GENESIS RESOURCES LIMITED — Governance Information 2009

Oct 22, 2009

GENESIS RESOURCES LIMITED

CORPORATE GOVERNANCE STATEMENT

to which the Company has followed the Best Practice Recommendations. Council's Principles of Good Corporate Governance and Best Practice Recommendations (Best Practice Recommendations). The Best Practice Recommendations are not mandatory. However, the Company will be required to provide a statement in its future annual reports disclosing the extent This Corporate Governance Statement sets out Genesis Resources Limited's (the Company) current compliance with the ASX Corporate Governance

governance information section of the Company's website at www.genesisresourcestra.com.au. The Company currently has in place a corporate governance plan (Corporate Governance Plan) which is available in a dedicated corporate

	BEST PRACTICE RECOMMENDATION	COMMENT
	Lay solid foundations for management and oversight
$\mathbb{Z}$	the board and those delegated to senior executives Companies should establish the tructions reserved to	specific responsibilities of the Board provides that the Board shore The Corporate Governance Plan includes a Board Charter, X-lich discloses the
	and disclose those functions	the managing director and executive directors responsities for the day-d-day operations and administration of the Conhaming to
$\overline{c}$	the performance of senior executives. Companies should disclose the process for evaluating	The Board will monifor the performance of senior management, including measuring actual performance against planned performance.
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	in the Guide to reporting on Principle 1. Companies should provide the internation indicated	An evaluation of the sole seniore of the Companive of the Companing Director Mr Pedro Kastellorizos, did not take place in the financial year ended 30 June 2009
		Board will take place in future years. The Board will ensure that on executives by the remaindres by the conding will ensure that
		available on the Company's seasite. The Board Charter discloses the specialcy responsibilities of the Board and Drovides that the Board sholl debagate responsibilities of The Board Chater is set out in the Corporate Governance Plan which
		director and executive directors for the day-to-day operations and administration of the Company to the managing

Ņ	Structure the board to add value
$\frac{1}{2}$	directors $\triangleright$ majority $\overline{C}$ も こ pupoq PINONS $\frac{\sigma}{\sigma}$ independent	structured in such a way so as to add value and is appropriate for the size and Half of the complexity of the business at this time. considered to be independent directors. The board is of the view that it is currently current board (Mr Eddie Pang and Mr. Peter Hepburn-Brown) are
$\overline{C}$	The chair should be an independent director.	The Company is in compliance current chairman of the Board, is an independent director. with this recommendation as Mr Eddie Pand, the
23	The hat be exercised by the same individual. roles of chair and chief executive officer should	he Compandris is the Sufflict of this recommendation.
2.4	The postal stablish a nonination committee	the size of the Company and the Board. The Board, as a whole, will serve as a nonination committee in the Company's formative period. No tornal nonination committee or procedures have been adopted as yet given
		connection with the scritchlifty of daplicant to resource and the script of the script of the script Where necessary, the nomination committee seeks advice of external advisers in
S.S	individual directors the paromance of the board, its committees and Companies should disclose the process for evaluating	performance of the Board with The are deemed necessary or appropriate reviews the mix of the Board and Board will conduct an annual performance review of itself that compares the suggests and amendments to the Board Charter as the requirements of the Board Charter, citically
$\overline{Q}$ .6	in the Guide to reporting on Principle 2. Companies spould provide the information indicated	A description of the skills alread experience of each of the current Directors is contained in the Company's annual financial report for the year ended 30 June 2009. Half of be independent directors in accordance with the definition of an independent the current board (Mr Eddie Pang and Mr Peter Hepburn-Brown) are considered to
		director as contained in the Corporate Governance Plan. There is currently no the expense of the Company. procedure in place by which Directors may take independent professional advice at
		nomination committee in the Company's formative period. No formal nomination the size No formation committee or procedures have been adopted as yet given of the Company and the Board, as a whole, will serve as a

The trading policy is set out in the Corporate Governance Plan which is publicly
securities by directors, senior executives and employees The Company has established a bolicy concerning trading in the Company's	a summary of that policy. executives and employees, and disclose the policy or trading in company securities Companies pinous establish a by directors, senior policy concerning	3.2
	practices for reporting and investigating reports of unethical the responsibility and accountability of individuals
which is publicly available on the Company's website	$\bullet$ ot their stakeholders the practices necessary to take into account their legal obligations and the reasonable expectations
employment. The corporate code of conduct is set out in the Conducte Soverance Plan	$\bullet$ the company's integrity the practices necessary to matricing contridence in
The Corporate provides a framework for decisions and actions in relation to ethical conduct in Governance Plan includes a Corporate Code of Conduct, which	disclose the code or a summary of the code as to: Companies should establish a code of conduct and	ى ت
	Promote ethical and responsible decision-making	ىب
strategic direction of the Company. The policy for the appointment of hew sound business the Company's website. directors is set out in the Corporate Governance Plan which is publicly available on requirements of the role effectively and to continuite to the development of the individual to contribute to the 2009. The Board will ensure that an evaluation of each individual Director will take directors and the re-election of An evaluation of the Board dia not take place in the financial year ended 30 June The Board will determine the procedure for the selection and appointment of new place in future years. committee charter has been established by the Company judgement, to commit the necessary time to fulfil the ongoing effectiveness of the Board, to exercise incumbents having regard to the dbility of the

		available on the Company's website.
ىن ت	in the Guide to reporting on Principle 3. Companies spould provide the information indicated	out in the Condough The corporate code of Company's website. conduct Governance Plan which is publicly available on the cid trading policy of the Company are set
4.	Safeguard integrity in financial reporting
4.1	The board stablish an audit committee	audit committee. Until the audit committee has been established, its functions, roles ond responsibilities will be undertaken by the Board. he advise a separative of suffloident size of this stage to require a separate
4.2	The authornment be structured so that it:	esponding on the coronor power composition on the condition of the condition of $\alpha$ 군 하 composition, roles and responsibilities $\supseteq$ the dudit committee (when $\Rightarrow$ 55
	۰ consists only of non-executive directors
	$\bullet$ consists of a majority of independent directors
	$\bullet$ chair of the board is chained by an independent chair, who is not
	۰ has at least three members
43	The audit committee should have a formal charter.	ihe Connuitee and tormal charter for the audit committee
4.4	Companies shocked the information indicated in the Guide to reporting on Principle 4.	and responsibilities will be undertaken by the date of the date of this statement, audit comittee. Until the audit committee has been established, its functions, roles the audit committee the spara horienconvened a separate meeting to consider the responsionities of he board considers that it is the existiclent size at this stage to require a separate
		publicly available on the Company's website ha dudit contriffee charter is set out in the Coporate Governance Plan which is
		Board procedures for the selection and appointment of external auditors and for Ho ordit connittee (KAG) it has been established) will recommend to the

		the rotation of external auditor partners
ζŋ.	Make timely and balanced disclosure
$\alpha$	executive level for that compliance and disclose those policies or a summary of those policies. requirements and to ensure accountability at a senior to ensure compliance with ASX Listing Rule disclosure Companies should establish witten policies designed	at a senior executive level tor Company's financial position. compliance with ASX Listing Rule The Company has a continuous continuous disclosure and to ensure accountability disclosure program in place designed to ensure compliance and factual presentation of the
5.2	in Guide to Reporting on Principle 5. Companies should provide information indicated	The Governance Plan which is publicly avoilable on the Company's website. continuous disclosure policy of the Connabany is set out in the Corporate
م.	Respect the rights of shareholders
$\frac{8}{1}$	summary of that policy. shareholders and encouraging their participation at general meetings and disclose their policy or a for promoting Companies should design a communications ettective communication policy with	shareholders are informed of all major developments affecting the Company's state of affairs. which aims to promote effective The Corporate Governance Plan communication with sharehoders and ensure that includes a shareholder communications strategy,
5.2	in the Guide to reporting on Principle 6. Companies should provide information indicated	The shareholder communication Governance Plan which is publicly policy of the Conpany is set of the Conporate available on the Company's website
$\mathbf{N}$	Recognise and manage risk
$\overline{L}$	disclose a summary of those policies and management of material business risks and Companies should establish policies for the oversight	and approving risk management The Board determines the Company's "risk profile" and is responsible for overseeing internal control. strategy and policies, internal compliance and
		business risks. The risk management policy of the Company is set out in the The Company has established policies for the oversight and management of material Corporate Governance Plan which available on the Company's website.
		Fhe 1 Company did not report cat tegories of risk in the annual report for the year

he Company's remuneration committee complises the Board acting without the affected director participating in t he decision making process	Fhe boarnimental a remuneration committee	$\frac{8}{1}$
	Remunerate fairly and responsibly	ò
Recommendation 7.3 for the financial year ended 30 June 2009. ensure that the Managing Director provides the assurance under Recommendation 7.3 in future years The Managing Director has no t provided the dissurance to the Board under The Board will
Management has not provided the report to the Board under Recommendation 7.2 to the financial year ended 30 June 2009. The Board will ensure that management brovides the report contreponmentation / / in thirle /edus.	in Guide to Reporting on Principle 7. Companies should provide the information indicated	7.4
Financial Officer (when appointed) or the executive directors (or their equivalents) at the relevant time. The Board will seek the relevant assurance from the Managing Director and the Chief	equivalent) equivalent) assurance boad An accordance with section 295A of the Corporations onting control and the system is operating Act is founded on a sound system of risk management effectively in all material respects in relation to financial reporting risks. Hom pinous qnd that $\vec{a}$ the declaration provided disclose whether it has received the chief financial chief executive officer officer $\widehat{Q}$ $\widetilde{\mathsf{Q}}$ $\overline{5}$	7ء م
o report at the relevant firme. eauivalents) to implement risk management and internal control systems and provide The Board will require the Managing Director or the executive directors (or their	system to manage the company's material business of the The board should require management to design and management has reported to it as to the effectiveness managed effectively. The board should disclose that risks and report to it on whether those risks are period implement the risk management and internal control business risks company's management of its material	7.2
ended 30 June 2009

			ထ ပ		83
			in the Guide to reporting on Principle 8. Companies should provide the intermation indicated		executive directors and senior executives. Companies should clearly distinguish the structure of non-executive directors' remuneration from that of
under any equity based remuneration schemes. associated products which limit limit limit limit in the risk of participating in unvested entitlements The Company does not currently have a policy on prohibiting transactions	which is publicly available on the The remuneration connuittee conternie Condate is set or the Condougne Governiance Plan Company's website.	executive Directors. As at the date of this statement, there are no schemes for retirement benefits for-	The Board considers that it is not of sufficient size at this stage to require a separate responsibilities of the remuneration conmittee remuneration committee. Until the remuneration committee has been established, its this statement, the Board has not convened a separate meeting to consider the functions, roles and responsibilities will be undertaken by the Board. As at the date of	and senior executives (without the participation of the affected director) The Board is responsible for determining the remuneration of the Managing Director	that of executive directors and The Board will distinguish the structure of non executive director's remuneration from more than the aggregate fixed sum determined by a general meeting. Constitution provides that the remercition of non-executive Directors $\tilde{\epsilon}$ senior executives. Relevanty, the Company's

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