GALILEO MINING LTD — Governance Information 2019

Sep 19, 2019

Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity:

Galileo Mining Ltd

ABN / ARBN:

70 104 114 132

Financial year ended:

30 June 2019

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

☐ These pages of our annual report:

• • http://www.galileomining.com.au/about us/corporate governance/ ☒ This URL on our website:

The Corporate Governance Statement is accurate and up to date as at 19 September 2019 and has been approved by the Board.

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

Date: 19 September 2019

Name of Secretary authorising lodgement:

Mathew Whyte – 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. You can, if you wish, delete the option which is not applicable.

Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection.

Page 1

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

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]

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
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 [insert location] … 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 http://www.galileomining.com.au/about-us/corporate- governance/	☐ 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 [insert 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
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 [insert 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
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 [insert 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

4 If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

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 …4
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 StatementOR ☐at [insert location] … and a copy of our diversity policy or a summary of it: ☒http://www.galileomining.com.au/about-us/corporate- governance/… and 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 [insert location] … and the information referred to in paragraphs (c)(1) or (2): ☒in our Corporate Governance StatementOR ☐at [insert 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
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 [insert location] … and the information referred to in paragraph (b): ☒in our Corporate Governance StatementOR ☐at [insert 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
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 [insert location] … and the information referred to in paragraph (b): ☒in our Corporate Governance StatementOR ☐at [insert 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

Page 3

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]

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
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 [insert location] … and a copy of the charter of the committee: ☐at [insert location] … and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance StatementOR ☐at [insert location] [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 [insert 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
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 [insert 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

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 …4
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 [insert location] … and, where applicable, the information referred to in paragraph (b): ☒in our Corporate Governance StatementOR ☐at [insert location] … and the length of service of each director: ☒in our Corporate Governance StatementOR ☐at [insert location]	☐ 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 StatementOR ☐at [insert 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
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 [insert 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
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 [insert 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
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 http://www.galileomining.com.au/about-us/corporate-	☐an explanation why that is so in our Corporate Governance Statement

Page 5

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the We have NOT followed the recommendation in full for the whole period above. We have disclosed … of the period above. We have disclosed …[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 …4
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 [insert location] … and a copy of the charter of the committee: ☐at [insert location] … and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance StatementOR ☐at [insert location] [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 [insert location]	☒ an explanation why that is so in our Corporate Governance Statement
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 [insert location]	☐ 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
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 [insert location]	☐ 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 [insert location]	☐ 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 http://www.galileomining.com.au/about-us/corporate-	☐ 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 [insert location]	☐ 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 [insert location]	☐ 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 [insert location]	☐ an explanation why that is so in our Corporate Governance Statement

Page 7

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the We have NOT followed the recommendation in full for the whole period above. We have disclosed … of the period above. We have disclosed …[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 …4
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 [insert location] … and a copy of the charter of the committee: ☐at [insert location] … and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance StatementOR ☐at [insert location] [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 [insert location]	☒ an explanation why that is so in our Corporate Governance Statement
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 board or a committee of the board reviews the entity’s risk management framework at least annually to satisfy itself that it continues to be sound: ☒in our Corporate Governance StatementOR ☐at [insert location] … and that such a review has taken place in the reporting period covered by this Appendix 4G: ☒in our Corporate Governance StatementOR ☐at [insert location]	☐ 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
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 [insert location] [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 [insert location]	☒ 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 StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement

Page 9

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the We have NOT followed the recommendation in full for the whole period above. We have disclosed … of the period above. We have disclosed …[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 …4
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 [insert location] … and a copy of the charter of the committee: ☐at [insert location] … and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance StatementOR ☐at [insert location] [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 StatementOR ☐at [insert 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
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 [insert 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
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 [insert location]	☐ an explanation why that is so in our Corporate Governance StatementOR ☐ w e 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

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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
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):N/A ☐in our Corporate Governance StatementOR ☐at [insert location]	☐ 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 [insert location]N/A	☐ an explanation why that is so in our Corporate Governance Statement

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CORPORATE GOVERANCE STATEMENT

Galileo Mining Ltd ( Galileo or the Company ) is committed to high standards of corporate governance whereby the Board of Directors ( Board ) are accountable to stakeholders. The Board is responsible for the overall corporate governance of the Company, and it recognises the need for the highest standards of ethical behaviour and accountability. The Board has developed policies to ensure that an appropriate level of corporate governance is in place to promote integrity and responsible decision making. These policies are reviewed regularly by the Board to ensure they are relevant and meet the needs of stakeholders.

This Corporate Governance Statement ( Statement ) has been prepared on the basis of disclosure under the Corporate Governance Principles and Recommendations (3[rd] Edition) published by ASX Corporate Governance Council (“ASX Recommendations” ). This Statement describes how the Company has addressed the eight corporate governance principles of the ASX Recommendations during the year ended 30 June 2019.

Where the Company’s corporate governance practices depart from an ASX Recommendation, the Company discloses the reason for adoption of its own practices on an ‘if not, why not’ basis. Given the size and stage of development of the Company and the cost of strict compliance with all ASX Recommendations, the Board has adopted a range of modified procedures and practices where it considers appropriate to enable it to meet the principles of good corporate governance.

As at the date of this Statement, set out below, the Company is substantially compliant with the ASX Recommendations.

Further information on the Company’s corporate governance policies can be found on the Company’s website at http://www.galileomining.com.au/about‐us/corporate‐governance/ including:

• Board Charter

• Board Performance Evaluation Policy

• Code of Conduct

• Audit and Risk Management Committee Charter

• Remuneration and Nomination Committee Charter

• Securities Trading Policy

• Continuous Disclosure Policy

• Shareholder Communications Policy

• Diversity Policy

• Social Media Policy

• Whistleblower Policy

This Statement is current as at 19 September 2019 and has been approved by the Board.

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ASX Principle and Recommendation Compliance	Explanation
(Yes/No)
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1 Yes	Galileo has adopted a Board Charter which discloses the roles and
A listed entity should disclose:	responsibilities of the Board and senior management.
(a) the respective roles and	Under the Board Charter, the Board is responsible for the overall
responsibilities of its board and	operation and stewardship of Galileo (and any subsidiaries), including
management; and	charting the direction, strategies and financial objectives for the
	Company, monitoring the implementation of those policies, strategies
(b) those matters expressly reserved to	and financial objectives, and monitoring compliance with regulatory
the board and those delegated to	requirements and ethical standards.
management.
	A copy of the Board Charter is available at:
	http://www.galileomining.com.au/about‐us/corporate‐governance/
Recommendation 1.2 Yes	Galileo has conducted background checks of candidates for new
A listed entity should:	Director positions prior to their appointment or nomination for election by Shareholders, including checks as to good character,
(a) undertake appropriate checks before appointing a person, or	experience, education, qualifications, criminal history and bankruptcy.
putting forward to security holders a
candidate for election, as a director;	As a matter of practice, Galileo will include in its notices of meeting a
and	brief biography and other material information in relation to each
	Director who stands for election or re‐election. The biography will set
(b) provide security holders with all	out (amongst other things) the relevant qualifications and
material information relevant to a	professional experience of the nominated Director for consideration
decision on whether or not to elect	by Shareholders.
or re‐elect a director.
Recommendation 1.3 Yes	Galileo engages or employs its Directors and other senior executives
A listed entity should have a written agreement with each director and senior	under written agreements setting out key terms and otherwise governing their engagement or employment by the Company.
executive setting out the terms of their	The Managing Director is employed pursuant to a written
appointment.	employment agreement with Galileo. The Technical Director is
	engaged pursuant to a consultancy agreement and the Non‐Executive
	Chairman is engaged under an engagement letter.
Recommendation 1.4 Yes	The Company Secretary reports directly, and is accountable, to the
The company secretary of a listed entity	Board through the Chairperson in relation to all governance matters.
should be accountable directly to the	Company Secretary advises and supports the Board members on
board, through the chair, on all matters to	general governance matters, implements adopted governance
do with the proper functioning of the	procedures, and coordinates circulation of meeting agendas and
board.	papers.
Recommendation 1.5 Yes	The Company has adopted a Diversity Policy a copy of which can be
A listed entity should:	found on the Company’s website:
	http://www.galileomining.com.au/about‐us/corporate‐governance/
(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	Diversity includes, but is not limited to, gender, age, ethnicity and cultural background. The Diversity Policy outlines requirements for the Board to develop objectives for achieving diversity, and to annually assess both the objectives and the progress in achieving those objectives. Given the current phase of the Company’s life cycle, the Board has determined that it is notpracticable to set measurable

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ASX Principle and Recommendation	Compliance	Explanation
	(Yes/No)
achieving them;		objectives for achieving gender diversity objectives. To assist in
(b) disclose that policy or a summary of it; and		fostering diversity, the Company takes diversity of background into account (in additional to skills and experience in the specified field) when selecting new Directors, senior management and employees.
(c) disclose as at the end of each		At the date of this Statement women on the Board and in senior
reporting period the measurable		management positions was nil and the proportion of women in the
objectives for achieving gender		Company’s overall workforce was 25%.

• (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.

Recommendation 1.6			Yes	Galileo has adopted a Board Performance Evaluation Policy a copy of
A listed entity should:				which can be found on the Company’s website: http://www.galileomining.com.au/about‐us/corporate‐governance/
(a) have and disclose a process		for
periodically evaluating		the		The Board undergoes periodic formal and informal assessment
performance of the board,		its		processes. A formal process of Board review requires each Director to
committees and individual directors;				complete a questionnaire relating to the role, composition,
and				procedures, practices and behavior of the Board and its members.
				Responses to the questionnaires are confidential and provided
(b) disclose, in relation to	each			directly to the Chair. The Board then holds a facilitated discussion
reporting period, whether		a		during which each Board member has the opportunity to raise any
performance evaluation		was		matter, suggestion for improvement or criticism with the Board. The
undertaken in the reporting	period			Chair of the Board may also meet individually with each Board
in accordance with that process.				member to discuss their performance. Executive directors may also
				meet to discuss the performance of the Chair. Directors also regularly
				provide informal feedback to one another regarding individual
				performance.

A informal performance evaluation was carried out during the past year. The Board was satisfied that it fulfilled its role effectively.

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ASX Principle and Recommendation Compliance	Explanation
(Yes/No)
Recommendation 1.7 Yes	Galileo has adopted a Board Performance Evaluation Policy a copy of
A listed entity should:	which can be found on the Company’s website: http://www.galileomining.com.au/about‐us/corporate‐governance/
(a) have and disclose a process for	The board will oversee the performance evaluation of the executive
periodically evaluating the	team. This evaluation is based on specific criteria, including the
performance of its senior	business performance of the Company and its subsidiaries, whether
executives; and	strategic objectives are being achieved and the development of
(b) disclose in relation to each reporting	management and personnel.
period, whether a performance	A performance evaluation and review was conducted during the
evaluation was undertaken in the	reporting period.
reporting period in accordance with
that process.
Principal 2: Structure the Board to add value
Recommendation 2.1 No	The Board does not have a separate nomination committee and does
The board of a listed entity should:	not believe it is necessary given the current Board comprises of only
	three Directors. Therefore, the Company is not in compliance with
(a) have a nomination committee	ASX Recommendation 2.1.
which:
(1) has at least three members, a	The Company does have a Remuneration and Nomination Committee
majority of whom are	Charter. The full Board considers the matters and issues outlined in
independent directors; and	the Charter. The Board considers that, given the current size and
(2) is chaired by an independent	scope of the Company’s operations, efficiencies or other benefits
director,	would not be gained by establishing a separate nomination
and disclose:	committee.
(3) the charter of the committee;	Under the Board Charter, candidacy for the Board is based on merit
(4) the members of the	against objective criteria with a view to maintaining an appropriate
committee; and	balance of skills and experience. As a matter of practice, candidates
(5) as at the end of each reporting	for the office of Director are individually assessed by the Chairman
period, the number of times	and the Managing Director before appointment or nomination to
the committee met throughout	ensure they possess the relevant skills, experience, personal
the period and the individual	attributes and capability to devote the necessary time and
attendances of the members at	commitment to the role.
those meetings; or
(b) if it does not have a nomination committee, disclose that fact and the processes it employs to address	The Board intends to reconsider the requirement for, and benefits of, a separate nomination committee as the Company’s operations grow and evolve.
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.
Recommendation 2.2 Yes	A profile of each Director setting out their skills, experience, expertise
A listed entity should have and disclose a board skills matrix setting out the mix of	and period of office is set out in the Directors Report in the Annual Report.
skills and diversity that the board	A summary of the key skills and experience comprised within the
currently has or is looking to achieve in its	Board are as follows:
membership.

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ASX Principle and Recommendation Compliance (Yes/No)		Explanation
	BOARD SKILLS MATRIX	Competency Relevant industry experience from working within the resources sector. Executive exposure to accounting and financial reporting and requirements, internal financial controls and financial risk assessment. Experience in the Governance of organisations. Experience in developing and implementing strategy successfully as well as having experience in identifying risk and managing to acceptable levels. Experience in remuneration frameworks. Management experience at an executive level.
	Skills and Experience	Competency
	Mining and Processing	Relevant industry experience from working within the resources sector.
	Commercial	Executive exposure to accounting and financial reporting and requirements, internal financial controls and financial risk assessment.
	Governance	Experience in the Governance of organisations.
	Strategy	Experience in developing and implementing strategy successfully as well as having experience in identifying risk and managing to acceptable levels.
	Human Resources	Experience in remuneration frameworks.
	Executive Leadership	Management experience at an executive level.

Recommendation 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 of the Recommendations 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

Yes

At the date of this Statement, the Company’s Chairman, Mr. Simon Jenkins, is considered by the Board (excluding Mr. Jenkins) to be independent as he is not an executive of the Company and is not a substantial shareholder in the Company. Mr. Jenkins was appointed Chairman on 13 September 2017.

The Company’s two other Directors, Mr. Brad Underwood (appointed 13 September 2017) and Mr. Noel O’Brien (appointed 6 February 2018) are not considered to be independent as both are executives of the Company.

• (c) the length of service of each director.

Recommendation 2.4

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

No The Board currently consists of 2 executive directors and 1 non‐ executive director of which one is considered by the Board to be independent. 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

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ASX Principle and Recommendation	Compliance	Explanation
	(Yes/No)
		these recommendations. The Company will consider ways of
		restructuring its Board in the future to ensure that a majority of its
		members are independent.
Recommendation 2.5	Yes	The Chairman of Galileo, Mr. Simon Jenkins, is considered to be an
The chair of the board of a listed entity		independent director and the roles of Chairman and Managing
should be an independent director and, in		Director are exercised by different persons.
particular, should not be the same person
as the CEO of the entity.		.
Recommendation 2.6	Yes	The Company does provide new Directors with all information and
A listed entity should have a program for		access needed to undertake the role and organises site visits for new
inducting new directors and provide		Directors.
appropriate professional development
opportunities for directors to develop		All Directors are experienced in exploration and mining company
and maintain the skills and knowledge		operations, albeit in different aspects (e.g. technical, operations,
needed to perform their role as directors		finance, legal and corporate governance etc), and most have
effectively.		extensive listed company experience. Current Directors are also
		involved, or been involved, in other listed companies. The Board
		seeks to ensure that all of its members understand the Company’s
		operations, including where practical site visits. Directors also attend,
		on behalf of the Company and otherwise, technical and commercial
		seminars and industry conferences which enable them to maintain
		their understanding of industry matters and technical advancements.

Principal 3: Act ethically and responsibly
Recommendation 3.1	Yes

The Board believes that the success of the Company has been and will continue to be enhanced by a strong ethical culture within the organisation.

A listed entity should:

• (a) have a code of conduct for its directors, senior executives and employees; and

Accordingly, the Company has established a Code of Conduct which sets out the standards with which the Directors, officers, managers, employees and consultants of the Company are expected to comply in relation to the affairs of the Company’s business and when dealing with each other, shareholders and the broader community.

• (b) disclose that code or a summary of it.

The Code of Conduct sets out the Company’s policies on various matters, including the following:

• compliance with applicable laws, rules and regulation;

• conflicts of interest;

• fair trading;

• related party transactions;

• dealings with the Company’s assets and property;

• use and confidentiality of information;

• continuous disclosure and securities trading (also covered by discrete policies);

• health, safety and environment;

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ASX Principle and Recommendation	Compliance		Explanation
	(Yes/No)
			employment practices; and
			gifts and entertainment.

The Code of Conduct also outlines the procedure for reporting any breaches of the Code of Conduct and the possible disciplinary action the Company may take in respect of any breaches.

In addition to their obligations under the Corporations Act in relation to inside information, all Directors, employees and consultants have a duty of confidentiality to the Company in relation to confidential information they possess.

In fulfilling their duties, each Director dealing with corporate governance matters may obtain independent professional advice at the Company’s expense, subject to prior approval of the Chairman, whose approval will not be unreasonably withheld. A copy of the Code of Conduct is available at the Company’s website: http://www.galileomining.com.au/about‐us/corporate‐governance/

Principal 4: Safeguard integrity in corporate reporting

Recommendation 4.1 No

The board of a listed entity should:

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 full Board.

• (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:

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.

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.

• (3) the charter of the committee;

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. The performance of the external Auditor is 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.

• (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. committee, disclose that fact and the processes it employs that independently verify and safeguard

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ASX Principle and Recommendation	Compliance	Explanation
	(Yes/No)
the integrity of its corporate		A copy of the Audit Committee Charter is available at the Company’s
reporting, including the processes		website:
for the appointment and removal of the external auditor and the rotation		http://www.galileomining.com.au/about‐us/corporate‐governance/
of the audit engagement partner.
Recommendation 4.2	Yes	As a matter of practice, the Company obtains declarations from its
The board of a listed entity should, before		Managing Director and Company Secretary before its financial
it approves the entity’s financial		statements are approved substantially in the form referred to in ASX
statements for a financial period, receive		Recommendation 4.2.
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.
Recommendation 4.3	Yes	In accordance with the Company’s Shareholder Communications
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		Policy, the auditor’s lead engagement partner (or his delegate) will be present at the Annual General Meeting to answer questions from shareholders about the conduct of the audit and the preparation and content of the auditor’s report.
to the audit.
Principal 5: Make timely and balanced disclosure
Recommendation 5.1	Yes	The Company is a “disclosing entity” pursuant to section 111AR of the
A listed entity should:		Corporations Act and, as such, complies with the continuous
(a) have a written policy for complying		disclosure requirements of Chapter 3 of the ASX Listing Rules and
with its continuous disclosure		section 674 of the Corporations Act. Subject to the exceptions
obligations under the Listing Rules;		contained in the ASX Listing Rules, the Company is required to disclose
and		to ASX any information concerning the Company which is not
(b) disclose that policy or a summary of it.		generally available and which a reasonable person would expect to have a material effect on the price or value of the Shares.
		The Company is committed to observing its disclosure obligations
		under the Corporations Act and its obligations under the ASX Listing
		Rules. All relevant information provided to ASX will be posted on the
		Company’s website. Those announcements are also posted on the
		Company’s twitter account.
		The Company has adopted a Continuous Disclosure Policy and Social
		Media Policy,thepurpose of which is to:

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	ASX Principle and Recommendation	ASX Principle and Recommendation	ASX Principle and Recommendation	Compliance	Explanation
				(Yes/No)
					 ensure that the Company, as a minimum, complies with its
					continuous disclosure obligations under the Corporations Act
					and the ASX Listing Rules and, as much as possible, seeks to
					achieve and exceed best practice;
					 provide shareholders and the market with timely, direct and
					equal access to information issued by the Company; and
					 promote investor confidence in the integrity of the Company
					and its securities.
					In the Company’s current stage of development, matters of crucial
					importance arise regularly. The Managing Director will discuss
					significant issues with Board members who jointly will make a
					decision on the timely release of factual and balanced information
					concerning the Company’s activities.
					Presentations that are made to analysts or investors are posted on the
					Company’s website. If the presentations contain information that
					has not previously been announced to ASX that could have a material
					effect on the share price, the presentation is released to the ASX
					before the presentation is delivered.
					A copy of the Continuous Disclosure Policy and Social Media Policy are
					available at the Company’s website:
					http://www.galileomining.com.au/about‐us/corporate‐governance/
Principal 6: Respect the rights of security holders
Recommendation 6.1				Yes	Information on the Company’s corporate governance, including
A listed entity should provide information about itself and its governance to					copies of its various corporate governance policies and charters, is available at:
investors via its website.					http://www.galileomining.com.au/about‐us/corporate‐governance/
					Information is conveyed to shareholders via the annual report,
					quarterly reports and other announcements which are delivered to
					the ASX and posted on the Company’s website.
Recommendation 6.2				Yes	The Company has adopted a Shareholder Communications Policy, the
A	listed entity	should design and			purpose of which is to facilitate the effective exercise of shareholders’
implement an investor relations program					rights by communicating effectively with shareholders, giving
to	facilitate	effective	two‐way		shareholders ready access to balanced and understandable
communication with investors.					information about the Company and its corporate strategies and
					making it easy for shareholders to participate in general meetings of
					the Company.
					The Company communicates with shareholders:
					 Through releases to the market via the ASX;
					 Through the Company’s website;
					 Through informationprovided directlyto shareholders;and

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ASX Principle and Recommendation	ASX Principle and Recommendation	ASX Principle and Recommendation	ASX Principle and Recommendation	Compliance	Explanation
				(Yes/No)
					 At general meetings of the Company
					A copy of the Company’s Shareholder Communications Policy is
					available at:
					http://www.galileomining.com.au/about‐us/corporate‐governance/
Recommendation 6.3				Yes	In accordance with the Shareholder Communications Policy, the
A listed entity should disclose the			policies		Company supports shareholder participation in general meetings and
and processes it	has in place to facilitate				seeks to provide appropriate mechanisms for such participation. As a
and encourage participation at meetings					matter of practice, in its notices of meeting, the Company encourages
of security holders.					those shareholders who cannot attend general meetings in person to
					appoint proxies on their behalf.
					In preparing for general meetings of Galileo, the Company will draft
					the notice of meeting and related explanatory information so that
					they provide all of the information that is relevant to Shareholders in
					making decisions on matters to be voted on by them at the meeting.
					This information will be presented clearly and concisely so that it is
					easy to understand and not ambiguous.
					Galileo will use general meetings as a tool to effectively communicate
					with Shareholders and will allow Shareholders a reasonable
					opportunity to ask questions of the Board and to otherwise
					participate in the meeting.
					Mechanisms for encouraging and facilitating shareholder
					participation will be reviewed regularly to encourage the highest level
					of shareholder participation.
Recommendation 6.4				Yes	The Company considers that communicating with shareholders by
A listed entity	should	give	security		electronic means is an efficient way to distribute information in a
holders the	option	to	receive		timely and convenient manner.
communications	from,	and	send
communications	to, the entity		and its		In accordance with the Shareholder Communication Policy, the
security registry electronically.					Company has, as a matter of practice, provided new shareholders
					with the option to receive communications from the Company
					electronically and the Company encourages them to do so. Existing
					shareholders are also encouraged to request communications
					electronically.
					The Company provides a hard copy of the annual report to only those
					shareholders who have specifically elected to receive a printed hard
					copy.
Principal 7: Recognise and manage risk
Recommendation 7.1				No	Galileo does not have a separate risk management committee.
The board of a listed entity should:					The Board is responsible for supervising management’s framework of
(a) have a committee or committees to					control and accountability systems to enable risk to be assessed and
oversee risk	each of which:				managed in accordance with Galileo’s Risk Management Policy.
(1) has at	least three members,a

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ASX Principle and Recommendation Compliance Explanation (Yes/No) majority of whom are The Board considers that, given the current size and scope of Galileo’s independent directors; an operations, efficiencies or other benefits would not be gained by (2) is chaired by an independent establishing a separate risk management committee at present. director, As Galileo’s operations grow and evolve, the Board will reconsider the and disclose appropriateness of forming a separate risk management committee. (3) the charter of the committee; However, Galileo has adopted a Risk Management Policy for the (4) the members of the Company which includes the following:

• (4) the members of the committee; and

• The purpose of the policy is to:

• (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

• provide a framework for identifying, assessing, monitoring and managing risk;

• communicate the roles and accountabilities of participants in the risk management system; and

• highlight the status of risks to which Galileo is exposed, including any material changes to Galileo’s risk profile.

• (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.

• The Board is responsible for the following under the policy:

• risk management and oversight of internal controls;

• establishing procedures which provide assurance that business risks are identified, consistently assessed and adequately addressed; and

• for the overseeing of such procedures.

Recommendation 7.2

Yes 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

The Board has responsibility for the monitoring of risk management and will review Galileo’s risk management framework on an annual basis to ensure Galileo’s risk management framework continues to be effective.

• (b) disclose, in relation to each reporting period, whether such a review has taken place.

Recommendation 7.3

No 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.

Galileo does not currently have an internal Audit function however; the Company will consider establishing an internal Audit function in the future should the need arise. The Company monitors, evaluates and improves its risk management and internal control processes in line with the processes set out in its Risk Management Policy. A copy of this policy is available at: http://www.galileomining.com.au/about‐us/corporate‐governance/

continually improving the effectiveness of its risk management and internal control processes.
Recommendation 7.4
A listed entity should disclose whether it has any material exposure to economic,	Yes	The Company’s material exposures to economic, environmental and social sustainability risks and mitigating factors are as follows:
environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.			Equity capital markets risk
			Companymaintains close control on its finances and

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ASX Principle and Recommendation	Compliance	Explanation
	(Yes/No)
		communicates frequently to its shareholders and the equity
		capital market as to the Company’s strategy to manage this risk
		 Environmental risk
		environmental risks due to the exploration stage of its activities.
		 Social sustainability risk
		Companyis exposed to few social sustainabilityrisks
Principal 8: Remunerate fairly and responsibly
Recommendation 8.1 The board of a listed entity should:	No	Due to the size of the Board, the Company does not have a separate remuneration committee. The roles and responsibilities of a
(a) have a remuneration committee		remuneration committee are currently undertaken by the Board.
which:
(1) has at least three 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.
(2) is chaired by an independent		When the Board meets as a remuneration committee it carries out
director,		those functions which are delegated to it in the Company’s
and disclose:		Remuneration and Nomination Committee Charter.
(3) the charter of the committee;		Items that are usually required to be discussed by a Remuneration
(4) the members of the committee; and		Committee are marked as separate agenda items at Board meetings when required.
(5) as at the end of each reporting		The Board has adopted a Remuneration and Nomination Committee
period, the number of times		Charter which describes the role, composition, functions and
the committee met throughout		responsibilities of the Remuneration Committee and is disclosed at:
the period and the individual attendances of the members at		http://www.galileomining.com.au/about‐us/corporate‐governance/
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.
Recommendation 8.2 A listed entity should separately disclose its policies and practices regarding the remuneration of Non‐Executive Directors and the remuneration of Executive	Yes	Galileo’s policies and practices regarding the remuneration of Executive and Non‐Executive Directors and other senior executives is set out in the Remuneration Report contained in Galileo’s Annual Report for each financial year.
Directors and other senior executives.
Recommendation 8.3 A listed entity which has an equity‐based remuneration scheme should:	Yes	Galileo has adopted an Employee Incentive Plan. In accordance with Galileo’s Securities Trading Policy, the Plan does not allow participants to enter transactions that would limit their economic risk under the
(a) have a policy on whether		scheme.
participants are permitted to enter
into transactions (whether through		Galileo’s Securities Trading Policy sets out the circumstances in which
the use of derivatives or otherwise)		the Directors, executives are prohibited from dealing in Galileo’s
which limit the economic risk of		Securities.
participating in the scheme; and		The policy provides that Directors, and executives participating in an
(b) disclose that policy or a summary of		equity‐based executive incentive plan, are prohibited from entering
it.		into any transaction which would have the effect of hedging or

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ASX Principle and Recommendation	Compliance	Explanation
	(Yes/No)
		otherwise transferring to any other person the risk of any fluctuation
		in the value of any unvested entitlement in the Company's securities
		The Securities Trading Policy is available at the Company’s website at:
		http://www.galileomining.com.au/about‐us/corporate‐governance/