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GLOBAL LITHIUM RESOURCES LIMITED Governance Information 2021

Oct 21, 2021

64989_rns_2021-10-21_a3e37fa9-ea49-48c8-ac43-53f6592ebab6.pdf

Governance Information

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GLOBAL LITHIUM RESOURCES LIMITED

ACN 626 093 150

CORPORATE GOVERNANCE STATEMENT

Financial Year Ended 30 June 2021

The Board of Directors (“Board”) is responsible for the overall corporate governance of the Company, including the establishing and monitoring of key performance goals. It is committed to attaining standards of corporate governance that are commensurate with the Company's needs. In this regard, the Board has created a framework for managing the Company, including internal controls and a business risk management process. This framework is reflected, in part, in the policies and charters described below.

This Corporate Governance Statement discloses the extent to which the Company will follow the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations – 4[th] Edition ( Recommendations ). The Recommendations are not mandatory, however the Recommendations that have not been followed for any part of the reporting period have been identified and reasons provided for not following them along with what (if any) alternative governance practices were adopted in lieu of the recommendation during that period.

The Company has adopted a Corporate Governance Plan which provides the written terms of reference for the Company’s corporate governance duties. The Company was listed on the ASX on 6 May 2021

Due to the current size and nature of the existing Board and the magnitude of the Company’s operations, the Board does not consider that the Company will gain any benefit from individual Board committees and that its resources would be better utilised in other areas as the Board is of the strong view that at this stage the experience and skill set of the current Board is sufficient to perform these roles. Under the Company’s Board Charter, the duties that would ordinarily be assigned to individual committees are currently carried out by the full Board under the written terms of reference for those committees.

The 2021 Corporate Governance Statement has been adopted by the Board on 21 October 2021.

The Company’s corporate governance policies and practices as at the date of this Report are outlined below and are available on the Company’s website (https://www.globallithium.com.au):

Board Charter

The Board guides and monitors the business and management of the Company. Under its Charter, the Board is responsible for, amongst other things:

  1. corporate governance and the strategic direction of the Company;

  2. protecting and enhancing Shareholder value;

  3. supervising the Company’s framework of control and accountability systems;

  4. reviewing performance and responsibilities within the Company to ensure division of functions are appropriate to the Company’s needs and that the Company is properly managed;

  5. monitoring and managing the financial performance of the Company;

  6. approving the annual budget and statutory reports;

  7. developing and implementing the Company’s policies and procedures and assessing their adequacy;

  8. monitoring and ensuring compliance with the Company’s continuous disclosure obligations;

  9. convening and attending general meetings of Shareholders; and

  10. assessing and approving all transactions which would impact on Shareholder value and, where relevant, make recommendations to shareholders.

The Company is committed to the circulation of relevant materials to Directors in a timely manner to facilitate Directors’ participation in the Board discussions on a fully informed basis. For the purposes of corporate governance reporting the Company’s Managing Director Mr Jamie Wright is identified as the Chief Executive Officer.

Composition of the Board

Election of Board members is substantially the province of the Shareholders in general meeting.

As at 30 June 2021 the Board of Directors was composed as follows:

Mr Warrick Hazeldine - Independent Non-Executive Chair Mr Jamie Wright - Managing Director Dr Dianmin Chen - Non-Executive Director

Mr Edward Rigg (Non-Executive Chair) and Dr Mingyan Wang (Non-Executive Director) retired during the reporting period.

Details of the skills and experience of Directors of the Company are included in the Directors’ Report section of the 2021 Annual Financial Statements which are available on the Company’s website at https://www.globallithium.com.au.

Audit and Risk Committee Charter

The Board has adopted an Audit and Risk Committee Charter which outlines the composition of the committee, its purpose, its responsibilities and requirements of its meetings.

In summary the audit and risk committee is responsible for the following:

Audit related - ensuring the integrity of the Company’s financial statements, reviewing internal financial control systems and management of the engagement and interaction with the Company’s auditors, including ensuring a sufficient level of independence.

Risk related – development and management of a risk management policy framework and ongoing review of risk management within the Company.

Until the size and/or activities of the Company warrant the creation of a separate audit and risk committee, the duties of the committee will be undertaken by the full Board.

Remuneration Committee Charter

The Board has adopted a Remuneration Committee Charter which outlines the composition of the committee, its role, its responsibilities, its authority, and requirements of its meetings.

In summary the remuneration committee is responsible for the following:

Remuneration related - preparing and reviewing the Company’s strategy with regard to remunerating, recruiting, incentivising, retaining, and where appropriate, terminating the Company’s executives, non-executive directors and employees.

Until the size and / or activities of the Company warrant the creation of a separate remuneration committee, the duties of the committee will be undertaken by the full Board.

Nomination Committee Charter

The Board has adopted a Nomination Committee Charter which outlines the composition of the committee, its role, its responsibilities, its authority, and requirements of its meetings.

In summary the nomination committee is responsible for the following:

Nomination related – assessing skill requirements, reviewing board composition, establishing processes for the identification of board appointments and the review of the performance of the existing members.

Until the size and / or activities of the Company warrant the creation of a separate nomination committee, the duties of the committee will be undertaken by the full Board.

Code of Conduct for Directors, Senior Executives and Employees

The Board has adopted a Code of Conduct for Directors, senior executives and employees to promote ethical and responsible decision making and execution of their roles and responsibilities. The code is based on a code of conduct prepared by the Australian Institute of Company Directors.

Continuous Disclosure Policy

The Company is, subject to the exceptions contained in the Listing Rules, required to disclose to ASX any information concerning the Company which is not generally available and which a reasonable person would expect to have a material impact on the price or value of Shares.

The Company is committed to observing its disclosure obligations under the Corporations Act and the Listing Rules. The policy encourages a culture of openness which is conducive to fulfilment of the Company’s disclosure obligations and creates clear lines of communication and authority with regard to the dissemination of information and continuous disclosure issues. In accordance with this policy, all information provided to ASX is made available on the Company’s website (https://www.globallithium.com.au)

Share Trading Policy

The Company has adopted a Share Trading Policy to maintain investor confidence in the integrity of Company’s internal controls and procedures, and to provide guidance on avoiding any breach of insider trading laws.

Under the policy, Key Management Personnel must not, except in exceptional circumstances, deal in securities of the Company during the following periods: (a) two weeks prior to, and 24 hours after the release of the Company’s Annual Report; (b) two weeks prior to, and 24 hours after the release of the Half Year Report of the Company; and (c) two weeks prior to, and 24 hours after the release of the Company’s quarterly reports (if applicable), (together the Closed Periods).

The Company may at its discretion vary this rule in relation to a particular Closed Period by general announcement to all Key Management Personnel either before or during the Closed Periods.

If a Key Management Personnel is in possession of price sensitive information which is not generally available to the market, then he or she must not deal in the Company’s securities at any time it is in possession of such information. An employee or Director who is in possession of price sensitive information which is not generally available to the market must not deal in the Company’s securities at any time, or if the Chair directs, even if a trading window is open.

In addition, a Director who wishes to trade in the Company’s securities must first obtain the consent of the Chair.

Shareholder Communications Policy

This policy details how the Company is committed to keeping Shareholders appraised of the Company’s activities, including by providing regular communications that are balanced and understandable, ensuring information is easily accessible, and facilitating Shareholder participation in the Company’s general meetings.

Risk Management Policy

The Chief Executive Officer is primarily responsible for administering this policy, which sets out the way in which various types of risk are to be managed, including by reviews of internal controls, financial reporting, operational activities, investment proposals, environmental and safety risks and continuous improvement.

Diversity policy

The Board has adopted a diversity policy which provides a framework for the Company to achieve, amongst other things, a diverse and skilled Board and workforce, a workplace culture characterised by inclusive practices and behaviours for the benefit of all staff, and a work environment that values and utilises the contributions of all employees, irrespective of gender, culture, disability, age or religion.

The Company employs new employees and promotes current employees on the basis of performance, ability and attitude. The Board is continually reviewing its practices with a focus on ensuring that the selection process at all levels within the organisation is formal and transparent and that the workplace environment is open, fair and tolerant.

The Company, in keeping with the recommendations of the Corporate Governance Council provides the following information regarding the proportion of gender diversity in the organisation as at 30 June 2021:

Proportion of female / total
number of persons
employed
Females employed in the Company as a whole 2 /3
Females employed in the Company in senior executive
positions*
0 / 0
Females appointed as a Director of the Company 0 / 3

*There are no individuals considered by the Board to be senior executives outside of the Company’s directors.

The recommendations of the Corporate Governance Council relating to reporting require a Board to set measurable objectives for achieving diversity within the organisation, and to report against them on an annual basis. The Company has implemented measurable objectives as follows:

Measurable Objective Objective
Satisified
Comment
Adoption and promotion of a
Formal Diversity Policy
Yes The Company has adopted a formal
diversity policy which has been made
publicly available via the ASX and the
Company’s website.
To ensure Company policies are
consistent with and aligned with the
goals of the Diversity Policy
Yes The Company’s selection, remuneration
and promotion practices are merit based
and as such are consistent with the goals of
the Company’s Diversity Policy.
To provide flexible work and salary
arrangements to accommodate
family commitments, study and self-
improvement
goals,
cultural
traditions
and
other
personal
choices of current and potential
employees.
Yes The
Company
will,
where
considered
reasonable and where compatible with the
Company’s
operations,
accommodate
requests for flexible working arrangements.
To implement clear and transparent
policies governing reward and
recognition practices.
Yes The Company grants reward and promotion
based on merit and responsibility as part of
its annual and ongoing review processes.
To
provide
relevant
and
challenging
professional
development
and
training
opportunities for all employees.
Yes The
Company
seeks
to
continually
encourage
self-improvement
in
all
employees, irrespective of seniority, ability or
experience, through external and internal
training courses, regular staff meetings and
relevant on job mentoring.

The Company has not at this time implemented specific measurable objectives regarding the proportion of females to be employed within the organisation or implement requirements for a proportion of female candidates for employment and Board positions. The Board considers that the setting of quantitative gender based measurable targets is not necessarily consistent with the merit and ability-based policies currently implemented by the Company.

The Board will consider the future implementation of gender-based diversity measurable objectives when more appropriate to the size and nature of the Company’s operations.

Whistleblower policy

The Company has adopted a formal Whistleblower policy which is made available on the Company’s website (https://www.globallithium.com.au).

This policy applies to all directors, officers, employees, consultants and contractors of Global Lithium Resources Limited (Personnel). This policy also applies, ’ - as far as is reasonably achievable, to Global Lithium Resources Limited s service providers, suppliers and third party contractors.

The purpose of this policy is to encourage the persons to whom the policy applies to raise any concerns or report instances of any potential breach of law, any violations (or suspected violations) of the Company’s Code of Conduct or any other legal or ethical concern without the fear of detriment.

Anti-bribery and corruption policy

The Company has adopted a formal Anti-bribery and corruption policy in recognition that bribery and corruption act to undermine legitimate business activities, distort competition and may expose the Company, its employees and other stakeholders to significant risks.

The Company provides a safe mechanism pursuant to its Whistleblower Policy to enable and encourage the reporting of any actual, alleged, or perceived, instances of bribery or corruption by any individual to which this policy applies.

A copy of the Anti-bribery and corruption policy is made available on the Company’s website (https://www.globallithium.com.au).

RECOMMENDATIONS (4[TH] EDITION)

COMPLY

EXPLANATION

Principle 1: Lay solid foundations for management and oversight

Recommendation 1.1

  • (a) A listed entity should have and disclose a board YES charter which sets out the respective roles and responsibilities of the Board, the Chair and management, and includes a description of those matters expressly reserved to the Board and those delegated to management.

The Company has adopted a Board Charter that sets out the specific roles and responsibilities of the Board, the Chair and management and includes a description of those matters expressly reserved to the Board and those delegated to management.

The Board Charter sets out the specific responsibilities of the Board, requirements as to the Board’s composition, the roles and responsibilities of the Chair and Company Secretary, the establishment, operation and management of Board Committees, directors’ access to Company records and information, details of the Board’s relationship with management, details of the Board’s performance review and details of the Board’s disclosure policy.

A copy of the Company’s Board Charter, which is part of the Company’s Corporate Governance Plan, is available on the Company’s website.

Recommendation 1.2 Recommendation 1.2 (a) The Company has guidelines for the appointment and
A listed
(a)
(b)
entity should:
undertake appropriate checks before appointing
a director or senior executive or putting someone
forward for election as a director; and
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.
YES selection of the Board and senior executives in its
Corporate Governance Plan. The Company’s Nomination
Committee Charter (in the Company’s Corporate
Governance Plan) requires the Nomination Committee (or,
in its absence, the Board) to ensure appropriate checks
(including checks in respect of character, experience,
education, criminal record and bankruptcy history (as
appropriate)) are undertaken before appointing a person,
or putting forward to security holders a candidate for
election, as a director.
(b) Under the Nomination Committee Charter, all material
information relevant to a decision on whether or not to
elect or re-elect a director must be provided to security
holders in the Notice of Meeting containing the resolution
to elect or re-elect a director.

RECOMMENDATIONS (4[TH] EDITION)

COMPLY

Recommendation 1.3

A listed entity should have a written agreement with each YES director and senior executive setting out the terms of their appointment.

EXPLANATION

The Company’s Nomination Committee Charter requires the Nomination Committee (or, in its absence, the Board) to ensure that each director and senior executive is personally a party to a written agreement with the Company which sets out the terms of that director’s or senior executive’s appointment.

The Company has had written agreements with each of its directors and senior executives for the past financial year.

Recommendation 1.4

The Company Secretary of a listed entity should be YES accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board.

Recommendation 1.5

A listed entity should:

PARTIALLY

  • (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 executives and workforce generally; and

  • (c) disclose in relation to each reporting period: (i) the measurable objectives set for that period to achieve gender diversity;

  • (ii) the entity’s progress towards achieving those objectives; and

  • (iii) either: (A) the respective proportions of men and women on the Board, in senior executive positions and across the whole workforce (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

The Board Charter outlines the roles, responsibility and accountability of the Company Secretary. In accordance with this, the Company Secretary is accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board. The Company has adopted a Diversity Policy which provides a framework for the Company to establish, achieve and measure diversity objectives, including in respect of gender diversity. The Diversity Policy is available, as part of the Corporate Governance Plan, on the Company’s website.

The Board has not yet set measurable gender diversity objectives regarding the proportion of women to be employed within the Company or implemented requirements for a proportion of women for senior executive and Board positions. The Board has considered the application of measurable diversity objectives and determined that, given the small size of the Company and the Board, requiring specified objectives to be met, unduly limits the Company from applying the Diversity Policy as a whole and the Company’s policy of appointing the best person for the job. The Board will consider the future implementation of gender-based diversity measurable objectives when more appropriate to the size and nature of the Company’s operations.

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RECOMMENDATIONS (4[TH] EDITION)

COMPLY

most recent “Gender Equality Indicators”, as defined in the Workplace Gender Equality Act.

Recommendation 1.6

A listed entity should: YES

  • (a) have and disclose a process for periodically evaluating the performance of the Board, its committees and individual directors; and

  • (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.

  • Recommendation 1.7 A listed entity should: YES (a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and

  • (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.

EXPLANATION

The Company and its consolidated entities have 2 female employees which is approximately 33% of the total number of employees, executives and/or board members of the Consolidated Group.

  • (a) The Company’s Nomination Committee (or, in its absence, the Board) is responsible for evaluating the performance of the Board, its committees and individual directors on an annual basis. It may do so with the aid of an independent advisor. The process for this is set out in the Company’s Corporate Governance Plan, which is available on the Company’s website.

  • (b)

  • The Company’s Corporate Governance Plan requires the Company to disclose whether or not performance evaluations were conducted during the relevant reporting period. The Company has not as at 30 June 2021 completed performance evaluations in respect of the Board, in accordance with the above process.

  • (a)

  • The Company’s Nomination Committee (or, in its absence, the Board) is responsible for evaluating the performance of the Company’s senior executives on an annual basis. The Company’s Remuneration Committee (or, in its absence, the Board) is responsible for evaluating the remuneration of the Company’s senior executives on an annual basis. A senior executive, for these purposes, means key management personnel (as defined in the Corporations Act) other than a non-executive director.

The applicable processes for these evaluations can be found in the Company’s Corporate Governance Plan, which is available on the Company’s website. (b) The Company has not as at 30 June 2021 completed performance evaluations in respect of the senior executives.

RECOMMENDATIONS (4[TH] EDITION)

COMPLY

EXPLANATION

  • Principle 2: Structure the Board to be effective and add value Recommendation 2.1 The Board of a listed entity should: YES (a) have a nomination committee which: (i) has at least three members, a majority of whom are independent directors; and

  • (ii) is chaired by an independent director, and disclose:

  • (iii) the charter of the committee; (iv) the members of the committee; and (v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

  • (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.

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YES
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Recommendation 2.2

A listed entity should have and disclose a Board skills matrix YES setting out the mix of skills that the Board currently has or is looking to achieve in its membership.

  • (a) The Company’s Nomination Committee Charter provides for the creation of a Nomination Committee (if it is considered it will benefit the Company), with at least three members, a majority of whom are independent directors, and which must be chaired by an independent director.

  • (b) The Company does not have a Nomination Committee as the Board does not consider the Company would benefit from its establishment. In accordance with the Company’s Board Charter, the Board carries out the duties that would ordinarily be carried out by the Nomination Committee under the Nomination Committee Charter, including the following processes to address succession issues and to ensure the Board has the appropriate balance of skills, experience, independence and knowledge of the entity to enable it to discharge its duties and responsibilities effectively:

  • (i) devoting time at least annually to discuss Board succession issues and updating the Company’s Board skills matrix; and

  • (ii) all Board members being involved in the Company’s nomination process, to the maximum extent permitted under the Corporations Act and ASX Listing Rules.

Under the Nomination Committee Charter (in the Company’s Corporate Governance Plan), the Nomination Committee (or, in its absence, the Board) is required to prepare a Board skills matrix setting out the mix of skills that the Board currently has (or is looking to achieve) and to review this at least annually against the Company’s Board skills matrix to ensure the appropriate mix of skills to discharge its obligations effectively and to add value and to ensure the Board has the ability to deal with new and emerging business and governance issues.

The Company has a Board skill matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.

RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION EXPLANATION EXPLANATION EXPLANATION
The Board Charter requires the disclosure of each Board member’s
qualifications and expertise. Full details as to directors relevant skills
and experience are made available in the Company’s Annual
Report and on the Company’s website.
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 or relationship
of the type described in Box 2.3 of the ASX
Corporate
Governance
Principles
and
Recommendations (4th Edition), but the Board is of
the opinion that it does not compromise the
independence of the director, the nature of the
interest, position or relationship in question and an
explanation of why the Board is of that opinion;
and
(c)
the length of service of each director.
YES (a)




(b)
(c)
The Board Charter requires the disclosure of the names of
directors considered by the Board to be independent. The
Board considers the Chair, Warrick Hazledine to be
independent.
Warrick Hazledine as part of his remuneration has been
issued 1,000,000 performance rights. Given the startup
nature of the Company, the materiality and nature of the
performance vesting conditions the Board is of the opinion
that the performance rights do not compromise the
independence of the director at this time.
The
Company’s
Annual
Report
discloses
the
commencement date of office for each director.
The length of service of each director, as at the end of the
2021 financial year, is as follows:
Director
Independent?
Term in office
Warrick
Hazeldene
Y
5 months
Jamie Wright
N
5 Months
Dianmin Chen
N
3 years
2021 financial year, is as follows:
Director Independent? Term in office
Warrick
Hazeldene
Y 5 months
Jamie Wright N 5 Months
Dianmin Chen N 3 years
Recommendation 2.4
A majority of the Board of a listed entity should be
independent directors.
NO The Company’s Board Charter requires that, where practical, the
majority of the Board should be independent.
The Board currently comprises a total of three directors, of whom
one is considered to be independent.
Recommendation 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.
YES The Board Charter provides that, where practical, the Chair of the
Board should be an independent director and should not be the
CEO/Managing director.
The Chair of the Company is considered an independent director
and is not the Managing Director.

COMPLY

RECOMMENDATIONS (4[TH] EDITION)

EXPLANATION

Recommendation 2.6

A listed entity should have a program for inducting new YES directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively.

In accordance with the Company’s Board Charter, the Nominations Committee (or, in its absence, the Board) is responsible for the approval and review of induction and continuing professional development programs and procedures for directors to ensure that they can effectively discharge their responsibilities. The Company Secretary is responsible for facilitating inductions and professional development including receiving briefings on material developments in laws, regulations and accounting standards relevant to the Company.

  • Principle 3: Instil a culture of acting lawfully, ethically and responsibly Recommendation 3.1 (a) The Company is committed to conducting all of its business A listed entity should articulate and disclose its values. YES activities fairly, honestly with a high level of integrity, and in compliance with all applicable laws, rules and regulations. The Board, management and employees are dedicated to high ethical standards and recognise and support the Company’s commitment to compliance with these standards.

  • (b) The Company’s values are set out in its Code of Conduct (which forms part of the Corporate Governance Plan) and are available on the Company’s website. All employees will be given appropriate training on the Company’s values and senior executives will continually reference such values.

  • Recommendation 3.2 YES (a) The Company’s Corporate Code of Conduct applies to A listed entity should: the Company’s directors, senior executives and employees.

  • (a) have and disclose a code of conduct for its directors, senior executives and employees; and (b) The Company’s Corporate Code of Conduct (which forms part of the Company’s Corporate Governance Plan) is

  • (b) ensure that the Board or a committee of the Board available on the Company’s website. Any material

  • is informed of any material breaches of that code. breaches of the Code of Conduct are reported to the Board or a committee of the Board.

  • Recommendation 3.3 YES The Company’s Whistleblower Protection Policy (which forms part A listed entity should: of the Corporate Governance Plan) is available on the Company’s website. Any material breaches of the Whistleblower

RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
(a)
have and disclose a whistleblower policy; and
(a)
ensure that the Board or a committee of the Board
is informed of any material incidents reported
under that policy.
Protection Policy are to be reported to the Board or a committee
of the Board.
Recommendation 3.4
A listed entity should:
(a)
have and disclose an anti-bribery and corruption
policy; and
(b)
ensure that the Board or committee of the Board is
informed of any material breaches of that policy.
YES The Company’s Anti-Bribery and Anti-Corruption Policy (which
forms part of the Corporate Governance Plan) is available on the
Company’s website. Any material breaches of the Anti-Bribery
and Anti-Corruption Policy are to be reported to the Board or a
committee of the Board.
Principle 4: Safeguard the integrity of corporate reports
Recommendation 4.1
The Board of a listed entity should:
(a)
have an audit committee which:
(i)
has at least three members, all of whom
are non-executive directors and a majority
of whom are independent directors; and
(ii)
is chaired by an independent director,
who is not the Chair of the Board,
and disclose:
(iii)
the charter of the committee;
(iv)
the relevant qualifications and experience
of the members of the committee; and
(v)
in relation to each reporting period, the
number of times the committee met
throughout the period and the individual
attendances of the members at those
meetings; or
(b)
if it does not have an audit committee, disclose
that fact and the processes it employs that
independently verify and safeguard the integrity of
its corporate reporting, including the processes for
the appointment and removal of the external
YES (a)
The Company does not have an Audit and Risk Committee
as the Board does not consider the Company would
benefit from its establishment at this time. The Board carries
out the duties that would ordinarily be carried out by the
Audit and Risk Committee under the Audit and Risk
Committee Charter including the following processes to
independently verify the integrity of the Company’s
periodic reports which are not audited or reviewed by an
external auditor, as well as the processes for the
appointment and removal of the external auditor and the
rotation of the audit engagement partner:
(i)
the Board devotes time at meetings to fulfilling the
roles
and
responsibilities
associated
with
maintaining the Company’s internal audit function
and arrangements with external auditors; and
(ii)
all members of the Board are involved in the
Company’s audit function to ensure the proper
maintenance of the entity and the integrity of all
financial reporting.

COMPLY

RECOMMENDATIONS (4[TH] EDITION)

EXPLANATION

auditor and the rotation of the audit engagement partner.

Recommendation 4.2

The Board of a listed entity should, before it approves the YES entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that 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 Managing Director and CFO provide a declaration to the Board in accordance with section 295A of the Corporations Act specifically in respect of the half year and annual financial statements. Such declaration is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks.

The above declarations have been provided for the 2021 reporting period

Recommendation 4.3

A listed entity should disclose its process to verify the YES integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor.

Periodic corporate reports that are not subject to audit or review by the Company’s auditors (which include, but not limited to, quarterly activities and cash flow reports, directors’ reports and any information included in the Company’s annual report other than the audited financial statements) are compiled and verified by executive management before being reviewed by the board before release to the market.

Principle 5: Make timely and balanced disclosure

Recommendation 5.1 (a)
The Company’s Corporate Governance Plan details the
A listed entity should have and disclose a written policy for YES Company’s Continuous Disclosure policy.
complying with its continuous disclosure obligations under (b)
The Corporate Governance Plan, which incorporates the
listing rule 3.1. Continuous Disclosure policy, is available on the
Company’s website.
Recommendation 5.2 YES Under the Company’s Continuous Disclosure Policy (which forms
A listed entity should ensure that its board receives copies
of all material market announcements promptly after they
part of the Corporate Governance Plan), all members of the
Board receive material market announcements promptly after
have been made. they have been made.
Recommendation 5.3 YES All substantive investor or analyst presentations are released on
the ASX Markets Announcement Platform ahead of such
presentations.
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
A listed entity that gives a new and substantive investor or
analyst presentation should release a copy of the
presentation materials on the ASX Market Announcements
Platform ahead of the presentation.
Principle 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 Information about the Company and its governance is available
in the Corporate Governance Plan which can be found on the
Company’s website.
Recommendation 6.2
A listed entity should have an investor relations program
that facilitates effective two-way communication with
investors.
YES The Company has adopted a Shareholder Communications
Strategy which aims to promote and facilitate effective two-way
communication with investors. The Strategy outlines a range of
ways in which information is communicated to shareholders and
is available on the Company’s website as part of the Company’s
Corporate Governance Plan.
Recommendation 6.3
A listed entity should disclose how it facilitates and
encourages participation at meetings of security holders.
YES The Shareholder Communication Policy sets out the policies and
processes the Company has in place to facilitate and encourage
participation at meetings of security holders.
The Company provides meeting documents in a timely manner and
seeks to hold meetings that may be attended by security holders in
convenient locations and at times considered to be reasonable. The
Company provides for security holders to be able to vote on AGM
and general meeting matters electronically if they are unable to
attend the meeting. Security holders attending such meetings are
encouraged participate, both during and after the formal notified
business.

RECOMMENDATIONS (4[TH] EDITION)

COMPLY

EXPLANATION

Recommendation 6.4

A listed entity should ensure that all substantive resolutions YES at a meeting of security holders are decided by a poll rather than by a show of hands.

Recommendation 6.5

YES

A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.

All substantive resolutions at securityholder meetings are decided by a poll rather than a show of hands.

The Shareholder Communication Strategy provides that security holders can register with the Company to receive email notifications when an announcement is made by the Company to the ASX, including the release of the Annual Report, half yearly reports and quarterly reports. Links are made available to the Company’s website on which all information provided to the ASX is immediately posted.

Principle 7: Recognise and manage risk

Recommendation 7.1

The Board of a listed entity should:

  • (a) have a committee or committees to oversee risk, each of which:

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

  • (ii) is chaired by an independent director, and disclose:

  • (iii) the charter of the committee;

  • (iv) the members of the committee; and

  • (v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

YES

  • (a) The Company does not presently have an Audit and Risk Committee as the Board does not consider the Company would benefit from its establishment at this time.

  • (b) In accordance with the Company’s Board Charter, the Board will carry out the duties that would ordinarily be carried out by the Audit and Risk Committee under the Audit and Risk Committee Charter including the following process to oversee the entity’s risk management framework:

    • (i) the Board will devote time at Board meetings to fulfilling the roles and responsibilities associated with overseeing risk and maintaining the entity’s risk management framework and associated internal compliance and control procedures
  • (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the process it employs for overseeing the entity’s risk management framework.

RECOMMENDATIONS (4[TH] EDITION) Recommendation 7.2 The Board or a committee of the Board should:

COMPLY

YES

  • (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 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.

Recommendation 7.3

A listed entity should disclose:

YES

  • (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 governance, risk management and internal control processes.

Recommendation 7.4

A listed entity should disclose whether it has any material YES exposure to environmental or social risks and, if it does, how it manages or intends to manage those risks.

EXPLANATION

  • (a) The Audit and Risk Committee Charter requires that the Audit and Risk Committee (or, in its absence, the Board) should, at least annually, satisfy itself that the Company’s risk management framework continues to be sound and that the Company is operating with due regard to the risk appetite set by the Board.

  • (b) The Company’s Board will complete a review of the Company’s risk management framework annually. As at 30 June 2021 a review has not been undertaken. As the Company listed on the ASX in May 2021 a review is planned for the 2022 financial year.

The board does not consider that the Company’s operations are of a size or complexity to require a dedicated internal audit function and that processes and inherent risks are sufficiently transparent as to be identified by board members.

Board members have a direct reporting line to management to request any information regarding the Company’s internal control processes

The Company does not have a material exposure to economic, environmental and social sustainability risks. Management of this risk is exposure is undertaken as part of the ongoing review of the Company’s risk management framework.

Principle 8: Remunerate fairly and responsibly

RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
Recommendation 8.1
The Board of a listed entity should:
(a)
have a remuneration committee which:
(i)
has at least three members, a majority of
whom are independent directors; and
(ii)
is chaired by an independent director,
and disclose:
(iii)
the charter of the committee;
(iv)
the members of the committee; and
(v)
as at the end of each reporting period, the
number of times the committee met
throughout the period and the individual
attendances of the members at those
meetings; or
(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.
YES (a)
The Company has not established a Remuneration
Committee. The Company’s Corporate Governance Plan
contains a Remuneration Committee Charter that
provides for the creation of a Remuneration Committee (if
it is considered it will benefit the Company) with at least
three members, a majority of whom are to be independent
directors, and which must be chaired by an independent
director.
(b)
The Company does not have a Remuneration Committee
as the Board does not consider the Company would
benefit from its establishment at this time. In accordance
with the Company’s Board Charter, the Board carries out
the duties that would ordinarily be carried out by the
Remuneration
Committee
under
the
Remuneration
Committee Charter including the following process to set
the level and composition of remuneration for directors
and senior executives and ensuring that such remuneration
is appropriate and not excessive:
(i)
the Board will devote time annually to assess the
level and composition of remuneration for directors
and senior executives
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 The Company’s Corporate Governance Plan requires the Board
to disclose its policies and practices regarding the remuneration
of directors and senior executives, which is disclosed in the
remuneration report contained in the Company’s Annual Report.
as well as being disclosed on the Company’s website.
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
YES (a)
The
Company
does
not
have
an
equity-based
remuneration scheme in place at this time. In the event the
Company establishes an equity bases remuneration
scheme it does not intend to permit the use of derivatives
to limit economic exposure to the plan.
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
(b)
disclose that policy or a summary of it.

Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

GLOBAL LITHIUM RESOURCES LIMITED

ABN/ARBN
58 626 093 150
Financial year ended:
58 626 093 150 30 JUNE 2021

Our corporate governance statement[1] for the period above can be found at:[2]

These pages of our annual report: This URL on our https://globallithium.com.au/about/corporate-governance/ website:

The Corporate Governance Statement is accurate and up to date as at 21 October 2021 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.[3]

Date: 21 OCTOBER 2021 Name of authorised officer Kevin Hart, Company Secretary authorising lodgement:

1 “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.

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 Listing Rule 4.10.3.

Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3.

The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately.

2 Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.

3 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. See notes 4 and 5 below for further instructions on how to complete this form.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Page 1

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
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.

and we have disclosed a copy of our board charter at:
https://globallithium.com.au/about/corporate-governance/

set out 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 director or
senior executive or putting someone forward 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.

set out 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.

set out 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.

set out in our Corporate Governance Statement OR

we are an externally managed entity and this recommendation
is therefore not applicable

4 Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with “ insert location ” underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate governance/charters/”).

5 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

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
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 executives and workforce
generally; and
(c)
disclose in relation to each reporting period:
(1)
the measurable objectives set for that period to
achieve gender diversity;
(2)
the entity’s progress towards achieving those
objectives; and
(3)
either:
(A)
the respective proportions of men and women
on the board, in senior executive positions and
across the whole workforce (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 to have not less than 30% of its directors of each
gender within a specified period.

and we have disclosed a copy of our diversity policy at:
https://globallithium.com.au/about/corporate-governance/
………………………………………………………………………..
[insert location]
and we have disclosed the information referred to in paragraph (c)
at:
https://globallithium.com.au/about/corporate-governance/
[insert location]

set out 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 for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.

and we have disclosed the evaluation process referred to in
paragraph (a) at:
https://globallithium.com.au/about/corporate-governance/ and
whether a performance evaluation was undertaken for the reporting
period in accordance with that process at:
https://globallithium.com.au/about/corporate-governance/

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable

Page 3

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
1.7 A listed entity should:
(a)
have and disclose a process for evaluating the performance
of its senior executives at least once every reporting period;
and
(b)
disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.

and we have disclosed the evaluation process referred to in
paragraph (a) at:
https://globallithium.com.au/about/corporate-governance/ and
whether a performance evaluation was undertaken for the reporting
period in accordance with that process at:
https://globallithium.com.au/about/corporate-governance/

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable

Page 4

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND 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):]
and we have disclosed a copy of the charter of the committee at:
……………………………………………………………………………..
[insert location]
and the information referred to in paragraphs (4) and (5) at:
……………………………………………………………………………..
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed 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 at:
https://globallithium.com.au/about/corporate-governance/

set out 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 that the board currently has or is
looking to achieve in its membership.

and we have disclosed our board skills matrix at:
https://globallithium.com.au/about/corporate-governance/

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable
2.3 A listed entity should disclose:
(a)
the names of the directors considered by the board to be
independent directors;
(b)
if a director has an interest, position, affiliation 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 or relationship in question and an explanation of
why the board is of that opinion; and
(c)
the length of service of each director.

and we have disclosed the names of the directors considered by the
board to be independent directors at:
https://globallithium.com.au/about/corporate-governance/ and, where
applicable, the information referred to in paragraph (b) at:
……………………………………………………………………………..
[insert location]
and the length of service of each director at:
https://globallithium.com.au/about/corporate-governance/
……………………………………………………………………………..
[insert location]

set out in our Corporate Governance Statement

Page 5

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
2.4 A majority of the board of a listed entity should be independent
directors.

set out 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.

set out 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 for periodically reviewing whether there is a need
for existing directors to undertake professional development to
maintain the skills and knowledge needed to perform their role
as directors effectively.

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1 A listed entity should articulate and disclose its values.
and we have disclosed our values at:
https://globallithium.com.au/about/corporate-governance/

set out in our Corporate Governance Statement
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.

and we have disclosed our code of conduct at:
https://globallithium.com.au/about/corporate-governance/

set out in our Corporate Governance Statement
3.3 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.

and we have disclosed our whistleblower policy at:
https://globallithium.com.au/about/corporate-governance/

set out in our Corporate Governance Statement
3.4 A listed entity should:
(a)
have and disclose an anti-bribery and corruption policy;
and
(b)
ensure that the board or committee of the board is
informed of any material breaches of that policy.

and we have disclosed our anti-bribery and corruption policy at:
https://globallithium.com.au/about/corporate-governance/

set out in our Corporate Governance Statement

Page 6

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
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):]
and we have disclosed a copy of the charter of the committee at:
……………………………………………………………………………..
[insert location]
and the information referred to in paragraphs (4) and (5) at:
……………………………………………………………………………..
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed 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 at:
https://globallithium.com.au/about/corporate-governance/

set out 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.

set out in our Corporate Governance Statement
4.3 A listed entity should disclose its process to verify the integrity
of any periodic corporate report it releases to the market that is
not audited or reviewed by an external auditor.

set out in our Corporate Governance Statement

Page 7

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should have and disclose a written policy for
complying with its continuous disclosure obligations under
listing rule 3.1.

and we have disclosed our continuous disclosure compliance policy
at:
https://globallithium.com.au/about/corporate-governance/

set out in our Corporate Governance Statement
5.2 A listed entity should ensure that its board receives copies of all
material market announcements promptly after they have been
made.

set out in our Corporate Governance Statement
5.3 A listed entity that gives a new and substantive investor or
analyst presentation should release a copy of the presentation
materials on the ASX Market Announcements Platform ahead
of the presentation.

set out 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.

and we have disclosed information about us and our governance on
our website at:
https://globallithium.com.au/about/corporate-governance/

set out in our Corporate Governance Statement
6.2 A listed entity should have an investor relations program that
facilitates effective two-way communication with investors.

set out in our Corporate Governance Statement
6.3 A listed entity should disclose how it facilitates and encourages
participation at meetings of security holders.

and we have disclosed how we facilitate and encourage participation
at meetings of security holders at:
https://globallithium.com.au/about/corporate-governance/
……………………………………………………………………………..
[insert location]

set out in our Corporate Governance Statement
6.4 A listed entity should ensure that all substantive resolutions at a
meeting of security holders are decided by a poll rather than by
a show of hands.

set out in our Corporate Governance Statement
6.5 A listed entity should give security holders the option to receive
communications from, and send communications to, the entity
and its security registry electronically.

set out in our Corporate Governance Statement

Page 8

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
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):]
and we have disclosed a copy of the charter of the committee at:
……………………………………………………………………………..
[insert location]
and the information referred to in paragraphs (4) and (5) at:
……………………………………………………………………………..
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed 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 at:
https://globallithium.com.au/about/corporate-governance/

set out 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
that the entity is 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.

and we have disclosed whether a review of the entity’s risk
management framework was undertaken during the reporting period
at:
https://globallithium.com.au/about/corporate-governance/

set out in our Corporate Governance Statement

Page 9

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
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 governance, risk
management and internal control processes.

[If the entity complies with paragraph (a):]
and we have disclosed how our internal audit function is structured
and what role it performs at:
……………………………………………………………………………..
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed 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 at:
https://globallithium.com.au/about/corporate-governance/

set out in our Corporate Governance Statement
7.4 A listed entity should disclose whether it has any material
exposure to environmental or social risks and, if it does, how it
manages or intends to manage those risks.

and we have disclosed whether we have any material exposure to
environmental and social risks at:
https://globallithium.com.au/about/corporate-governance/ and, if we
do, how we manage or intend to manage those risks at:
……………………………………………………………………………..
[insert location]

set out in our Corporate Governance Statement

Page 10

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
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):]
and we have disclosed a copy of the charter of the committee at:
……………………………………………………………………………..
[insert location]
and the information referred to in paragraphs (4) and (5) at:
……………………………………………………………………………..
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed 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:
https://globallithium.com.au/about/corporate-governance/

set out 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.

and we have disclosed separately our remuneration policies and
practices regarding the remuneration of non-executive directors and
the remuneration of executive directors and other senior executives
at:
https://globallithium.com.au/about/corporate-governance/

set out 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.

and we have disclosed our policy on this issue or a summary of it at:

set out in our Corporate Governance StatementOR

we do not have an equity-based remuneration scheme and
this recommendation is therefore not applicableOR

we are an externally managed entity and this recommendation
is therefore not applicable

Page 11

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1 A listed entity with a director who does not speak the language
in which board or security holder meetings are held or key
corporate documents are written should disclose the processes
it has in place to ensure the director understands and can
contribute to the discussions at those meetings and
understands and can discharge their obligations in relation to
those documents.

set out in our Corporate Governance Statement OR

we do not have a director in this position and this
recommendation is therefore not applicable OR

we are an externally managed entity and this recommendation
is therefore not applicable
9.2 A listed entity established outside Australia should ensure that
meetings of security holders are held at a reasonable place and
time.

set out in our Corporate Governance StatementOR

we are established in Australia and this recommendation is
therefore not applicable OR

we are an externally managed entity and this recommendation
is therefore not applicable
9.3 A listed entity established outside Australia, and an externally
managed 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.

set out in our Corporate Governance StatementOR

we are established in Australia and not an externally managed
listed entity and this recommendation is therefore not
applicable

we are an externally managed entity that does not hold an
AGM and this recommendation is therefore not applicable
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;
and
(b)
the role and responsibility of the board of the responsible
entity for overseeing those arrangements.

set out in our Corporate Governance Statement

Page 12

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
- 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.

and we have disclosed the terms governing our remuneration as
manager of the entity at:
……………………………………………………………………………..
[insert location]

set out in our Corporate Governance Statement

Page 13

ASX Listing Rules Appendix 4G (current at 17/7/2020)