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IMAGE RESOURCES NL Governance Information 2025

Apr 29, 2025

65117_rns_2025-04-29_734c6c59-4037-4d02-a20c-09959e27773c.pdf

Governance Information

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Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Image Resources NL

ABN/ARBN
57 063 977 579
Financial year ended:
57 063 977 579 31 December 2024

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

☒ Attached to this Appendix 4G after the Annexure This URL on our ☒ www.imageres.com.au/corporategovernance website:

The Corporate Governance Statement is accurate and up to date as at 31 December 2024 and has been approved by the board.

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

Date: 30 April 2025 Name of authorised officer Dennis Wilkins authorising lodgement: Company Secretary

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)

Page 1

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
recommendation in fullfor the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 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:
http://imageres.com.au/corporategovernance

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.

Page 2

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

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

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in fullfor the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
1.5 A listed entity should:
(a)
have and disclose a diversity policy;
(b)
through its board or a committee of the board set
measurable objectives for achieving gender diversity in the
composition of its board, senior executives and workforce
generally; and
(c)
disclose in relation to each reporting period:
(1)
the measurable objectives set for that period to
achieve gender diversity;
(2)
the entity’s progress towards achieving those
objectives; and
(3)
either:
(A)
the respective proportions of men and women
on the board, in senior executive positions and
across the whole workforce (including how the
entity has defined “senior executive” for these
purposes); or
(B)
if the entity is a “relevant employer” under the
Workplace Gender Equality Act, the entity’s
most recent “Gender Equality Indicators”, as
defined in and published under that Act.
If the entity was in the S&P / ASX 300 Index at the
commencement of the reporting period, the measurable objective
for achieving gender diversity in the composition of its board
should be to have not less than 30% of its directors of each
gender within a specified period.

and we have disclosed a copy of our diversity policy at:
http://imageres.com.au/corporategovernance
and we have disclosed the information referred to in paragraph (c)
at:
our Corporate Governance Statement.
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:
http://imageres.com.au/corporategovernance and in our Corporate
Governance Statement
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process at:
our Corporate Governance Statement

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable

Page 3

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

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

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in fullfor the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
1.7 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:
http://imageres.com.au/corporategovernance and in our Corporate
Governance Statement
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process at:
our Corporate Governance Statement

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable

Page 4

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

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

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in fullfor the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 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:
http://imageres.com.au/corporategovernance
and the information referred to in paragraphs (4) and (5) at:
the Company’s 2024 Annual Report at
www.imageres.com.au/company-reports
[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

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable
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
and, where applicable, the information referred to in paragraph (b)
at:
……………………………………………………………………………..
[insert location]
and the length of service of each director at:
our Corporate Governance Statement

set out in our Corporate Governance Statement

Page 5

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

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

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in fullfor the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
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
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:
http://imageres.com.au/corporategovernance

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:
http://imageres.com.au/corporategovernance

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:
http://imageres.com.au/corporategovernance

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:
http://imageres.com.au/corporategovernance

set out in our Corporate Governance Statement

Page 6

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

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

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in fullfor the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 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:
http://imageres.com.au/corporategovernance
and the information referred to in paragraphs (4) and (5) at:
the Company’s 2024 Annual Report at
www.imageres.com.au/company-reports
[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:
……………………………………………………………………………..
[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

Page 7

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

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

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in fullfor the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 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:
http://imageres.com.au/corporategovernance

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:
www.imageres.com.au

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:
http://imageres.com.au/corporategovernance and in our Corporate
Governance Statement

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
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

Page 8

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

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

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in fullfor the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1 The board of a listed entity should:
(a)
have a committee or committees to oversee risk, each of
which:
(1)
has at least three members, a majority of whom are
independent directors; and
(2)
is chaired by an independent director,
and disclose:
(3)
the charter of the committee;
(4)
the members of the committee; and
(5)
as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b)
if it does not have a risk committee or committees that
satisfy (a) above, disclose that fact and the processes it
employs for overseeing the entity’s risk management
framework.

[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
http://imageres.com.au/corporategovernance
and the information referred to in paragraphs (4) and (5) at:
the Company’s 2024 Annual Report at
www.imageres.com.au/company-reports
[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

set out in our Corporate Governance Statement

Page 9

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

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

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in fullfor the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
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

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
and, if we do, how we manage or intend to manage those risks at:
our Corporate Governance Statement

set out in our Corporate Governance Statement

Page 10

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

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

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in fullfor the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 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:
http://imageres.com.au/corporategovernance
and the information referred to in paragraphs (4) and (5) at:
the Company’s 2024 Annual Report at
www.imageres.com.au/company-reports
[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:
the Company’s 2024 Annual Report at
www.imageres.com.au/company-reports

set out in our Corporate Governance Statement OR

we are an externally managed entity and this recommendation
is therefore not applicable
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:
http://imageres.com.au/corporategovernanceand in our Corporate
Governance Statement

set out in our Corporate Governance StatementOR

we do not have an equity-based remuneration scheme and
this recommendation is therefore not applicable OR

we are an externally managed entity and this recommendation
is therefore not applicable

Page 11

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

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

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in fullfor the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
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:
our Corporate Governance Statement

set out in our Corporate Governance Statement OR

we do not have a director in this position and this
recommendation is therefore not applicableOR

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 applicableOR

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
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

Page 12

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

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

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in fullfor the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
- 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

Page 13

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

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CORPORATE GOVERNANCE STATEMENT 31 DECEMBER 2024

The Board of Image Resources NL (“ Board ”) is committed to ensuring that the Company’s obligations and responsibilities to its various stakeholders are fulfilled through its corporate governance practices. The Company’s non-executive directors and executive director(s) (“ Directors ”) undertake to perform their duties with honesty, integrity, care and due diligence, to act in good faith in the best interests of the Company in a manner that reflects a high standard of corporate governance.

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

Corporate Governance Compliance

The Company follows the 4[th] edition of the ASX Corporate Governance Council’s Principles and Recommendations where the Board considers the recommendations to be appropriate benchmarks for its corporate governance practices.

Where, after due consideration, the Company’s corporate governance practices depart from a recommendation, the Board has offered full disclosure and reason for adoption of its own practice, in compliance with the “if not, why not” regime. This statement was approved by the Board on 28 March 2025.

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CORPORATE GOVERNANCE STATEMENT 31 DECEMBER 2024 (CONT’D)

Principle ASX Recommendation Conform Disclosure
(Y/N)
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.
Y The Board Charter details the functions and responsibilities of the Board and
management, including matters reserved for the Board. The Board Charter is
included in the Corporate Governance & Policies Manual on the Company’s
website.
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.
Y The Remuneration and Nomination Committee is responsible for undertaking
appropriate checks on Directors and senior executives prior to appointment and
ensuring the Board is comprised of Directors with the appropriate skill sets and
experience. Before recommending a director for election, the Committee is
required to review candidate qualifications, including capability, availability to
serve, conflicts of interest, and other relevant factors.
All material information relevant to whether or not to elect or re-elect a director
is provided to the Company’s shareholders as part of the notice of meeting and
explanatory materials for the relevant meeting of shareholders which addresses
the election or re-election of a director.
1.3 A listed entity should have a written agreement with each
Director and senior executive setting out the terms of their
appointment.
Y The Remuneration Committee Charter, which is included in the Corporate
Governance & Policies Manual on the Company’s website, requires the
Company to have a written agreement with each Director and senior executive
setting out the terms of their engagement.
Each Non-Executive Director has signed a letter of appointment. The Managing
Director has signed an executive service agreement. Each senior executive has
signed an employment agreement.
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.
Y The Company Secretary is accountable to the Board, through the Chair, on all
governance matters and reports directly to the Chair as the representative of
the Board. The Company Secretary has primary responsibility for ensuring that
the Board processes and procedures run efficiently and effectively.

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Principle ASX Recommendation Conform Disclosure
(Y/N)
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:
i. 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
ii. 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.
Y
N
Y
The Company has adopted a Diversity Policy which is included in the Corporate
Governance & Policies Manual disclosed on the Company’s website. The
Company recognises that a diverse and talented workforce is a competitive
advantage and encourages a culture that embraces diversity. The Company
does not think that it is appropriate to state measurable objectives for achieving
gender diversity due to its size and stage of development.
As at 31 December 2024, the proportion of women employees in the whole
organisation (excluding directors) was 28%, the proportion of women on the
Board was 17%, and there were no women in senior executive positions.
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.
Y The Board Charter, which is included in the Corporate Governance & Policies
Manual on the Company’s website, details the process for evaluating the Board,
its Committees and individual Directors. The assessment process which may
be used by the Board is that each Director completes a questionnaire relating
to the role, composition, procedures, practices and behaviour of the Board and
its members. An independent third-party consultant may be used to facilitate
the assessment.
A formal Board performance review was not undertaken during the reporting
period.

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Principle ASX Recommendation Conform Disclosure
(Y/N)
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.
Y
Y
Performance evaluation for senior executives is a process undertaken formally
on an at least an annual basis. The Managing Director reviews the performance
of senior executives throughout the year against formalised KPI benchmarks,
which include internal Company objectives and peer comparison objectives.
The Managing Director conducts a formal review of senior executives at least
annually and the results are reported to the Remuneration & Nomination
Committee. The Committee is responsible for conducting a formal review of the
Managing Director at least annually and reviews the results of other senior
executive reviews and makes recommendations to the Board as required. No
formal reviews were undertaken in 2024.
In addition, staff matters (including performance) are reported at each Board
meeting and included in the COO’s regular monthly Projects Reports distributed
to all Board members.
Principle 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:
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.
Y
Y
Y
Y
Y
N/A
The Company has established a Remuneration & Nomination Committee to
carry out the responsibilities specified in the Remuneration Committee Charter
and the Nomination Committee Charter, which are included in the Corporate
Governance & Policies Manual on the Company’s website.
The Remuneration & Nomination Committee is comprised only of Non-
Executive Directors, being Robert Besley (Chair), Peter Thomas and Winston
Lee. The Committee is chaired by Mr Besley, who is considered by the Board
to be an independent director.
The qualifications, experience and attendance of the members of the
Committee are disclosed in the Company’s Directors’ Report (contained in the
2024 Annual Report).

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Principle ASX Recommendation Conform Disclosure Disclosure Disclosure Disclosure
(Y/N)
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.
Y Collectively, the Board has an extensive range of commercial skills and other
relevant experience which are vital for the effective management of the
business. Board members, including some who are also directors of other ASX-
listed companies, together have a combination of experience in the following
business areas:
commercial;
business development;
corporate governance;
risk management;
regulatory framework;
mineral exploration;
legal;
geographic experience - WA;
investor relations;
mineral project development;
capital raising & financing;
mining operations;
corporate strategy;
mineral sands production;
accounting;
offtake sales negotiation;
leadership;
gold exploration;
listening & communication
mineral sands exploration &
development.
2.3 A listed entity should disclose:
a) the names of the directors considered by the board to
be independent;
b) if a director has an interest, position 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.
Y As at 31 December 2024, the Board consisted of:
Name Role Independent Date appointed
Robert
Besley
Non-Executive
Chair
Yes June 2016
Patrick Mutz Managing Director No June 2016
Peter
Thomas
Non-Executive
Director
Yes April 2002
Aaron Chong
Veoy Soo
Non-Executive
Director
Yes July 2015
Ran Xu Non-Executive
Director
No June 2022
Winston Lee Non-Executive
Director
No June 2022

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Principle ASX Recommendation Conform Disclosure
(Y/N)
2.4 A majority of the board of a listed entity should be
independent directors.
N Refer 2.3. 50% of the board members are independent.
Ms Xu is major shareholder Murray Zircon Pty Ltd’s representative on the
Board, in accordance with a standstill agreement between the Company and
Murray Zircon entered into in May 2022, and such is not an independent
director.
Mr Lee is major shareholder Vestpro International Limited’s representative on
the Board pursuant to a subscription agreement between Vestpro and the
Company entered into in March 2018 and as such is not considered an
independent director.
Mr Mutz as an executive director cannot be considered an independent director.
The composition of the Board is considered appropriate at this time. The Board
will continue to periodically review the need to appoint additional directors in
the future, after considering its objectives, the nature and extent of its actual
and proposed operations, and any skills gaps.
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.
Y Robert Besley, who was appointed as Chair in June 2016, is an independent
Non-Executive Director. He does not perform the role of CEO of the Company
(which position is currently held by Patrick Mutz).
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.
Y Induction and professional development form part of the responsibilities of the
Remuneration & Nomination Committee as noted in the Nomination Committee
Charter, which is included in the Corporate Governance & Policies Manual on
the Company’s website. Induction documents are provided with a written
engagement letter and the Company Secretary is available to assist with the
process of new Directors familiarising themselves with the Company.
Professional development requirements are addressed by the Board at each
Board meeting.
Principle 3: Act ethically and responsibly
3.1 A listed entity should articulate and disclose its values. Y The Company operates under a general Code of Conduct and a Code of
Conduct for Directors and Executives which all employees and directors are
expected to follow as a minimum requirement. These Codes are included in the
Corporate Governance & Policies Manual on the Company’s website.

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Principle ASX Recommendation Conform Disclosure
(Y/N)
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.
Y The Company has formulated a general Code of Conduct and a Code of
Conduct for Directors and Executives which all employees and Directors are
expected, at a minimum, to follow. The Codes are included in the Corporate
Governance & Policies Manual on the Company’s website.
The Code of Conduct states that any breach of the Code is to be reported
directly to the Managing Director or under the Whistle-blower Policy, as
appropriate, with any material breach to be reported to the full Board.
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
Y The Company has formulated a Whistle-blower Policy, which is included in the
Corporate Governance & Policies Manual on the Company’s website. The Audit
& Risk Committee is responsible for carrying out the processes under the
policy.
The Policy states that the Committee must report the results of any material
incidents to the Board.
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.
N The Company adopted an Anti-Bribery and Anti-Corruption Policy in July 2024,
which is disclosed on the Company’s website.
Management will ensure that the Board is informed of any breaches of this
policy.

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Principle ASX Recommendation Conform Disclosure
(Y/N)
Principle 4: Safeguard integrity in financial reporting
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.
Y
Y
Y
Y
Y
N/A
The Company has established an Audit & Risk Committee to carry out the
responsibilities specified in the Audit Committee Charter and the Risk
Management Policy, which are included in the Corporate Governance &
Policies Manual on the Company’s website. The Audit & Risk Committee is
comprised only of Non-Executive Directors, being Peter Thomas (Chair), Aaron
Chong Veoy Soo and Robert Besley. During the reporting period the Committee
was chaired by Mr Thomas, who is considered by the Board to be an
independent director, and who is not the chair of the Board.
The qualifications, experience and attendance of the members of the
Committee are disclosed in the Company’s Directors’ Report (contained in the
2024 Annual Report).
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.
Y Under the Company’s Risk Management Policy, which is included in the
Corporate Governance & Policies Manual on the Company’s website, the CEO
and CFO must provide a written declaration of assurance that in their opinion,
the financial records of the Company for the relevant reporting period have
been properly maintained, comply with appropriate accounting standards and
give a true and fair view of the financial position and performance of the
Company and has been formed on the basis of a sound system of risk
management and internal control which is operating effectively.

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Principle ASX Recommendation Conform Disclosure
(Y/N)
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.
Y The Company provides interim (currently quarterly) updates of the Company’s
progress across all areas of the business, including select financial information,
as well as financial guidance. The Managing Director is responsible for all such
updates/guidance, which are reviewed by the Board. Individual components are
also reviewed by senior management with responsibility for the specific
component subject matter. The financial information is compiled by the Chief
Financial Officer in accordance with generally accepted accounting practices.
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.
Y The Company has adopted a Continuous Disclosure Policy, which is included
in the Corporate Governance & Policies Manual on the Company’s website.
The Policy is designed to guide compliance with ASX Listing Rules disclosure
requirements, and to ensure all Directors, senior executives and employees of
the Company understand their responsibilities under the Policy.
5.2 A listed entity should ensure that its board receives copies
of all material market announcements promptly after they
have been made.
Y All material market announcements are provided to all directors promptly after
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.
Y The Company periodically updates its investor presentation, and as required, a
copy is released on the ASX market announcements platform ahead of
meetings with investors and analysts and posting on the Company’s website.
Principle 6: Respect the rights of shareholders
6.1 A listed entity should provide information about itself and its
governance to investors via its website.
Y The Company’s website provides information about the Company, its projects,
its Board and management and governance. It is a platform to disclose official
ASX releases of material information and periodic reports, press releases,
notices, and presentations as well as a mechanism for shareholders to contact
the Company via email.
6.2 A listed entity should have an investor relations program
that facilitates effective two-way communication with
investors.
Y The Company has a Shareholder Communication Policy, which is included in
the Corporate Governance & Policies Manual on the Company’s website.
The Company’s website provides a platform to disclose official ASX releases
of material information and periodic reports, press releases, notices, and
presentations as well as a mechanism for shareholders to contact the Company
via email.

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Principle ASX Recommendation Conform Disclosure
(Y/N)
6.3 A listed entity should disclose the policies and processes it
has in place to facilitate and encourage participation at
meetings of security holders.
Y The Company has a Shareholder Communication Policy, which is included in
the Corporate Governance & Policies Manual on the Company’s website. The
Policy specifically encourages full participation of shareholders at the
Company’s annual general meeting to ensure a high level of accountability and
identification with the Company’s strategy and goals and outlines the various
ways in which the Company communicates with shareholders.
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.
Y In accordance with ASX guidance, all Listing Rule resolutions and all
substantive resolutions are decided by a poll rather than by a show of hands.
6.5 A listed entity should give security holders the option to
receive communications from, and send communications
to, the entity and its security registry electronically.
Y Shareholders can register with the Company to receive email notifications when
an announcement is made by the Company to ASX, including the release of
annual, half-yearly and quarterly reports. Further, the Company’s website
enables security holders to email the Company. The share registry also
provides the ability to email the share registry and to receive documents by
email from the share registry.
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.
Y
Y
Y
Y
Y
N/A
The Company has established an Audit & Risk Committee to carry out the
responsibilities specified in the Audit Committee Charter and the Risk
Management Policy, which are included in the Corporate Governance &
Policies Manual on the Company’s website.
The Audit & Risk Committee is comprised only of Non-Executive Directors,
being Peter Thomas (Chair), Robert Besley and Winston Lee. The Committee
is chaired by Mr Thomas, who is considered by the Board to be an independent
director.
The qualifications, experience and attendance of the members of the Audit &
Risk Committee are disclosed in the Company’s Directors’ Report (contained
in the 2024 Annual Report).
The Board recognises its responsibility for identifying areas of significant
business risk and for ensuring that arrangements are in place for adequately
managing these risks.

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Principle ASX Recommendation Conform Disclosure
(Y/N)
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.
Y The Audit & Risk Committee determines the Company’s ‘risk profile’ and is
responsible for overseeing and approving risk management strategy and
policies, internal compliance and non-financial internal control.
During this reporting period, the Company conducted a Company-wide risk
review with the assistance of AON. Additionally, risk issues are addressed by
the Board at each Board meeting and risk management culture is encouraged
amongst employees and contractors.
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.
Y The Company does not have an internal audit function.
The Audit and Risk Committee responsibilities include reviewing the adequacy
and effectiveness of the Company’s internal control framework.

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Principle ASX Recommendation Conform Disclosure
(Y/N)
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.
Y The Company operates in the mineral resources sector and is subject to a
variety of environmental and social risks that have the potential to have a
material impact on its business. These risks include, but are not limited to:
Environmental risks
As with most resources’ projects, the Company’s activities have the potential to
impact on the environment giving rise to substantial costs for environmental
rehabilitation, damage, control, and losses. Exploration, development, and
operational activities are subject to State and Federal laws and regulations
concerning the environment. The Company strives to conduct its activities to
the highest standard of environmental obligation, including compliance with all
environmental laws and permitting requirements. In achieving its aim of
maintaining stable functioning ecosystems in the environs of its activities, the
Company uses careful design; creation of biodiversity offsets (if and when
required);
progressive
mine
rehabilitation;
and
rigorous
monitoring,
management and reporting plans and processes. During the reporting period,
the Company conducted a Company-wide risk review with the assistance of
AON.
Social risks
To minimise potential exposure to material social risk, the Company has an
Environmental Policy, which is included in the Corporate Governance &
Policies Manual published on the Company’s website and which is designed to
prevent or minimise adverse impacts of its operations on host communities.
The Company has a Modern Slavery Policy (available on the Company’s
website) to assist the Company to prevent, detect and respond with mitigating
controls to the risk of Modern Slavery occurring within the Company, its supply
chain or in any other business relationships. The Company has most recently
published its Modern Slavery Statement for CY2023, available on the
Company’s website.
The Company also actively supports a number of community related programs
that benefit a variety of community and local non-profit organisations.
The Company published its second annual Sustainability Report in October
2024, covering the full range of environmental, social and governance (ESG)
topics for CY2023.

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Principle ASX Recommendation Conform Disclosure
(Y/N)
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.
Y
Y
Y
Y
Y
N/A
The Company has established a Remuneration & Nomination Committee to
carry out the responsibilities specified in the Remuneration Committee Charter
and the Nomination Committee Charter, which are included in the Corporate
Governance & Policies Manual on the Company’s website. The Remuneration
& Nomination Committee is comprised of Robert Besley (Chair), Peter Thomas
and Winston Lee. During the reporting period, the Committee was chaired by
Mr Besley, who is considered by the Board to be an independent director.
The qualifications, experience and attendance of the members of the
Committee are disclosed in the Company’s Directors’ Report (contained in the
2024 Annual Report).
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.
Y Details of the Company’s policies and practices regarding the remuneration of
Directors and other senior management is set out in the Remuneration Report
as disclosed in the Company’s Directors’ Report (contained in the 2024 Annual
Report).
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.
Y The Company’s Securities Trading Policy specifically prevents employees
engaging in margin lending or otherwise leveraging securities without the fully
informed consent of the Board.

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Principle ASX Recommendation Conform Disclosure
(Y/N)
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.
N/A N/A
9.2 A listed entity established outside Australia should ensure
that meetings of security holders are held at a reasonable
place and time
N/A N/A
9.3 A listed entity established outside Australia, and an
externally managed listed entity that has an AGM, should
ensure that its external auditor attends its AGM and is
available to answer questions from security holders
relevant to the audit
N/A N/A