GALILEO MINING LTD — Regulatory Filings 2021

Sep 22, 2021

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:

Financial year ended:

70 104 114 132 30 June 2021

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 23 September 2021 and has been approved by the Board.

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

Date: 23 September 2021

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	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 Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.2	A listed entity should: (a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.	… the fact that we follow this recommendation: ☒in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	… the fact that we follow this recommendation: ☒in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.4	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 Statement OR ☐ 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 Statement OR ☐ 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 Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.7	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of its senior executives; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	… the evaluation process referred to in paragraph (a): ☒in our Corporate Governance 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 Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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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 Statement OR ☐ 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 http://www.galileomining.com.au/about-us/corporate	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

Page 4

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …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 Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.5	The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	… the fact that we follow this recommendation: ☐in our Corporate Governance StatementOR ☐at [insert location]	☒ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.6	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 Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY
3.1	A listed entity should: (a) have a code of conduct for its directors, senior executives and employees; and (b) disclose that code or a summary of it.	… our code of conduct or a summary of it: ☐in our Corporate Governance 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 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 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 Statement OR ☐ we are an externally managed entity that does not hold an annual general meeting and this recommendation is therefore not applicable
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should: (a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and (b) disclose that policy or a summary of it.	… our continuous disclosure compliance policy or a summary of it: ☒in our Corporate Governance 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 Statement OR ☐ we are an externally managed entity that does not hold periodic meetings of security holders and this recommendation is therefore not applicable
6.4	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	… the fact that we follow this recommendation: ☒in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement

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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 Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
8.2	A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.	… separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives: ☒in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
8.3	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 Statement OR ☐ 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

Page 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 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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2021 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 (4[th ] Edition) published by ASX Corporate Governance Council (“ASX Recommendations” ). This Statement describes how the Company has addressed the corporate governance principles of the ASX Recommendations during the year ended 30 June 2021.

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.

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:

• Statement of Values

• 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

• Anti‐ Bribery and Corruption Policy

• Risk Management Policy

This Statement was approved by the Board on 24 September 2021.

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ASX Principle and Recommendation Compliance (Yes/No) Disclosure	ASX Principle and Recommendation Compliance (Yes/No) Disclosure
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1 A listed entity should have and disclose a board charter setting out: (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. Yes	Galileo has adopted a Board Charter which details the roles and responsibilities of the Board and senior management, including matters reserved for the Board. Under the Board Charter, the Board is responsible for the overall operation and stewardship of Galileo (and any subsidiaries), including charting the direction, strategies and financial objectives for the Company, monitoring the implementation of those policies, strategies and financial objectives, and monitoring compliance with regulatory requirements and ethical standards. A copy of the Board Charter is available at: http://www.galileomining.com.au/about-us/corporate-governance/
Recommendation 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 position relevant to a decision on whether or not to elect or re‐elect a director. Yes	Galileo has conducted background checks of candidates for new Director positions prior to their appointment or nomination for election by Shareholders, including checks as to good character, experience, education, qualifications, criminal history and bankruptcy. Newly appointed Directors must stand for reappointment at the next Annual General Meeting of the Company. All material information relevant to whether or not to elect or re‐elect a director is provided to the Company’s shareholders as part of the Notice of Meeting and explanatory memorandum for the relevant meeting of shareholders which addresses the election or re‐election of directors.
Recommendation 1.3 A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. Yes	Each Non‐executive Director has a signed letter of appointment. Each Executive Director and all senior management has a signed executive service agreement.
Recommendation 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. Yes	The Company Secretary reports directly, and is accountable, to the Board through the Chairperson in relation to all governance matters. The Company Secretary has primary responsibility for ensuring that the Board processes and procedures run efficiently and effectively.
Recommendation 1.5 A listed entity should: (a) have and disclose a diversity policy; (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior No	The Company has adopted a Diversity Policy a copy of which can be found on the Company’s website: http://www.galileomining.com.au/about-us/corporate-governance/ 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 annuallyassess both the objectives and theprogress in achieving

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ASX Principle and Recommendation	ASX Principle and Recommendation	Compliance	Disclosure
		(Yes/No)
executives and workforce generally;			those objectives. Given the current phase of the Company’s life cycle,
and			the Board has determined that it is not practicable to set measurable
(c) disclose in relation to each reporting period:			objectives for achieving gender diversity objectives. To assist in fostering diversity, the Company takes diversity of background into account (in additional to skills and experience in the specified field)
1)	the measurable objectives set for		when selecting new Directors, senior management and employees.
	that period to achieve gender		There are currently no women on the Board, one woman in senior
	diversity;		management positions and the proportion of women in the
2)	the entities progress towards		Company’s overall workforce was 33%.
	achieving those objectives; and		The Company was not in the S&P / ASX 300 Index at the
3)	either:		commencement of the reporting period.
A.	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

• B. 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.

If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be not less than 30% of its directors of each gender within a specified period.

Recommendation 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. Yes

Galileo has adopted a Board Performance Evaluation Policy a copy of which can be found on the Company’s website: http://www.galileomining.com.au/about-us/corporate-governance/ The Board undergoes periodic formal and informal assessment processes. A formal process of Board review requires each Director to complete a questionnaire relating to the role, composition, procedures, practices and behavior of the Board and its members. The Board then holds a discussion during which each Board member has the opportunity to raise any matter, suggestion for improvement or criticism with the Board. Directors also regularly provide informal feedback to one another regarding individual performance. A Board performance evaluation was carried out during the past year. The Board was satisfied that it fulfilled its role effectively.

Recommendation 1.7 A listed entity should: Yes

Galileo has adopted a Board Performance Evaluation Policy a copy of which can be found on the Company’s website:

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ASX Principle and Recommendation Compliance Disclosure (Yes/No) - - have and disclose a process for http://www.galileomining.com.au/about us/corporate governance/ periodically evaluating the Formal performance and evaluation reviews of staff members is performance of its senior undertaken by the Managing Director on at least an annual basis. Staff executives; and performance reviews were completed during the reporting period.

• (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.

Formal performance and evaluation review of the Managing Director is conducted by the Non‐Executive Directors. A performance evaluation and review of the Managing Director was conducted during the reporting period.

Principal 2: Structure the Board to add value

Recommendation 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.

No

The Board does not currently have a separate nomination committee and does not believe it is necessary given the current Board comprises of only three Directors. Therefore, the Company is not in compliance with ASX Recommendation 2.1.

The Company does have a Remuneration and Nomination Committee Charter. The full Board considers the matters and issues outlined in the Charter. The Board considers that, given the current size and scope of the Company’s operations, efficiencies or other benefits would not be gained by establishing a separate nomination committee.

Under the Board Charter, candidacy for the Board is based on merit against objective criteria with a view to maintaining an appropriate balance of skills and experience. As a matter of practice, candidates for the office of Director are individually assessed by the Chairman and the Managing Director before appointment or nomination to ensure they possess the relevant skills, experience, personal attributes and capability to devote the necessary time and commitment to the role.

The Board intends to reconsider the requirement for, and benefits of, a separate nomination committee as the Company’s operations grow and evolve.

Recommendation 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. Yes	The Company has a Board skills matrix a copy of which can be found on the Company’s website: http://www.galileomining.com.au/about-us/corporate-governance/
Recommendation 2.3 A listed entity should disclose: Yes	The Board has adopted a definition of independence based on that set out in Box 2.3 of the ASX Corporate Governance Council Principals and Recommendations. The Board will review the independence of each Director in light of interests disclosed to the Board from time to

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ASX Principle and Recommendation	Compliance	Disclosure
	(Yes/No)
(a) the names of the directors		time.
considered by the board to be
independent directors;		In accordance with the definition of independence above none of the
(b) if a director has an interest, position, association or relationship of the type described in Box 2.3 of the Recommendations (factors relevant		current Directors are considered to be independent as they have all received performance‐based remuneration (including options or performance rights) from, or participated in an employee incentive scheme of, the entity.
to addressing the independence of a director) but the board is of the opinion that it does not compromise		Details of the Company’s directors including their qualifications, experience and length of service are contained in the Director’s Report in the Company’s Annual Financial Report.

• (b) if a director has an interest, position, association or relationship of the type described in Box 2.3 of the Recommendations (factors relevant to addressing the independence of a director) 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.

Recommendation 2.4	No	In considering the Corporate Governance Councils definition of
A majority of the board of a listed entity should be independent directors.		independence the Company has not complied with recommendation 2.4.
		The Board currently consists of 3 Directors, none of which is
		considered by the Board to be independent (Refer Recommendation
		2.3 above)
		It is considered that in the present circumstances of the Company and
		its current size and stage of development, that the Board is of
		sufficient size and comprises a diverse mix of persons with
		appropriate qualifications, commitment, skills and experience to
		govern the Company and that the costs involved in appointing
		additional Non‐executive Directors or Non‐executive Chairman in
		order to comply with the recommendation would outweigh the
		benefit of making such appointment. The Board will consider the
		appointment of additional Non‐executive Directors where required by
		law, if an outstanding candidate is identified or if it is considered that
		additional expertise is required in specific areas as the Company
		develops.
Recommendation 2.5	No	The Chairman of Galileo, Mr. Brad Underwood in not an independent
The chair of the board of a listed entity		director. Mr Underwood is also the Company’s Managing Director.
should be an independent director and, in		(Refer Recommendation 2.3 & 2.4 above).
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 extensive
effectively.		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,
		includingwherepractical site visits.

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ASX Principle and Recommendation	Compliance	Disclosure
	(Yes/No)
		Directors are provided appropriate professional development
		opportunities and 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 A listed entity should articulate and disclose its values. Yes	The Company has adopted a statement of Values a copy of which can be found on the Company’s website: http://www.galileomining.com.au/about-us/corporate-governance/

Recommendation 3.2

A listed entity should:

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

• (b) ensure that the board or a committee of the board is informed of any material breaches of that code by a director or senior executive; and

• (c) any other material breaches of that code that call into question the culture of the organisation

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.

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.

The Code of Conduct sets out the Company’s policies on various matters.

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/

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ASX Principle and Recommendation Compliance (Yes/No)	Disclosure
Recommendation 3.2 A listed entity should: (a) have and disclose a whistleblower policy; and (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy. Recommendation 3.4 A listed entity should: (a) have and disclose an antibribery and corruption policy; and (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy. Yes Yes	The Company has adopted a Whistleblower Policy a copy of which can be found on the Company’s website: http://www.galileomining.com.au/about-us/corporate-governance/ The board is informed of any material incidences under the Policy. The Company has adopted an Antibribery and Corruption Policy a copy of which can be found on the Company’s website: http://www.galileomining.com.au/about-us/corporate-governance/ The board is informed of any material incidences under the Policy.
Principal 4: Safeguard integrity in corporate reporting
Recommendation 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 No	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. 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. 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. A copy of the Audit Committee Charter is available at the Company’s website: http://www.galileomining.com.au/about-us/corporate-governance/

• (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.

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ASX Principle and Recommendation Compliance Disclosure (Yes/No) 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 for each reporting interval (including quarterly cashflow statements for a financial period, receive reporting) are approved substantially in the form referred to in ASX from its CEO and CFO a declaration that, Recommendation 4.2. 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	generally available and which a reasonable person would expect to have a material effect on the price or value of the Shares.

it.

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, the purpose of which is to:

• 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

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ASX Principle and Recommendation Compliance (Yes/No)	Disclosure
Recommendation 5.2 A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made. Recommendation 5.3 A listed entity that gives a new and substantive investor or analyst presentation should release a copy on the ASX Market Announcements Platform ahead of the presentation. Yes Yes	 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. 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/ The Company’s Board receives and approves all material market announcements before they are released and is copied with a final announcement immediately after it is released on the ASX Market Announcements Platform. Presentations that are made to analysts or investors are released on ASX Market Announcements Platform and lodged on the Company’s website prior to making the presentation.
Principal 6: Respect the rights of security holders
Recommendation 6.1 A listed entity should provide information about itself and its governance to investors via its website. Yes	The Company has adopted a Shareholder Communication Policy a copy of which can be found on the Company’s website: Information on the Company’s corporate governance, including copies of its various corporate governance policies and charters, is available at: 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 A listed entity should have an investor relations program to facilitate two‐way communications with shareholders. Yes	The Company has adopted a Shareholder Communications Policy, the purpose of which is to facilitate the effective exercise of shareholders’ rights by communicating effectively with shareholders, giving shareholders ready access to balanced and understandable information about the Companyand its corporate strategies and

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ASX Principle and Recommendation Compliance (Yes/No)

Disclosure

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 information provided directly to shareholders; and  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
		All substantive resolutions put at a meeting of shareholders are
A listed entity should ensure that all	Yes	decided by a poll.
substantive resolutions at a meeting of
security holders are decided by a poll
rather than by a show of hands.
Recommendation 6.5	Yes	The Company considers that communicating with shareholders by
		electronic means is an efficient wayto distribute information in a

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ASX Principle and Recommendation Compliance Disclosure (Yes/No) A listed entity should give security timely and convenient manner. holders the option to receive communications from, and send In accordance with the Shareholder Communication Policy, the communications to, the entity and its Company has, as a matter of practice, provided new shareholders security registry electronically. 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		The Board considers that, given the current size and scope of Galileo’s
majority of whom are		operations, efficiencies or other benefits would not be gained by
independent directors; an		establishing a separate risk management committee at present.
(2) is chaired by an independent		As Galileo’s operations grow and evolve, the Board will reconsider the
director,		appropriateness of forming a separate risk management committee.
and disclose		However, Galileo has adopted a Risk Management Policy a copy of
(3) the charter of the committee;		which can be found on the Company’s website:
(4) the members of the committee; and		The Risk Management Policy for the Company includes the following:
(5) as at the end of each reporting		 The purpose of the policy is to:
period, the number of times the committee met throughout the period and the individual		 provide a framework for identifying, assessing, monitoring and managing risk;
attendances of the members at		 communicate the roles and accountabilities of
those meetings; or		participants in the risk management system; and
(b) if it does not have a risk committee		 highlight the status of risks to which Galileo is exposed,
or committees that satisfy (a) above,		including any material changes to Galileo’s risk profile.
disclose that fact and the processes
it employs for overseeing the		 The Board is responsible for the following under the policy:
entity’s risk management framework.		 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

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 that the entity is

Yes

The Board determines the Company’s ‘risk profile’ and is responsible for overseeing and approving risk management strategy and policies, internal compliance and other non‐financial internal control.

The Board will review Galileo’s risk management framework on an annual basis to ensure Galileo’s risk management framework continues to be effective.

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ASX Principle and Recommendation Compliance (Yes/No)	Disclosure
operating with due regard to the risk appetite set by the board; and (b) disclose, in relation to each reporting period, whether such a review has taken place.	The Board has reviewed the Company’s risk profile during the reporting period.
Recommendation 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 No	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/

• (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.

Recommendation 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.

Yes

The Company’s material exposures to economic, environmental and social sustainability risks and mitigating factors are as follows:

• Equity capital markets risk | the Company is currently not generating any cash flow and is reliant upon the shareholders and equity capital markets to fund the Company’s activities. The Company maintains close control on its finances and communicates frequently to its shareholders and the equity capital market as to the Company’s strategy to manage this risk

• Environmental risk | the Company is currently exposed to few environmental risks due to the exploration stage of its activities.

• Social sustainability risk | at the present stage of its activities the Company is exposed to few social sustainability risks

Principal 8: Remunerate fairly and responsibly

Recommendation 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

No

Due to the size of the Board, the Company does not have a separate remuneration committee. The roles and responsibilities of a remuneration committee are currently undertaken by the Board.

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.

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.

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:

• • http://www.galileomining.com.au/about us/corporate governance/

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ASX Principle and Recommendation Compliance (Yes/No)	Disclosure
(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 Directors and other senior executives. 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.
Recommendation 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. 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 scheme. Galileo’s Securities Trading Policy sets out the circumstances in which the Directors, executives are prohibited from dealing in Galileo’s Securities. The policy provides that Directors, and executives participating in an equity‐based executive incentive plan, are prohibited from entering into any transaction which would have the effect of hedging or 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/