HELIX RESOURCES LIMITED — Governance Information 2021

Sep 29, 2021

CORPORATE GOVERNANCE STATEMENT

This Corporate Governance Statement reports the governance processes and procedures in place at Helix Resources Limited (“Helix” or the “Company”) and has been approved by the Board of the Company as at 29 September 2021. This Corporate Governance Statement is also provided on our website at www.helixresources.com.au, together with copies of our Board and Board Committee Charters and some of the Company’s key policies. The ASX Appendix 4G, which is a checklist cross referencing the fourth edition of the ASX Corporate Governance Principles and Recommendations to the relevant disclosures in Helix’s Corporate Governance Statement and 2021 Annual Report is also provided on that webpage.

Commitment to Good Governance

The Directors of Helix believe that effective corporate governance improves company performance, enhances corporate social responsibility and benefits all stakeholders. Governance practices are not a static set of principles and the company assesses its governance practices on an annual basis. Changes and improvements are made in a substance over form manner, which appropriately reflect the changing circumstances of the company as it grows and evolves. Accordingly, the Board has established a number of practices and policies to ensure that these intentions are met and that all stakeholder are fully informed about the affairs of the Company.

Helix reviews all of its corporate governance practices and policies on an annual basis to ensure they are appropriate for the Company’s current stage of development. This year, the review was made against the new ASX Corporate Governance Council’s Principles and Recommendations (fourth edition) (‘CGRs’).

The following section outlines which the ASX recommendations and summarises the Company’s compliance with them, and reasons for noncompliance as relevant.

Principle 1 - Lay solid foundations for management and oversight by the Board

Recommendation 1.1

A listed entity should disclose:

• (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.

Disclosure:

The Board of Directors is collectively responsible for the success of the Company. In order to achieve this objective, the Board must promote and protect the interests of shareholders and other stakeholders. The Board must also ensure that the Company complies with all of its contractual, statutory and legal obligations.

The conduct of the Board, as well as being governed by federal and state legislation, the ASX Listing Rules and the Common Law, is also regulated by the Company’s constitution, Code of Conduct and other Company policies.

The roles and responsibilities of the Board and the Senior Management (“Executive’s”) are set out in the Company’s Board and Executive Charter, of which a copy is available on the Company’s website at www.helixresources.com.au.

The Board and Executive Charter provides that the Board has the following key responsibilities:

• ❑ leading and setting the strategic direction/objectives of the Company;

• ❑ appointing the Chairman of the Board;

• ❑ appointing, and when necessary replacing, the Managing Director;

• ❑ approving the appointment, and when necessary replacement, of Executives and the Company Secretary;

• ❑ overseeing the Executive’s implementation of the Company’s strategic objectives and the Executive’s performance generally;

• ❑ approving operating budgets, major capital expenditure and significant acquisitions and divestitures;

• ❑ overseeing the integrity of the Company’s accounting and corporate reporting systems, including the external audit, satisfying itself financial statements released to the market fairly and accurately reflect the Company’s financial position and performance;

• ❑ overseeing the Company’s processes and procedures for making timely and balanced disclosure of all material information that a reasonable person would expect to have a material effect on the price or value of the Company’s securities;

• ❑ reviewing, ratifying and monitoring the effectiveness of the Company’s risk management framework, corporate governance policies and systems designed to ensure legal compliance; and

• ❑ approving the Company’s remuneration framework.

The Board has delegated responsibility for the day to day management of the Company to the Managing Director who is supported by the Executive’s. However, the Board remains ultimately responsible for the strategic direction of the Company.

The Board and Executive Charter provides that the Managing Director has the following key responsibilities:

• ❑ overseeing the day-to-day operations and administration of the Company;

• ❑ leading and supervising the Executive’s; and

• ❑ keeping the Board informed of any material issues or developments within the Company;

The charter also states that the Managing Director receives support from the Executive’s in respect of:

• ❑ implementing the strategic direction/objectives provided by the Board;

• ❑ supplying the Board with required information in a timely and clear manner;

• ❑ developing control and accountability systems in respect of compliance, risk management and corporate governance;

• ❑ operating within the risk appetite set by the Board; and

• ❑ maintaining accurate financial and other reports.

Recommendation 1.2

A listed entity should:

(a) undertake appropriate checks before appointing a director or senior executive, or putting 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.

Disclosure

Prior to the appointment of any new Director, each current Director will meet with the proposed candidate individually. The Board will also review the proposed candidate’s backgrounds through review of publicly available information including but not limited to ASX announcements, Annual reports and other media articles.

The Company ensures that all material information in its possession relevant to a shareholder’s decision whether to elect or re-elect a Director, including the information referred to in Recommendation 1.2, is provided to shareholders in the Company’s Notice of Annual General Meeting. The Company does not currently undertake police checks.

Recommendation 1.3

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

Disclosure

Each Director and Executive of the Company has an agreement in writing with the Company which sets out the key terms and conditions of their appointment including their duties, rights and responsibilities and (to the extent applicable) the matters referred to in the commentary to Recommendation 1.3.

Recommendation 1.4

The company secretary of a listed entity should be accountable directly to the Board, through the chair, on all matters to do with the proper functioning of the Board.

Disclosure

The Company Secretary has a direct line of reporting to the Chairman and is responsible for:

• ❑ advising and supporting the Chairman and the Board and its committees to manage the day to day governance framework of the Company;

• ❑ assisting with Board effectiveness by monitoring whether applicable Board and committee policies, procedures and charters are followed and coordinating timely completion and despatch of Board agendas and papers; and

• ❑ assisting with all matters to do with the proper functioning of the Board including advising on governance matters and assisting with induction and professional development of Directors.

The responsibilities of the Company Secretary are set out in the Board and Executive Charter located at:

www.helixresources.com.au

Recommendation 1.5

• A listed entity should:

• a) have a diversity policy which includes requirements 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

• (c) disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity’s diversity policy and its progress towards achieving them, and either:

  • (1) 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 purposes); or

  • (2) 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.

Disclosure

The Company is committed to workplace diversity through acting in fairness and without prejudice. The Company believes that decision-making is enhanced through diversity and supports and encourages diversity at all levels of the organisation in accordance with the Company’s Diversity Policy, a copy of which is located at www.helixresources,com.au

Under the principles outlined in the Company’s Nomination and Remuneration Committee Charter the Board is responsible for setting measurable objectives for achieving gender diversity and annually reviewing any such objectives and the Company’s progress towards achieving them. A copy of the Nomination and Remuneration Committee Charter is available at www.helixresources.com.au.

Given the size of the Company, the Directors do not consider it appropriate to set measurable objectives in relation to diversity. Notwithstanding this the Company strives to provide the best possible opportunities for current and prospective employees of all backgrounds in such a manner that best adds to overall shareholder value and which reflects the values, principles and spirit of the Company’s Diversity Policy.

For the 2021 financial year the Company had a total of 2 women employees and 3 contractors out of a total of 13 contractors, employees and Directors. No females were represented on the Board.

	Male	Female
Contractor	2	4
Director	4	0
Employee	3	1

Recommendation 1.6

A listed entity should:

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

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

Disclosure

The Board and Executive Charter provides that the Board’s performance shall be evaluated in such a manner as the Board deems appropriate. A copy of this Charter is available on the Company’s website.

Post the reporting period, Director performance was discussed formally, whereby the performance of individual members and the performance of the Board as a whole, was assessed up by an open discussion and review of the results by the Board. The review found that the Board performed well during the year.

Recommendation 1.7

A listed entity should:

• (a) have and disclose a process for periodically evaluating the performance of 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.

Disclosure

The Company’s process for evaluating the performance of the Executive’s is stated in the Board and Executive Charter, a copy of which is available on the Company’s website.

The evaluation is required to include:

• ❑ assessment of performance against the requirements of the Board and Executive Charter;

• ❑ measurement of performance against previously agreed key performance indicators (‘KPIs’); and

• ❑ setting new KPIs.

A review of the performance of Executive’s was carried out informally by the Managing Director during the reporting period with an almost new Executive team appointed through 2021.

Principle 2 – Structure the Board to add value

Recommendation 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,

• 3) and disclose:

• 4) the charter of the committee;

• 5) the members of the committee; and

• 6) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendance 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.

Disclosure

Prior to the appointment of Mr Rosenstreich on 11 January 2021, given the size of the Board it was decided that there were no efficiencies to be gained from forming a separate nomination committee. However, on 9 March 2021, a nomination committee was formed consisting of Mr Lester, Mr Kennedy and Mr Macdonald. Mr Kennedy serves as Chairman. The Committee members are all deemed to be independent.

The roles and responsibilities conducted by the Committee 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 include:

• ❑ considering the size and composition of the Board;

• ❑ assessing and determining the independent status of each Director;

• ❑ regularly determine whether each Director has enough time to commit to carry out his or her responsibilities;

• ❑ implementing a plan for identifying, assessing and enhancing Director competencies;

• ❑ developing and implementing processes to identify suitable candidates for nomination or appointment to the Board; ❑ developing and implementing induction procedures for new Directors;

• ❑ developing, implementing and reviewing the Company's succession plans in place for membership of the Board and the Executives;

• ❑ developing and implementing processes for evaluating the performance of the Board and individual Directors;

When deciding to appoint a new Director or renew an existing Director’s tenure, the Board takes into account: the number of Directors necessary to add value to the Company; the specific skills sets or experience required by the Company at its current stage of growth; the decision-making and judgment skills a Director might bring to the Board; and a Director’s capacity to commit adequate time to the role.

Recommendation 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 membership.

Disclosure

As detailed on the Company website, the Directors are all professionals with experience in different areas relevant to Helix’s business. Helix is committed to ensuring the Board is comprised of Directors who possess the appropriate mix of skills, expertise and diversity to adequately discharge its responsibilities and duties.

Over the reporting period, the Board assessed the need for additional or new Directors and the value the current Directors bring to the Board. The mix of skills comprised in the current Board, and that the Board would look to maintain and to build on, includes:

• ❑ resource sector experience;

• ❑ technical expertise (including accounting, legal, exploration and mining operations);

• ❑ governance and risk management;

• ❑ debt and equity fundraising experience;

• ❑ high level of business acumen; and ❑ appropriate team orientated behavioural characteristics.

In saying that, the Board structure and composition will be reviewed as and when the company’s strategic direction and activities change. The Company will only recommend the appointment of additional Directors to the Board where it believes the expertise and value added outweighs the additional cost.

Recommendation 2.3

A listed entity should disclose:

• (a) the names of the Directors considered by the Board to be independent Directors;

• (b) if a Director has an interest, position, association 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, 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.

Disclosure

Director	Role	Profession	Non-Executive	Independent	In office (years)
Mr M Rosenstreich	Managing Director	Geologist/ Finance	No	No	1
Mr P Lester	Non-Executive Chairman	Mining Engineer	Yes	Yes	4
Mr J Macdonald	Director	Lawyer	Yes	Yes	7
Mr T Kennedy	Director	Geologist	Yes	Yes	4
Details of Board members, their experience, expertise, qualifications, term in office and independence status are set-out in the Company’s annual report.

Recommendation 2.4

A majority of the Board of a listed entity should be independent Directors.

Disclosure

The Board is comprised 3 members considered to be independent being Mr Lester, Mr Kennedy and Mr Macdonald.

The Company considers an independent Director to be a Non-Executive Director who:

• ❑ is not a substantial shareholder of the Company (as defined in section 9 of the Corporations Act 2001 (Cth);

• ❑ within the last 3 years has not been employed in an Executive capacity by the Company;

• ❑ within the last 3 years been a partner, Director or senior employee of a provider of material professional services or material consultant to the Company;

• ❑ is not a material supplier or customer of the Company;

• ❑ has no material contractual relationship with the Company other than as a Director of the Company;

• ❑ has no close family ties with any person who falls within any of the categories above; and

• ❑ has not been a Director of the Company for such a period that his or her independence may have been compromised.

The Board considers Mr Lester to still be independent despite performing the role of Executive Chairman for part of 2020/21 as he performed this role as an interim basis prior to the appointment of a Managing Director.

The assessment of whether a Director is considered independent (both from the perspective of the Company and the Director) is based on the following materiality thresholds:

• ❑ payments made by the Company to the Director or any of his associated entities for the provision of goods and/or services does not exceed 2% of the annual gross expenditure of the Company; or

• ❑ payments received by the Director for the provision of goods and/or services to the Company does not exceed 25% of the annual income or business turnover of the Director or his associated entities.

To assist the Directors of the Board with their independent decision making, the Board collectively, and each Director, has, subject to prior consultation with the Chairman, the right to seek independent professional advice at the Company’s expense.

Recommendation 2.5

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

Disclosure

The Chairman, Mr Peter Lester is a Non-Executive Director of the Company and therefore he is deemed to be independent.

Recommendation 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.

Disclosure

In order for the new Director to participate fully and actively in Board decision-making at the earliest opportunity, an induction process is carried out immediately after appointment. This induction is facilitated by the Company Secretary and involves meeting with other members of the Board, the Managing Director and the Executives; and being provided with a pack of relevant documents and information.

All Directors are expected to maintain skills required to effectively discharge their obligations to the Company. Directors are encouraged to undertake continuing professional education which is paid for by the Company where appropriate.

Principle 3 – Promote ethical and responsible decision making

Recommendation 3.1

A listed entity should articulate and disclose its values

Disclosure

The Company expects Directors, Officers and Employees to practice honesty, integrity and observe high standards of business and personal ethics and comply with all applicable laws and regulations in fulfilling their duties and responsibilities.

The Company’s values are disclosed in the Code of Conduct policy.

Recommendation 3.2

A listed entity should:

• (a) have 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.

Disclosure

The Company has established a Code of Conduct as to the practices necessary to maintain confidence in the Company's integrity, practices necessary to take into account their legal obligations and the expectations of their stakeholders and responsibility and accountability of individuals for reporting and investigating reports of unethical practices.

Recommendation 3.3

A listed entity should:

• (a) have and disclose a whistleblower policy; and

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

Disclosure

The Company has a adopted a Whistleblower Policy which aims to encourage reporting of violations (or suspected violations) of the Company’s Code of Conduct, or material legal or regulatory obligations, and to provide effective protection from victimisation and retaliation or dismissal to those reporting by implementing systems for confidentiality, anonymity and report handling.

Everyone working for the Company receives training on the Whistleblower Policy and are expected to understand and comply with it. Complaints made under the Whistleblower Policy which are regarded as serious and warrant investigation by the Responsible Officer are investigated as set out in the Policy. The Board is informed of material breaches or incidents reported under the Whistleblower Policy and the Board periodically reviews and makes changes to the Policy.

Recommendation 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.

Disclosure

The Company has an Anti-Bribery & Anti-Corruption Policy that applies to its employees, Directors, contractors, consultants, third parties and other persons associated with the Company’s business operations.

All Company policies are aimed at conducting business that is fair, honestly, transparently, with integrity and in compliance with the law in all jurisdictions in which it operates. Acknowledging the potential for reputational damage if the Company is, or is alleged to be, involved in bribery or corruption, the Policy addresses:

• what may be deemed as forms of bribery and corruption;

• encourages a robust culture of integrity, transparency and compliance, which is critical to long term success and value preservation in the business;

• aims to safeguard and make transparent relationships with external parties in the context of receiving and giving hospitality, gifts and other financial benefits for legitimate purposes consistent with normal business practice; and

• prohibits bribes and improper payments, and places appropriate controls on gifts and donations.

Employees are trained in the policy and are responsible for reporting actual or suspected breaches of the Policy. All safeguards in terms of confidentiality, anonymity, ongoing support and protection in that Policy will apply in these circumstances. Any material breaches of the Anti-Bribery & Anti-Corruption Policy are reported to the Board. The Board periodically reviews and makes changes to the Policy

Principle 4 – Safeguard integrity in financial reporting

Recommendation 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 of those meetings; or

• (b) if it does not have an audit committee, disclose the fact and the process 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.

Disclosure

Prior to the appointment of Mr Rosenstreich on 11 January 2021, given the size of the Board it has was decided that there were no efficiencies to be gained from forming an audit committee. However, on 9 March 2021, an audit committee was formed consisting of Mr Lester, Mr Kennedy and Mr Macdonald. Mr Macdonald serves as Chairman. The Committee members are all deemed to be independent.

The procedures detailed in the Audit and Risk Management Committee Charter outlines the process employed by the Committee to 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, a copy of which is available at www.helixresources.com.au

Recommendation 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 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.

Disclosure

Mr Rosenstreich (Managing Director) and Ms Hamblin (the Chief Financial Officer) have provided the Board with a declaration in accordance with S295A of the Corporations Act that all financial statements lodged throughout the reporting period are founded on a sound system of risk management and internal compliance. Their statements assured the Board that the risk management and internal compliance and control system is operating efficiently and effectively in all material respects.

Recommendation 4.3

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

Disclosure

The Audit and Risk Committee reviews and makes recommendations to the Board for the approval of all financial reports.

Where a report does not require an audit or review by an external auditor, the report is prepared by the Chief Financial Officer and then reviewed by the Managing Director. Once the Managing Director has reviewed and is happy with the report content, it is circulated internally to any appropriate member before being circulated to the full board for comment and approval prior to lodging with the ASX.

Principle 5 – Make timely and balanced disclosure

Recommendation 5.1

A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under Listing Rule 3.1.

Disclosure

The Company has established written policies designed to ensure compliance with ASX Listing Rule disclosure and accountability at a senior executive level for that compliance. The policies also include examples of disclosure requirements and who can communicate with media outlets. The policy is designed to ensure that Helix complies with its continuous disclosure obligations under the Corporations Act and the ASX Listing Rules such that:

• ❑ all investors have equal and timely access to material information; and

• ❑ Helix announcements are factual and presented in a clear and balanced manner.

All Helix Directors, officers and employees should observe the requirements set out in this policy.

The purpose of the policy is to:

• ❑ summarise the Company’s disclosure obligations in accordance with the Listing Rules and the Corporations Act 2011 (Cth);

• ❑ explain what type of information needs to be disclosed;

• ❑ identify who is responsible for disclosure; and ❑ explain how individuals at the Company can contribute.

The Company Secretary is responsible for ensuring disclosure of information to the ASX.

Recommendation 5.2

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

Disclosure

Any announcement is first prepared by the appropriate department of the Company and forwarded to the Managing Director for review. If needed, the Company Secretary will also review the announcement before it is then sent to the full board for comment and approval prior to lodging with the ASX

Recommendation 5.3

A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation.

Disclosure

The Company lodges all presentations with new or substantive material prior to any meeting with analysts. From time to time the Company will provide a Company Update which is lodged on the ASX platform ahead of the commencement of trading hours where possible.

Principle 6 – Respect the rights of shareholders

Recommendation 6.1

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

Disclosure

Information about the Company and its operations is located at: www.helixresources.com.au

Information about the Company’s corporate governance (including links to the Company’s corporate governance policies and charters) is located on the Company’s website.

Recommendation 6.2

A listed entity should have an investor relations program to facilitate effective two-way communication with investors.

Disclosure

The Company respects the rights of its shareholders and is committed to communicating effectively with them. The Company has a Continuous Disclosure Policy and a Shareholder Communications Policy located at www.helixresources.com.au/corporate-governance.

The Managing Director and the Company Secretary have the primary responsibility for communication with shareholders.

Information is communicated through:

• ❑ continuous disclosure to relevant security exchanges of all material information;

• ❑ periodic disclosure through the annual, half year and quarterly financial reports;

• ❑ notices of meetings and explanatory material;

• ❑ investor presentations;

• ❑ the annual general meeting; and

• ❑ the Company’s website and several social media platforms.

The Company also makes available a telephone number and email address for shareholders to make enquiries.

The Company’s website is updated with material announcements released to the ASX as soon as practicable after confirmation of release, by the ASX. In addition, shareholders’ can be notified by email of all material announcements by subscribing to the Company’s mailing list (this is done via the Company’s website).

Helix shareholders are also provided an opportunity to ask questions at the Company’s AGM, which is also attended by the Company’s external auditor (who can answer questions about the annual audit).

Recommendation 6.3

A listed entity should disclose how it facilitates and encourage participation at meetings of security holders.

Disclosure

The Company’s Shareholder Communication Policy sets out how the Company communicates with shareholders and the market effectively and is designed to promote a two-way dialogue. The Company encourages all shareholders to attend meetings of members, including allowing time for shareholder questions. The time and place of each general meeting is decided with Shareholder preferences in mind, to encourage maximum attendance by Shareholders

Recommendation 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.

Disclosure

Decisions on all substantive resolutions at general meetings of the Company will be decided by a poll to ensure the true will of Shareholders is ascertained.

Recommendation 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

Disclosure

The Company has an email where shareholders can request to receive all information electronically and offers the same service through its share registry

Principle 7 – Recognise and manage risk

Recommendation 7.1

The Board of a listed entity should:

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

• 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.

Disclosure

Prior to the appointment of Mr Rosenstreich on 11 January 2021, given the size of the Board it was decided that there were no efficiencies to be gained from forming a risk committee. However, on 9 March 2021, a risk committee was formed consisting of Mr Lester, Mr Kennedy and Mr Macdonald. Mr Macdonald serves as Chairman. The Committee members are all deemed to be independent.

The Audit and Risk Management Charter is available on the Company’s website at www.helixresources.com.au

The Company does not have a single specific risk management policy, but rather, financial and operating risks are addressed through individual approved operating policies and procedures covering financial, contract management, safety and environmental activities of the Company. The Company has recently developed a corporate risk register to evaluate the Company’s key risks across all its activities.

The Company has a risk management framework to ensure that risk management is integrated into all Helix operations.

The company also engages an insurance broking firm as part of the company’s annual assessment of the coverage for insured assets and risks.

The integrity of Helix’s financial reporting relies upon a sound system of risk management and control. Accordingly, the Managing Director and Chief Financial Officer ensure management accountability, and are required to provide a statement in writing to the Board that the financial reports of Helix are based upon a sound risk management policy.

The Board believes that it has a thorough understanding of the Company’s key risks and is managing them appropriately.

Recommendation 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 sounds; and

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

Disclosure

Reporting on Company risk management occurs at each board meeting and is considered annually by the Board of Directors. Risk management workshops are not held, but a risk register has recently been developed and presented to the Board. The Risk register identifies current and material risks of the Company, their potential impact and how these may be mitigated/managed. In addition, the risk register is updated as and when a new risk is identified and presented to the Board at each Board meeting.

Recommendation 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.

Disclosure

Given the Company’s current size and level of activity, the Board does not deem it appropriate to create an internal audit function or engage an external advisor to complete this function. Through external audit procedures and internal risk management policies and procedures the Board considers there to be sufficient processes in place for evaluating and continually improving the effectiveness of its risk management and internal control processes.

The Company also engages an external Chief Financial Officer who provides appropriate review of accounting policies and changes.

Copies of the Company’s Audit and Risk Management Committee Charter are available on the Company’s website at www.helixresources.com.au

Recommendation 7.4

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

Disclosure

The Company, as a copper and gold exploration company, faces inherent risks in its activities, including economic, environmental and social sustainability risks, which may materially impact the Company’s ability to create or preserve value for security holders over the short, medium or long term.

The Company has in place procedures for reporting on significant risks (as described above at 7.2), which are continually being developed and updated to help manage these risks. The Managing Director also selects key contractors that have appropriate processes and procedures in place to ensure environmental risks are reduced.

During the year, the Company adopted a Sustainable Development and Environmental policy which will guide the Company’s actions and ensure compliance with acceptable environmental, social and governance practices.

Principle 8 – Remunerate fairly and responsibly

Recommendation 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.

Disclosure

Prior to the appointment of Mr Rosenstreich on 11 January 2021, given the size of the Board it has was decided that there were no efficiencies to be gained from forming a remuneration committee. However, on 9 March 2021, a remuneration committee was formed consisting of Mr Lester, Mr Kennedy and Mr Macdonald. Mr Kennedy serves as Chairman. The Committee members are all deemed to be independent.

The Committee reviews and approves recommendations in terms of compensation and incentive plan arrangements for Directors and senior Executives, having regard to market conditions and the performance of individuals and the consolidated entity.

The procedures detailed in the Nomination and Remuneration Committee Charter outlines the process employed by the Board of Directors for setting the level and composition of remuneration for Directors and senior Executives and ensuring that such remuneration is appropriate and not excessive. A copy of this policy is available from the corporate governance section of the company’s website at www.helixresources.com.au

Recommendation 8.2

A listed entity should separately disclose its policies and practices regarding the remuneration of Non-Executive Directors and the remuneration of Executive Directors and other senior Executives.

Disclosure

The Company’s policies and practices regarding the remuneration of Non-Executive Directors and the remuneration of Executive Directors and other senior Executives is set out in the Company’s Nomination and Remuneration Committee Charter and in the Remuneration Report contained in the Annual Report.

The Nomination and Remuneration Committee Charter is available from the corporate governance section of the Company’s website at www.helixresources.com.au

Recommendation 8.3

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

(a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit economic risk of participating in the scheme; and

(b) disclose that policy or a summary of it.

Disclosure

In 2021, the Company adopted an Employee Equity Incentive Plan. The plan is designed to provide the Company with the ability to incentivise employees and contractors of the Company.

Clause 5.2 strictly prohibits the use of derivatives to limit economic risk as follows:

“ Unless determined otherwise by the Board in its absolute discretion, or the relevant dealing is effected by force of law on death or legal incapacity to the Participant's legal personal representative, a Participant may not sell, assign, transfer, grant a Security Interest over, collateralise a margin loan against, utilise for the purposes of short selling, enter into a Derivative with reference to, or otherwise deal with a Convertible Security that has been granted to them. The Convertible Security is forfeited immediately on purported sale, assignment, transfer, dealing or grant of a Security Interest other than in accordance with these Rules. ”