GOLDEN DEEPS LIMITED. — Governance Information 2021

Oct 28, 2021

GOLDEN DEEPS LIMITED ACN 054 570 777

(Company)

CORPORATE GOVERNANCE STATEMENT FOR THE FINANCIAL YEAR ENDING 30 JUNE 2021

This Corporate Governance Statement is current as at 28 October 2021 and has been approved by the Board of the Company on that date.

The Company’s Board is committed to a high standard of corporate governance practices, ensuring that the Company complies with the Corporation’s Act 2001 (Cth), ASX Listing Rules, Company Constitution and other applicable laws and regulations.

This Corporate Governance Statement discloses the extent to which the Company has, during the financial year ending 30 June 2021, followed 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 where a Recommendation has not been followed that fact is disclosed together with the reasons for the departure.

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.

For more information on the corporate governance policies adopted by the Company please refer to the corporate governance section of our website: - https://www.goldendeeps.com/corporate/corporate governance/

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RECOMMENDATIONS (4 [TH ] EDITION) COMPLY EXPLANATION
Principle 1: Lay solid foundations for management and oversight
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RECOMMENDATIONS (4THEDITION) COMPLY EXPLANATION	RECOMMENDATIONS (4THEDITION) COMPLY EXPLANATION	RECOMMENDATIONS (4THEDITION) 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	The board charter details the functions and responsibilities of the
charter which sets out the respective roles and		Board and management, including matters reserved for the
responsibilities of the Board, the Chair and		Board, and is included in the corporate governance section on
management, and includes a description of those		the Company’s website.
matters expressly reserved to the Board and those
delegated to management.

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RECOMMENDATIONS (4 [TH ] EDITION) COMPLY EXPLANATION
Recommendation 1.2
YES The Company undertakes appropriate checks before
A listed entity should:
appointing a person or putting forward to shareholders a
(b) undertake appropriate checks before appointing a
candidate for election or re-election as a Director and provides
director or senior executive or putting someone
shareholders with all material information in its possession
forward for election as a Director; and relevant to a decision on whether to elect or re-elect a Director.
(c) 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.
Recommendation 1.3
A listed entity should have a written agreement with each YES The Company has set out the terms of appointment in writing
Director and senior executive setting out the terms of their with each Director and senior executive.
appointment.
Recommendation 1.4
YES The Company Secretary is accountable directly to the Board,
The Company Secretary of a listed entity should be
through the Chair, as to the proper functioning of the Board.
accountable directly to the Board, through the Chair, on
all matters to do with the proper functioning of the Board.
Recommendation 1.5
PARTIALLY (a) The Company has adopted a Diversity Policy which
A listed entity should:
provides a framework for the Company to establish,
(a) have and disclose a diversity policy;
achieve and measure diversity objectives, including in
(b) through its board or a committee of the board set respect of gender diversity. The Diversity Policy is available
measurable objectives for achieving gender diversity on the Company's website.
in the composition of its board, senior executives and
(b) The Diversity Policy allows the Board to set measurable
workforce generally; and
gender diversity objectives if considered appropriate, and
(c) disclose in relation to each reporting period: to continually monitor both the objectives if any have
been set and the Company's progress in achieving them.
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• RECOMMENDATIONS (4[TH ] EDITION) COMPLY EXPLANATION (i) the measurable objectives set for that period to (c) The Board did not set measurable gender diversity achieve gender diversity; objectives for the past financial year because it did not

• (ii) the entity’s progress towards achieving those consider this to be appropriate due to its size and stage objectives; and of development.

• (iii) either:

The Company is not in the S&P/ASX 300 Index at the commencement of the reporting period.

• (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 the Workplace Gender Equality 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.

Recommendation 1.6 A listed entity should:

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

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

• YES (a) The Company’s processes for evaluating the performance of the Board and its Directors are disclosed on the corporate governance section of the Company’s website.

• (b) The Company has not completed a formal performance evaluation in respect of the Board and individual Directors in the past financial year.

RECOMMENDATIONS (4THEDITION) COMPLY EXPLANATION	RECOMMENDATIONS (4THEDITION) COMPLY EXPLANATION	RECOMMENDATIONS (4THEDITION) COMPLY EXPLANATION
Recommendation 1.7
A listed entity should: YES (a) The Company’s processes for evaluating the performance
(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. of senior executives are disclosed on the corporate governance section of the Company’s website. (b) Staff performance reviews were undertaken during the past financial year.
Principle 2: Structure the Board to be effective and add value
Recommendation 2.1
The Board of a listed entity should:	PARTIALLY	The Company has a small Board consisting of five Directors. The
	Complies with	Board considers it desirable to use the full complement of
(a) have a nomination committee which:
	21(b)	knowledge, expertise and experience of all its Directors in
(i) has at least three members, a majority of	.	making decisions and performing the functions usually
whom are independent Directors; and		associated with a Nomination Committee.
(ii) is chaired by an independent
		The Company’s processes pertaining to board succession, skills,
Director, and disclose:
		knowledge, experience, independence and diversity are
(iii) the charter of the committee;		outined in the corporate governance section of its website.
(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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RECOMMENDATIONS (4 [TH ] EDITION) COMPLY EXPLANATION
Recommendation 2.2
A listed entity should have and disclose a Board skills matrix NO Given its size and nature, the Company presently does not have
setting out the mix of skills that the Board currently has or is or disclose a board skills matrix. It will consider developing and
looking to achieve in its membership. disclosing a board skills matrix as the Company’s operations
grow.
Recommendation 2.3
YES The five current Directors are considered independent. The
A listed entity should disclose:
Company has disclosed the names of its Directors, their position,
(a) the names of the Directors considered by the Board
relevant interests or associations and their length of service in
to be independent Directors;
the Company’s 2021 Annual Financial Report.
(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
Recommendation 2.4
YES The five current directors are considered to be independent.
A majority of the Board of a listed entity should be
independent Directors.
Recommendation 2.5
YES The Chairperson is independent and is not the same person as
The Chair of the Board of a listed entity should be an
the Company’s CEO.
independent Director and, in particular, should not be the
same person as the CEO of the entity.
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RECOMMENDATIONS (4 [TH ] EDITION) COMPLY EXPLANATION
Recommendation 2.6
YES An induction program will be provided to any new directors if
A listed entity should have a program for inducting new
and when a new director is appointed. Professional
Directors and for periodically reviewing whether there is a
development opportunities are provided to the Directors as and
need for existing directors to undertake professional
when needed.
development to maintain the skills and knowledge needed
to perform their role as Directors effectively.
Principle 3: Instil a culture of acting lawfully, ethically and responsibly
Recommendation 3.1
YES (a) The Company and its subsidiary companies are
A listed entity should articulate and disclose its values.
committed to conducting all of its business 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
and are available on the Company's website. All
employees (if any) are given appropriate training on the
Company's values and senior executives will continually
reference such values.
Recommendation 3.2
YES (a) The Company's Code of Conduct applies to the
A listed entity should:
Company's Directors, senior executives and employees
(a) have and disclose a code of conduct for its (as applicable).
Directors, senior executives and employees; and
(b) The Company's Code of Conduct is available on the
(b) ensure that the Board or a committee of the Board Company's website. Any material breaches of the Code
is informed of any material breaches of that code.
of Conduct are reported to the Board or a committee of
the Board.
Recommendation 3.3
YES The Company's Whistleblower Protection Policy is available on
A listed entity should:
the Company's website. Any material breaches of the
(a) have and disclose a whistleblower policy; and
Whistleblower Protection Policy are to be reported to the Board
(b) ensure that the Board or a committee of the Board is or a committee of the Board.
informed of any material incidents reported under
that policy.
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RECOMMENDATIONS (4 [TH ] EDITION) COMPLY EXPLANATION
Recommendation 3.4
YES The Company's Anti-Bribery and Anti-Corruption Policy is
A listed entity should:
available on the Company's website. Any material breaches of
(a) have and disclose an anti-bribery and corruption
the Anti- Bribery and Anti-Corruption Policy are la be reported to
policy; and the Board or a committee of the Board.
(b) ensure that the Board or committee of the Board
is informed of any material breaches of that policy.
Principle 4 : Safeguard the integrity of corporate reports
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RECOMMENDATIONS (4THEDITION) COMPLY EXPLANATION	RECOMMENDATIONS (4THEDITION) COMPLY EXPLANATION	RECOMMENDATIONS (4THEDITION) COMPLY EXPLANATION
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 is available on the Company's website. Any material breaches of the Anti- Bribery and Anti-Corruption Policy are la 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:	PARTIALLY	The Company has a small Board consisting of five Directors. At
	Complies with
(a) have an audit committee which:		this stage, the Company has not established an Audit
(i) has at least three members, all of whom are	4.1(b)	Committee and the Board prefers to use the full complement
		of knowledge, expertise and experience of all Directors in
non- executive Directors and a majority of
		making decisions regarding the Company’s audit and the
whom are independent Directors; and
		Company’s external auditors. All five Directors are financially
(ii) is chaired by an independent Director, who is
		literate.
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 auditor
and the rotation of the audit engagement partner.

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RECOMMENDATIONS (4 [TH ] EDITION) COMPLY EXPLANATION
Recommendation 4.2
The Board of a listed entity should, before it approves the NO The Board considers that declarations from the CEO and CFO
entity’s financial statements for a financial period, receive are an important discipline that build corporate governance.
from its CEO and CFO a declaration that the financial The Board is committed to ensuring declarations are received
records of the entity have been properly maintained and for the 2022 financial year.
that the financial statements comply with the appropriate
accounting standards and give a true and fair view of the
financial position and performance of the entity and that
the opinion has been formed on the basis of a sound system
of risk management and internal control which is operating
effectively.
Recommendation 4.3
YES The Company’s annual accounts and half year accounts are
A listed entity should disclose its process to verify the
subject to audit and review respectively by its independent
integrity of any periodic corporate report it releases to the
auditor. The information in the Company’s quarterly reports,
market that is not audited or reviewed by an external
which are not subject to audit or review, are reviewed against
auditor.
the Company’s operations results released during the quarter
and any internally generated monthly reports provided to the
Board to ensure that the Company is satisfied that each report
is materially accurate, balanced and provides investors with
appropriate information.
Principle 5: Make timely and balanced disclosure
Recommendation 5.1
YES The Company has established written policies for complying with
A listed entity should have and disclose a written policy for
continuous disclosure obligations under the ASX Listing Rules
complying with its continuous disclosure obligations under
which are disclosed within the Company’s Disclosure Policy on
listing rule 3.1.
the Company’s website.
Recommendation 5.2
YES Under the Company's Continuous Disclosure Policy all members
A listed entity should ensure that its board receives copies
of the Board receive material market announcements promptly
of all material market announcements promptly after they
after they have been made.
have been made.
Recommendation 5.3
YES All substantive investor or analyst presentations are released on the
A listed entity that gives a new and substantive investor or
ASX Markets Announcement Platform ahead of such
analyst presentation should release a copy of the
presentations.
presentation materials on the ASX Market Announcements
Platform ahead of the presentation.
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RECOMMENDATIONS (4 [TH ] EDITION) COMPLY EXPLANATION
Principle 6: Respect the rights of security holders
Recommendation 6.1
YES The Company provides information about itself and its
A listed entity should provide information about itself and its
governance to investors via its website at goldendeeps.com.
governance to investors via its website.
Recommendation 6.2
YES The Company has designed and implemented an investor
A listed entity should have an investor relations program
relations program to facilitate effective two-way
that facilitates effective two-way communication with
communication with investors. The program is set out in the
investors.
Company’s Disclosure Policy and Corporate Governance
Policy disclosed on its website.
Recommendation 6.3
YES Shareholders are encouraged to participate at all general
A listed entity should disclose how it facilitates and
meetings and AGMs of the Company, and meetings are held
encourages participation at meetings of security holders.
at a reasonable time and place to facilitate attendance.
Notice of meeting documents are placed on the ASX and
company website. Shareholders who cannot attend meetings
can submit proxies and may ask questions or provide comments
ahead of meetings.
Recommendation 6.4
YES All substantive resolutions at security holder meetings are decided
A listed entity should ensure that all substantive resolutions
by a poll rather than a show of hands.
at a meeting of security holders are decided by a poll
rather than by a show of hands.
Recommendation 6.5
YES Shareholders are given the option to receive communications
A listed entity should give security holders the option to
from, and send, communications to the Company and its share
receive communications from, and send communications
registry electronically.
to, the entity and its security registry electronically.
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RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
Principle 7: Recognise and manage risk
Recommendation 7.1
The Board of a listed entity should:	PARTIALLY	Given the size and composition of the current Board it believes
	Complies	that no efficiencies are to be gained by establishing a separate
(a) have a committee or committees to oversee risk,
	with 71(b)	Risk Committee. During the Reporting Period, responsibility for
each of which:	.	overseeing the Company’s risk management rested with the
(i) has at least three members, a majority of		Board. The Company’s Risk Management Policy is disclosed
whom are independent Directors; and		within its Corporate Governance Policy on the Company’s
(ii) is chaired by an independent Director, and		website.
disclose:
(iii) the charter of the committee;		During the Reporting Period the full Board reviewed and where
		necessary amended its risk management and in so doing
(iv) the members of the committee; and
		identified or confirmed business risks, assessed the likelihood and
(v) as at the end of each reporting period, the		materiality of these risks and developed and implemented
number of times the committee met		measures to mitigate these risks.
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
process it employs for overseeing the entity’s risk
management framework.
Recommendation 7.2
The Board or a committee of the Board should:	PARTIALLY	The Risk Management Policy requires that the Audit and Risk
	complies	Committee (or. in its absence, the Board) should, at least
(a) review the entity’s risk management framework at
		annually, satisfy itself that the Company's risk management
least annually to satisfy itself that it continues to be		framework continues to be sound and that the Company is
sound and that the entity is operating with due regard		operating with due regard to the risk appetite set by the Board.
to the risk appetite set by the Board; and
disclose in relation to each reporting period, whether such		Due to the size and nature of its operations the Company's
a review has taken place.		Board has not completed a formal review of the Company's risk
		management framework in the past financial year.

RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
Recommendation 7.3
A listed entity should disclose:	NO	The Company does not currently have an internal audit
		function. The Board works collectively to identify and manage
(a) if it has an internal audit function, how the function is
		operational, financial and compliance risks which could prevent
structured and what role it performs; or		the Company from achieving its objectives.
(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	The Company, as a predominantly exploration company rather
		than an economic producer, has no material exposure to
exposure to environmental or social risks and, if it does, how
		economic, environmental or social sustainability risks.
it manages or intends to manage those risks.
		The Board actively monitors the environment within which the
		Company operates for material exposure to risks and considers
		its options to respond to these risks on a case-by-case basis.

RECOMMENDATIONS (4THEDITION)	COMPLY EXPLANATION	COMPLY EXPLANATION
Principle 8: Remunerate fairly and responsibly
Recommendation 8.1
The Board of a listed entity should:	PARTIALLY
	Complies with The Given the size and composition of the current Board, it
(a) have a remuneration committee which:
	8.1(b)	believes that no efficiencies are to be gained by establishing a
(i) has at least three members, a majority of
		separate Remuneration Committee. During the Reporting
whom are independent Directors; and		Period the Board followed the Company’s Remuneration Policy
(ii) is chaired by an independent Director, and		as disclosed in the Director’s Report of the Company’s Annual
disclose:		Financial Report for the year ended 30 June 2021. In doing so
(iii) the charter of the committee;		the Board employed policies and processes designed to ensure
(iv) the members of the committee; and		equitable and responsible levels and composition of
		remuneration to Directors and senior executives.
(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.
Recommendation 8.2
A listed entity should separately disclose its policies and	YES	During the Reporting Period the Board followed the Company’s
		Remuneration Policy which is separately disclosed in the
practices regarding the remuneration of non-executive
		Director’s Report of the Company’s Annual Financial Report for
Directors and the remuneration of executive Directors and
		the year ended 30 June 2021.
other senior executives.

RECOMMENDATIONS (4THEDITION) COMPLY	RECOMMENDATIONS (4THEDITION) COMPLY	EXPLANATION
Recommendation 8.3
A listed entity which has an equity-based remuneration COMPLIES		The Company has a Securities Trading Policy, which can be
scheme should: with 8.3(b)		found on the Company's website, that encourages Key
(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.		Management Personnel to be long term traders of the Company’s
		securities, prohibits short term trading (with exceptions) and provides
		guidelines to prevent insider trading.
Additional recommendations that apply only in certain cases
Recommendation 9.1
A listed entity with a director who does not speak the	N/A
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.
Recommendation 9.2
A listed entity established outside Australia should ensure	N/A
that meetings of security holders are held at a reasonable
place and time.
Recommendation 9.3
A listed entity established outside Australia, and an	N/A
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.