LODE RESOURCES LTD — Regulatory Filings 2021

Sep 28, 2021

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Corporate Governance Statement for the year ended 30 June 2021 (ASX: LDR)

This Corporate Governance Statement is current as at 29 September 2021 and has been approved by the Board of Lode Resources Ltd (‘Lode’ or ‘the Company’), on that date. A copy can be found on the Company’s website at https://loderesources.com/corporate-governance/

This statement outlines the main Corporate Governance practices that were in place or implemented during the financial year ended 30 June 2021, which comply with the Australian Stock Exchange ('ASX') Corporate Governance Principles and Recommendations 4[th] edition (‘Recommendations’), unless otherwise stated.

CORPORATE GOVERNANCE STATEMENT

The Board of Directors of the Company (‘the Board’) is committed to maintaining the highest standards of Corporate Governance. Corporate Governance is about having a set of core values and behaviours that underpin the Company's activities and ensure transparency, fair dealing and protection of the interests of stakeholders.

The Board of Directors supports the Recommendations developed by the ASX Corporate Governance Council (‘Council’). Whilst the Company's practices are largely consistent with the Council's guidelines, the Board considers that the implementation of some Recommendations are not appropriate having regard to the nature and scale of the Company's activities and size of the Board. The Directors will seek, where appropriate, to provide accountability levels that meet or exceed the ASX Corporate Governance Principles, which are not prescriptions, but guidelines. The Board uses its best endeavours to ensure exceptions to the Council's guidelines do not have a negative impact on the Company and the best interests of shareholders as a whole. When the Company is not able to implement one of the Council’s Recommendations the Company applies the 'if not, why not' explanation approach by applying practices in accordance with the spirit of the relevant principle.

The following discussion outlines the ASX Corporate Governance Council's eight principles and associated recommendations 9.1 through 9.3 and the extent to which the Company complies with those recommendations.

Details of all of the Council's Recommendations can be found on the ASX website at www.asx.com.au.

ASX Recommendations

Compliance (Yes/No) Compliance by Lode

Principle 1 – Lay solid foundations for management and oversight

A listed entity should clearly delineate the respective roles and responsibilities of its board and management and regularly review their performance

Recommendation 1.1

A listed entity should have and disclose a board charter setting out:

• the respective roles and responsibilities of its board and management; and

• those matters expressly reserved to the board and those delegated to management.

Yes

The Company’s Board Charter sets out (amongst other things):

• The roles and responsibilities of the Board and of management; and

• The matters expressly reserved to the Board and those delegated to management.

A copy of the Board Charter is available on the Company Website.

The Board:

The Board oversees the Company’s business and is responsible for the overall corporate governance of the Company. It monitors the operations, financial position and performance of the Company and oversees its business strategy, including approving the strategy and performance objectives of the Company.

The Board is committed to maximising performance and generating value and financial returns for Shareholders. To further these objectives, the Board has created a framework for managing the Company, including the adoption of relevant internal controls, risk management processes and corporate governance policies and practices that the Board believes are appropriate for the business and which are designed to promote the responsible management and conduct of the Company.

Recommendation 1.2

A listed entity should:

• undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election as a director; and

• 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

Prior to the appointment of a person as a Director, or putting forward to Shareholders a candidate for election as a Director, the Company undertakes checks that it believes are appropriate to verify a Director’s character, experience, education, criminal record and bankruptcy history (including for new Directors).

The Company will ensure that all material information in its possession relevant to a Shareholder’s decision whether to elect or re-elect a Director, including the information referred to in Recommendation 1.2, is provided to shareholders in any Notice of Annual or Extraordinary General Meeting.

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

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

ASX Recommendations	Compliance (Yes/No)	Compliance by Lode

Recommendation 1.4 Yes The responsibilities of the Company Secretary are set out The company secretary of a listed entity should be in the Board Charter. The Company Secretary has a direct accountable directly to the board, through the chair, line of reporting to the Executive Chair and is responsible for:

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.

• (a) advising and supporting the Executive Chair and the Board and its committees to manage the day-to-day governance framework of the Company;

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

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

Recommendation 1.5

A listed entity should:

• have a diversity policy;

• 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

• 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 organisation (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.

Yes

The Company seeks to treat everyone with fairness and respect which includes valuing diversity and difference. The Company believes that decision making is enhanced through diversity and supports and encourages diversity at all levels of the organisation in accordance with the Company’s Diversity Policy.

A copy of the Diversity Policy is available on the Company Website.

The Board assesses any measurable objectives for achieving gender diversity and annually reviews any such objectives and the Company’s progress towards achieving them. The Board reports at least annually to review the Company’s progress towards achieving its measurable objectives in relation to gender diversity.

The Diversity Policy outlines requirements for the Board to develop measurable objectives for achieving diversity, and annually assess both the objectives and the progress in achieving those objectives. Accordingly, the Board is developing objectives regarding gender diversity and aims to achieve these objectives over the next five years as Director and senior executive positions become vacant and appropriately qualified candidates become available.

The Company will disclosure its measurable objectives, in the Corporate Governance Statement for the year ending 30 June 2022 (the Company commenced quoting on the ASX 2 July 2021).

Compliance (Yes/No) ASX Recommendations

Recommendation 1.6 No

A listed entity should:

• have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and

• disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process during or in respect of that period.

Compliance by Lode

The Board Charter details the Company’s commitment, responsibility and process to evaluate the performance of the Board, individual Directors, the Executive Chair and Committees of the Board. The Board Charter is available on the Company Website.

The Board is responsible for the evaluation of its performance and the performance of individual Directors. This evaluation shall involve evaluating the performance of each Director against appropriate measures (including if warranted by considering the use of external advisers to conduct this performance review). The Board is also responsible for evaluating the performance of the NonExecutive Directors, including the Executive Chair, against the requirements of the Board Charter. The Board must also set out its future goals and objectives, and review and recommend any changes to the Board Charter deemed necessary or desirable. The performance evaluation shall be conducted in such manner as the Board deems appropriate.

The review of the Board’s performance also addresses the ability for Directors to access continuing education to update and enhance their skills and knowledge as they relate to the Company’s strategy and objectives.

Since the incorporation of the Company on 18 November 2019, the Company has not undertaken an evaluation of the performance of the Board, individual Directors and Committees of the Board.

Recommendation 1.7

A listed entity should:

• 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 was undertaken in accordance with that process during or in respect of that period.

No

The CEO reviews the performance of the senior executives on an informal basis. These evaluations take into account criteria such as the achievement and performance towards the Company’s objectives and (where appropriate) performance benchmarks and the achievement of individual performance objectives. However, the Board also recognises the need for flexibility in defining performance objectives which must reflect the current status of the company and the development of its projects.

The Board did not conduct a performance evaluation of senior executives during the last 12 months and has not adopted a performance evaluation policy.

The Company believes that the small size of the executive team and the current scale of the Company’s activities make the establishment of a formal performance evaluation procedure unnecessary. Performance evaluation is a discretionary matter for consideration by the entire Board. In the normal course of events the Board reviews performance of the Management, Directors and the Board as a whole. Achievement of goals and business development and compliance issues are evaluated regularly on an informal basis.

Compliance (Yes/No) ASX Recommendations Compliance by Lode

Principle 2 – Structure the board to be effective and add value

The board of a listed entity should be of an appropriate size and collectively have the skills, commitment and knowledge of the entity and the industry in which it operates, to enable it to discharge its duties effectively and to add value.

Recommendation 2.1

The board of a listed entity should:

• have a nomination committee that:

• (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

No

The Board has not formally established a nomination committee as the Directors consider that the Company is not of a size nor are its affairs of such complexity as to justify the formation of a nomination committee. The Board considers that it is able to deal efficiently and effectively with Board composition and succession issues without establishing a separate nomination committee and in doing so, the Board will be guided by the Board Charter, which can be accessed on the Company Website. The Company will review this position annually and determine whether a nomination committee should be established.

• (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

• 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.

Recommendation 2.2

A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.

No

The Board regularly evaluates the mix of skills, experience and diversity at Board level. The Board believes that a highly credentialed Board, with a diversity of background, skills and perspectives, will be effective in supporting and enabling delivery of good governance for the Company and value for the Company’s shareholders.

At the date of this Report, the Board comprises four Directors from diverse backgrounds with a range of business experience, skills and attributes. Biographical information on each Director is contained in the Annual Report and on the Company’s website.

No specific skills matrix is currently prepared and disclosed as the Company does not believe its current size and scale warrants that level of detail.

Compliance (Yes/No) ASX Recommendations Compliance by Lode

Recommendation 2.3

A listed entity should disclose:

• the names of the directors considered by the board to be independent directors;

• if a director has an interest, position, association or relationship of the type described in Box 2.3 of the ASX CG Principles but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and

Yes

The Board comprises the following Directors:

• (a) Mr Edward Jan Leschke (Managing Director)

  • appointed on 18 November 2019.

• (b) Mr Andrew Van Heyst (Executive Chair) • appointed on 18 November 2019.

• (c) Mr Keith Mayes (Non-Executive Director) • appointed on 10 March 2020.

• (d) Mr Jason Beckton (Non-Executive Director)

  • appointed on 29 September 2020.

• the length of service of each director.

Recommendation 2.4

A majority of the board of a listed entity should be independent directors.

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.

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.

No The Board of the Company is comprised of four Directors, 2 of whom are considered to be independent.

As the business develops, changes to and/or further appointments to the Board may be warranted and the Board will consider the need to appoint additional independent Directors.

The Executive Chair is Mr Andrew Van Heyst who is not an independent Director. The Board considers that Andrew Van Heyst best serves the office of Chair due to his extensive commercial experience.

No

Under the Company’s Board Charter, all new Directors are given a thorough briefing by the Executive Chair and/or Secretary on key Board issues and provided with appropriate background documentation, including the Company’s financial, strategic, operational and risk management position, their rights, duties and responsibilities, and the role of the Board the Board committees.

Yes

The Board will periodically review whether there is a need for existing Directors undertake professional development to maintain the skills and knowledge needed to perform their roles as Directors effectively

Compliance (Yes/No) ASX Recommendations Compliance by Lode

Principle 3 – Instil a culture of acting lawfully, ethically and responsibly

A listed entity should instil and continually reinforce a culture across the organisation of acting lawfully, ethically and responsibly

Recommendation 3.1

A listed entity should articulate and disclose its values.

Yes

• The Company’s Board Charter and Code of Conduct articulates and discloses its values.

The Company’s Board Charter and Code of Conduct is available on the Company Website.

In accordance with Recommendation 3.1 Lode Directors, executives and employees are expected to adhere to:

• Work in harmony and bring out the best in each other;

• Consider the impact of our actions on others;

• Strive for excellence and quality of work;

• Act with integrity and be accountable for our actions;

• Maintain our professional ethical standards to the utmost of integrity;

• Recognising others work and embrace other people innovations and recognition of their contribution.

Recommendation 3.2

A listed entity should:

• have and disclose a code of conduct for its directors, senior executives and employees; and

• ensure that the board or a committee of the board is informed of any material breaches of that code.

Yes

The Company has a Code of Conduct that sets out the standards of behaviour expected of all its employees, Directors, Officers, contractors and consultants. The Code of Conduct is available on the Company Website.

Any breach of compliance with the Code of Conduct is to be reported to an officer or senior manager of the Company, the Managing Director or the Company Secretary

Recommendation 3.3

A listed entity should:

Yes

The Company has a Whistleblower Policy available on the Company Website. Any material incidents reported under that policy are reported to the Board.

• have and disclose a whistleblower policy; and

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

For the purposes of the Whistleblower Policy, all reports are to be made to a “protected disclosure officer”, which can be the Executive Chair, an officer or senior manager of the Company or any of its related bodies corporate or the Company’s external auditor.

Recommendation 3.4

A listed entity should:

• have and disclose an anti-bribery and corruption policy; and

• ensure that the board or a committee of the board is informed of any material breaches of that policy.

Yes

The Company has an Anti-bribery and Corruption Policy available on the Company Website.

Under the Anti-bribery and Corruption Policy, all Company personnel must report any actual or suspected improper conduct or other violation of this Policy to the relevant person identified in this Policy, being the CEO or the Company Secretary.

Compliance (Yes/No)

Compliance by Lode

ASX Recommendations

Principle 4 – Safeguard integrity in corporate reports

A listed entity should have appropriate processes to verify the integrity of its corporate reports.

Recommendation 4.1

The board of a listed entity should:

• have an audit committee that:

• (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

• 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.

No

The Company has not established an Audit and Risk Committee as the Directors do not view that the size of the Company warrants a separate audit committee. The Company’s Board Charter provides that, until the Company does establish an Audit & Risk Committee, the Board will perform the ordinary functions of the Audit & Risk Committee. Despite not yet establishing an Audit and Risk Committee, the Company has adopted an Audit and Risk Committee Charter and also a Risk Management Policy.

The Audit and Risk Committee Charter sets out the broad role of the Audit & Risk Committee (which, until the Board decides to establish an Audit & Risk Committee, remains the role of the Board) to be overseeing the integrity of the financial reporting process, reviewing risk management processes, reviewing internal controls and managing the external audit process. The duties specified in the Audit and Risk Committee Charter include undertaking processes to independently verify the integrity of the Company’s periodic reports that are not audited or reviewed by an external auditor, as well as undertaking processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.

The Company’s Risk Management Policy sets out the Company’s processes for managing risks and developing an appropriate risk management framework to provide guidance to the Company’s Management.

The Board is of the view that the experience and professionalism of the persons on the Board is sufficient to ensure that all significant matters are appropriately addressed and actioned in relation to auditing. Further, the Board does not consider that the Company is of sufficient size to justify the appointment of additional directors at this stage.

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, 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 that is operating effectively.

Yes

The Board is to receive a declaration in the form set out in Recommendation 4.2 from its CEO and CFO in relation to the financial statements.

The Board is responsible for discussing with Management and the external auditor the process surrounding, and the disclosures made by, the CEO and CFO in connection with their personal certification of the half yearly and annual financial statements.

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 Company ensures that any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor undergoes review by the Board. The process used by the Board to verify periodic corporate reports before it is release to the market.

	Compliance
	(Yes/No)
ASX Recommendations		Compliance by Lode
Principle 5 – Make timely and balanced disclosure
A listed entity should make timely and balanced disclosure of all matters concerning it that a reasonable person would expect to
have a material effect on the price or value of its securities.
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 The Company has a Continuous Disclosure and Communications Policy that outlines the processes to be followed by the Company to ensure compliance with its continuous disclosure obligations and the corporate governance standards applied by the Company in its communications to the market. The Continuous Disclosure and Communications Policy is available on the Company 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 Lode Company Secretary forward all ASX announcements to the Board as soon as they are released on the ASX platform whether the announcements are material or not.
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 Under the Company’s Continuous Disclosure and Communications Policy, any materials distributed at analyst and media briefings will be lodged with ASX at the time of the briefing, and at investor meetings, the Company will not disclose any information that a reasonable person might regard as being price sensitive unless such information has previously been released to the market through the ASX or is otherwise already in the public domain.

Compliance (Yes/No) ASX Recommendations Compliance by Lode

Principle 6 – Respect the rights of security holders

A listed entity should provide its security holders with appropriate information and facilities to allow them to exercise their rights as security holders effectively.

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 operations is available on the Company Website. Information about the Company’s corporate governance (including links to the Company’s corporate governance policies and charters) can be accessed from the Company Website.

Recommendation 6.2

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

Yes The Company's a Continuous Disclosure and Communications Policy outlines the processes followed by the Company to ensure communication with shareholders and the investment community is effective, consistent and adheres to the principles of continuous disclosure. The Continuous Disclosure and Communications Policy is available on the Company Website.

Recommendation 6.3

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

Yes The Board recognises its duty to ensure that its shareholders are informed of all major developments affecting the Company's state of affairs. Information is communicated to shareholders and the market through:

• the Annual Report distributed to shareholders;

• Notice of Shareholders meetings;

• the Annual General Meeting and other general meetings called to obtain shareholder approvals as appropriate;

• the half-yearly financial statements;

• quarterly activities and cash flow reports; and

• other announcements released to the ASX as required under the continuous disclosure requirements and other information that may be mailed to shareholders or made available through the Company’s website.

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.

No

From the financial year ending 30 June 2022, Lode practice at security holder meetings, including the AGM, will be that all resolutions are decided by a poll rather than by 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 Company gives Shareholders the option to receive communications from, and send communications to, the Company and its Share Registry electronically, as provided for in the Company’s Continuous Disclosure and Communication Policy.

Compliance by Lode

Compliance (Yes/No)

ASX Recommendations

Principle 7 – Recognise and manage risk

A listed entity should establish a sound risk management framework and periodically review the effectiveness of that framework.

Recommendation 7.1

The board of a listed entity should:

• 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;

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

• if it does not have a risk committee or committees that satisfy (i) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.

No

The Company has not established an Audit and Risk Committee as the Directors do not view that the size of the Company warrants a separate risk committee (which would require appointing additional directors).

In accordance with the Company’s Board Charter, the Board carries out the duties related to risk that would ordinarily be carried out by the Audit and Risk Committee. Those duties are set out in the Company’s Risk Management Policy and include overseeing the establishment and implementation of effective risk management and internal control systems to manage the Company’s material business risks and for reviewing and monitoring the Company’s application of those systems.

The Board is of the view that the experience and professionalism of the persons on the Board is sufficient to ensure that all significant matters are appropriately addressed and actioned in relation to risk.

Recommendation 7.2

The board or a committee of the board should:

• 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

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

Yes

Both the Company’s Risk Management Policy and Audit & Risk Management Charter guide the Board in its annual review of the Company’s risk management framework.

The full Board regularly throughout the year reviews and monitors systems of external and internal controls and areas of significant operational, financial and property risk, and ensures arrangements are in place to contain such risks to acceptable levels.

Recommendation 7.3

A listed entity should disclose:

if it has an internal audit function, how the function is structured and what role it performs; or 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

Having regard to the nature and scale of the Company's activities and size of the Board an internal audit function has not been established.

However, the full Board carries out the risk management and internal audit functions. The structure and role of the Company’s internal audit function is set out in both the Audit & Risk Committee Charter and the Risk Management Policy (both of which are already adopted).

Copies of the Audit and Risk Committee Charter and the Risk Management Policy are available on the Company Website.

ASX Recommendations	Compliance (Yes/No)	Compliance by Lode
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 Company’s Risk Management Policy acknowledges that it has an obligation to Shareholders, employees, contractors, and other stakeholders to oversee the establishment and implementation of a risk management strategy, and monitor, review and evaluate the risk management and internal control systems for the Company.

• The material manageable risks which the Group is exposed to include, operational risks, capital risks and human resources risks as follows: • Exploration and evaluation risk • Environmental risks • Tenement titles risks • Changes in commodity price • Reliance on key personnel • COVID-19 impact risk

• The Company predominantly operates in Australia, which is a mature and well-regulated mining jurisdiction. As part of the Company’s mining development approvals process, the Company must adhere to strict environmental and social regulations.

Principle 8 – Remunerate fairly and responsibly

A listed entity should pay director remuneration sufficient to attract and retain high quality directors and design its executive remuneration to attract, retain and motivate high quality senior executives and to align their interests with the creation of value for security holders and with the entity’s values and risk appetite.

Recommendation 8.1 No

The board of a listed entity should:

• have a remuneration committee that:

• (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

Given the current size of the Board, the Company does not have a remuneration committee. The Board considers that it is able to deal efficiently and effectively with remuneration issues and will initially comprise the remuneration committee. In doing so, the Board will be guided by the Board Charter, which is available on the Company Website.

The Board as a whole review’s remuneration levels on an individual basis. In doing so, the Board will balance a number of factors, including the Company’s desire to attract and retain high quality directors and senior executives, incentive structures, and the implications for the Company’s reputation and standing if it is seen to pay excessive remuneration.

• 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.

ASX Recommendations	Compliance (Yes/No)	Compliance by Lode
Recommendation 8.2 A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives. Yes The Company’s policies and practices regarding the remuneration of Non-Executive Directors and the remuneration of Executive Directors and other senior executives is set out in the Remuneration Report contained in each Annual Report.
Recommendation 8.3 A listed entity that has an equity-based remuneration scheme should: • have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) that limit the economic risk of participating in the scheme; and • disclose that policy or a summary of it. Yes At the date of this report, the Company is not required to follow Recommendation 8.3 because it does not have an equity based remuneration scheme.
Principle 9 – Additional Recommendations 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 The Company confirmed that all Directors communicate and are fluent in the English language.
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 The Company is established in Australia.
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 The Company is established in Australia.