HASTINGS TECHNOLOGY METALS LTD — Governance Information 2021

Sep 29, 2021

Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Hastings Technology Limited

ABN/ARBN 43 122 911 399	Financial year ended:
43 122 911 399	30 June 2021

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

These pages of our ☐ annual report: This URL on our https://hastingstechmetals.com/about-us/governance/ ☒ website:

The Corporate Governance Statement is accurate and up to date as at 29 September 2021 and has been approved by the board.

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

Date: 30 September 2021 Name of authorised officer Guy Robertson – Company Secretary authorising lodgement:

1 “Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of Listing Rule 4.10.3.

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

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

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

3 Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection. See notes 4 and 5 below for further instructions on how to complete this form.

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

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

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should have and disclose a board charter setting out: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management.	☒ and we have disclosed a copy of our board charter at: https://hastingstechmetals.com/about-us/governance/ [insert location]	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.2	A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.	☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.4	The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.	☒	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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

5 If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

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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 recommendationin fullfor thewholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
1.5	A listed entity should: (a) have and disclose a diversity policy; (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and (c) disclose in relation to each reporting period: (1) the measurable objectives set for that period to achieve gender diversity; (2) the entity’s progress towards achieving those objectives; and (3) either: (A) the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or (B) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act. If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period.	☐ and we have disclosed a copy of our diversity policy at: https://hastingstechmetals.com/about-us/governance/ [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 StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.6	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	☒ and we have disclosed the evaluation process referred to in paragraph (a) at: Our Corporate Governance Statement. [insert location] and whether a performance evaluation was undertaken for the reporting period in accordance with that process at: Our Corporate Governance Statement [insert location]	☐ set out in our Corporate Governance StatementOR ☐ 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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1	The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.	☒ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: https://hastingstechmetals.com/about-us/governance/ [insert location] and the information referred to in paragraphs (4) and (5) at: Our Corporate Governance Statement [insert location] [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have a nomination committee and the processes we employ to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively at: …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership.	☒ and we have disclosed our board skills matrix at: Our Corporate Governance Statement [insert location]	☐ set out in our Corporate Governance StatementOR ☐ 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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
2.3	A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, affiliation or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.	☒ and we have disclosed the names of the directors considered by the board to be independent directors at: Our Corporate Governance Statement [insert location] and, where applicable, the information referred to in paragraph (b) at: …………………………………………………………………………….. [insert location] and the length of service of each director at: …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance Statement
2.4	A majority of the board of a listed entity should be independent directors.	☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.5	The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.6	A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively.	☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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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 recommendationin fullfor thewholeof 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 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1	A listed entity should articulate and disclose its values.	☒ and we have disclosed our values at: In our Code of Conduct and Corporate Governance Statement available athttps://hastingstechmetals.com/about-us/governance/ [insert location]	☐ set out in our Corporate Governance Statement
3.2	A listed entity should: (a) have and disclose a code of conduct for its directors, senior executives and employees; and (b) ensure that the board or a committee of the board is informed of any material breaches of that code.	☒ and we have disclosed our code of conduct at: https://hastingstechmetals.com/about-us/governance/ [insert location]	☐ set out in our Corporate Governance Statement
3.3	A listed entity should: (a) have and disclose a whistleblower policy; and (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy.	☒ and we have disclosed our whistleblower policy at: https://hastingstechmetals.com/about-us/governance/ [insert location]	☐ set out in our Corporate Governance Statement
3.4	A listed entity should: (a) have and disclose an anti-bribery and corruption policy; and (b) ensure that the board or committee of the board is informed of any material breaches of that policy.	☒ and we have disclosed our anti-bribery and corruption policy at: https://hastingstechmetals.com/about-us/governance/ [insert location]	☐ 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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1	The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non- executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.	☒ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: https://hastingstechmetals.com/about-us/governance/ [insert location] and the information referred to in paragraphs (4) and (5) at: Our Corporate Governance Statement [insert location] [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have an audit committee and the processes we employ that independently verify and safeguard the integrity of our corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner at: Our Corporate Governance Statement [insert location]	☐ set out in our Corporate Governance Statement
4.2	The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.	☒	☐ set out in our Corporate Governance Statement
4.3	A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor.	☒	☐ set out in our Corporate Governance Statement

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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 recommendationin fullfor thewholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1.	☒ and we have disclosed our continuous disclosure compliance policy at: https://hastingstechmetals.com/about-us/governance/ [insert location]	☐ set out in our Corporate Governance Statement
5.2	A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.	☒	☐ set out in our Corporate Governance Statement
5.3	A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation.	☒	☐ set out in our Corporate Governance Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information about itself and its governance to investors via its website.	☒ and we have disclosed information about us and our governance on our website at: https://hastingstechmetals.com/about-us/governance/ [insert location]	☐ set out in our Corporate Governance Statement
6.2	A listed entity should have an investor relations program that facilitates effective two-way communication with investors.	☒	☐ set out in our Corporate Governance Statement
6.3	A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.	☒ and we have disclosed how we facilitate and encourage participation at meetings of security holders at: Our Corporate Governance Statement [insert location]	☐ set out in our Corporate Governance Statement
6.4	A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands.	☒	☐ set out in our Corporate Governance Statement

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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 recommendationin fullfor thewholeof 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
6.5	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	☒	☐ set out in our Corporate Governance Statement
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: https://hastingstechmetals.com/about-us/governance/ [insert location] and the information referred to in paragraphs (4) and (5) at: Our Corporate Governance Statement [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: Our Corporate Governance Statement [insert location]	☐ 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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
7.3	A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes.	☒ [If the entity complies with paragraph (a):] and we have disclosed how our internal audit function is structured and what role it performs at: …………………………………………………………………………….. [insert location] [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have an internal audit function and the processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control processes at: Our Corporate Governance Statement [insert location]	☐ set out in our Corporate Governance Statement
7.4	A listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does, how it manages or intends to manage those risks.	☒ and we have disclosed whether we have any material exposure to environmental and social risks at: Our Corporate Governance Statement [insert location] and, if we do, how we manage or intend to manage those risks at: Our Corporate Governance Statement [insert location]	☐ 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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.	☒ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: https://hastingstechmetals.com/about-us/governance/ [insert location] and the information referred to in paragraphs (4) and (5) at: Our Corporate Governance Statement [insert location] [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have a remuneration committee and the processes we employ for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive: …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
8.2	A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.	☒ and we have disclosed separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives at: In our Corporate Governance Statement and the Remuneration Report forming part of the Company’s Annual Report for the year ended 30 June 2021 [insert location]	☐ 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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof 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
8.3	A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.	☒ and we have disclosed our policy on this issue or a summary of it at: in our Corporate Governance Statement and the Company’s Securities Trading Policy available at https://hastingstechmetals.com/about-us/governance/ [insert location]	☐ set out in our Corporate Governance StatementOR ☐ we do not have an equity-based remuneration scheme and this recommendation is therefore not applicableOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1	A listed entity with a director who does not speak the language in which board or security holder meetings are held or key corporate documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the discussions at those meetings and understands and can discharge their obligations in relation to those documents.	☐ and we have disclosed information about the processes in place at: ……………………………………………………………………… [insert location]	☐ set out in our Corporate Governance Statement OR ☐ we do not have a director in this position and this recommendation is therefore not applicable OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
9.2	A listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time.	☐	☐ set out in our Corporate Governance StatementOR ☐ we are established in Australia and this recommendation is therefore not applicable OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
9.3	A listed entity established outside Australia, and an externally managed listed entity that has an AGM, should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.	☐	☐ set out in our Corporate Governance StatementOR ☐ we are established in Australia and not an externally managed listed entity and this recommendation is therefore not applicable ☐ we are an externally managed entity that does not hold an AGM and this recommendation is therefore not applicable

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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 recommendationin fullfor thewholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-	Alternative to Recommendation 1.1 for externally managed listed entities: The responsible entity of an externally managed listed entity should disclose: (a) the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; and (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements.	☐ and we have disclosed the information referred to in paragraphs (a) and (b) at: …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance Statement
-	Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities: An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager.	☐ and we have disclosed the terms governing our remuneration as manager of the entity at: …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance Statement

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

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CORPORATE GOVERNANCE STATEMENT

The Board of Directors of Hastings Technology Metals Ltd is responsible for the corporate governance of the Group.

The Board guides and monitors the business and affairs of Hastings Technology Metals Ltd on behalf of the shareholders by whom they are elected and to whom they are accountable.

Hastings Technology Metals Ltd’s Corporate Governance Statement is structured with reference to the Corporate Governance Council’s principles and recommendations, which are as follows:

Hastings Technology Metals Limited’s corporate governance practices were in place throughout the year ended 30 June 2021.

1. LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

• 1.1 A listed entity should disclose:

• (a) The respective roles and responsibilities of the board and management

• (b) those matters expressly reserved to the board and those delegated to management.

The principal responsibilities or functions of the Board are as follows:

• appointment of the Chief Executive Officer or equivalent and other senior executives and the determination of their terms and conditions including remuneration and termination;

• driving the strategic direction of the Company, ensuring appropriate resources are available to meet objectives and monitoring management’s performance;

• reviewing and ratifying systems of risk management and internal compliance and control, Codes of Conduct and legal compliance;

• approving and monitoring the progress of major capital expenditure, capital management and significant acquisitions and divestitures;

• approving and monitoring the budget and the adequacy and integrity of financial and other reporting; and

• ensuring a high standard of corporate governance practice and regulatory compliance and promoting ethical and responsible decision making.

The board meets on a regular basis to review the performance of the Company against its goals both financial and nonfinancial. In normal circumstances, prior to the scheduled board meeting, each board member is provided with a formal board package containing appropriate management and financial reports.

The responsibilities of senior management including the Chief Executive Officer or equivalent are contained in letters of appointment and job descriptions given to each appointee on appointment and updated at least annually or as required.

___________________________________ Address Level 8, Westralia Plaza 167 St Georges Terrace, Perth WA 6000 Telephone 08 6117 6118 Email info@hastingstechmetals.com Website www.hastingstechmetals.com ABN 43 122 911 399

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CORPORATE GOVERNANCE STATEMENT (continued)

LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

The primary responsibilities of senior management are:

• Achieve Hastings’ objectives as established by the Board from time to time;

• Operate the business within the cost budget set by the Board;

• Assess new business opportunities of potential benefit to the Company;

• Ensure appropriate risk management practices and policies are in place;

• Ensure that Hastings’ appointees work with an appropriate Code of Conduct and Ethics; and

• Ensure that Hastings’ appointees are supported, developed and rewarded to the appropriate professional standards.

• 1.2 A listed entity should:

  • a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election as a director; and

  • b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.

The board of Hastings undertakes appropriate checks prior to appointing a person, or putting a person forward to shareholders as a candidate for election as a director. These include checks as to the person’s character, experience, education, criminal record and bankruptcy history.

Information about a candidate standing for election or re-election as a director will be provided to shareholders to enable them to make an informed decision on whether or not to elect or re-elect the candidate. This information may include:

• biographical details, including relevant qualifications, experience and skills;

• details of other material public company directorships;

• a statement regarding whether the director qualifies as independent;

• any material adverse information or potential conflicts of interest, position or association;

• the term of office currently served (for directors standing for re-election); and

• a statement whether the board supports the election or re-election of the candidate.

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

All directors and senior executives of Hastings have a written agreement with the Company setting out the terms of their appointment.

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.

Hastings has joint Company Secretaries. The Company Secretaries of Hastings is accountable to the board on all governance matters and reports directly to the Chairman as the representative of the board.

The Company Secretaries are appointed and dismissed by the board.

The Company Secretaries’ advice and services are available to all directors.

1.5 A listed entity should:

• a) have a diversity policy which includes requirement for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them;

• b) disclose that policy or a summary of it; and

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CORPORATE GOVERNANCE STATEMENT (continued)

LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

• c) disclose at the end of each reporting period: 1. the measurable objectives set for that period to achieving 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 organisation (including how the entity has defined “senior executive” for these purpose); 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.

The Company has an established Diversity Policy. The Company has twenty eight employees, excluding directors, of which twelve (43%) are women, including four in senior executive roles (but not classified as Key Management Personnel).

• 1.6 A listed entity should:

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

• b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

The Board undertakes an annual performance evaluation of itself that:

• compares the performance of the Board with the requirements of its Charter; and

• effects any improvements to the Board Charter deemed necessary or desirable.

The Hastings board has six board members, who are in regular contact with each other as they deal with matters relating to Hastings’ business. The board uses a personal evaluation process to review the performance of directors, and at appropriate times the Chairman takes the opportunity to discuss Board performance with individual directors and to give them his own personal assessment. The Chairman also welcomes advice from Directors relating to his own personal performance. The Remuneration Committee determines whether any external advice or training is required.

• 1.7 A listed entity should:

• a) have and disclose a process for periodically evaluating the performance of its senior executives; and

• b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

The performance of all senior executives and appointees is reviewed at least once a year. The Company currently operates with an Executive Chairman and does not have a Chief Executive Officer. The performance of the Chief Operating Officer (COO) is reviewed by the Remuneration and Nominations Committee and the COO in turn reviews the performance of other executives. Senior executives are assessed against personal and Company Key Performance Indicators established from time to time as appropriate for Hastings.

The Hastings Corporate Governance Charter is available on the Hastings web site, and includes sections that provide a board charter. The Hastings board reviews its charter when it considers changes are required.

2. STRUCTURE THE BOARD TO ADD VALUE

2.1 The board of a listed entity should:

• (a) have a nomination committee which;

• (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director;

and disclose

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CORPORATE GOVERNANCE STATEMENT (continued)

• (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 meeting; 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.

The Company has an established Nomination and Remuneration Committee. The Chairman of the Committee is non-executive and independent.

STRUCTURE THE BOARD TO ADD VALUE

New directors are selected after consultation of all board members and their appointment voted on by the board. Each year, in addition to any board members appointed to fill casual vacancies during the year, one third of directors retire by rotation and are subject to re-election by shareholders at the Annual General Meeting.

The number of times the committee meets is disclosed in the annual report.

• 2.2 A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its memberships.

During the 2021 financial year, the Hastings board conducted a governance skills review regarding the skills, knowledge and experience of the current board. The skills matrix is set out in the table below.

	Chairman	Non-executive Directors	Non-executive Director & Chair of Audit Committee	Executive Director - Finance
Skills and Experience	Executive Leadership; Strategy Development and Implementation; Capital Markets; Marketing and Investor Relations; and Global Experience.	Relevant commodity experience; mine and processing plant development; marketing; Capital Markets; Leadership Strategy Development and Implementation	Accounting and financial reporting; corporate finance and internal financial controls; financial analysis skills, compliance and governance skills.	Corporate governance; financial reporting; skills in acquisitions; corporate structuring; tax

The Hastings board has determined that any addition to board membership must be independent of shareholders and management.

• 2.3 A listed entity should disclose:

• (a) the names of the directors considered by the board to be independent directors;

• (b) if a director has an interest, position, association or relationship of the type described in Box 2.3 of the Principles but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and

• (c) the length of service of each director.

The Chairman, Mr Charles Lew, is an executive chairman and is therefore not considered to be independent. Mr Lew has served as a director since 9 December 2013.

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CORPORATE GOVERNANCE STATEMENT (continued)

Mr Malcolm Randall, non-executive director and chairman of the nomination and remuneration committee is considered to be independent and has served as a director since 11 February 2019.

Mr Jean Claude Steinmetz, non-executive director, is considered to be independent, and has served as a director since 25 July 2016.

Mr Neil Hackett, non-executive director, and chairman of the audit committee, is considered to be independent and has served as a director since 30 November 2018.

Mr Bruce McFadzean, appointed 1 January 2021, is a non-executive director and is considered to be independent.

Mr Guy Robertson, executive director, is not considered to be independent, and has served as a director since 23 August 2019.

• 2.4 A majority of the board of a listed entity should be independent directors.

Of the Board Mr Randall, Mr Steinmetz, Mr McFadzean and Mr Hackett are considered to be independent directors.

2.5 The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.

Mr Charles Lew, the executive chairman, is not independent given his involvement in the management of the business and his substantial shareholding. The company has no designated CEO at present and operates with a Chief Operating Officer.

• 2.6 A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively.

Hastings has a program for induction of new directors. Directors are active in undertaking professional development opportunities for the purpose of development and maintenance of their skills. Such activities are reported as part of the board’s governance skills review, which also assists in identifying areas requiring further development.

3. INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY

3.1 A listed entity should articulate and disclose its values.

The Company is committed to acting lawfully, ethically and responsibly, which is reflected in its Code of Conduct. The Code of Conduct is designed to be followed by all officers, employees and contractors – in short, anyone who can be seen to be a representative of the Company.

The Code of Conduct includes a statement of the Company’s values, which include a number of the suggestions for the content of a code of conduct in the ASX Recommendations

3.2 A listed entity should:

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

• 3.2.2 ensure that the board or a committee of the board is informed of any material breaches of that code.

Code of Conduct

The Board has adopted a Code of Conduct which applies to the Directors, employees and consultants of the Company.

The Company is dedicated to delivering outstanding performance for investors and employees. In achieving this objective, Directors, officers and employees are expected to act with honesty, integrity and responsibility and maintain a strong sense of corporate and social responsibility. In maintaining its corporate and social responsibility the Company will conduct its business ethically and according to its values, consider the environment and ensure a safe, non-discriminatory and supportive workplace.

3.3 A listed entity should:

• a. have and disclose a whisleblower policy; and

• b. ensure that the board and or a committee of the board is informed of any material incidents reported under that policy.

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The Company has adopted a Whistleblower Policy which encourages the reporting of any suspected unethical, illegal, fraudulent or undesirable conduct involving the Company’s businesses, and specifies the processes and protections available to those reporting. The Whistleblower Policy has been prepared on the basis of ASIC Regulatory Guide 270 and section 1317AI of the Corporations Act and is consistent with the ASX Recommendations.

The Eligible Recipients of whistleblower incident reports (as identified under the Corporations Act 2001 (Cth) and Taxation Administration Act 1953 (Cth)) must report at least annually to the Board on the number and type of reports (with anonymity preserved). The Board will receive copies of all whistleblower reports (anonymised) and Eligible Recipients must consider immediately referring serious or material Disclosable Matters to the Chair.

The Whistleblower Policy is disclosed to the public on the Company’s website.

• 3.4 A listed entity should:

• (a) have and disclose an anti-bribery and corruption policy; and

• (b) ensure that the board or a committee of the board is informed of any material breaches of that policy.

The Company has adopted an Anti-Bribery and Corruption Policy. The Anti-Bribery and Corruption Policy complies with the ASX Recommendations.

All material breaches of the Anti-Bribery and Corruption Policy are to be reported to the Board. The CEO or equivalent has primary and day-to-day responsibility for implementing the policy. The Board will monitor the effectiveness and review the implementation of the policy by periodically considering its suitability, adequacy and effectiveness.

The Anti-Bribery and Corruption Policy is disclosed to the public on the Company’s website.

4. SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS

4.1 the board of a listed entity should:

• (a) have an audit committee which

• (1) has at least three members, all of who are non-executive directors and a majority of whom are independent directors; and

• (2) is chaired by an independent director, who is not a chair of the board,

and disclose:

• (3) the charter of the committee;

• (4) the relevant qualifications of the members of the committee; and

• (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

• (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.

The Audit committee is comprised of three directors Mr Neil Hackett (Audit Committee Chairman), Mr Charles Lew, Mr Guy Robertson and Mr Mal Randall (appointed 11 February 2019). Mr Hackett and Mr Randall are independent directors.

The company has adopted an Audit Committee charter. It is publicly available on the Hastings website.

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CORPORATE GOVERNANCE STATEMENT (continued)

SAFEGUARD THE INTEGRITY OF CORPORATES REPORTS

The Audit Committee met twice during the course of the year. Mr Hackett is a Bachelor of Economics with substantial experience with ASIC and ASX listed companies. Mr Charles Lew has over 30 years’ experience as an investment banker with appropriate qualifications in finance and accounting. Mr Robertson is a Chartered Accountant with over 30 years’ experience as a CFO and Finance Director. Mr. Randall, a Bachelor of Applied Chemistry is an experienced mining executive with experience in chairing ASX listed companies.

The Audit Committee provides a forum for the effective communication between the board and external auditors. The committee reviews:

• The annual and half-year financial reports and accounts prior to their approval by the board;

• The effectiveness of management information systems and systems of internal control; and

• The efficiency and effectiveness of the external audit functions.

The committee meets with and receives regular reports from the external auditors concerning any matters that arise in connection with the performance of their role, including the adequacy of internal controls.

The Audit Committee also reviews the Hastings Corporate Governance and Risk Management processes to ensure that they are effective for a listed public company appropriate to its market capitalisation.

• 4.2 The board of a listed entity should, before it approves the entity’s financial statements for a financial period, received 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.

Declarations regarding the financial statements are received from the Chairman and CFO. The board received such declarations for the half year and annual reports for 2021.

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

The Audit and Risk Management Committee Charter sets out the process to verify the integrity of periodic corporate reports released to market that are not audited or review by an external auditor, namely, that the Audit and Risk Management Committee must first review the draft report in accordance with the standards in its charter and once it is comfortable with it, present it to the Board for consideration and approval prior to release to market.

5. MAKE TIMELY AND BALANCED DISCLOSURE

5.1 A listed entity should have and disclose a written policy for complying with is continuous disclosure obligations under the listing rule 3.1.

The Company has adopted a Continuous Disclosure Policy to ensure prompt and complete disclosure of price sensitive information in compliance with listing rule 3.1.

The Continuous Disclosure Policy complies with Box 5.1 ‘Suggestions for the content of a continuous disclosure policy’ of the ASX Recommendations.

The Board is committed to the promotion of investor confidence by ensuring that trading in the Company’s securities takes place in an efficient, competitive and informed market. In accordance with the continuous disclosure requirements under the ASX Listing Rules, the Company has procedures in place to ensure that any price sensitive information is identified, reviewed by Directors and management and disclosed to ASX in a timely manner and that all information provided to ASX is immediately available to shareholders and the market on the Company’s website. Hastings’ Continuous Disclosure Policy is available on the Governance page of the Company’s website: www.hastingstechmetals.com

The Continuous Disclosure Policy is disclosed to the public on the Company’s website.

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CORPORATE GOVERNANCE STATEMENT (continued)

5.2 A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.

Under the Continuous Disclosure Policy, each member of the Board must receive a copy of all material market announcements promptly after their release.

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.

All new investor and analyst presentations must be approved by the Board (which is established under the Continuous Disclosure Policy). A copy of the presentation materials, once approved by the Board, are released on the ASX Market Announcements Platform ahead of the presentation.

6. RESPECT THE RIGHTS OF SECURITY HOLDERS

6.1 A listed entity should provide information about itself and its governance to investors via its website.

Hastings’ website includes a Governance page, which includes a copy of this Corporate Governance Statement and various governance policies.

6.2 A listed entity should have an investor relations program that facilitates effective two-way communication with investors.

The Company’s Shareholder Communication Policy, which is available on the Governance page of its website, summarises the Company’s communication program, including regular reporting, email alerts, active participation at the Company’s AGM and encouragement of shareholder communications.

6.3 A listed entity should disclose how it facilitates and encourages participation at meetings of security holders

Notices of the Annual General Meeting, together with accompanying information such as the explanatory memorandum, are sent to shareholders, either by mail or email, depending on the shareholder’s election, and are also placed on the Company’s website. Shareholders are encouraged to attend the Annual General Meeting and to ask questions.

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

The Shareholder Communications Policy provides that all substantive resolutions at a meeting of shareholders are decided by poll rather than by a show of hands, to enable the chair of the meeting to ascertain the true will and voting of the shareholders attending, whether in person, electronically, by proxy or other representative.

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

The Company provides an email alert service. Shareholders are encouraged to register for this service through the Company’s website and once registered will receive information by email, including ASX releases, annual and other reports, company presentations and notices of general meetings.

Shareholders may also elect to receive communications from the Company’s share Registrar, Automic Group, by email.

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CORPORATE GOVERNANCE STATEMENT (continued)

7. RECOGNISE AND MANAGE RISK

• 7.1 The board of a listed entity should:

(a) have a risk committee to oversee risk which:

• (1) has at least three members, a majority of who 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, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.

Risk management has been combined with audit, with the composition as outlined above. The Company has established policies for the oversight and management of material business risks. The Company’s Risk Management Policy is available on the Governance page of its website: www.hastingstechmetals.com This document sets out the Company’s policy and processes for risk management and the roles and responsibilities of the board, executives and employees.

Hastings has incorporated risk management into its decision making and business planning processes so that risks are identified, analysed, ranked and appropriate risk controls and risk management plans are put into place to manage and reduce the identified risks, with all identified risks entered into a Risk Register.

The risk identification and management system, including the Risk Register, is reviewed annually by senior management and the board and policies and practices upgraded where issues are identified that require attention. Reviews of specific items are undertaken by senior management where issues are identified and immediate action is required.

Risk is a standing item on the agenda of board meetings, for reporting against identified material business risks.

7.2 The board or a committee of the board should:

• (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and

• (b) disclose in relation to each reporting period, whether such a review has taken place.

Hastings risk policy and risk register is reviewed by the Board of Directors annually to coincide with the preparation and lodgement of the Company’s Annual Report. A review was undertaken in the financial year ending 30 June 2021.

Hastings has also established a Technical Committee, chaired by non-executive director Mr Bruce McFadzean. This committee is focused on identifying and managing project risk. The Technical Committee Chairman reports to the Board.

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CORPORATE GOVERNANCE STATEMENT (continued)

• 7.3 A listed entity should disclose:

• (a) If it has an internal audit function, how the function is structured and what role it performs; or

• (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes.

Hastings established an internal audit function during the year. Internal audit has a key role in the corporate governance structure to ensure the effective management of risk.

Internal audits aim to support the Company in achieving its objectives by undertaking a risk-based audit approach, applying a systematic and disciplined methodology to evaluate and improve the effectiveness of governance, risk management and internal control processes. It provides members of the Board and senior management with reasonable assurance that ensures they fulfil their duties to the Company and its stakeholders. Internal Audit is also positioned within the Company to provide assurance to the Audit Committee on the effectiveness of internal governance and risk management processes.

Internal audit has a scope covering Risk Management, Environmental Management, Project Management Controls, Health & Safety Management, Contract Management, Financial Controls, HR Management, ERP System Implementation, and Compliance Reporting.

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

The Group has exposure to both environmental and social sustainability risks.

Hastings released its inaugural sustainability report during the 2021 financial year, which is available on the Group’s website: https://hastingstechmetals.com/about-us/governance/. It is the Group’s intention to build upon this report year-on-year to meet the expectations of our stakeholders, build value for our shareholders that extends beyond financial gain, aligns with international standards such as the Global Reporting Initiative (GRI) and Task Force on Climate Related Financial Disclosures (TCFD), and contributes in part to the United Nations (UN) Sustainable Development Goals (SDGs).

The value of our company is not only defined by our financial performance, but also by our environmental, social and governance performance. Our approach to operating in a sustainable manner is built around integrating four key pillars (i.e., environment, people, governance, community) into our business. In order to identify performance metrics in these four key pillars, a materiality analysis was conducted. The outputs from the materiality analysis have enabled us to identify and report on the following topics that are material to our business:

1. Environment: We seek to understand and manage our impact on the environment and be efficient in the way that we use resources. Key performance was reported under the following topics:

2. Climate change including our footprint and our contribution to supporting technologies that will enable a low carbon economy

3. Water stewardship includes consideration of water sources and groundwater dependent ecosystems, and water efficiency measures

4. Waste and tailings management includes waste characterisation, waste management and long-term integrity of waste landforms

5. Biodiversity includes the assessment of biodiversity values in areas where we will operate

6. • Rehabilitation and closure includes planning for closure prior to construction

7. People: We aim to create a workplace that is respectful and inclusive. We attract and retain talent by developing and supporting our people, and putting in place measures to protect their health, safety and wellbeing. Our performance was reported under the following topics:

8. Health, safety and wellbeing including Covid-19, mental health

9. • Attracting and retaining employees

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CORPORATE GOVERNANCE STATEMENT (continued)

1. Governance: We conduct our business with integrity, transparency and we honour our commitments. This is underpinned and guided by a structured set of policies and procedures, and strong leadership. Our performance was reported under the following topics:

2. Ethics and Conduct, inclusive of human rights and tax transparency

3. Risk management, inclusive of cyber-security

4. Supply chain management

5. Community: We engage meaningfully with our stakeholders and look to make a positive contribution to the communities where we operate. Our performance was reported under the following topics:

6. Cultural heritage

7. Stakeholder engagement

8. REMUNERATE FAIRLY AND RESPONSIBLY

8.1 The board of a listed entity should:

(a) have a remuneration committee which:

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

• (2) is chaired by an independent director,

and disclose

• (3) the charter of the committee

• (4) The members of the committee; and

• (5) As at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings,

  • ; or

• (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.

Hastings has a remuneration committee. The committee comprises Mr Mal Randall (Committee Chairman), Mr Charles Lew, Mr Guy Robertson and Mr Jean Claude Steinmetz.

Hastings considers that the structure of its Remuneration Committee is appropriate for a company with its current market capitalisation. The Remuneration Committee is chaired by the independent director, Mr Mal Randall.

Given the limited number of personnel the Company does not have a charter and determines on a case by case basis, the terms and conditions of employment of company executives and consultants, including remuneration. Senior executives’ remuneration packages are reviewed by reference to Hastings’ performance, the executive director’s or senior executive’s performance, as well as comparable information from industry sectors and other listed companies in similar industries, which is obtained from external remuneration sources. This ensures that base remuneration is set to reflect the market for a comparable role.

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CORPORATE GOVERNANCE STATEMENT (continued)

• 8.2 A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.

The remuneration details of non-executive directors, executive directors and senior management are set out in the Remuneration Report that forms part of the Directors’ report.

The performance of the executive director and senior executives is measured against criteria agreed annually and bonuses and incentives are linked to predetermined performance criteria and may, with shareholder approval, include the issue of shares and / or performance rights.

There are no schemes for retirement benefits, other than statutory superannuation for non-executive directors.

• 8.3 A listed entity which has an equity-based remuneration scheme should:

• 8.3.1 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

• 8.3.2 disclose that policy or a summary of it.

The Company’s Security Trading Policy, a copy of which is available on the Governance page of the Company’s website www.hastingstechmetals.com sets out restrictions on participation by staff in hedging arrangements over the Company’s securities issued pursuant to any share scheme, performance right’s plan or option plan. In particular:

• Staff are prohibited from hedging arrangements over unvested securities; and

• Vested securities may only be hedged once they are exercised into shareholdings and only under the following conditions:

• the details of the hedge are fully disclosed to the Chair and the Company Secretary (and to ASX and in the Annual Report, as appropriate);

• the hedge transaction is treated as a dealing in securities and the restrictions and requirements of the Securities Trading Policy are satisfied; and

• all holding locks have been removed from the relevant securities.

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