JAMESON RESOURCES LIMITED — Governance Information 2019

Aug 28, 2019

Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Jameson Resources Limited

ABN/ARBN	ABN/ARBN	Financialyear ended
89 126 398 294		30 June 2019

Our corporate governance statement[2] for the above period above can be found at:[3]

 these pages of our annual report:

 this URL on our website: http://www.jamesonresources.com.au/index.php/2012-11-2705-59-48/corporate-governance

The Corporate Governance Statement is accurate and up to date as at 28 August 2019 and has been approved by the board.

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

Date here: 28 August 2019

Sign here: _______ company secretary

Print name: Suzie Foreman

1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.

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 rule 4.10.3.

2 “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.

3 Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity’s corporate governance statement can be found.

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ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

	Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
	PRINCIPLE 1– LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
	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.	… the fact that we follow this recommendation: in our Corporate Governance Statement … and information about the respective roles and responsibilities of our board and management (including those matters expressly reserved to the board and those delegated to management): at this location: Board Charter: http://www.jamesonresources.com.au/index.php/2012- 11-27-05-59-48/corporate-governance	 an explanation why that is so 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 person, or putting forward to security holders a candidate for election, as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.	… the fact that we follow this recommendation: in our Corporate Governance Statement	 an explanation why that is so 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.	… the fact that we follow this recommendation: in our Corporate Governance Statement	 an explanation why that is so 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.	… the fact that we follow this recommendation: in our Corporate Governance Statement	 an explanation why that is so in our Corporate Governance StatementOR  we are an externally managed entity and this recommendation is therefore not applicable

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
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.	… the fact that we have a diversity policy that complies with paragraph (a):  in our Corporate Governance StatementOR  at this location: _________ Insert location here … and a copy of our diversity policy or a summary of it: at this location: Diversity Policy: http://www.jamesonresources.com.au/index.php/2012-11- 27-05-59-48/corporate-governance … the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with our diversity policy and our progress towards achieving them:  in our Corporate Governance StatementOR  at this location: … and the information referred to in paragraphs (c)(1) or (2):  in our Corporate Governance StatementOR  at this location:	an explanation why that is so 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, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	… the evaluation process referred to in paragraph (a): in our Corporate Governance StatementOR … and the information referred to in paragraph (b): in our Corporate Governance StatementOR	 an explanation why that is so in our Corporate Governance StatementOR  we are an externally managed entity and this recommendation is therefore not applicable

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	Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
	1.7	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of its senior executives; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	… the evaluation process referred to in paragraph (a): in our Corporate Governance Statement … and the information referred to in paragraph (b): in our Corporate Governance Statement	 an explanation why that is so in our Corporate Governance StatementOR  we are an externally managed entity and this recommendation is therefore not applicable
	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.	Jameson has a nomination committee that complies with paragraphs (1) and (2) and is detailed: in our Corporate Governance StatementOR  at this location: ______ Insert location here_ … and a copy of the charter of the committee:  at this location: Nomination Committee Charter http://www.jamesonresources.com.au/index.php/2012-11- 27-05-59-48/corporate-governance … and the information referred to in paragraphs (4) and (5): in our Corporate Governance StatementOR  at this location: ______ _Insert location here	 an explanation why that is so in our Corporate Governance StatementOR  we are an externally managed entity and this recommendation is therefore not applicable

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
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.	… our board skills matrix:  in our Corporate Governance StatementOR  at this location: _________ Insert location here	 an explanation why that is so 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, 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.	… the names of the directors considered by the board to be independent directors: in our Corporate Governance Statement … where applicable, the information referred to in paragraph (b): N/A  in our Corporate Governance StatementOR  at this location: _________ Insert location here … the length of service of each director: at this location: Annual Financial Report 2019 – Directors Report	 an explanation why that is so in our Corporate Governance Statement
2.4	A majority of the board of a listed entity should be independent directors.	… the fact that we follow this recommendation: in our Corporate Governance Statement	 an explanation why that is so 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.	… the fact that we follow this recommendation:  in our Corporate Governance StatementOR  at this location: _________ Insert location here	 an explanation why that is so in our Corporate Governance StatementOR  we are an externally managed entity and this recommendation is therefore not applicable

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	Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
	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.	… the fact that we follow this recommendation:  in our Corporate Governance Statement	 an explanation why that is so in our Corporate Governance StatementOR  we are an externally managed entity and this recommendation is therefore not applicable
	PRINCIPLE 3– ACT ETHICALLY AND RESPONSIBLY
	3.1	A listed entity should: (a) have a code of conduct for its directors, senior executives and employees; and (b) disclose that code or a summary of it.	… our code of conduct or a summary of it:  in our Corporate Governance StatementOR at this location: Code of Conduct http://www.jamesonresources.com.au/index.php/2012-11-27-05- 59-48/corporate-governance	 an explanation why that is so in our Corporate Governance Statement
	PRINCIPLE 4– SAFEGUARD INTEGRITY IN CORPORATE 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	Jameson complies with paragraph (b): … 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:  in our Corporate Governance StatementOR  at this location: Audit Committee Charter– including audit and internal control of reporting processes http://www.jamesonresources.com.au/index.php/2012-11-27-05- 59-48/corporate-governance	 an explanation why that is so in our Corporate Governance Statement

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	Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
		integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.
	4.2	The board of a listed entity should, before it approves the 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.	… the fact that we follow this recommendation: in our Corporate Governance StatementOR  at this location:		 an explanation why that is so in our Corporate Governance Statement
	4.3	A 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.	… the fact that we follow this recommendation:  in our Corporate Governance StatementOR  at this location:		 an explanation why that is so in our Corporate Governance StatementOR  we are an externally managed entity that does not hold an annual general meeting and this recommendation is therefore not applicable
	PRINCIPLE 5– MAKE TIMELY AND BALANCED DISCLOSURE
	5.1	A listed entity should: (a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and (b) disclose that policy or a summary of it.	… our continuous disclosure compliance policy or a summary of it: in our Corporate Governance Statementand at this location: Continuous Disclosure Policy http://www.jamesonresources.com.au/index.php/2012- 11-27-05-59-48/corporate-governance		 an explanation why that is so in our Corporate Governance Statement

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	Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
	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.	… information about us and our governance on our website: at this location: Shareholder Communications Policy http://www.jamesonresources.com.au/index.php/2012- 11-27-05-59-48/corporate-governance	 an explanation why that is so in our Corporate Governance Statement
	6.2	A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.	… the fact that we follow this recommendation: at this location: Shareholder Communications Policy http://www.jamesonresources.com.au/index.php/2012- 11-27-05-59-48/corporate-governance	 an explanation why that is so in our Corporate Governance Statement
	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.	… our policies and processes for facilitating and encouraging participation at meetings of security holders: at this location: Shareholder Communications Policy http://www.jamesonresources.com.au/index.php/2012- 11-27-05-59-48/corporate-governance	 an explanation why that is so in our Corporate Governance StatementOR  we are an externally managed entity that does not hold periodic meetings of security holders and this recommendation is therefore not applicable
	6.4	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	… the fact that we follow this recommendation: at this location: Shareholder Communications Policy http://www.jamesonresources.com.au/index.php/2012- 11-27-05-59-48/corporate-governance	 an explanation why that is so in our Corporate Governance Statement

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	Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
	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.	Jameson complies with paragraph (b): … 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:  in our Corporate Governance StatementOR  at this location: Risk Management and internal Compliance and Control http://www.jamesonresources.com.au/index.php/2012- 11-27-05-59-48/corporate-governance	 an explanation why that is so 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 (b) disclose, in relation to each reporting period, whether such a review has taken place.	… the fact that the board or a committee reviews the entity’s risk management framework at least annually to satisfy itself that it continues to be sound: in our Corporate Governance Statement; And that such a review has taken place in the Reporting Period covered by the 4G: in our Corporate Governance Statement	 an explanation why that is so in our Corporate Governance Statement
	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 itsrisk management and	Jameson complies with paragraph (b): … 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:  in our Corporate Governance StatementOR at this location:	 an explanation why that is so in our Corporate Governance Statement

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	Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
		internal control processes.	Audit Committee Charter http://www.jamesonresources.com.au/index.php/2012- 11-27-05-59-48/corporate-governance
	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.	… whether we have any material exposure to economic, environmental and social sustainability risks and, if we do, how we manage or intend to manage those risks: in our Corporate Governance StatementOR  at this location: _________ Insert location here	 an explanation why that is so in our Corporate Governance Statement
	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.	Jameson has a remuneration committee that complies with paragraphs (1) and (2): in our Corporate Governance StatementOR  at this location: ______ Insert location here_ … and a copy of the charter of the committee: at this location: Remuneration Committee Charter http://www.jamesonresources.com.au/index.php/2012-11- 27-05-59-48/corporate-governance … and the information referred to in paragraphs (4) and (5): in our Corporate Governance StatementOR  at this location: ______ _Insert location here	 an explanation why that is so in our Corporate Governance StatementOR  we are an externally managed entity and this recommendation is therefore not applicable

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
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.	… separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives:  in our Corporate Governance StatementOR at this location: Remuneration Report of the Annual Financial Report 2019	 an explanation why that is so in our Corporate Governance StatementOR  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.	… our policy on this issue or a summary of it:  in our Corporate Governance Statementand  at this location: http://www.jamesonresources.com.au/index.php/2012- 11-27-05-59-48/corporate-governance	 an explanation why that is so in our Corporate Governance StatementOR  we do not have an equity-based remuneration scheme and this recommendation is therefore not applicableOR  we are an externally managed entity and this recommendation is therefore not applicable

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JAMESON RESOURCES LIMITED - CORPORATE GOVERNANCE STATEMENT

This Corporate Governance summary discloses the extent to which the Company will follow the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations (3[rd] Edition) ( Recommendations ). The Recommendations are not mandatory, however the Recommendations that will not be followed have been identified and reasons have been provided for not following them.

The Company’s Corporate Governance Policies and Procedures referred to below are posted on the Company’s website at www.jamesonresources.com.au .

PRINCIPLES AND RECOMMENDATIONS	COMPLIANCE	COMPLIANCE	REFERENCE	EXPLANATION
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1 A listed entity should have and disclose a charter which sets out the respective roles and responsibilities of the Board, the chair and management; and includes a description of those matters expressly reserved to the Board and those delegated to management.	YES	Board Charter - website		The Company has adopted a Board Charter. The Board Charter sets out the specific responsibilities of the Board, requirements as to the Boards composition, the roles and responsibilities of the Chairman and Company Secretary, the establishment, operation and management of Board Committees, Directors access to company records and information, details of the Board’s relationship with management, details of the Board’s performance review and details of the Board’s disclosure policy. A copy of the Company’s Board Charter is available on the Company’s website.
Recommendation 1.2 A listed entity should: (a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.	YES	Nomination Committee Charter - website		The Company has detailed guidelines for the appointment and selection of the Board. The Nomination Committee Charter requires the Committee to undertake appropriate checks before appointing a person or putting forward to security holders a candidate for election, as a director. These checks include good frame and character, experience, education and financial history and background. All material information relevant to a decision on whether or not to elect or re-elect a Director will be provided to security holders in a Notice of Meeting pursuant to which the resolution to elect or re-elect a Director will be voted on.
Recommendation 1.3 A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	YES	Kept at registered office		The Nomination Committee Charter requires that each director and senior executive has a formal written agreement with the Company which sets out the terms of that Director’s or senior executive’s appointment. The Company has entered into an Executive Services Agreement with its Chief Executive Officer and Letters of Appointment with each Non-Executive Director.
Recommendation 1.4 The company secretary of a listed entity should be accountable directly to the Board, through the chair, on all matters to do with the proper functioning of the Board.	YES	Board Charter - website		The Board Charter outlines the roles, responsibility and accountability of the Company Secretary. The Company Secretary is accountable directly to the Board, through the chair, on all matters to do with the proper functioning of the Board.

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PRINCIPLES AND RECOMMENDATIONS	COMPLIANCE	COMPLIANCE	REFERENCE	EXPLANATION
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: (i) to set measurable objectives for achieving gender diversity; and (ii) to assess annually both the objectives and the entity’s progress in achieving them; (b) disclose that policy or a summary or it; and (c) disclose as at the end of each reporting period: (i) 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 (ii) either: (A) the respective proportions of men and women on the Board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or (B) if the Employer is a “relevant employer” the entity’s “Gender Equality Indicators”, as defined in the Workplace Gender Equality Act 2012.	Partial	Diversity Policy, website		The Company believes that the promotion of diversity on its Board and within the organisation generally is good practice and is committed to managing diversity as a means of enhancing the Company’s performance. The Company will focus on participation of women on its Board and within senior management and intends to set measurable objectives for achieving gender diversity which will be adhered to once the size and scale of the Company increases sufficiently to permit further additions to the Board or senior management. The Diversity Policy is available on the Company’s website. The Company recognises that diversity extends to matters of age, disability, ethnicity, marital/family status, religious/cultural background and sexual orientation. Where possible, the Company will seek to identify suitable candidates for positions from a diverse pool. There are currently no women on the Company’s Board or filling senior management positions within the Company, however the contract Company Secretary is female.
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.	Partial	Board performance evaluation practice - website		The Company has a Nomination Committee. The responsibilities of the Nomination Committee are detailed in the Nomination Committee Charter. The Nomination Committee may meet with the aid of an independent advisor, and its responsibilities involve evaluating the performance of the Board, any committees and individual directors on an annual basis. The process for this can be found in the Performance Evaluation Practice. No formal review of the board, its directors or committees was undertaken, during the year, however a general review of the Board occurs on an ongoing basis and non-executives have a scheduled opportunity at each board session to critically review the Board performance and meeting process and conduct. A review of the CEO’s performancewas undertakenandis detailedin recommendation 1.7.

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PRINCIPLES AND RECOMMENDATIONS	COMPLIANCE	COMPLIANCE	REFERENCE	EXPLANATION
Recommendation 1.7 A listed entity should: (a) have and disclose a process for periodically evaluating the performance of its senior executives; and (b) disclose in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	YES	Board performance evaluation practice - website		The Company has a Remuneration Committee. The responsibilities of the Remuneration Committee are detailed in the Remuneration Committee Charter, which includes evaluating the performance of senior executives. The Remuneration Committee performs an annual performance evaluation of the CEO in line with the Performance Evaluation Practices. During the formal review, the CEO’s performance is measured against his role’s assessment criteria and KPI’s. A performance evaluation was undertaken for the CEO during the reporting period.
Principle 2: Structure the Board to add value
Recommendation 2.1 The Board of a listed entity should: (a) have a nomination committee which: (i) has at least three members, a majority of whom are independent directors; and (ii) is chaired by an independent director, and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address Board succession issues and to ensure that the Board has the appropriate balance of skills, experience, independence and knowledge of the entity to enable it to discharge its duties and responsibilities effectively.	Partial	Nomination Committee Charter - website		The Company has a Nomination Committee which comprises 3 members, two independent directors (Steve van Barneveld and Joel Nicholls) and Suzie Foreman the company secretary. The Committee is chaired by an independent director (Joel Nicholls). The Nomination Committee’s Charter is located on the Company’s website. The Nomination Committee did not meet formally during the year. Any nomination matters were discussed within the board forum and will continue to do so until such time as there is a requirement for a separate Nomination Committee discussion.

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PRINCIPLES AND RECOMMENDATIONS	COMPLIANCE	COMPLIANCE	REFERENCE	EXPLANATION
Recommendation 2.2 A listed entity should have and disclose a Board skill matrix setting out the mix of skills and diversity that the Board currently has or is looking to achieve in its membership.	NO	N/A		Jameson does not currently have a formal skills or diversity matrix in relation to the Board members. The Board Charter requires the disclosure of each Board members’ qualifications and expertise. Full details as to each director and senior executive’s relevant skills and experience are available in the Annual Report and the Company’s Website.
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 of the ASX Corporate Governance Principles and Recommendation (3rd Edition), 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	YES	Board Charter – website Annual Financial Report - 2019		The Company recognises the importance of independent non-executive directors and the external perspective and advice which they can offer. The Board assesses its Directors’ independence on the basis of criteria detailed in ASX Corporate Governance Principles and Recommendation (3rd Edition) and as set out in Annexure A to the Board Charter. Independent directors are only categorised as such if they are free of any interest, position, association or relationship that might influence, or reasonably be perceived to influence, in a material respect, their capacity to bring an independent judgement to bear on issues before the board and to act in the best interests of the entity and its security holders generally. The Board Charter provides for the disclosure of the names of Directors considered by the Board to be independent. Mr van Barneveld and Mr Nicholls are both independent directors. Mr Palm is not an independent director as he is an executive of the Company. Details of the Directors interests, positions associations and relationships are provided in the Annual Report; and Thelengthofservice ofeach Director is providedintheAnnual Report.
Recommendation 2.4 A majority of the Board of a listed entity should be independent directors.	YES	Board Charter - website		The Board Charter requires that where practical the majority of the Board will be independent. Currently the Board has 2 independent directors (Mr Steve van Barneveld and Mr Joel Nicholls) and 1 non-independent director (Mr Art Palm the CEO, Acting Chair).
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.	NO	Board Charter - website		The Board Charter provides that where practical, the Chairman of the Board will be a non-executive director. If the Chairman ceases to be independent, then the Board will consider appointing a lead independent Director. Currently Mr Art Palm fulfils the responsibilities of both acting Chairman and CEO, and therefore the Chair is not independent. The Company is aware that this is not best practice and is actively reviewing this position.

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PRINCIPLES AND RECOMMENDATIONS	COMPLIANCE	COMPLIANCE	REFERENCE	EXPLANATION
Recommendation 2.6 A listed entity should have a program for inducting new directors and providing appropriate professional development opportunities for continuing directors to develop and maintain the skills and knowledge needed to perform their role as a director effectively.	YES	N/A		All new directors are provided with an induction including comprehensive meetings with the CEO and other directors and provision of information on the Company including Company and board policies. All directors are expected to maintain the skills required to effectively discharge their obligations to the Company. Directors are encouraged to undertake continuing professional education and, if this involves industry seminars and approved education courses, where appropriate, this is paid for by the Company. The Board is responsible for ensuring that resources are allocated to developing and maintaining the directors’ skills and knowledge and to ensure that the directors have and maintain the necessary skills and knowledge required to fulfil their role ontheBoard andits Committees effectively.
Principle 3: Act ethically and responsibly
Recommendation 3.1 A listed entity should: (a) have a code of conduct for its directors, senior executives and employees; and (b) disclose that code or a summary of it.	YES	Code of Conduct - website		As part of its commitment to recognising the legitimate interests of stakeholders, the Company has established a Code of Conduct to guide compliance with legal and other obligations to legitimate stakeholders. These stakeholders include employees, clients, customers, government authorities, creditors and the community as whole. The Code of Conduct is for directors, senior executives and employees. The Company’s Corporate Code of Conduct is available on the Company’s website.
Principle 4: Safeguard integrity in financial reporting
Recommendation 4.1 The Board of a listed entity should: (a) have an audit committee which: (i) has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and (ii) is chaired by an independent director, who is not the chair of the Board, and disclose: (iii) the charter of the committee; (iv) the relevant qualifications and experience of the members of the committee; and (v) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings;or	YES	Audit Committee Charter and the Risk Management and Internal Compliance Control Policy - website		As the Board only consists of three (3) members, the Company does not have an Audit and Risk Committee because it would not be a more efficient mechanism than the full Board for focusing the Company on specific issues. The responsibilities of the Audit and Risk Committee are currently carried out by the Board. The Company has adopted the Audit Committee Charter and the Risk Management and Internal Compliance Control Policy, whose procedures including risk management, the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner. These are currently followed by the Board and will be followed by the Audit and Risk Committee in full once it has been established. The Audit and Risk Committee Charterand theRisk Management and Internal Compliance Control Policy are made available on the Company website;

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(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 financial reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.
Recommendation 4.2 The Board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.	YES	Kept at registered office	The Audit and Risk Committee Charter states that a duty and responsibility of the Committee, (and as the Company does not have a Committee, the Board), is to ensure that before the Board approves the entity’s financial statements for a financial period, the CEO and CFO (or their equivalents) have declared 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.
Recommendation 4.3 A 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.	YES	Audit and Risk Committee Charter - website	The Audit and Risk Committee Charter provides that the Committee, and as the Company does not have a Committee, the Board, must ensure the Company’s external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.
Principle 5: Make timely and balanced disclosure
Recommendation 5.1 A listed entity should: (a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and (b) disclose that policy or a summary of it.	YES	Continuous disclosure policy - website	The Board Charter provides details of the Company’s disclosure policy. In addition, the Company has adopted a ‘Continuous Disclosure Policy’ and details the Company’s disclosure requirements as required by the ASX Listing Rules and other relevant legislation. The Board Charter and Schedule 5 Continuous Disclosure Policy of the Corporate Governance Policies are available on the Company website.
Principle 6: Respect the rights of security holders
Recommendation 6.1 A listed entity should provide information about itself and its governance to investors via its website.	YES	Shareholder communication policy - website	Information about the Company and its governance is available in the Corporate Governance Statement and policies, media releases, ASX Announcements, contacts, overview of the Company and business structure, which can be found on the Company’swebsite.

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PRINCIPLES AND RECOMMENDATIONS	COMPLIANCE	REFERENCE	EXPLANATION
Recommendation 6.2 A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.	YES	Shareholder communication policy - website	The Company has adopted a Shareholder Communications Policy which aims to promote and facilitate effective two-way communication with investors. The Policy outlines a range of ways in which information is communicated to shareholders.
Recommendation 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.	YES	Shareholder communication policy - website	The Shareholder Communications Policy states that as a part of the Company’s developing investor relations program, Shareholders can register with the Company Secretary to receive email notifications of when an announcement is made by the Company to the ASX, including the release of the Annual Report, half yearly reports and quarterly reports. Links are made available to the Company’s website on which all information provided to the ASX is immediately posted. Shareholders are encouraged to participate at all General Meetings and AGMs of the Company. Upon the despatch of any notice of meeting to Shareholders, the Company Secretary shall send out material with that notice of meeting stating that all Shareholders are encouraged to participate at the meeting. The Company permits shareholders to vote online (and by other methods) prior to an Annual General Meeting if they are unable to attend the meeting.
Recommendation 6.4 A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	YES	Shareholder communication policy - website	Security holders can register with the Company to receive electronic notifications when an announcement is made by the Company to the ASX. Shareholders queries should be referred to the Company Secretary at first instance and Company communication details are contained within the Shareholder Communications Policy and on the Company website.
Principle 7: Recognise and manage risk
Recommendation 7.1 The Board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (i) has at least three members, a majority of whom are independent directors; and (ii) is chaired by an independent director, and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) as at the end of each reporting period, the number of times the committee met throughout the period and the	YES	Audit and Risk Committee Charter Risk Management and Internal Compliance and Control Policy - website	The Board is charged with the responsibility of determining the Company’s risk profile and is responsible for overseeing and approving risk management strategy and policies. As the Board only consists of three (3) members, the Company does not have a separate Audit and Risk Committee because it would not be a more efficient mechanism than the full Board for focusing the Company on specific issues. The responsibilities and processes of the Audit and Risk Committee are currently carried out by the Board. The Board has also adopted a Risk Management and Internal Compliance and Control Policy to determine the responsibilities for overseeing and approving the Company’s risk management strategy, policies, internal compliance and internal control. During the year the Board did not formally meet as the Risk Committee, however the Board continually monitors risk through various arrangements including regular Board meetings, internal risk management tools and processes.

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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 process it employs for overseeing the entity’s risk management framework.			Should the Company circumstances change to warrant a separate Risk Committee, one will be established. The Board devotes time annually to fulfilling the roles and responsibilities associated with overseeing risk and maintaining the entities risk management framework and associated internal control procedures.
Recommendation 7.2 The Board or a committee of the Board should: (a) review the entity’s risk management framework with management at least annually to satisfy itself that it continues to be sound, to determine whether there have been any changes in the material business risks the entity faces and to ensure that they remain within the risk appetite set by the Board; and (b) disclose in relation to each reporting period, whether such a review has taken place.	YES	Risk Management and Internal Compliance and Control Policy - website	The Company process for risk management and internal compliance includes a requirement to identify and measure risk, monitor the environment for emerging factors and trends that affect these risks, formulate risk management strategies and monitor the performance of risk management systems. The Risk Management and Internal Compliance Control Policy details the Company’s disclosure requirements with respect to the risk management review procedure and internal compliance and controls. The Board will, at least annually, undertake a structured consideration and review of the risk management framework and the material risks faced by, and the risk attitude of, the Company. The Board met during the year to consider its risk management framework and material risks faced by the Company.
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.	YES	Audit and Risk Committee Charter - website	The Audit and Risk Committee Charter provides for the internal audit function of the Company. The Charter outlines the monitoring, review and assessment of a range of internal audit functions and procedures. Given the size of the Company, no internal audit function is currently considered necessary. The Board including the CEO, routinely consider risk management matters and continue to develop and refine the Company’s risk management and internal control processes.
Recommendation 7.4 A listed entity should disclose whether, and if so how, it has regard to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.	YES	N/A	The Company is of the view that its current activities do not create a material exposure to economic, environmental and social sustainability risks. The Company does not have a sustainability policy.

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	PRINCIPLES AND RECOMMENDATIONS	OMPLIANCE	REFERENCE		EXPLANATION	EXPLANATION	EXPLANATION
	Principle 8: Remunerate fairly and responsibly
	Recommendation 8.1 The Board of a listed entity should: (a) have a remuneration committee which: (i) has at least three members, a majority of whom are independent directors; and (ii) is chaired by an independent director, and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a 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.	YES	Remuneration Committee Charter - website		The Company has a Remuneration Committee, which is comprised of three (3) members, being the 2 non-executive directors Joel Nicholls and Steve van Barneveld, and the Company Secretary Suzie Foreman. The majority of the committee are independent directors and the committee is chaired by an independent director The Company has adopted the Remuneration Committee Charter, which is followed by the Remuneration Committee. The Remuneration Committee Charter outlines the roles and responsibilities of the Remuneration Committee. The Remuneration Charter is available on the Company’s website. The number of times the committee met during the year, and the individual attendees were as follows: Remuneration Committee Number held and Eligible to Attend Meetings Attended - - Steve van Barneveld 2 2 Joel Nicholls 2 2 Suzie Foreman 2 2
					attendees were as follows:
						Remuneration Committee
						Number held and Eligible to Attend	Meetings Attended
						-	-
					Steve van Barneveld	2	2
					Joel Nicholls	2	2
					Suzie Foreman	2	2
	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 and ensure that the different roles and responsibilities of non-executive directors compared to executive directors and other senior executives are reflected in the level and composition of their remuneration.	YES	Annual Report 2019		The Company provides disclosure of all
					Remuneration in its Annual Report.
	Recommendation 8.3 A listed entity which has an equity-based remuneration scheme should:	YES	Securities Trading Policy - Website		Jameson’s Securities Trading Policy sets out the circumstances in which the Directors, executives, employees, contractors, consultants and advisors are prohibited from dealing in Jameson’ securities. Margin and securities lending in relation to securities held by Key Management Personnel in the Company is discouraged.

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(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.			If a Key Management Personnel wishes to enter into a margin or securities lending arrangement in relation to securities he or she holds in the Company, approval must first be obtained from the Board. Disclosure of all margin and securities lending arrangements will be made available to ASX as required by any ASX guidelines or rules.

This Corporate Governance Statement is dated 28 August 2019

This Corporate Governance Statement was approved by the Board on 26 August 2019.