally managed
entity and this recommendation is
therefore not applicable

14

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 haveNOTfollowed the
recommendation in full for the
whole of the period above. We
have disclosed …
senior executives and ensuring that such remuneration is appropriate and not
excessive:
in our Corporate Governance StatementOR
at this location:
http://www.freehillmining.com/About/CORPORATE-GOVERNANCE-
STATEMENT.aspx
_________
Insert location here
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 StatementOR
at this location:
Pages 5 to 9 of the Company’s Annual Report.
Insert location here
 an explanation why that is so in
our Corporate Governance
StatementOR
 we are an externally managed
entity and this recommendation
is therefore not applicable
8.3 A listed entity which has an equity-based
remuneration scheme should:
(a) have a policy on whether participants are
permitted to enter into transactions
(whether through the use of derivatives
or otherwise) which limit the economic
risk of participating in the scheme; and
(b) disclose that policy or a summary of it.
… our policy on this issue or a summary of it:
in our Corporate Governance StatementOR
at this location:
http://www.freehillmining.com/About/CORPORATE-GOVERNANCE-
STATEMENT.aspx
Insert location here
 an explanation why that is so in
our Corporate Governance
StatementOR
 we do not have an equity-based
remuneration scheme and this
recommendation is therefore
not applicableOR
 we are an externally managed
entity and this recommendation
is therefore not applicable

15

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 haveNOTfollowed the
recommendation in full for the
whole of the period above. We
have disclosed …
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
- Alternative
to
Recommendation 1.1
for
externally managed listed entities:
The responsible entity of an externally
managed listed entity should disclose:
(a) the
arrangements
between
the
responsible entity and the listed entity for
managing the affairs of the listed entity;
(b) the role and responsibility of the board of
the responsible entity for overseeing
those arrangements.
… the information referred to in paragraphs (a) and (b):
 in our Corporate Governance StatementOR
 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 StatementOR
 at this location:
_________
Insert location here
 an explanation why that is so in
our Corporate Governance
Statement

16