HAWSONS IRON LTD - Governance Information 2024

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CORPORATE GOVERNANCE STATEMENT

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024

The Board of Directors of Hawsons Iron Limited (HIO) aims to achieve appropriate standards of corporate governance and has established corporate governance policies and procedures, where practicable, consistent with the ASX Corporate Governance Council’s ‘Corporate Governance Principles and Recommendation – 4[th] Edition’ ( ASX Recommendations ), which were published in February 2019.

In ensuring appropriate standard of ethical behaviour and accountability, the Board has included in its corporate governance policies those matters contained in the ASX Recommendations where applicable. However, the Board also recognises that full adoption of the above ASX Recommendations may not be practical or provide the optimal result given the particular circumstances and structure of the Company. Nevertheless, the Board is committed to ensuring that appropriate Corporate Governance practices are in place for the proper direction and management of the Company. This statement outlines the main Corporate Governance practices of the Company disclosed under the ASX Recommendations, including those that comply with best practice and which, unless otherwise stated, were in place during the whole of the period to the date of this statement.

Principle 1

Lay solid foundations for management and oversight

1.1 Roles and Responsibilities of the Board – followed

The Board is governed by the Corporations Act 2001 , its formal constitution and by the ASX Listing Rules. The Board’s primary role is to set policy regarding the affairs of the Company for the protection and enhancement of long-term Shareholder value.

The Board takes responsibility for the overall corporate governance of the Company including its strategic direction, management goal setting and monitoring, internal control, risk management and financial reporting. In so doing, the Board acts in accordance with the Board Charter, which is published on the Company’s website.

1.2 Director appointment – followed

HIO considers the character, experience and skillset as well as interests and associations of potential candidates for appointment to the Board and will conduct appropriate checks to verify the suitability of the candidate, prior to their election. HIO has appropriate procedures in place to ensure that material information relevant to a decision to elect or re-elect a Director is disclosed in the notice of meeting provided to shareholders.

1.3 Written agreements of appointment – followed

The roles and responsibilities of Directors and Senior Executives have been formalised in written agreements, which each Director and Senior Executive has entered into. The letters of appointment specify the term of appointment, time commitment envisaged, expectations in relation to committee work or any other special duties attaching to the position, reporting lines, remuneration arrangements, disclosure obligations in relation to personal interests, confidentiality obligations, and insurance and indemnity entitlements.

1.4 Company Secretary – followed

The Company Secretary is accountable directly to the Board through the Chairman on all matters to do with the proper functioning of the Board. All Directors have access to the Company Secretary.

The appointment or removal of the Company Secretary is a matter for the Board.

1.5 Diversity policy – partially followed

The Company is committed to creating a diverse working environment and culture and has a written diversity policy, published on the Company’s website.

However, given the size of the Company and scale of its operations, the Company is yet to establish measurable objectives for achieving gender diversity at this time. Further, as the Company has not established measurable objectives for achieving gender diversity, the Company has not reported on progress towards achieving them.

1.6 Board Reviews – not followed

The Remuneration Committee meets at least annually, and the recommendations are made in line with the Company’s present circumstances and goals to ensure maximum shareholder benefits from the attraction and retention of a high-quality Board and senior management team.

The Board recognises that as a result of the Company’s size the assessment of the Board’s overall performance and its own succession plan is conducted on an informal basis. Whilst this is at variance with the ASX Recommendations, the Directors consider that at the date of this report an appropriate and adequate process for the evaluation of Directors is in place. A more formal process of Board assessment will be considered in the future as the Company develops.

1.7 Management Reviews – not followed

The Board evaluates the performance of the Chief Executive Officer, Chief Financial Officer and Company Secretary on a regular basis and encourages continuing professional development. A performance evaluation of management was not undertaken during period.

Principle 2

Structure the Board to add value

2.1 Nomination committee – followed

A Nomination Committee has been established and comprises three independent Directors. The Nomination Committee is chaired by an independent Director.

2.2 Board skills matrix – not followed

Each Director has industry experience and specific expertise relevant to the Company’s business and level of operations. The Board considers that its structure is appropriate in the context of the Company’s activities and does not consider it necessary at this stage of its development to have a matrix setting out the mix of skills of the Directors. The experience and skills of the Directors are documented in the Annual Report and on the Company website.

2.3 Details of Independent Directors – followed

The names of the Directors of the Company and terms in office at the date of this Statement are:

Name	Position during the year	Period of directorship
Jeremy Kirkwood	Non-executive Chairman Non-executive Director	16 October 2023 to present 10 May 2023 to 16 October 2023 Appointed as a director on 10 May 2023
Paul Cholakos	Non-executive Director	Appointed 2 April 2012
Hon. Tony McGrady AM	Non-executive Director	Appointed 3 October 2022

All Directors are independent. The Company has had no relationships with any of the independent Directors which the Company believes would compromise the independence of these Directors.

Each Director’s skills, experience, expertise and financial interests in the Company are set out in the Directors’ Report section of each Annual Report.

2.4 Composition of the Board – followed

The Company’s constitution and the Corporations Act 2001 specify that the number of Directors must be at least three. The Board may at any time appoint a Director to fill a casual vacancy. Directors appointed by the Board are subject to election by Shareholders at the following annual general meeting and thereafter Directors (other than the Managing Director) are subject to re-election at least every three years. The tenure for Executive Directors is linked to their holding of executive office.

The Company as at the date of this statement has three independent Non-executive Directors.

2.5 The Chairman – partially followed

The Chairman for most of the financial year was an independent Director. From 1 July 2023 to 16 October 2023, the roles of Chairman of the Board and Chief Executive Officer were held by Bryan Granzien who was responsible for the day-to-day management of the Company along with Board responsibilities. It is recommended by the ASX that these roles not be exercised by the same individual.

Whilst this is at variance with the ASX Recommendations, the Directors considered that the structure of the Board was appropriate to carry out the Company’s immediate plans and since 16 October 2023 has appointed a Non-executive Chairman.

2.6 Board induction and professional development – followed

An induction process including appointment letters exists to promote early, active and relevant involvement of new members of the Board. All Directors are encouraged to further their knowledge through ongoing professional development through professional industry, governance and government bodies.

Principle 3

Act ethically and responsibly

3.1 Articulate and disclose Company values - followed

The Company has articulated the values that it seeks to instil in its people, and a statement of its values is published on the Company’s website.

3.2 Code of conduct – followed

The Company aims for a high standard of corporate governance and ethical conduct by Directors and employees.

All Directors have signed deeds with the Company, which require them to comply with all the obligations of a director under the Corporations Act 2001. Directors are required to disclose to the Board any material contract in which they may have an interest. In accordance with section 195 of the Corporations Act 2001, a Director having a material personal interest in any matter to be dealt with by the Board, will not be present when that matter is considered by the Board and will not vote on that matter, subject to the discretion of the Board.

All Directors are required to provide the Company with details of all securities registered in the Director’s name or an entity in which the Director has a relevant interest.

Directors, officers and employees are not permitted to trade in securities of the Company at any time whilst in possession of price sensitive information not readily available to the market. The Corporations Act 2001 also prohibits the acquisition and disposal of securities where a person possesses information that is not generally available, and which may reasonably be expected to have a material effect on the price of the securities if the information was generally available.

The Company has a code of conduct with which Directors, senior executives and employees must comply. The code of conduct is published on the Company’s website.

3.3 Whistleblower policy – followed

The Company has a whistleblower policy, which is published on the Company’s website.

3.4 Anti-bribery and corruption policy – followed

The Company has an anti-bribery and corruption policy, which is published on the Company’s website.

Principle 4

Safeguard integrity in corporate reporting

4.1 Audit committee –followed

The Company has an Audit Committee, which was established to oversee corporate governance, internal controls, ethical standards, financial reporting, and external accounting and compliance procedures.

The Audit Committee comprises three Non-executive Directors all of whom are independent. The Committee reports to the Board. The Chief Executive Officer, Company Secretary, Chief Financial Officer and external auditor may, by invitation, attend meetings at the discretion of the Committee.

The Audit Committee charter is published on the Company’s website.

4.2 CEO and CFO financial statements declaration – followed

The Chief Executive Officer/Managing Director and Chief Financial Officer are required to provide written declarations under section 295A of the Corporations Act 2001 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. Both the Chief Executive Officer and Chief Financial Officer provide said assurances at the time the section 295A declarations are provided to the Board.

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 - followed

Major periodic corporate reports that are not audited or reviewed by an external auditor are reviewed by the Board before release and reports on exploration and drilling activities are signed by a competent person as set out in the 2012 JORC Code and Guidelines.

Principle 5

Making timely and balanced disclosure

5.1 Continuous disclosure policy – followed

The Board aims to ensure that shareholders are informed of all major developments affecting the Company’s state of affairs. In accordance with the ASX Recommendations, information is communicated to shareholders as follows:

the annual financial report which includes relevant information about the operations of the Company during the year, changes in the state of affairs of the entity and details of future developments, in addition to the other disclosures required by the Corporations Act 2001 ;
the half yearly financial report lodged with the ASX and ASIC and sent to all shareholders who request it;
notifications relating to any proposed major changes in the Company which may impact on share ownership rights that are submitted to a vote of shareholders;
notices of all meetings of shareholders;
publicly released documents including full text of notices of meetings and explanatory material made available on the Company’s website; and
disclosure of the Company’s corporate governance practices and communications strategy on the Company website.

The Company has a formal continuous disclosure policy, which is published on the Company website.

5.2 Circulation of material market announcements to the board – followed

The Board receives a copy of all material market announcements made to the market.

5.3 Release to the market of new and substantive presentations – followed

Where the Company gives a new and substantive investor or analyst presentation it releases a copy of the presentation materials on the ASX platform ahead of the presentation.

Principle 6

Respect the rights of shareholders

6.1 Information on website – followed

The Company operates under the continuous disclosure requirements of the ASX Listing Rules and aims to ensure that all information which may be expected to affect the value of the Company’s securities or influence investment decisions is released to the market in order that all investors have equal and timely access to material information concerning the Company. The information is made publicly available on the Company’s website following release to the ASX.

6.2 Investor relations programme – followed

The Company has an active investor relations program where the Company provides regular company updates on the ASX platform, conducts published media interviews, assists in the validation of published articles and maintains a dedicated webpage for consumers and shareholders to ‘engage’ with the Company. The Company actively engages with investors at the Annual General Meeting and responds to enquiries made verbally or through email on a regular basis. The Company has a Communications Strategy that is managed by the Chief Executive Officer.

6.3 Security holder participation at meetings – followed

The Board encourages full participation of shareholders at the Annual General Meeting to ensure a high level of accountability and identification with the Company’s strategy and goals. Important issues are presented to the shareholders as single resolutions.

6.4 All Substantive resolutions at a meeting of security holders are decided by poll – followed

The Company ensures all resolutions presented at the Annual General Meeting or Extraordinary Meetings are decide by poll rather than by a show of hands. The outcomes of these polls are published on the ASX platform.

6.5 Facilitate security holder communications – followed

The Company provides its investors the option to receive communications from and send communications to the Company and the share registry electronically.

Principle 7

Recognise and manage risks

7.1 Risk committee – not followed

The Board recognises that there are inherent risks associated with the Company’s operations including mineral exploration and mining, environmental, title, native title, legal and other operational risks. The Board endeavours to mitigate such risks by continually reviewing the activities of the Company in order to identify key business and operational risks and ensuring that they are appropriately assessed and managed.

The Board does not at this point have a separately constituted risk committee. The Board considers that consideration of risk at this stage of the Company’s development is dealt with effectively by the Audit Committee and the Board itself.

7.2 Risk assessment and management – not followed

The Board with the assistance of the Audit Committee monitors risk informally throughout the year. The Board is establishing a more formal risk assessment and management which will be implemented in the FY2025 financial year.

7.3 Internal Audit function – not followed

The Company does not have an internal audit function and does not believe that the size and nature of the Company warrants establishment of said function at this time. The Board with the assistance of the Audit Committee conducts a formal review of the risk profile of the Company annually and monitors risk informally throughout the year. A review was conducted in association with the annual audit.

7.4 Economic, environmental and social risks – followed

The Board recognises that there are inherent risks associated with the Company’s operations including mineral exploration and mining, environmental, heritage and native title, legal and other operational risks. The Board endeavours to mitigate such risks by continually reviewing the activities of the Company in order to identify key business and operational risks and ensuring that they are appropriately assessed and managed. The Company has developed an Environmental, Social and Governance (ESG) framework, identified the Corporate Objectives, Project Objectives, Compliance Obligations, Emerging Opportunities and completed a Materiality assessment.

Principle 8

Remunerate fairly and responsibly

8.1 Remuneration committee –followed

For the 2023-2024 financial year, the Remuneration Committee comprised three Non-executive Directors and the former Managing Director until his retirement on 28 May 2024.

At the time of this statement, it comprises all Directors, all of whom are independent. The Remuneration Committee is chaired by an independent Director.

The Committee has a formal charter which is published on the Company website.

8.2 Executive and Non-executive Director remuneration policy – followed

The Company’s Constitution specifies that the total amount of remuneration of Non-executive Directors is to be fixed from time to time by a general meeting. Directors may apportion any amount up to this maximum amount amongst the Non-executive Directors as they determine. Directors are also entitled to be paid reasonable travelling, accommodation and other expenses incurred in performing their duties as Directors.

The remuneration of the Chief Executive Officer/Managing Director is determined by the Board, taking into account the recommendations of the Remuneration Committee, as part of the terms and conditions of his/her employment, which are subject to review from time to time. The remuneration of employees is determined by the Chief Executive Officer/Managing Director, subject to the approval of the Board, where required.

8.3 Equity-based remuneration scheme – not followed

The Company does not have an equity-based remuneration scheme.

Principle 9

Additional Recommendations

9.1 A Director who does not speak the language in which security holder meetings are held – not applicable.

The Company does not have a Director in this position and this recommendation is therefore not applicable.

9.2 A Listed entity established outside Australia to ensure meetings held at a reasonable place/time

– not applicable.

The Company is established in Australia and this recommendation is therefore not applicable.

9.3 A Listed entity established outside of Australia that has an AGM ensures the external auditor is available to answer questions relevant to the audit – not applicable.

The Company is established in Australia and not an externally managed listed entity and this recommendation is therefore not applicable.