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LEEUWIN METALS LTD Governance Information 2024

Sep 24, 2024

65245_rns_2024-09-24_9353661f-bc69-44b0-bbbe-5bcb435055e9.pdf

Governance Information

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ASX ANNOUNCEMENT | 25 September 2024

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Corporate Governance Statement and Appendix 4G

Leeuwin Metals Ltd ( Leeuwin or the Company ) ( ASX: LM1 ) is pleased is pleased to provide the following in accordance with the ASX Listing Rules:

  1. Corporate Governance Statement.

  2. Appendix 4G.

Leeuwin plans to hold its Annual General Meeting on Tuesday, 26 November 2024. The deadline to receive director nominations is no later than 5.00 pm (Perth time) on Tuesday, 8 October 2024.

This announcement has been approved for release by the Board of Directors.

Nicholas Katris

Company Secretary Leeuwin Metals Ltd

Leeuwin Metals Ltd ASX: LM1 | ACN 656 057 215 A: Suite 2, 64-68 Hay Street, Subiaco, Western Australia 6008 T: +61 8 6556 6427 E: [email protected] W: leeuwinmetals.com

1

LEEUWIN METALS LTD

ACN 656 057 215 (Company)

CORPORATE GOVERNANCE STATEMENT

This Corporate Governance Statement is current as at 24 September 2024 and has been approved by the Board of the Company on that date.

This Corporate Governance Statement discloses the extent to which the Company will, as at the date it is 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 https://www.leeuwinmetals.com/corporategovernance .

Page 1 of 20

RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1
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.
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.

Page 2 of 20

RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
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
(a)
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 written agreements with each of its Directors
and senior executives.

Page 3 of 20

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		 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 does not presently intend to set measurable
gender diversity objectives because:
(i)
the Board does not anticipate there will be a need
to appoint any new Directors or senior executives
due to the Board’s view that the existing Directors
and senior executives have sufficient skill and
experience to carry out the Company’s plans;

Page 4 of 20

RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
(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. If
the entity was in the S&P / ASX
300
Index
at
the
commencement of the reporting
period, the measurable objective
for achieving gender diversity in
the composition of its board
should be to have not less than
30% of its directors of each
gender within a specified period.		 (ii)
if it becomes necessary to appoint any new
Directors or senior executives, the Board will
consider the application of the measurable
diversity objectives and determined whether,
given the size of the Company and the Board,
requIring specified objectives to be met will
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.
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 for each reporting period whether a
performance evaluation has been undertaken in
accordance with that process during or in
respect of that period.		 PARTIALLY (a)
The Company’s Nomination Committee (or, in its
absence, 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 intends to complete
performance evaluations in respect of the Board, its
committees (if any) and individual Directors for each
financial year in accordance with the above process.

Page 5 of 20

RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
Recommendation 1.7
A listed entity should:
(a)
have and disclose a process for evaluating the
performance of its senior executives at least once
every reporting period; and
(b)
disclose for each reporting period whether a
performance evaluation has been undertaken in
accordance with that process during or in
respect of that period.		 PARTIALLY (a)
The Company’s Nomination Committee (or, in its
absence, 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.
(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 intends to complete
performance evaluations in respect of the senior
executives (if any) for each financial year in accordance
with the applicable processes.
At this stage, due to the current size and nature of the
existing Board and the magnitude of the Company’s
operations, the Company has not appointed any senior
executives.
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:		 Partially (a)
The Company does not have a Nomination Committee.

Page 6 of 20

RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
(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.		 (b)
The Company does not have a Nomination Committee
as the Board considers that the Company will not
currently 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.
Recommendation 2.2
A listed entity should have and disclose a Board skills
matrix setting out the mix of skills that the Board currently
has or is looking to achieve in its membership.		 YES Under the Nomination Committee Charter (in the Company’s
Corporate Governance Plan), the Nomination Committee (or, in
its absence, the Board) is required to prepare a Board skills
matrix 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.

Page 7 of 20

RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
The Board is comfortable with the skills matrix represented by
the current Board. A profile of each Director setting out their
skills, experience and period of office is set out in the Directors'
Report in this Annual Report.
Full details as to each Director and senior executive’s relevant
skills and experience are available on the Company’s website.
The Company has adopted 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 as set out in the table
below.
The current mix of skills and experience on the Board is disclosed
in the skills matrix as follows:
Non-
Executive
Chairman
Managing
Director
Non-
Executive
Director
Governance
X
X
X
Leadership
X
X
X
Strategy / risk
management
X
X
X
HR and remuneration
X
X
X
Audit & corporate finance
X
-
-
Capital markets
X
X
X
Stakeholder relations
X
X
X
ESG
X
X
X
Industryknowledge
X
X
X
Exploration
X
X
X
Development
X
X
X
Operations
X
X
X

Page 8 of 20

RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
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 or
relationship of the type described in Box 2.3 of the
ASX
Corporate
Governance
Principles
and
Recommendations (4thEdition), but the Board is
of the opinion that it does not compromise the
independence of the Director, the nature of the
interest, position or relationship in question and
an explanation of why the Board is of that opinion;
and
(c)
the length of service of each Director		 YES (a)
The Board Charter requires the disclosure of the names
of Directors considered by the Board to be independent.
The Board considers the following Directors are
independent: Simon Jackson and Scott Williamson.
(b)
The Company will disclose in its Annual Report and the
Company’s website any instances where this applies
and an explanation of the Board’s opinion why the
relevant Director is still considered to be independent.
(c)
The Company’s Annual Report will disclose the length of
service of each Director, as at the end of each financial
year.
Recommendation 2.4
A majority of the Board of a listed entity should be
independent Directors.		 YES The Company’s Board Charter requires that, where practical, the
majority of the Board should be independent.
The Board currently comprises a total of three directors, of
whom Simon Jackson and Scott Williamson are considered to
be independent. As such, independent directors currently do
comprise the majority of the Board.
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.		 YES 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 is an independent Director and is not
the CEO/Managing Director.

Page 9 of 20

RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
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
Nomination 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.
(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:		 YES (a)
The Company’s Corporate Code of Conduct applies to
the
Company’s
Directors,
senior
executives
and
employees.

Page 10 of 20

RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
(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.		 (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.

Page 11 of 20

RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
Principle 4: Safeguard the integrity of corporate reports
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
(b)
if it does not have an audit committee, disclose
that fact and the processes it employs that
independently verify and safeguard the integrity
of its corporate reporting, including the processes
for the appointment and removal of the external
auditor and the rotation of the audit engagement
partner.		 PARTIALLY (a)
The Company does not have an Audit and Risk
Committee. The Company’s Corporate Governance Plan
contains an Audit and Risk Committee Charter that
provides for the creation of an Audit and Risk Committee
(if it is considered it will benefit the Company). The Audit
and Risk Committee Charter provides that, where
possible, the Audit and Risk Committee must be
comprised of at least three members (all of whom must
be non-executive Directors) and the majority of the
Committee must be independent Directors and the
Committee must be chaired by an independent Director
who is not the Chair.
(b)
The Company does not have an Audit and Risk
Committee as the Board considers the Company will not
currently 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
Audit and Risk Committee under the Audit and Risk
Committee Charter including the following processes to
independently verify the integrity of the Company’s
periodic reports which are not audited or reviewed by an
external auditor, as well as the processes for the
appointment and removal of the external auditor and the
rotation of the audit engagement partner:
(i)
the Board devotes time at annual Board meetings to
fulfilling the roles and responsibilities associated
with maintaining the Company’s internal audit

Page 12 of 20

RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
function and arrangements with external auditors;
and
(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 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 For the financial year ended 30 June 2024, the Chief Executive
Officer (or Managing Director) and Chief Financial Officer
provided the Board with a declaration for all financial
statements lodged during the reporting period. The declaration
provides that, in their opinion, the financial records have been
properly maintained, 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 should disclose its process to verify the
integrity of any periodic corporate report it releases to the
market that is not audited or reviewed by an external
auditor.		 YES The Board reviews all periodic reports and seeks professional
assistance and advice where required to ensure the integrity of
those reports. No additional disclosures are made separately on
these reports.
Principle 5: Make timely and balanced disclosure
Recommendation 5.1
A listed entity should have and disclose a written policy
for complying with its continuous disclosure obligations
under listing rule 3.1.		 YES (a)
The Company’s Corporate Governance Plan details the
Company’s Continuous Disclosure policy.
(b)
The Corporate Governance Plan, which incorporates the
Continuous Disclosure policy, is available on the

Page 13 of 20

RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
Company’s website.
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 will 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 will be 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.
All substantive resolutions at securityholder meetings will be
decided by a poll rather than a show of hands.

Page 14 of 20

RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
Recommendation 6.4
A listed entity should ensure that all substantive
resolutions at a meeting of security holders are decided
by a poll rather than by a show of hands.		 YES All substantive resolutions at securityholder meetings will be
decided by a poll rather than a show of hands.
Recommendation 6.5
A listed entity should give security holders the option to
receive
communications
from,
and
send
communications to, the entity and its security registry
electronically.		 YES The Shareholder Communication Strategy provides that
security holders can register with the Company to receive email
notifications 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 queries should be referred to the Company
Secretary at first instance.
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		 PARTIALLY (a)
The Company does not have an Audit and Risk
Committee. The Company’s Corporate Governance Plan
contains an Audit and Risk Committee Charter that
provides for the creation of an Audit and Risk Committee.
[The Audit and Risk Committee Charter provides that,
where possible, the Audit and Risk Committee must be
comprised of at least three members (all of whom must
be non-executive Directors), and the majority of the
Committee must be independent Directors and 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.

Page 15 of 20

RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
(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.		 (b)
The Company does not have an Audit and Risk
Committee as the Board considers the Company will not
currently 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
Audit and Risk Committee under the Audit and Risk
Committee Charter including the following processes to
oversee the entity’s risk management framework,
including devoting time at quarterly 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.
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 Corporate Governance Plan requires the
Company to disclose at least annually whether such a
review of the Company’s risk management framework
has taken place.
The Board considers risks and discusses risk management at
each Board meeting. Review of the risk management framework
is an on-going process rather than an annual formal review.
This ongoing review process continued during the current
reporting period. The Company’s main area of risk include:

Page 16 of 20

RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
• exploration;
• security of tenure;
• new project acquisitions;
• environment;
• occupational health and safety;
• government policy changes;
• funding;
• commodity prices;
• retention of key staff;
• financial reporting; and
• continuous disclosure obligations.
The Managing Director is responsible for monitoring the health
and wellbeing of staff, contractors and liaising with First Nations,
landowners and other stakeholders.
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.		 YES (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.
(b)
The Company does not have an internal audit function.
The Company believes that the risk management
framework it has in place will be effective for a company
of its scale and complexity, subject to the annual review
being performed. The Company has developed a risk
matrix to identify and manage key risks.

Page 17 of 20

RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
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.
The Company will disclose this information in its Annual Report
as part of its continuous disclosure obligations.
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;		 PARTIALLY (a)
The
Company
does
not
have
a
Remuneration
Committee. The Company’s Corporate Governance Plan
contains a Remuneration Committee Charter that
provides for the creation of a Remuneration Committee
(if it is considered it will benefit the Company). The
Remuneration Committee Charter provides that, where
possible,
the
Remuneration
Committee
must
be
comprised of at least three members (a majority of

Page 18 of 20

RECOMMENDATIONS (4[TH] EDITION) COMPLY EXPLANATION (iv) the members of the committee; and whom are be independent Directors) and the Committee (v) as at the end of each reporting period, must be chaired by an independent Director. the number of times the committee met (b) The Company does not have a Remuneration throughout the period and the individual Committee as the Board considers the Company will not attendances of the members at those currently benefit from its establishment. In accordance meetings; or with the Company’s Board Charter, the Board carries out (b) if it does not have a remuneration committee, the duties that would ordinarily be carried out by the disclose that fact and the processes it employs Remuneration Committee under the Remuneration for setting the level and composition of Committee Charter including the following processes to remuneration for Directors and senior executives set the level and composition of remuneration for and ensuring that such remuneration is Directors and senior executives and ensuring that such appropriate and not excessive. remuneration is appropriate and not excessive: (i) the Board devotes time at the annual Board meeting to assess the level and composition of remuneration for Directors and senior executives.

Recommendation 8.2 YES 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. Recommendation 8.3 A listed entity which has an equity-based remuneration YES scheme should:

The Company’s Corporate Governance Plan requires the Board to disclose its policies and practices regarding the remuneration of Directors and senior executives, which is disclosed in the remuneration report contained in the Company’s Annual Report as well as being disclosed on the Company’s website.

(a) The Company has an equity-based remuneration scheme. The Company has 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.

Page 19 of 20

RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
(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.		 (b)
A copy of the policy will be provided on the Company’s
website/Annual Report.
**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.		 Not applicable.
Recommendation 9.2
A listed entity established outside Australia should ensure
that meetings of security holders are held at a reasonable
place and time.		 Not applicable.
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.		 Not applicable.

Page 20 of 20

Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Leeuwin Metals Ltd

ABN/ARBN
82 656 057 215		 Financial year ended:
82 656 057 215 30 June 2024

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

These pages of our ☐ annual report: This URL on our Full details can be found at ☒ website: https://www.leeuwinmetals.com/corporate-governance

The Corporate Governance Statement is accurate and up to date as at 24 September 2024 and has been approved by the board.

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

Date: 24 September 2024

Name of authorised officer Nicholas Katris – Company Secretary authorising lodgement:

1 “Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of Listing Rule 4.10.3.

Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3.

The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately.

2 Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.

3 Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection. See notes 4 and 5 below for further instructions on how to complete this form.

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

Page 1

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

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor thewholeof the period above. We
have disclosed this in our Corporate Governance Statement:		 Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should have and disclose a board charter setting
out:
(a)
the respective roles and responsibilities of its board and
management; and
(b)
those matters expressly reserved to the board and those
delegated to management.		 ☒
and we have disclosed a copy of our board charter at:
https://www.leeuwinmetals.com/corporate-governance		 ☐
set out in our Corporate Governance StatementOR
☐
we are an externally managed entity and this recommendation
is therefore not applicable
1.2 A listed entity should:
(a)
undertake appropriate checks before appointing a director or
senior executive or putting someone forward for election as
a director; and
(b)
provide security holders with all material information in its
possession relevant to a decision on whether or not to elect
or re-elect a director.		 ☒
and we have disclosed a copy of our nomination charter at:
https://www.leeuwinmetals.com/corporate-governance		 ☐
set out in our Corporate Governance StatementOR
☐
we are an externally managed entity and this recommendation
is therefore not applicable
1.3 A listed entity should have a written agreement with each director
and senior executive setting out the terms of their appointment.		 ☒ ☐
set out in our Corporate Governance StatementOR
☐
we are an externally managed entity and this recommendation
is therefore not applicable
1.4 The company secretary of a listed entity should be accountable
directly to the board, through the chair, on all matters to do with
the proper functioning of the board.		 ☒ ☐
set out in our Corporate Governance Statement OR
☐
we are an externally managed entity and this recommendation
is therefore not applicable

4 Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with “ insert location ” underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate governance/charters/”).

5 If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

Page 2

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

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

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor thewholeof the period above. We
have disclosed this in our Corporate Governance Statement:		 Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
1.5 A listed entity should:
(a)
have and disclose a diversity policy;
(b)
through its board or a committee of the board set
measurable objectives for achieving gender diversity in the
composition of its board, senior executives and workforce
generally; and
(c)
disclose in relation to each reporting period:
(1)
the measurable objectives set for that period to
achieve gender diversity;
(2)
the entity’s progress towards achieving those
objectives; and
(3)
either:
(A)
the respective proportions of men and women
on the board, in senior executive positions and
across the whole workforce (including how the
entity has defined “senior executive” for these
purposes); or
(B)
if the entity is a “relevant employer” under the
Workplace Gender Equality Act, the entity’s
most recent “Gender Equality Indicators”, as
defined in and published under that Act.
If the entity was in the S&P / ASX 300 Index at the
commencement of the reporting period, the measurable objective
for achieving gender diversity in the composition of its board
should be to have not less than 30% of its directors of each
gender within a specified period.		 ☐
and we have disclosed a copy of our diversity policy at:
……………………………………………………………………………..
[insert location]
and we have disclosed the information referred to in paragraph (c)
at:
……………………………………………………………………………..
[insert location]
and if we were included in the S&P / ASX 300 Index at the
commencement of the reporting period our measurable objective for
achieving gender diversity in the composition of its board of not less
than 30% of its directors of each gender within a specified period.		 ☒
set out in our Corporate Governance StatementOR
☐
we are an externally managed entity and this recommendation
is therefore not applicable
1.6 A listed entity should:
(a)
have and disclose a process for periodically evaluating the
performance of the board, its committees and individual
directors; and
(b)
disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.		 ☐
and we have disclosed the evaluation process referred to in
paragraph (a) at:
Our Corporate Governance Statement and whether a performance
evaluation was undertaken for the reporting period in accordance
with that process at:
Our Corporate Governance Statement		 ☒
set out in our Corporate Governance StatementOR
☐
we are an externally managed entity and this recommendation
is therefore not applicable

Page 3

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

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

Corporate Governance Council recommendation Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor thewholeof the period above. We
have disclosed this in our Corporate Governance Statement:		 Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
1.7 A listed entity should:
(a)
have and disclose a process for evaluating the performance
of its senior executives at least once every reporting period;
and
(b)
disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.		 ☐
and we have disclosed the evaluation process referred to in
paragraph (a) at:
Our Corporate Governance Statement and whether a performance
evaluation was undertaken for the reporting period in accordance
with that process at:
Our Corporate Governance Statement		 ☒
set out in our Corporate Governance StatementOR
☐
we are an externally managed entity and this recommendation
is therefore not applicable
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1 The board of a listed entity should:
(a)
have a nomination committee which:
(1)
has at least three members, a majority of whom are
independent directors; and
(2)
is chaired by an independent director,
and disclose:
(3)
the charter of the committee;
(4)
the members of the committee; and
(5)
as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b)
if it does not have a nomination committee, disclose that
fact and the processes it employs to address board
succession issues and to ensure that the board has the
appropriate balance of skills, knowledge, experience,
independence and diversity to enable it to discharge its
duties and responsibilities effectively.		 ☐
[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
……………………………………………………………………………..
[insert location]
and the information referred to in paragraphs (4) and (5) at:
……………………………………………………………………………..
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have a nomination
committee and the processes we employ to address board
succession issues and to ensure that the board has the appropriate
balance of skills, knowledge, experience, independence and
diversity to enable it to discharge its duties and responsibilities
effectively at:
……………………………………………………………………………..
[insert location]		 ☒
set out in our Corporate Governance StatementOR
☐
we are an externally managed entity and this recommendation
is therefore not applicable
2.2 A listed entity should have and disclose a board skills matrix
setting out the mix of skills that the board currently has or is
looking to achieve in its membership.		 ☒
and we have disclosed our board skills matrix in our Corporate
Governance Statement		 ☐
set out in our Corporate Governance StatementOR
☐
we are an externally managed entity and this recommendation
is therefore not applicable

Page 4

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

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

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor thewholeof the period above. We
have disclosed this in our Corporate Governance Statement:		 Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
2.3 A listed entity should disclose:
(a)
the names of the directors considered by the board to be
independent directors;
(b)
if a director has an interest, position, affiliation or
relationship of the type described in Box 2.3 but the board
is of the opinion that it does not compromise the
independence of the director, the nature of the interest,
position or relationship in question and an explanation of
why the board is of that opinion; and
(c)
the length of service of each director.		 ☒
and we have disclosed the names of the directors considered by the
board to be independent directors in the 30 June 2024 Directors
Report forming part of the Annual Report and, where applicable, the
information referred to in paragraph (b) and (c) of each director at:
30 June 2024 Directors Report forming part of the Annual Report		 ☐
set out in our Corporate Governance Statement
2.4 A majority of the board of a listed entity should be independent
directors.		 ☒ ☐
set out in our Corporate Governance StatementOR
☐
we are an externally managed entity and this recommendation
is therefore not applicable
2.5 The chair of the board of a listed entity should be an
independent director and, in particular, should not be the same
person as the CEO of the entity.		 ☒ ☐
set out in our Corporate Governance StatementOR
☐
we are an externally managed entity and this recommendation
is therefore not applicable
2.6 A listed entity should have a program for inducting new
directors and for periodically reviewing whether there is a need
for existing directors to undertake professional development to
maintain the skills and knowledge needed to perform their role
as directors effectively.		 ☒
And we have disclosed a copy of our remuneration and nomination
charter at:
https://www.leeuwinmetals.com/corporate-governance		 ☐
set out in our Corporate Governance StatementOR
☐
we are an externally managed entity and this recommendation
is therefore not applicable
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1 A listed entity should articulate and disclose its values. ☒
and we have disclosed our values at:
Our Corporate Governance Statement at
https://www.leeuwinmetals.com/corporate-governance		 ☐
set out in our Corporate Governance Statement
3.2 A listed entity should:
(a)
have and disclose a code of conduct for its directors,
senior executives and employees; and
(b)
ensure that the board or a committee of the board is
informed of any material breaches of that code.		 ☒
and we have disclosed our code of conduct at:
https://www.leeuwinmetals.com/corporate-governance		 ☐
set out in our Corporate Governance Statement

Page 5

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

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

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor thewholeof the period above. We
have disclosed this in our Corporate Governance Statement:		 Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
3.3 A listed entity should:
(a)
have and disclose a whistleblower policy; and
(b)
ensure that the board or a committee of the board is
informed of any material incidents reported under that
policy.		 ☒
and we have disclosed our whistleblower policy at:
https://www.leeuwinmetals.com/corporate-governance		 ☐
set out in our Corporate Governance Statement
3.4 A listed entity should:
(a)
have and disclose an anti-bribery and corruption policy;
and
(b)
ensure that the board or committee of the board is
informed of any material breaches of that policy.		 ☒
and we have disclosed our anti-bribery and corruption policy at:
https://www.leeuwinmetals.com/corporate-governance		 ☐
set out in our Corporate Governance Statement
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1 The board of a listed entity should:
(a)
have an audit committee which:
(1)
has at least three members, all of whom are non-
executive directors and a majority of whom are
independent directors; and
(2)
is chaired by an independent director, who is not
the chair of the board,
and disclose:
(3)
the charter of the committee;
(4)
the relevant qualifications and experience of the
members of the committee; and
(5)
in relation to each reporting period, the number of
times the committee met throughout the period and
the individual attendances of the members at those
meetings; or
(b)
if it does not have an audit committee, disclose that fact
and the processes it employs that independently verify
and safeguard the integrity of its corporate reporting,
including the processes for the appointment and removal
of the external auditor and the rotation of the audit
engagement partner.		 ☐
[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
……………………………………………………………………………..
[insert location]
and the information referred to in paragraphs (4) and (5) at:
……………………………………………………………………………..
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have an audit
committee and the processes we employ that independently verify
and safeguard the integrity of our corporate reporting, including the
processes for the appointment and removal of the external auditor
and the rotation of the audit engagement partner at:
……………………………………………………………………………..
[insert location]		 ☒
set out in our Corporate Governance Statement

Page 6

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

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

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor thewholeof the period above. We
have disclosed this in our Corporate Governance Statement:		 Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
4.2 The board of a listed entity should, before it approves the
entity’s financial statements for a financial period, receive from
its CEO and CFO a declaration that, in their opinion, the
financial records of the entity have been properly maintained
and that the financial statements comply with the appropriate
accounting standards and give a true and fair view of the
financial position and performance of the entity and that the
opinion has been formed on the basis of a sound system of risk
management and internal control which is operating effectively.		 ☒ ☐
set out in our Corporate Governance Statement
4.3 A listed entity should disclose its process to verify the integrity
of any periodic corporate report it releases to the market that is
not audited or reviewed by an external auditor.		 ☒ ☐
set out in our Corporate Governance Statement
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should have and disclose a written policy for
complying with its continuous disclosure obligations under
listing rule 3.1.		 ☒
and we have disclosed our continuous disclosure compliance policy
in our Corporate Governance Statement at
https://www.leeuwinmetals.com/corporate-governance		 ☐
set out in our Corporate Governance Statement
5.2 A listed entity should ensure that its board receives copies of all
material market announcements promptly after they have been
made.		 ☒ ☐
set out in our Corporate Governance Statement
5.3 A listed entity that gives a new and substantive investor or
analyst presentation should release a copy of the presentation
materials on the ASX Market Announcements Platform ahead
of the presentation.		 ☒ ☐
set out in our Corporate Governance Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about itself and its
governance to investors via its website.		 ☒
and we have disclosed information about us and our governance on
our website at:
https://www.leeuwinmetals.com/corporate-governance		 ☐
set out in our Corporate Governance Statement
6.2 A listed entity should have an investor relations program that
facilitates effective two-way communication with investors.		 ☒ ☐
set out in our Corporate Governance Statement

Page 7

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

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

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor thewholeof the period above. We
have disclosed this in our Corporate Governance Statement:		 Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
6.3 A listed entity should disclose how it facilitates and encourages
participation at meetings of security holders.		 ☒
and we have disclosed how we facilitate and encourage participation
at meetings of security holders as set out in our Corporate
Governance Statement at
https://www.leeuwinmetals.com/corporate-governance		 ☐
set out in our Corporate Governance Statement
6.4 A listed entity should ensure that all substantive resolutions at a
meeting of security holders are decided by a poll rather than by
a show of hands.		 ☒ ☐
set out in our Corporate Governance Statement
6.5 A listed entity should give security holders the option to receive
communications from, and send communications to, the entity
and its security registry electronically.		 ☒ ☐
set out in our Corporate Governance Statement
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1 The board of a listed entity should:
(a)
have a committee or committees to oversee risk, each of
which:
(1)
has at least three members, a majority of whom are
independent directors; and
(2)
is chaired by an independent director,
and disclose:
(3)
the charter of the committee;
(4)
the members of the committee; and
(5)
as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b)
if it does not have a risk committee or committees that
satisfy (a) above, disclose that fact and the processes it
employs for overseeing the entity’s risk management
framework.		 ☐
[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
……………………………………………………………………………..
[insert location]
and the information referred to in paragraphs (4) and (5) at:
……………………………………………………………………………..
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have a risk committee
or committees that satisfy (a) and the processes we employ for
overseeing our risk management framework at:
……………………………………………………………………………..
[insert location]		 ☒
set out in our Corporate Governance Statement

Page 8

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

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

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor thewholeof the period above. We
have disclosed this in our Corporate Governance Statement:		 Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
7.2 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.		 ☒
As set out in our Corporate Governance Statement at
https://www.leeuwinmetals.com/corporate-governance		 ☐
set out 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 its governance, risk
management and internal control processes.		 ☒
and we have disclosed how our internal audit function is structured
and what role it performs at:
Our Corporate Governance Statement
https://www.leeuwinmetals.com/corporate-governance
and we have disclosed the fact that we do not have an internal audit
function and the processes we employ for evaluating and continually
improving the effectiveness of our risk management and internal
control processes at:
Our Corporate Governance Statement
https://www.leeuwinmetals.com/corporate-governance		 ☐
set out in our Corporate Governance Statement
7.4 A listed entity should disclose whether it has any material
exposure to environmental or social risks and, if it does, how it
manages or intends to manage those risks.		 ☒
and we have disclosed whether we have any material exposure to
environmental and social risks in our 30 June 2024 Annual Report
and, if we do, how we manage or intend to manage those risks in
our 30 June 2024 Annual Report		 ☐
set out in our Corporate Governance Statement
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY

Page 9

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

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

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor thewholeof the period above. We
have disclosed this in our Corporate Governance Statement:		 Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
8.1 The board of a listed entity should:
(a)
have a remuneration committee which:
(1)
has at least three members, a majority of whom are
independent directors; and
(2)
is chaired by an independent director,
and disclose:
(3)
the charter of the committee;
(4)
the members of the committee; and
(5)
as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b)
if it does not have a remuneration committee, disclose
that fact and the processes it employs for setting the level
and composition of remuneration for directors and senior
executives and ensuring that such remuneration is
appropriate and not excessive.		 ☐
[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
……………………………………………………………………………..
[insert location]
and the information referred to in paragraphs (4) and (5) at:
……………………………………………………………………………..
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have a remuneration
committee and the processes we employ for setting the level and
composition of remuneration for directors and senior executives and
ensuring that such remuneration is appropriate and not excessive:
……………………………………………………………………………..
[insert location]		 ☒
set out in our Corporate Governance StatementOR
☐
we are an externally managed entity and this recommendation
is therefore not applicable
8.2 A listed entity should separately disclose its policies and
practices regarding the remuneration of non-executive directors
and the remuneration of executive directors and other senior
executives.		 ☒
and we have disclosed separately our remuneration policies and
practices regarding the remuneration of non-executive directors and
the remuneration of executive directors and other senior executives
in our 30 June 2024 Annual Report		 ☐
set out in our Corporate Governance Statement OR
☐
we are an externally managed entity and this recommendation
is therefore not applicable
8.3 A listed entity which has an equity-based remuneration scheme
should:
(a)
have a policy on whether participants are permitted to
enter into transactions (whether through the use of
derivatives or otherwise) which limit the economic risk of
participating in the scheme; and
(b)
disclose that policy or a summary of it.		 ☒
and we have disclosed our policy on this issue or a summary of it in
our Corporate Governance Statement
https://www.leeuwinmetals.com/corporate-governance		 ☐
set out 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
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES

Page 10

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

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

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor thewholeof the period above. We
have disclosed this in our Corporate Governance Statement:		 Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
9.1 A listed entity with a director who does not speak the language
in which board or security holder meetings are held or key
corporate documents are written should disclose the processes
it has in place to ensure the director understands and can
contribute to the discussions at those meetings and
understands and can discharge their obligations in relation to
those documents.		 ☐
and we have disclosed information about the processes in place at:
………………………………………………………………………
[insert location]		 N/A
9.2 A listed entity established outside Australia should ensure that
meetings of security holders are held at a reasonable place and
time.		 ☐ N/A
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
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
- Alternative to Recommendation 1.1 for externally managed
listed entities:
The responsible entity of an externally managed listed entity
should disclose:
(a)
the arrangements between the responsible entity and the
listed entity for managing the affairs of the listed entity;
and
(b)
the role and responsibility of the board of the responsible
entity for overseeing those arrangements.		 ☐
and we have disclosed the information referred to in paragraphs (a)
and (b) at:
……………………………………………………………………………..
[insert location]		 N/A
- Alternative to Recommendations 8.1, 8.2 and 8.3 for externally
managed listed entities:
An externally managed listed entity should clearly disclose the
terms governing the remuneration of the manager.		 ☐
and we have disclosed the terms governing our remuneration as
manager of the entity at:
……………………………………………………………………………..
[insert location]		 N/A

Page 11

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

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