GREEN360 TECHNOLOGIES LIMITED - Governance Information 2022

Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Suvo Strategic Minerals Limited

ABN 97 140 316 463	Financial year ended:
97 140 316 463	30 June 2022

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://suvo.com.au website:

The Corporate Governance Statement is accurate and up to date as at 13 September 2022 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.[3] Date: 13 September 2022 Name of authorised officer Chris Achurch on behalf of the Board of Directors 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)

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

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

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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.

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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 Where a box below is ticked,4we have followed the recommendation in full for the whole of 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	Corporate Governance Council recommendation Where a box below is ticked,4we have followed the recommendation in full for the whole of 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	Corporate Governance Council recommendation Where a box below is ticked,4we have followed the recommendation in full for the whole of 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	Corporate Governance Council recommendation Where a box below is ticked,4we have followed the recommendation in full for the whole of 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: …………………………………………………………………………….. [insert location] and we have disclosed the information referred to in paragraph (c) at: …………………………………………………………………………….. [insert location] and if we were included in the S&P / ASX 300 Index at the commencement of the reporting period our measurable objective for achieving gender diversity in the composition of its board of not less than 30% of its directors of each gender within a specified period. `☒` set out in our Corporate Governance Statement OR `☐` we are an externally managed entity and this recommendation is therefore not applicable
1.6	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose 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: …………………………………………………………………………….. set out in our Corporate Governance Statement and whether a performance evaluation was undertaken for the reporting period in accordance with that process at: …………………………………………………………………………….. set out in our Corporate Governance Statement	`☐` set out in our Corporate Governance Statement OR `☐` we are an externally managed entity and this recommendation is therefore not applicable

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

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

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

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

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Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: 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: ☐ ☒ set out in our Corporate Governance Statement OR
(a) have a nomination committee which: [ If the entity complies with paragraph (a): ] ☐ we are an externally managed entity and this recommendation
(1) has at least three members, a majority of whom are is therefore not applicable
and we have disclosed a copy of the charter of the committee at:
independent directors; and
(2) is chaired by an independent director, …………………………………………………………………………….. [ insert location ]
and disclose:
and the information referred to in paragraphs (4) and (5) at:
(3) the charter of the committee; ……………………………………………………………………………..
(4) the members of the committee; and [ insert location ]
(5) as at the end of each reporting period, the number [ If the entity complies with paragraph (b): ]
of times the committee met throughout the period and we have disclosed the fact that we do not have a nomination
and the individual attendances of the members at
committee and the processes we employ to address board
those meetings; or
succession issues and to ensure that the board has the appropriate
(b) if it does not have a nomination committee, disclose that balance of skills, knowledge, experience, independence and
fact and the processes it employs to address board diversity to enable it to discharge its duties and responsibilities
succession issues and to ensure that the board has the effectively at:
appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its …………………………………………………………………………….. [ insert location ]
duties and responsibilities effectively.
2.2 A listed entity should have and disclose a board skills matrix ☒ ☐ set out in our Corporate Governance Statement OR
setting out the mix of skills that the board currently has or is and we have disclosed our board skills matrix at: ☐ we are an externally managed entity and this recommendation
looking to achieve in its membership.
…………………………………………………………………………….. is therefore not applicable
set out in our Corporate Governance Statement
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ASX Listing Rules Appendix 4G (current at 17/7/2020)

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

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

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

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

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

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Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1 The board of a listed entity should: ☐ ☒ set out in our Corporate Governance Statement
(a) have an audit committee which:
[ If the entity complies with paragraph (a): ]
(1) has at least three members, all of whom are non-
and we have disclosed a copy of the charter of the committee at:
executive directors and a majority of whom are
independent directors; and ……………………………………………………………………………..
[ insert location ]
(2) is chaired by an independent director, who is not
the chair of the board, and the information referred to in paragraphs (4) and (5) at:
and disclose: ……………………………………………………………………………..
[ insert location ]
(3) the charter of the committee;
[ If the entity complies with paragraph (b): ]
(4) the relevant qualifications and experience of the
and we have disclosed the fact that we do not have an audit
members of the committee; and
committee and the processes we employ that independently verify
(5) in relation to each reporting period, the number of
and safeguard the integrity of our corporate reporting, including the
times the committee met throughout the period and
processes for the appointment and removal of the external auditor
the individual attendances of the members at those
and the rotation of the audit engagement partner at:
meetings; or
(b) if it does not have an audit committee, disclose that fact …………………………………………………………………………….. [ insert location ]
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.
4.2 The board of a listed entity should, before it approves the ☒ ☐ set out in our Corporate Governance Statement
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.
4.3 A listed entity should disclose its process to verify the integrity ☒ ☐ set out in our Corporate Governance Statement
of any periodic corporate report it releases to the market that is
not audited or reviewed by an external auditor.
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ASX Listing Rules Appendix 4G (current at 17/7/2020)

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

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Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: 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 ☒ ☐ set out in our Corporate Governance Statement
complying with its continuous disclosure obligations under
and we have disclosed our continuous disclosure compliance policy
listing rule 3.1.
at:
……………………………………………………………………………..
www.suvo.com.au
5.2 A listed entity should ensure that its board receives copies of all ☒ ☐ set out in our Corporate Governance Statement
material market announcements promptly after they have been
made.
5.3 A listed entity that gives a new and substantive investor or ☒ ☐ set out in our Corporate Governance Statement
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
6.1 A listed entity should provide information about itself and its ☒ ☐ set out in our Corporate Governance Statement
governance to investors via its website.
and we have disclosed information about us and our governance on
our website at:
……………………………………………………………………………..
www.suvo.com.au
6.2 A listed entity should have an investor relations program that ☒ ☐ set out in our Corporate Governance Statement
facilitates effective two-way communication with investors.
6.3 A listed entity should disclose how it facilitates and encourages ☒ ☐ set out in our Corporate Governance Statement
participation at meetings of security holders.
and we have disclosed how we facilitate and encourage participation
at meetings of security holders at:
……………………………………………………………………………..
www.suvo.com.au
6.4 A listed entity should ensure that all substantive resolutions at a ☒ ☐ set out in our Corporate Governance Statement
meeting of security holders are decided by a poll rather than by
a show of hands.
6.5 A listed entity should give security holders the option to receive ☒ ☐ set out in our Corporate Governance Statement
communications from, and send communications to, the entity
and its security registry electronically.
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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 recommendation in full for the whole of 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	Where a box below is ticked,4we have followed the recommendation in full for the whole of 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: …………………………………………………………………………….. [insert location] `☒` 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: …………………………………………………………………………….. www.suvo.com.au	`☐` set out in our Corporate Governance Statement

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

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

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

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

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Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1 The board of a listed entity should: ☐ ☒ set out in our Corporate Governance Statement OR
(a) have a remuneration committee which: [ If the entity complies with paragraph (a): ] ☐ we are an externally managed entity and this recommendation
(1) has at least three members, a majority of whom are is therefore not applicable
and we have disclosed a copy of the charter of the committee at:
independent directors; and
(2) is chaired by an independent director, …………………………………………………………………………….. [ insert location ]
and disclose:
and the information referred to in paragraphs (4) and (5) at:
(3) the charter of the committee; ……………………………………………………………………………..
(4) the members of the committee; and [ insert location ]
(5) as at the end of each reporting period, the number [ If the entity complies with paragraph (b): ]
of times the committee met throughout the period and we have disclosed the fact that we do not have a remuneration
and the individual attendances of the members at
committee and the processes we employ for setting the level and
those meetings; or
composition of remuneration for directors and senior executives and
(b) if it does not have a remuneration committee, disclose ensuring that such remuneration is appropriate and not excessive:
that fact and the processes it employs for setting the level and composition of remuneration for directors and senior …………………………………………………………………………….. [ insert location ]
executives and ensuring that such remuneration is
appropriate and not excessive.
8.2 A listed entity should separately disclose its policies and ☒ ☐ set out in our Corporate Governance Statement OR
practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior and we have disclosed separately our remuneration policies and ☐ we are an externally managed entity and this recommendation
executives. practices regarding the remuneration of non-executive directors and is therefore not applicable
the remuneration of executive directors and other senior executives
at:
……………………………………………………………………………..
In the Company’s Remuneration Report (within the Company’s
Annual Report)
www.suvo.com.au
8.3 A listed entity which has an equity-based remuneration scheme ☒ ☐ set out in our Corporate Governance Statement OR
should:
and we have disclosed our policy on this issue or a summary of it at: ☐ we do not have an equity-based remuneration scheme and
(a) enter into transactions (whether through the use of have a policy on whether participants are permitted to ……………………………………………………………………… this recommendation is therefore not applicable OR
In the Company’s Remuneration Report (within the Company’s ☐ we are an externally managed entity and this recommendation
derivatives or otherwise) which limit the economic risk of
Annual Report) is therefore not applicable
participating in the scheme; and
(b) disclose that policy or a summary of it. www.suvo.com.au
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ASX Listing Rules Appendix 4G (current at 17/7/2020)

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

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Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: 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 N/A ☐ set out in our Corporate Governance Statement OR
in which board or security holder meetings are held or key ☐ we do not have a director in this position and this
corporate documents are written should disclose the processes
recommendation is therefore not applicable OR
it has in place to ensure the director understands and can
contribute to the discussions at those meetings and ☐ we are an externally managed entity and this recommendation
understands and can discharge their obligations in relation to is therefore not applicable
those documents.
9.2 A listed entity established outside Australia should ensure that N/A ☐ set out in our Corporate Governance Statement OR
meetings of security holders are held at a reasonable place and ☐ we are established in Australia and this recommendation is
time.
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 N/A ☐ set out in our Corporate Governance Statement OR
managed listed entity that has an AGM, should ensure that its ☐ we are established in Australia and not an externally managed
external auditor attends its AGM and is available to answer
listed entity and this recommendation is therefore not
questions from security holders relevant to the audit.
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 N/A ☐ set out in our Corporate Governance Statement
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.
- Alternative to Recommendations 8.1, 8.2 and 8.3 for externally N/A ☐ set out in our Corporate Governance Statement
managed listed entities:
An externally managed listed entity should clearly disclose the
terms governing the remuneration of the manager.
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ASX Listing Rules Appendix 4G (current at 17/7/2020)

SUVO STRATEGIC MINERALS LIMITED ABN 97 140 316 463 (Company)

CORPORATE GOVERNANCE STATEMENT

This Corporate Governance Statement is current as at 13 September 2022 and has been approved by the Board of the Company on that date.

This Corporate Governance Statement discloses the extent to which the Company follows 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 will not be followed have been identified and reasons provided for not following them along with what (if any) alternative governance practices the Company intends to adopt in lieu of the recommendation.

The Company has adopted a Corporate Governance Plan which provides the written terms of reference for the Company’s corporate governance duties.

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 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 Company’s Corporate Governance Plan is available on the Company’s website at www.suvo.com.au

/1257_7

RECOMMENDATIONS (4TH EDITION) COMPLY	RECOMMENDATIONS (4TH EDITION) COMPLY	EXPLANATION
*Principle 1: Lay solid foundations for management and oversight*
Recommendation 1.1 A listed entity should have and disclose a board charter setting out: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management.	YES	The Company has adopted a Board Charter that sets out the specific roles and responsibilities of the Board 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 Chairman 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 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.	YES	The Company has guidelines for the appointment and 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. In the event of an unsatisfactory check, a Director is required to submit their resignation. 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 (4TH EDITION)	COMPLY	EXPLANATION
Recommendation 1.3 A listed entity should have a written agreement with each Director and senior executive setting out the terms of their appointment.	YES	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 written agreements with each of its Directors and senior executives.
Recommendation 1.4 The Company Secretary of a listed entity should be accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board.	YES	The 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.
Recommendation 1.5 A listed entity should: (a) have and disclose a diversity policy; (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior 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	PARTIALLY	The Company’ workforce, including employees, contractors, management and the Board, is made up of individuals with diverse skills, values, backgrounds and experiences that bring to the Company the skills and expertise that are required for the Company to enhance its performance. The Company values diversity and recognises the benefit it can bring in achieving the Company’s goals. To this end, the Company has a Diversity Policy Charter that reflects its commitments and objectives, and includes requirements for the Board to annually review performance against these objectives, as part of its annual performance assessment. The Company has established a Diversity Policy. A copy of the Diversity Policy is available in the Corporate Governance section of the Company’s website.

RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
(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 the 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.		Due to the current early stage, size and composition of the organisation, the Board does not consider it appropriate to provide measurable objectives in relation to gender. The Company is committed to ensuring that the appropriate mix of skills, experience, expertise and diversity are considered when employing staff at all levels of the organisation, and when making new senior executive and Board appointments, and is satisfied that the composition of employees, senior executives and members is appropriate considering its size and environment. The Company has the objective to improve the current ratio of women to men with its proposed staff recruitment as soon as the scale of its operations allows so.
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	The Board/Nomination Committee/Remuneration Committee (each and as applicable, and in its absence the Board) conducts an annual review of the performance of the Board, its committees, individual directors and senior executives. An annual review includes the role of the Board over the previous 12 months and examines ways the Board can be assisted in performing its duties more effectively. The review includes; comparing the performance of the Board with the requirements of its charter, examination of the Boards interaction with management, the nature of information provided to the Board by management, managements performance in assisting the Board to meet its objectives and analysis of whether there is a need for existing Directors to undertake professional development. A similar review may be conducted for each committee by the Board with the aim of assessing the performance of each committee and identifying areas where improvements can be made. The remuneration committee will oversee the evaluation of the

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RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
remuneration of the Company’s senior executives. This evaluation
is based on specific criteria.
The Company completes performance evaluations in respect of
the Board, individual directors and committees (if any) for each
financial year in accordance with its policy.
Recommendation 1.7 The Company’s Nomination Committee (or, in its absence, the
A listed entity should: YES Board) is responsible for evaluating the performance of the
Company’s senior executives on an annual basis. The Company’s
(a) have and disclose a process for evaluating the
Remuneration Committee (or, in its absence, the Board) is
performance of its senior executives at least once
responsible for evaluating the remuneration of the Company’s
every reporting period; and
senior executives on an annual basis. A senior executive, for these
(b) disclose for each reporting period whether a
purposes, means key management personnel (as defined in the
performance evaluation has been undertaken in
Corporations Act) other than a non-executive Director.
accordance with that process during or in respect
of that period.
The applicable processes for these evaluations can be found in
the Company’s Corporate Governance Plan, which is available
on the Company’s website.
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 completes performance evaluations in respect of the
senior executives (if any) for each financial year in accordance
with its policy.
Principle 2: Structure the Board to be effective and add value
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RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
Recommendation 2.1 The Board of a listed entity should: (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.	NO	The Company does not have a Nomination Committee. 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. The Company does not have a Nomination Committee as the Board considers that the Company will not currently 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: - devoting time at least annually to discuss Board succession issues and updating the Company’s Board skills matrix; and - all Board members being involved in the Company’s nomination process, to the maximum extent permitted under the Corporations Act and ASX Listing Rules.
Recommendation 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.	YES	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, add value and to ensure the Board has the ability to deal with new and emerging business and governance issues.

RECOMMENDATIONS (4[TH] EDITION) COMPLY EXPLANATION The Board undertakes an annual (or as required) evaluation of the skills matrix to ensure that the Board’s skills satisfy the ongoing skills and experience needed to execute the Company’s business strategy and to identify any gaps in the skills and experience of the Board. The Board will then assess all future candidates for Board positions and the performance of its current membership on this basis.

The Board undertakes an annual (or as required) evaluation of the skills matrix to ensure that the Board’s skills satisfy the ongoing skills and experience needed to execute the Company’s business strategy and to identify any gaps in the skills and experience of the Board. The Board will then assess all future candidates for Board positions and the performance of its current membership on this basis. The Board Charter requires the disclosure of each Board member’s qualifications and expertise. Full details as to each Director and senior executive’s relevant skills and experience are available in the Company’s Annual Report.	The Board undertakes an annual (or as required) evaluation of the skills matrix to ensure that the Board’s skills satisfy the ongoing skills and experience needed to execute the Company’s business strategy and to identify any gaps in the skills and experience of the Board. The Board will then assess all future candidates for Board positions and the performance of its current membership on this basis. The Board Charter requires the disclosure of each Board member’s qualifications and expertise. Full details as to each Director and senior executive’s relevant skills and experience are available in the Company’s Annual Report.
	Director Skills Capital Markets Resources Mining Geology Finance Accounting Listed Company
	Henk Ludik     
	Aaron Banks     
	Ian Wilson     

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RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
Oliver     
Barnes
Recommendation 2.3 Name Position Independent Length of Service
A listed entity should disclose: YES
(a) the names of the Directors considered by the
Board to be independent Directors; Executive Appointed 14
Henk Ludik No
(b) if a Director has an interest, position or relationship Chairman March 2022
of the type described in Box 2.3 of the ASX
Corporate Governance Principles and Aaron Executive No Appointed 30
Recommendations (4th Edition), but the Board is of Banks Director July 2020
the opinion that it does not compromise the
independence of the Director, the nature of the Non- Yes Appointed 1
interest, position or relationship in question and an
Ian Wilson Executive September
explanation of why the Board is of that opinion; Director 2020
and
(c) the length of service of each Director
Non- Yes
Oliver Appointed 14
Executive
Barnes March 2022
Director
Executive- No Appointed 30
Director July 2020
Leonard
Troncone
Ceased 29
July 2021
Appointed 30
Robert Executive
No July 2020
Martin Chairman
Ceased 14
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RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
March 2022
Recommendation 2.4 The Company’s Board Charter requires that, where practical, the
A majority of the Board of a listed entity should be NO majority of the Board should be independent.
independent Directors. There are currently 4 directors, 2 are Independent.
The Board believes that its composition represents an appropriate
balance of executive and non-executive directors to achieve the
promotion of shareholder interests and effective governance of
the business, given the Company’s current size and stage of
development. The Board also has access to, and the ability to
engage with, senior executives who may also attend
Board/Committee meetings by invitation.
The Board will actively work towards ensuring there is a majority of
independent directors as the Company develops and increases
in size.
Recommendation 2.5 The Board Charter provides that, where practical, the Chair of the
The Chair of the Board of a listed entity should be an NO Board should be an independent Director and should not be the
independent Director and, in particular, should not be the CEO/Managing Director.
same person as the CEO of the entity. The Executive Chair of the Company is not an independent
Director.
The Company does not currently have a CEO/Managing Director.
Recommendation 2.6 In accordance with the Company’s Board Charter, the
A listed entity should have a program for inducting new YES Nomination Committee (or, in its absence, the Board) is
Directors and for periodically reviewing whether there is a responsible for the approval and review of induction and
need for existing directors to undertake professional continuing professional development programs and procedures
development to maintain the skills and knowledge needed for Directors to ensure that they can effectively discharge their
to perform their role as Directors effectively. responsibilities.
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RECOMMENDATIONS (4TH EDITION) COMPLY	RECOMMENDATIONS (4TH EDITION) COMPLY	EXPLANATION
		The Company Secretary is responsible for facilitating the induction and professional development of Directors (and does so as appropriate).
*Principle 3: Instil a culture of acting lawfully, ethically and responsibly*
Recommendation 3.1 A listed entity should articulate and disclose its values.	YES	The Company and its subsidiary companies (if any) are 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. 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 are given appropriate training on the Company’s values and senior executives will continually reference such values.
Recommendation 3.2 A listed entity should: (a) have and disclose a code of conduct for its Directors, senior executives and employees; and (b) ensure that the Board or a committee of the Board is informed of any material breaches of that code.	YES	The Company’s Corporate Code of Conduct applies to the Company’s Directors, senior executives and employees. The Company’s Corporate Code of Conduct (which forms part of the Company’s Corporate Governance Plan) is available on the Company’s website. Any material breaches of the Code of Conduct are reported to the Board or a committee of the Board.
Recommendation 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.	YES	The Company’s Whistleblower Protection Policy (which forms part of the Corporate Governance Plan) is available on the Company’s website.

RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
		Any material breaches of the Whistleblower Protection Policy are to be reported to the Whistleblower Protection Officer, a relevant Supervisor/Senior Manager, the Chairman, any member of the Board, or the Company Secretary (as appropriate). Reports can be made by email, telephone or in person. In certain cases the disclosing party may feel more comfortable making an anonymous disclosure.
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.
*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	NO	The Company’s Corporate Governance Plan contains an Audit and Risk Committee Charter that provides for the creation of an Audit and Risk Committee with at least three members, all of whom must be non-executive Directors, and a majority of the Committee being independent Directors. The Committee must be chaired by an independent Director who is not the Chair of the Board. The Board has decided not to form a separate Audit Committee at this stage. The Board believes that no efficiencies or other benefits would be gained by establishing a separate Audit Committee. The Board has adopted the Audit Committee Charter, however the Board as a whole performs the function of the Audit Committee. Due to the size and scale of its operations, the Board as a whole considers that it is more efficient and effective for the corporate reporting process to not have an Audit Committee at this stage. The Board will monitor this position as the Company’s circumstances change.

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RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
(b) if it does not have an audit committee, disclose
that fact and the processes it employs that The Board as whole determines when to seek the appointment or
independently verify and safeguard the integrity of removal of the external auditor, and subject to any statutory
its corporate reporting, including the processes for requirements, the Board will also seek rotation of the audit partner
the appointment and removal of the external on an as required basis.
auditor and the rotation of the audit engagement
A copy of the Audit Committee Charter is available in the
partner.
Corporate Governance section of the Company’s website.
Recommendation 4.2 The Company’s Audit and Risk Committee Charter requires the
The Board of a listed entity should, before it approves the YES CEO and CFO (or, if none, the person(s) fulfilling those functions)
entity’s financial statements for a financial period, receive to provide a sign off on these terms.
from its CEO and CFO a declaration that in their opinion the The Board ensures that before it approves the entity’s financial
financial records of the entity have been properly statements for a financial period it receives declarations that the
maintained and that the financial statements comply with financial records of the entity have been properly maintained and
the appropriate accounting standards and give a true and that the financial statements comply with the appropriate
fair view of the financial position and performance of the accounting standards and give a true and fair view of the
entity and that the opinion has been formed on the basis of financial position and performance of the Company and that the
a sound system of risk management and internal control opinion has been formed on the basis of a sound system of risk
which is operating effectively. management and internal control which is operating effectively.
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RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION	RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION	RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
(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.		The Board as whole determines when to seek the appointment or removal of the external auditor, and subject to any statutory requirements, the Board will also seek rotation of the audit partner on an as required basis. A copy of the Audit Committee Charter is available in the Corporate Governance section of the Company’s website.
Recommendation 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.	YES	The Company’s Audit and Risk Committee Charter requires the CEO and CFO (or, if none, the person(s) fulfilling those functions) to provide a sign off on these terms. The Board ensures that before it approves the entity’s financial statements for a financial period it receives declarations 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 Company 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 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.	YES	The Board is responsible for reviewing all communications to the market to ensure they are full and accurate and comply with the Company’s obligations.
*Principle 5: Make timely and balanced disclosure*
Recommendation 5.1 A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1.	YES	The Company has adopted a Continuous Disclosure Policy which sets out the processes and practices that ensure its compliance with the continuous disclosure requirements under applicable Listing Rules and applicable corporation law (including the Corporations Act). A copy of the Continuous Disclosure Policy is available in the Corporate Governance section of the Company’s website.

RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
Recommendation 5.2 A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.	YES	All announcements are circulated to the board before (if material) or immediately after release to the market (if not material).
Recommendation 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.	YES	Any new and substantive investor or analyst presentation will be released on the ASX Markets Announcement 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. As part of the Company’s developing investor relations program, shareholders can register with the Company to receive email notifications of 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. Shareholders are encouraged to participate at all GMs and AGMs of the Company. Upon the despatch of any notice of meeting to shareholders, the Company Secretary shall send out material with that notice of meeting stating that all shareholders are encouraged to participate at the meeting. The Company will ensure that appropriate technology is used to facilitate the participation of shareholders at such meetings and that meetings will be held at a reasonable time and place. Shareholders who are unable to attend meetings may ask questions or provide

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RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
comments ahead of meetings.
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 Shareholders are encouraged to participate at all GMs and AGMs
of the Company. Upon the despatch of any notice of meeting to
A listed entity should disclose how it facilitates and YES
shareholders, the Company Secretary shall send out material with
encourages participation at meetings of security holders.
that notice of meeting stating that all shareholders are
encouraged to participate at the meeting. The Company will
ensure that appropriate technology is used to facilitate the
participation of shareholders at such meetings and that meetings
will be held at a reasonable time and place. Shareholders who
are unable to attend meetings may ask questions or provide
comments ahead of meetings.
Shareholders are always given the opportunity to ask questions of
Directors and management, either during or after meetings.
In addition, the company’s auditor is also made available for
questions at the Company’s AGM of Shareholders.
Recommendation 6.4 Per the Company’s Corporate Governance Policy and
specifically the Shareholder Communication Strategy section, all
A listed entity should ensure that all substantive resolutions YES
substantive resolutions at shareholder meetings will be decided by
at a meeting of security holders are decided by a poll
a poll rather than a show of hands.
rather than by a show of hands.
Recommendation 6.5 YES The Company welcomes electronic communications from its
A listed entity should give security holders the option to Shareholders via the Contacts page on the Company’s website.
receive communications from, and send communications
to, the entity and its security registry electronically.
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RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
		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. Shareholders queries should be referred to the Company Secretary at first instance. The Company’s share registry also engages with Shareholders electronically and makes available a range of relevant forms on its website and provides Shareholders with options to receive communications from, and send communications to, the Company and its security registry electronically. Shareholders can register with the share registry to access their personal information and shareholdings via the internet.
*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	NO	The Board has decided not to form a separate Risk Committee at this stage. The Board believes that no efficiencies or other benefits would be gained by establishing a separate Risk Committee. The Board has adopted a Risk Committee Charter, however the Board as a whole performs the function of the Risk Committee. Due to the size and scale of its operations, the Board as a whole considers that it is more efficient and effective for the corporate reporting process to not have a Risk Committee at this stage. The Board will monitor this position as the Company’s circumstances change. The Board as whole determines when to seek the appointment or removal of the external auditor, and subject to any statutory

RECOMMENDATIONS (4[TH] EDITION)

(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

COMPLY

EXPLANATION

requirements, the Board will also seek rotation of the audit partner on an as required basis.

A copy of the Risk Committee Charter is available in the Corporate Governance section of the Company’s website.

(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: 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.

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, that the Company is operating with due regard to the risk appetite set by the Board and to satisfy itself that the framework deals adequately with contemporary and emerging risk such as conduct risk, digital disruption, cyber security, privacy and data breaches, sustainability and climate change.

The Company’s Corporate Governance Plan requires the Company to disclose at least annually whether such a review of the Company’s risk management framework has taken place and report on the above items.

A copy can be found in the Corporation Governance section on the Company’s website.

The Company confirms that it is operating with due regard to the risk appetite set by the Board.

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RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
Recommendation 7.3 The Audit and Risk Committee Charter provides for the Audit and
A listed entity should disclose: NO Risk Committee to monitor and periodically review the need for
an internal audit function, as well as assessing the performance
(a) if it has an internal audit function, how the function
and objectivity of any internal audit procedures that may be in
is structured and what role it performs; or
place.
(b) if it does not have an internal audit function, that
The Company does not have an internal audit function. The Board
fact and the processes it employs for evaluating
considers the process employed pursuant to the Audit and Risk
and continually improving the effectiveness of its
Committee Charter and Risk Management Policy are sufficient for
governance, risk management and internal
evaluating and continually improving the effectiveness of its risk
control processes.
management and internal control processes given the size and
complexity of the current business.
Recommendation 7.4 The Audit and Risk Committee Charter requires the Audit and Risk
A listed entity should disclose whether it has any material YES Committee (or, in its absence, the Board) to assist management
exposure to environmental or social risks and, if it does, how to determine whether the Company has any potential or
it manages or intends to manage those risks. apparent exposure to environmental or social risks and, if it does,
put in place management systems, practices and procedures to
manage those risks.
Where the Company does not have material exposure to
environmental or social risks, The Company must report the basis
for that determination to the Board, and where appropriate
benchmark the Company’s environmental or social risk profile
against its peers.
The Company will disclose this information in its Annual Report
which is available on the Company’s website.
Principle 8: Remunerate fairly and responsibly
Recommendation 8.1 The Board has decided not to form a separate Remuneration
The Board of a listed entity should: NO Committee at this stage. The Board believes that no efficiencies
or other benefits would be gained by establishing a separate
(a) have a remuneration committee which:
Remuneration Committee.
(i) has at least three members, a majority of
whom are independent Directors; and
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RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
(ii) is chaired by an independent Director, The Board has adopted a Remuneration Committee Charter,
and disclose: however the Board as a whole performs the function of the
Remuneration Committee.
(iii) the charter of the committee;
(iv) the members of the committee; and
The Board periodically undertakes a review to ensure that the level
(v) as at the end of each reporting period, the
and composition of remuneration for Directors and senior
number of times the committee met
executives is appropriate and not excessive.
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 The Company will separately disclose its policies and practices
A listed entity should separately disclose its policies and YES regarding the remuneration of the Company’s Non-Executive
practices regarding the remuneration of non-executive Directors and the remuneration of its Executive Directors and
Directors and the remuneration of executive Directors and Senior Executives in the Remuneration Report in the Company’s
other senior executives. Annual Report, available on the Company’s website.
Recommendation 8.3 The use of derivatives or other hedging arrangements for unvested
securities of the company or vested securities of the company
A listed entity which has an equity-based remuneration YES
which are subject to escrow arrangements is prohibited.
scheme should:
(a) have a policy on whether participants are Where a director or other senior executive uses derivatives or
permitted to enter into transactions (whether other hedging arrangements over vested securities of the
through the use of derivatives or otherwise) which company, this will be disclosed.
limit the economic risk of participating in the
scheme; and Further details regarding the Company’s equity-based schemes
(b) disclose that policy or a summary of it. are set out in the Remuneration Report within the Annual Report.
Additional recommendations that apply only in certain cases
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RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
Recommendation 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.	N/A
Recommendation 9.2 A listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time.	N/A
Recommendation 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.	N/A

AI assistant

GREEN360 TECHNOLOGIES LIMITED Governance Information 2022

65020_rns_2022-09-12_f3e33b7c-32c9-4b4d-a55e-16ed99d06072.pdf

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

SUVO STRATEGIC MINERALS LIMITED ABN 97 140 316 463 (Company)

CORPORATE GOVERNANCE STATEMENT

RECOMMENDATIONS (4[TH] EDITION)

COMPLY

EXPLANATION

Recommendation 7.2

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GREEN360 TECHNOLOGIES LIMITED — Governance Information 2022

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Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

SUVO STRATEGIC MINERALS LIMITED ABN 97 140 316 463 (Company)

CORPORATE GOVERNANCE STATEMENT

RECOMMENDATIONS (4[TH] EDITION)

COMPLY

EXPLANATION

Recommendation 7.2

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GREEN360 TECHNOLOGIES LIMITED Governance Information 2022