KAISER REEF LIMITED — Governance Information 2021

Jan 24, 2021

KAISER REEF LIMITED ACN 635 910 271 (Company)

CORPORATE GOVERNANCE STATEMENT

This Corporate Governance Statement is current as at 20 January 2021.

This Corporate Governance Statement discloses the extent to which the Company will, as at the date it is re-admitted to the official list of the ASX, follow the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations – 4[th] Edition ( Recommendations ). The Recommendations are not mandatory, however the Recommendations that will not be followed have been identified and reasons provided for not following them along with what (if any) alternative governance practices the Company intends to adopt in lieu of the recommendation.

The Company has adopted a Corporate Governance Plan which provides the written terms of reference for the Company’s corporate governance duties.

Due to the current size and nature of the existing Board and the magnitude of the Company’s operations, the Board does not consider that the Company will gain any benefit from individual Board committees and that its resources would be better utilised in other areas as the Board is of the strong view that at this stage the experience and skill set of the current Board is sufficient to perform these roles. Under the Company’s Board Charter, the duties that would ordinarily be assigned to individual committees are currently carried out by the full Board under the written terms of reference for those committees.

The Company’s Corporate Governance Plan is available on the Company’s website at www.kaiserreef.com.au .

==> picture [682 x 40] intentionally omitted <==

----- Start of picture text -----

RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
Principle 1: Lay solid foundations for management and oversight
----- End of picture text -----

RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION	RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION	RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1 (a) A listed entity should have and disclose a board 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	The Company has adopted a Board Charter that sets out the specific 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.

1

/1310_2

RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
		The Board Charter sets out the specific responsibilities of the Board, requirements as to the Board’s 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, which is part of the Company’s Corporate Governance Plan, is available on the Company’s website.
Recommendation 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.	YES	(a) The Company has guidelines for the appointment and selection of the Board and senior executives in its Corporate Governance Plan. The Company’s Nomination Committee Charter (in the Company’s Corporate Governance Plan) requires the Nomination Committee (or, in its absence, the Board) to ensure appropriate checks (including checks in respect of character, experience, education, criminal record and bankruptcy history (as appropriate)) are undertaken before appointing a person, or putting forward to security holders a candidate for election, as a Director. In the event of an unsatisfactory check, a Director is required to submit their resignation. (b) Under the Nomination Committee Charter, all material information relevant to a decision on whether or not to elect or re-elect a Director must be provided to security holders in the Notice of Meeting containing the resolution to elect or re-elect a Director.
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	The Company’s Nomination Committee Charter requires the Nomination Committee (or, in its absence, the Board) to ensure that each Director and senior executive is personally a party to a written agreement with the Company which sets out the terms of that Director’s or senior executive’s appointment. The Company has had written agreements with each of its Directors and senior executives for the past financial year.

==> picture [682 x 88] intentionally omitted <==

----- Start of picture text -----

RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
Recommendation 1.4 The Board Charter outlines the roles, responsibility and
The Company Secretary of a listed entity should be YES accountability of the Company Secretary. In accordance with
accountable directly to the Board, through the Chair, on all this, the Company Secretary is accountable directly to the Board,
matters to do with the proper functioning of the Board. through the Chair, on all matters to do with the proper functioning
of the Board.
----- End of picture text -----

RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION	RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION	RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
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 The Board Charter outlines the roles, responsibility and accountability of the Company Secretary. In accordance with this, the Company Secretary is accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board.
Recommendation 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: (i) the measurable objectives set for that period to achieve gender diversity; (ii) the entity’s progress towards achieving those objectives; and (iii) 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 the Workplace Gender Equality Act.	PARTIALLY	(a) The Company has adopted a Diversity Policy which provides a framework for the Company to establish, achieve and measure diversity objectives, including in respect of gender diversity. The Diversity Policy is available, as part of the Corporate Governance Plan, on the Company’s website. (b) The Diversity Policy allows the Board to set measurable gender diversity objectives, if considered appropriate, and to continually monitor both the objectives if any have been set and the Company’s progress in achieving them. (c) The Board did not set measurable gender diversity objectives for the past financial year, because: (i) the Board did not anticipate there would be a need to appoint any new Directors or senior executives due to the limited nature of the Company’s existing and proposed activities and the Board’s view that the existing Directors and senior executives have sufficient skill and experience to carry out the Company’s plans; and (ii) if it became necessary to appoint any new Directors or senior executives, the Board considered the application of the measurable diversity objectives and determined that, given the small size of the Company and the Board, reqiuring specified objectectives to be met, unduly limit the Company from applying the Diversity Policy as a whole and the Company’s policy of appointing the best person for the job; and

==> picture [682 x 285] intentionally omitted <==

----- Start of picture text -----

RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
If the entity was in the S&P / ASX 300 Index at the (iii) the respective proportions of men and women on
commencement of the reporting period, the measurable the Board, in senior executive positions and across
objective for achieving gender diversity in the composition the whole organisation (including how the entity
of its board should be to have not less than 30% of its has defined “senior executive” for these purposes)
directors of each gender within a specified period. for the past financial year is disclosed on the
Company’s website.
Recommendation 1.6 (a) The Company’s Nomination Committee (or, in its absence,
A listed entity should: YES the Board) is responsible for evaluating the performance of
the Board, its committees and individual Directors on an
(a) have and disclose a process for periodically
annual basis. It may do so with the aid of an independent
evaluating the performance of the Board, its
advisor. The process for this is set out in the Company’s
committees and individual Directors; and
Corporate Governance Plan, which is available on the
(b) disclose for each reporting period whether a
Company’s website.
performance evaluation has been undertaken in
(b) The Company’s Corporate Governance Plan requires the
accordance with that process during or in respect
Company to disclose whether or not performance
of that period.
evaluations were conducted during the relevant reporting
period. The Company has not completed performance
evaluations in respect of the Board, its committees (if any)
and individual Directors for the past financial year in
accordance with the above process due to short period
of operation, after listing on ASX on February 28, 2020.
----- End of picture text -----

• COMPLY EXPLANATION (iii) 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) for the past financial year is disclosed on the Company’s website.

• (a) The Company’s Nomination Committee (or, in its absence,

• YES the Board) is responsible for evaluating the performance of the Board, its committees and individual Directors on an annual basis. It may do so with the aid of an independent advisor. The process for this is set out in the Company’s Corporate Governance Plan, which is available on the Company’s website.

• (b) The Company’s Corporate Governance Plan requires the Company to disclose whether or not performance evaluations were conducted during the relevant reporting period. The Company has not completed performance evaluations in respect of the Board, its committees (if any) and individual Directors for the past financial year in accordance with the above process due to short period of operation, after listing on ASX on February 28, 2020.

• (a) The Company’s Nomination Committee (or, in its absence,

• YES the Board) is responsible for evaluating the performance of the Company’s senior executives on an annual basis. The Company’s Remuneration Committee (or, in its absence, the Board) is responsible for evaluating the remuneration of the Company’s senior executives on an annual basis. A senior executive, for these purposes, means key management personnel (as defined in the Corporations Act) other than a non-executive Director. The applicable processes for these evaluations can be found in the Company’s Corporate Governance Plan, which is available on the Company’s website.

Recommendation 1.7

A listed entity should:

(a) (b)	have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.

==> picture [682 x 103] intentionally omitted <==

----- Start of picture text -----

RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
(b) The Company has not completed performance
evaluations in respect of the senior executives (if any) for
the past financial year in accordance with the applicable
processes due to short period of operation, after listing on
ASX on February 28, 2020.
Principle 2: Structure the Board to be effective and add value
----- End of picture text -----

RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION	RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION	RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
(b) The Company has not completed performance evaluations in respect of the senior executives (if any) for the past financial year in accordance with the applicable processes due to short period of operation, after listing on ASX on February 28, 2020.
Principle 2: Structure the Board to be effective and 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, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.	PARTIALLY	(a) The Company’s Nomination Committee Charter provides for the creation of a Nomination Committee (if it is considered it will benefit the Company), with at least three members, a majority of whom are independent Directors, and which must be chaired by an independent Director. (b) The Company did not have a Nomination Committee for the past financial year as the Board did not consider the Company would benefit from its establishment. In accordance with the Company’s Board Charter, the Board carries out the duties that would ordinarily be carried out by the Nomination Committee under the Nomination Committee Charter, including the following processes to address succession issues and to ensure 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: (i) devoting time at least annually to discuss Board succession issues and updating the Company’s Board skills matrix; and (ii) all Board members being involved in the Company’s nomination process, to the maximum extent permitted under the Corporations Act and ASX Listing Rules.

==> picture [682 x 457] intentionally omitted <==

----- Start of picture text -----

RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
Recommendation 2.2 Under the Nomination Committee Charter (in the Company’s
A listed entity should have and disclose a Board skills matrix YES Corporate Governance Plan), the Nomination Committee (or, in
setting out the mix of skills that the Board currently has or is its absence, the Board) is required to prepare a Board skills matrix
looking to achieve in its membership. setting out the mix of skills that the Board currently has (or is looking
to achieve) and to review this at least annually against the
Company’s Board skills matrix to ensure the appropriate mix of skills
to discharge its obligations effectively and to add value and to
ensure the Board has the ability to deal with new and emerging
business and governance issues.
The Company has, for the past financial year, had 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.
The Board Charter requires the disclosure of each Board member’s
qualifications and expertise. Full details as to each Director and
senior executive’s relevant skills and experience are available on
the Company’s website.
Recommendation 2.3 (a) The Board Charter requires the disclosure of the names of
A listed entity should disclose: YES Directors considered by the Board to be independent. The
Company has disclosed those Directors it considered to be
(a) the names of the Directors considered by the
independent in its Annual Report and on the Company’s
Board to be independent Directors;
website.
(b) if a Director has an interest, position or relationship
(b) There are no independent Directors who fall into this
of the type described in Box 2.3 of the ASX
category.
Corporate Governance Principles and
Recommendations (4th Edition), but the Board is of (c) The Company’s Annual Report discloses the length of
the opinion that it does not compromise the service of each Director, as at the end of each financial
independence of the Director, the nature of the year.
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
Recommendation 2.4 The Company’s Board Charter requires that, where practical, the
A majority of the Board of a listed entity should be NO majority of the Board should be independent.
independent Directors.
----- End of picture text -----

RECOMMENDATIONS (4TH EDITION) COMPLY	RECOMMENDATIONS (4TH EDITION) COMPLY	EXPLANATION
		There was not an independent majority of the Board during all of of the past financial year. The Board currently comprises a total of 3 directors, of whom 1 is considered to be independent.
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		The Board Charter provides that, where practical, the Chair of the Board should be an independent Director and should not be the CEO/Managing Director. The Chair of the Company during the past financial year was not the CEO/Managing Director. The Chair is deemed not independent due to having a substantial shareholding in the Company.
Recommendation 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. YES		In accordance with the Company’s Board Charter, the Nominations Committee (or, in its absence, the Board) is responsible for the approval and review of induction and continuing professional development programs and procedures for Directors to ensure that they can effectively discharge their responsibilities. The Company Secretary is responsible for facilitating inductions and professional development including receiving briefings on material developments in laws, regulations and accounting standards relevant to the Company.
Principle 3: Instil a culture of acting lawfully, ethically and responsibly
Recommendation 3.1 A listed entity should articulate and disclose its values.	YES	(a) The Company and its subsidiary companies (if any) are committed to conducting all of its business activities fairly, honestly with a high level of integrity, and in compliance with all applicable laws, rules and regulations. The Board, management and employees are dedicated to high ethical standards and recognise and support the Company’s commitment to compliance with these standards.

RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
		(b) The Company’s values are set out in its Code of Conduct (which forms part of the Corporate Governance Plan) and are available on the Company’s website. All employees are given appropriate training on the Company’s values and senior executives will continually reference such values.
Recommendation 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.	YES	(a) The Company’s Corporate Code of Conduct applies to the Company’s Directors, senior executives and employees. (b) The Company’s Corporate Code of Conduct (which forms part of the Company’s Corporate Governance Plan) is available on the Company’s website. Any material breaches of the Code of Conduct are reported to the Board or a committee of the Board.
Recommendation 3.3 A listed entity should: (a) have and disclose a whistleblower policy; and (a) ensure that the Board or a committee of the Board is informed of any material incidents reported under that policy.	YES	The Company’s Whistleblower Protection Policy (which forms part of the Corporate Governance Plan) is available on the Company’s website. Any material breaches of the Whistleblower Protection Policy are to be reported to the Board or a committee of the Board.
Recommendation 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.	YES	The Company’s Anti-Bribery and Anti-Corruption Policy (which forms part of the Corporate Governance Plan) is available on the Company’s website. Any material breaches of the Anti-Bribery and Anti-Corruption Policy are to be reported to the Board or a committee of the Board.

==> picture [682 x 446] intentionally omitted <==

----- Start of picture text -----

RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
Principle 4 : Safeguard the integrity of corporate reports
Recommendation 4.1 (a) The Company’s Corporate Governance Plan contains an
The Board of a listed entity should: PARTIALLY Audit and Risk Committee Charter that provides for the
creation of an Audit and Risk Committee with at least three
(a) have an audit committee which:
members, all of whom must be non-executive Directors,
(i) has at least three members, all of whom
and majority of the Committee must be independent
are non-executive Directors and a majority
Directors. The Committee must be chaired by an
of whom are independent Directors; and
independent Director who is not the Chair.
(ii) is chaired by an independent Director,
The Company did not have an Audit and Risk Committee
who is not the Chair of the Board,
for the past financial year as the Board did not consider
and disclose: the Company would benefit from its establishment, and
(iii) the charter of the committee; does not currently have one. In accordance with the
Company’s Board Charter, the Board carries out the duties
(iv) the relevant qualifications and experience
that would ordinarily be carried out by the Audit and Risk
of the members of the committee; and
Committee under the Audit and Risk Committee Charter
(v) in relation to each reporting period, the
including the following processes to independently verify
number of times the committee met
the integrity of the Company’s periodic reports which are
throughout the period and the individual
not audited or reviewed by an external auditor, as well as
attendances of the members at those
the processes for the appointment and removal of the
meetings; or
external auditor and the rotation of the audit engagement
(b) if it does not have an audit committee, disclose partner:
that fact and the processes it employs that
(i) the Board devotes time at annual Board meetings
independently verify and safeguard the integrity of
to fulfilling the roles and responsibilities associated
its corporate reporting, including the processes for
with maintaining the Company’s internal audit
the appointment and removal of the external
function and arrangements with external auditors;
auditor and the rotation of the audit engagement and
partner.
(ii) all members of the Board are involved in the
Company’s audit function to ensure the proper
maintenance of the entity and the integrity of all
financial reporting.
Recommendation 4.2 The Company’s Audit and Risk Committee Charter requires the
YES CEO and CFO (or, if none, the person(s) fulfilling those functions)
to provide a sign off on these terms.
----- End of picture text -----

==> picture [682 x 467] intentionally omitted <==

----- Start of picture text -----

RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
The Board of a listed entity should, before it approves the The Company has obtained a sign off on these terms for each of
entity’s financial statements for a financial period, receive its financial statements in the past financial year.
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.
Recommendation 4.3 The Company has included in each of its (to the extent that the
A listed entity should disclose its process to verify the YES information contained in the following is not audited or reviewed
integrity of any periodic corporate report it releases to the by an external auditor):
market that is not audited or reviewed by an external (a) annual reports or on its website, a description of the
auditor. process it undertook to verify the integrity of the
information in its annual directors’ report;
(b) quarterly reports, or in its annual report or on its website, a
description of the process it undertook to verify the
integrity of the information in its quarterly reports;
(c) integrated reports, or in its annual report (if that is a
separate document to its integrated report) or on its
website, a description of the process it undertook to verify
the integrity of the information in its integrated reports;
and
(d) periodic corporate reports (such as a sustainability or CSR
report), or in its annual report or on its website, a
description of the process it undertook to verify the
integrity of the information in these reports.
Principle 5: Make timely and balanced disclosure
Recommendation 5.1 (a) The Company’s Corporate Governance Plan details the
A listed entity should have and disclose a written policy for YES Company’s Continuous Disclosure policy.
complying with its continuous disclosure obligations under (b) The Corporate Governance Plan, which incorporates the
listing rule 3.1. Continuous Disclosure policy, is available on the
Company’s website.
----- End of picture text -----

RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
Recommendation 5.2 A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.	YES	Under the Company’s Continuous Disclosure Policy (which forms part of the Corporate Governance Plan), all members of the Board receive material market announcements promptly after they have been made.
Recommendation 5.3 A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation.	YES	All substantive investor or analyst presentations were released on the ASX Markets Announcement Platform ahead of such presentations.
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	Information about the Company and its governance is available in the Corporate Governance Plan which can be found on the Company’s website.
Recommendation 6.2 A listed entity should have an investor relations program that facilitates effective two-way communication with investors.	YES	The Company has adopted a Shareholder Communications Strategy which aims to promote and facilitate effective two-way communication with investors. The Strategy outlines a range of ways in which information is communicated to shareholders and is available on the Company’s website as part of the Company’s Corporate Governance Plan.
Recommendation 6.3 A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.	YES	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 stating that all Shareholders are encouraged to participate at the meeting. The Company provided Shareholders with the opportunity to participate in shareholder meetings by allowing voting in person, by proxy or online.

==> picture [682 x 213] intentionally omitted <==

----- Start of picture text -----

RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
Recommendation 6.4 All substantive resolutions at securityholder meetings were
A listed entity should ensure that all substantive resolutions YES decided by a poll rather than a show of hands.
at a meeting of security holders are decided by a poll
rather than by a show of hands.
Recommendation 6.5 YES The Shareholder Communication Strategy provides that security
A listed entity should give security holders the option to holders can register with the Company to receive email
receive communications from, and send communications notifications when an announcement is made by the Company
to, the entity and its security registry electronically. 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 queries should be referred to the Company
Secretary at first instance.
Principle 7: Recognise and manage risk
----- End of picture text -----

==> picture [682 x 21] intentionally omitted <==

----- Start of picture text -----

RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
----- End of picture text -----

	(a)	The Company’s Corporate Governance Plan contains an	The Company’s Corporate Governance Plan contains an
		Audit and Risk Committee Charter that provides for the creation of an Audit and Risk Committee with at least three members, all of whom must be non-executive Directors, and majority of the Committee must be independent Directors. The Committee must be chaired by an independent Director who is not the Chair.
		A copy of the Corporate Governance Plan	is available on
		the Company’s website.
	(b)	The Company did not have an Audit and Risk Committee
		for the past financial year as the Board did not consider the
		Company would benefit from its establishment, and does not currently have one. In accordance with the Company’s Board Charter, the Board carries out the duties that would ordinarily be carried out by the Audit and Risk Committee under the Audit and Risk Committee Charter including the following processes to oversee the entity’s risk management framework: (i) the Board devotes time at Board meetings to fulfilling the roles and responsibilities associated with overseeing risk and maintaining the entity’s risk
		management framework and associated internal
		compliance and control procedures

RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION	RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION	RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
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 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.	PARTIALLY	(a) The Company’s Corporate Governance Plan contains an Audit and Risk Committee Charter that provides for the creation of an Audit and Risk Committee with at least three members, all of whom must be non-executive Directors, and majority of the Committee must be independent Directors. The Committee must be chaired by an independent Director who is not the Chair. A copy of the Corporate Governance Plan is available on the Company’s website. (b) The Company did not have an Audit and Risk Committee for the past financial year as the Board did not consider the Company would benefit from its establishment, and does not currently have one. In accordance with the Company’s Board Charter, the Board carries out the duties that would ordinarily be carried out by the Audit and Risk Committee under the Audit and Risk Committee Charter including the following processes to oversee the entity’s risk management framework: (i) the Board devotes time at Board meetings to fulfilling the roles and responsibilities associated with overseeing risk and maintaining the entity’s risk management framework and associated internal compliance and control procedures

RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
Recommendation 7.2 The Board or a committee of the Board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be 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.	YES	(a) The Audit and Risk Committee Charter requires that the Audit and Risk Committee (or, in its absence, the Board) should, at least annually, satisfy itself that the Company’s risk management framework continues to be sound and that the Company is operating with due regard to the risk appetite set by the Board. (b) The Company’s Board has completed a review of the Company’s risk management framework in the past financial year.
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 governance, risk management and internal control processes.	NO	(a) The Audit and Risk Committee Charter provides for the Audit and Risk Committee to monitor and periodically review the need for an internal audit function, as well as assessing the performance and objectivity of any internal audit procedures that may be in place. The Company did not have an internal audit function for the past financial year.
Recommendation 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.	YES	The Audit and Risk Committee Charter requires the Audit and Risk Committee (or, in its absence, the Board) to assist management to determine whether the Company has any potential or apparent exposure to environmental or social risks and, if it does, put in place management systems, practices and procedures to manage those risks. The Company’s Corporate Governance Plan requires the Company to disclose whether it has any potential or apparent exposure to environmental or social risks and, if it does, put in place management systems, practices and procedures to manage those risk. Where the Company does not have material exposure to environmental or social risks, report the basis for that determination to the Board, and where appropriate benchmark the Company’s environmental or social risk profile against its peers.

==> picture [682 x 462] intentionally omitted <==

----- Start of picture text -----

RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
Principle 8: Remunerate fairly and responsibly
Recommendation 8.1 (a) The Company’s Corporate Governance Plan contains a
The Board of a listed entity should: PARTIALLY Remuneration Committee Charter that provides for the
creation of a Remuneration Committee (if it is considered
(a) have a remuneration committee which:
it will benefit the Company), with at least three members,
(i) has at least three members, a majority of
a majority of whom are be independent Directors, and
whom are independent Directors; and
which must be chaired by an independent Director.
(ii) is chaired by an independent Director,
(b) The Company did not have a Remuneration Committee
and disclose: for the past financial year as the Board did not consider the
(iii) the charter of the committee; Company would benefit from its establishment, and does
not currently have one. In accordance with the
(iv) the members of the committee; and
Company’s Board Charter, the Board carries out the duties
(v) as at the end of each reporting period, the
that would ordinarily be carried out by the Remuneration
number of times the committee met
Committee under the Remuneration Committee Charter
throughout the period and the individual
including the following processes to set the level and
attendances of the members at those
composition of remuneration for Directors and senior
meetings; or
executives and ensuring that such remuneration is
(b) if it does not have a remuneration committee, appropriate and not excessive:
disclose that fact and the processes it employs for (i) the Board devotes time at the annual Board
setting the level and composition of remuneration
meeting to assess the level and composition of
for Directors and senior executives and ensuring remuneration for Directors and senior executives
that such remuneration is appropriate and not
excessive.
Recommendation 8.2 The Company’s Corporate Governance Plan requires the Board
A listed entity should separately disclose its policies and YES to disclose its policies and practices regarding the remuneration
practices regarding the remuneration of non-executive of Directors and senior executives, which is disclosed in the
Directors and the remuneration of executive Directors and remuneration report contained in the Company’s Annual Report
other senior executives. as well as being disclosed on the Company’s website.
Recommendation 8.3 (a) The Company did not have an equity-based remuneration
A listed entity which has an equity-based remuneration YES scheme during the past financial year. The Company did
scheme should: a policy on whether participants are permitted to enter
into transactions (whether through the use of derivatives or
(a) have a policy on whether participants are
otherwise) which limit the economic risk of participating in
permitted to enter into transactions (whether
the scheme.
through the use of derivatives or otherwise) which
----- End of picture text -----

RECOMMENDATIONS (4TH EDITION) COMPLY	RECOMMENDATIONS (4TH EDITION) COMPLY	EXPLANATION
limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.		(b) A copy of the policy is provided on the Company’s website.
**Additional recommendations that apply only in certain cases **
Recommendation 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
Recommendation 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
Recommendation 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