GALILEO MINING LTD — Governance Information 2018

May 24, 2018

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ACN 104 114 132

CORPORATE GOVERNANCE STATEMENT

The Board recognises the importance of good corporate governance and establishing the accountability of the Board and management. To the extent relevant and practical, Galileo Mining Limited (the Company) has adopted a corporate governance framework that is consistent with the Corporate Governance Principles and Recommendations (3[rd] Edition) published by ASX Corporate Governance Council (“ Recommendations ”).

The Board has adopted the following suite of corporate governance policies which are available on the Company’s website at www.galileomining.com.au:

	Board Charter		Remuneration and Nomination
	Board Performance Evaluation		Committee Charter
	Policy		Security Trading Policy
	Corporate Code of Conduct		Continuous Disclosure Policy
	Audit and Risk Management		Shareholder Communications
	Committee Charter		Strategy
			Diversity Policy

The Board is committed to administering the policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company's needs.

As the Company’s activities develop in size, nature and scope the implementation of additional corporate governance structures will be given further consideration.

Following admission to the official list of ASX, the Company will be required to report any departures from the Recommendations in its annual financial report. As at the date of this Prospectus the Company complies with the Recommendations other than to the extent set out below.

• No. Recommendation Explanation for non-compliance 2. Structure the Board to add value 2.2 A listed entity should have and disclose a The Company does not have a skills or board skills matrix setting out the mix of diversity matrix in relation to the Board skills and diversity that the board currently members. The Board considers that such a has or is looking to achieve in its matrix is not necessary given the current size membership. and scope of the Company’s operations. The Board may adopt such a matrix at a later time as the Company’s operations grow and evolve.

2.4 A majority of the board of a listed entity should be independent directors.

• The Board currently consists of 2 executive directors and 1 non-executive director, of which 1 is considered by the Board to be an independent director. As a small entity, the Company has at this stage decided to select directors with the expertise and experience to support the Company’s business strategy rather than strictly adhere strictly with these recommendations. The Company will consider ways of restructuring its Board in the future to ensure that a majority of its members are independent.

4. Safeguard integrity in financial reporting

• 4.1 The board of a listed entity should:

• (a) have an audit committee which:

  • (i) has at least 3 members, all of whom are non-executive directors and a majority of whom are independent directors; and

  • (ii) is chaired by an independent director, who is not the chair of the board,

  • and disclose:

  • (iii) the charter of the committee;

  • (iv) the relevant qualifications and experience of the members of the committee; and

• (v) 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 financial reporting, including the processes for the appointment and removal of the

Due to the size of the Board, the Company does not have a separate Audit Committee. The roles and responsibilities of the Audit committee are undertaken by the Board. The full Board in its capacity as the Audit committee is responsible for reviewing the integrity of the Company’s financial reporting and overseeing the independence of the external Auditors. The duties of the full Board in its capacity as the Audit committee are set out in the Company’s Audit Committee Charter which is available at www.galileomining.com.au

When the Board meets as an Audit committee it carries out those functions which are delegated to it in the Company’s Audit Committee Charter. Items that are usually required to be discussed by an Audit Committee are marked as separate agenda items at Board meetings when required.

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 through the engagement period. The Board may otherwise select an external Auditor based on criteria relevant to the Company's business and circumstances.

No.	Recommendation	Explanation for non-compliance
	external Auditor and the rotation of	The performance of the external Auditor is
	the Audit engagement partner.	reviewed on an annual basis by the Board.
		The Board has adopted an Audit Committee
		Charter which describes the role,
		composition, functions and responsibilities of
		the Audit Committee and is disclosed at
		www.galileomining.com.au
7.	Recognise and manage risk
7.1	The board of a listed entity should:	Due to the size of the Board, the Company
	(a) have a committee or committees to oversee risk, each of which:	does not have a separate Risk Committee. The Board is responsible for the oversight of the Company’s risk management and control
	(i) has at least 3 members, a majority	framework.
	of whom are independent directors; and	When the Board meets as a risk committee is carries out those functions which are
	(ii) is chaired by an independent	delegated to it in the Company’s Risk
	director,	Committee Charter. Items that are usually
	and disclose:	required to be discussed by a Risk Committee are marked as separate agenda
	(iii) the charter of the committee;	items at Board meetings when required.
	(iv) the members of the committee;	The Board has adopted a Risk Committee
	and	Charter which describes the role,
	(v) as at the end of each reporting period, the number of times the committee met throughout the	composition, functions and responsibilities of the Risk Committee and is disclosed at www.galileomining.com.au
	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 process it employs for overseeing the entity’s risk management framework.

• 7.3 A listed entity should disclose:

7.3 A listed entity should disclose: The Company does not currently have an internal Audit function however, following (a) if it has an internal Audit function, how admission to the Official List of the ASX the the function is structured and what Company will consider establishing an role it performs; or internal Audit function in the future should the (b) if it does not have an internal Audit need arise. function, that fact and the processes it The Company monitors, evaluates and employs for evaluating and continually improves its risk management and internal improving the effectiveness of its risk control processes in line with the processes management and internal control set out in its Risk Management Policy. A processes. copy of this policy is available at www.galileomining.com.au 8. Remunerate fairly and responsibly

8.1 The board of a listed entity should: Due to the size of the Board, the Company does not have a separate remuneration committee. The roles and responsibilities of

• No. Recommendation Explanation for non-compliance (a) have a remuneration committee which:

a remuneration committee are currently undertaken by the Board.

• (i) has at least 3 members, a majority of whom are independent directors; and

The duties of the full board in its capacity as a remuneration committee are set out in the Company’s Remuneration and Nomination Committee Charter which is available at www.galileomining.com.au

• (ii) is chaired by an independent director,

• and disclose:

When the Board meets as a remuneration committee it carries out those functions which are delegated to it in the Company’s Remuneration and Nomination Committee Charter. Items that are usually required to be discussed by a Remuneration Committee are marked as separate agenda items at Board meetings when required.

• (iii) the charter of the committee;

• (iv) the members of the committee; and

• (v) 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

The Board has adopted a Remuneration and Nomination Committee Charter which describes the role, composition, functions and responsibilities of the Remuneration Committee and is disclosed at www.galileomining.com.au

• (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.