M3 MINING LIMITED — Governance Information 2021

Sep 29, 2021

M3 MINING LIMITED ACN 345 678 901

(Company)

CORPORATE GOVERNANCE STATEMENT FOR THE FINANCIAL YEAR ENDING 30 JUNE 2021

This Corporate Governance Statement is current as at 29 September 2021 and has been approved by the Board of the Company on that date.

This Corporate Governance Statement discloses the extent to which the Company has, during the financial year ending 30 June 2021, followed the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations ( Recommendations ). The Recommendations are not mandatory, however the Recommendations that have not been followed for any part of the reporting period have been identified and reasons provided for not following them along with what (if any) alternative governance practices were adopted in lieu of the recommendation during that period.

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

The Company’s Corporate Governance Policies are available on the Company’s website at https://m3mining.com.au/corporate/corporategovernance/

RECOMMENDATIONS (4th Edition)	COMPLY	EXPLANATION
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1		The Company has adopted Corporate Governance Policies that set out
A listed entity should have and disclose a charter which sets		the specific roles and responsibilities of the Board, the Chair and
	YES
		management and includes a description of those matters expressly
out the respective roles and responsibilities of the Board, the
		reserved to the Board and those delegated to management.
Chair and management, and includes a description of
		The Corporate Governance Policies set out the specific responsibilities of
those matters expressly reserved to the Board and those
delegated to management.		the Board, requirements as to the Board’s composition, the roles and
		responsibilities of the Chairman and Company Secretary, 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 Corporate Governance Policies is available
		on the Company’s website.

Recommendation 1.2

A listed entity should:

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

• (b) provide security holders with all material information relevant to a decision on whether or not to elect or reelect a Director.

YES

• (a) The Company has guidelines for the appointment and selection of the Board in its Corporate Governance Policies. The Company’s Corporate Governance Policies requires that prior to appointing a director or recommending a new candidate for election as a director that appropriate checks are undertaken as to the persons character, experience, education, criminal record and bankruptcy history. The Company will continue undertake these checks in the future prior to appointing a director or recommending a new candidate for election as a director.

• (b) Under the Corporate Governance Policies, 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. The Board will ensure this material information is included in the related Company Notice of Annual General Meeting for such an appointment.

Recommendation 1.3 A listed entity should have a written agreement with each Director and senior executive setting out the terms of their appointment.

A listed entity should have a written agreement with each YES Director and senior executive setting out the terms of their appointment. Recommendation 1.4 The company secretary of a listed entity should be YES 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: PARTIALLY

The Company’s Corporate Governance Policies require the Company to ensure that each Director and senior executive is a party to a written agreement with the Company which sets out the terms of that Director’s or senior executive’s appointment.

The Company has had written agreements with each of its Directors and senior executives for the past financial year.

The Corporate Governance Policies outlines the roles, responsibility and accountability of the Company Secretary. In accordance with this, the Company Secretary reports to the Board through the Chairman and is responsible for monitoring the extent that Board policy and procedures are followed, and coordinating the timely completion and dispatch of Board agenda and briefing material. All directors have access to the Company Secretary.

• (a) The Company has adopted a Diversity Policy which provides a framework for the Company to establish and achieve measurable

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			diversity objectives, including in respect of gender diversity. The
			Diversity Policy allows the Board to set measurable gender diversity
			objectives, if considered appropriate, and to assess annually both
			the objectives if any have been set and the Company’s progress in
			achieving them.
		(b)	The Diversity Policy is available, as part of the Corporate
			Governance Policies, on the Company’s website.
		(c)	The Board did not set measurable gender diversity objectives for the past financial year because the Board considered the application of a measurable gender diversity objective requiring a specified proportion of women on the Board and in senior executive roles would, given the small size of the Company and the Board, unduly limit the Company from applying the Diversity Policy as a whole and
			the Company’s policy of appointing based on skills and merit.
			The respective proportions of men and women on the Board, across the whole organisation for the past financial year is disclosed below –
			Female Male
			Board 0% 100%
			Whole organization 0% 100%
		(a)	The Company’s Remuneration and Nomination Committee (or, in its
	YES		absence, the Board) is responsible for evaluating the performance of the Board on an annual basis. In addition, each Board sub-
			committee, if applicable, is required to undertake an annual
			performancereviewof its ownactivities annually.The Chairman

• (a) have a diversity policy which includes requirements for the Board or a relevant committee of the Board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them;

• (b) disclose that policy or a summary or it; and

• (c) disclose as at the end of each reporting period:

• (i) the measurable objectives for achieving gender diversity set by the Board in accordance with the entity’s diversity policy and its progress towards achieving them; and

• (ii) either:

  • (A) the respective proportions of men and women on the Board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or

  • (B) if the 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.

Recommendation 1.6		(a)	The Company’s Remuneration and Nomination Committee (or, in its
A listed entity should:	YES		absence, the Board) is responsible for evaluating the performance of the Board on an annual basis. In addition, each Board sub-
			committee, if applicable, is required to undertake an annual
			performancereviewof its ownactivities annually.The Chairman

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• (a) have and disclose a process for periodically evaluating the performance of the Board, its committees and individual Directors; and

• (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

Recommendation 1.7

A listed entity should:

• (a) have and disclose a process for periodically evaluating the performance of its senior executives; and

• (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

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YES

shall review each Director at least once every calendar year. The process for this is set out in the Company’s Corporate Governance Policies, which is available on the Company’s website.

• (b) The Company’s Corporate Governance Policies requires the Company to disclose whether or not performance evaluations were conducted during the relevant reporting period. The Board completed to it’s satisfaction a review of performance during the financial year.

• (a) The Chairman is responsible for evaluating the performance of the Company’s Managing Director on an annual basis. The Company’s Remuneration and Nomination Committee (or, in its absence, the Board) is responsible for approving changes to remuneration or contract terms of the Managing Director.

The applicable processes for these evaluations can be found in the Company’s Corporate Governance Policies, which are available on the Company’s website.

• (b) The Company has completed an informal performance evaluation in respect of the Managing Director during the year.

Principle 2: Structure the Board to add value

Recommendation 2.1		(a) The Company’s Corporate Governance Policies provide for the
The Board of a listed entity should:	NO	creation of a Nomination Committee (if it is considered it will benefit the Company), with at least three members, a majority of whom are
(a) have a nomination committee which:		independent Directors, and which must be chaired by an
(i) has at least three members, a majority of whom are		independent Director. The Remuneration and Nomination
independent Directors; and		Committee Charter is available on the Company’s website.
(ii) is chaired by an independent Director,		(b) Given the size of the Company, the Board carries out the duties
and disclose:
(iii) the charter of the committee;

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• (iv) the members of the committee; and

• (v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

• (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address Board succession issues and to ensure that the Board has the appropriate balance of skills, experience, independence and knowledge of the entity to enable it to discharge its duties and responsibilities effectively.

Recommendation 2.2

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

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YES

that would ordinarily be carried out by the Nomination Committee under the Nomination Committee Charter, including 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 and

• (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.

Mr King is deemed to be independent.

Under the Corporate Governance Policies, the Board is required to prepare a Board skills matrix setting out the mix of skills and diversity that the Board currently has (or is looking to achieve) and to review this at least annually against the Company’s Board to ensure the appropriate mix of skills and expertise is present to facilitate successful strategic direction.

The Corporate Governance Policies require the disclosure of each Board member’s qualifications and expertise. Full details of each Director’s and senior executive’s relevant skills and experience is available in the Company’s 30 June 2021 Annual Report.

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Recommendation 2.3

A listed entity should disclose:

• (a) the names of the Directors considered by the Board to be independent Directors;

• (b) if a Director has an interest, position, association or relationship of the type described in Box 2.3 of the ASX Corporate Governance Principles and Recommendation, 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

• (a) The Corporate Governance Policies require the disclosure of the names of Directors considered by the Board to be independent. Nonexecutive Director Eddie King is considered to be independent. Non-Executive Chairman Russell Davis and Executive Director Simon Eley are not considered independent due to being a vendor of projects and management responsibility for the business respectively.

• (b) The Company’s Annual Report discloses the length of service of each Director.

• (c) the length of service of each Director

it does not compromise the independence of the Director, the nature of the interest, position, association or relationship in question and an explanation of why the Board is of that opinion; and (c) the length of service of each Director
Recommendation 2.4		The Board is currently comprised of three Directors including one
A majority of the Board of a listed entity should be independent Directors.	NO	independent Non-Executive Director, Mr Eddie King. The Board considers that its current composition is appropriate given the current size and stage of development of the Company and allows for the best utilisation
		of the experience and expertise of its members.
		Directors having a conflict of interest in relation to a particular item of
		business must absent themselves from the Board meeting before
		commencement of discussion on the topic.
Recommendation 2.5		The Chairman, Mr Russell Davis is not considered to be an independent
The Chair of the Board of a listed entity should be an	NO	Director as he is associated with the vendor of the Edjudina Project.
independent Director and, in particular, should not be the		Notwithstanding this, the Directors believe that Mr Davis will be able to,
same person as the CEO of the entity.		and will make, quality and independent judgement in the best interests
		of the Company on all relevant issues before the Board.

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Recommendation 2.6 A listed entity should have a program for inducting new Directors and providing appropriate professional development opportunities for continuing Directors to develop and maintain the skills and knowledge needed to perform their role as a Director effectively.

YES

In accordance with the Company’s Corporate Governance Policies the Board is responsible for implementing an induction program for new Directors to ensure that they gain an understanding of the Company and that they can effectively discharge their responsibilities. The Company Secretary assists in the facilitation of inductions and professional development. The Company Secretary regularly provides information to the Directors which may assist in their ongoing professional development.

Recommendation 2.6 A listed entity should have a program for inducting new Directors and providing appropriate professional development opportunities for continuing Directors to develop and maintain the skills and knowledge needed to perform their role as a Director effectively.	YES	In accordance with the Company’s Corporate Governance Policies the Board is responsible for implementing an induction program for new Directors to ensure that they gain an understanding of the Company and that they can effectively discharge their responsibilities. The Company Secretary assists in the facilitation of inductions and professional development. The Company Secretary regularly provides information to the Directors which may assist in their ongoing professional development.
Principle 3: Act ethically and responsibly
Recommendation 3.1		The Company’s Values are available on the Company’s website.
A listed entity should articulate and disclose its values.
	YES
Recommendation 3.2
		a) The Company’s Corporate Code of Conduct applies to the
A listed entity should:
(a) have and disclose a code of conduct for its directors,	YES	Company’s Directors, senior executives and employees.
senior executives and employees; and
		b) The Company’s Corporate Code of Conduct (which forms part of
(b) ensure that the board or a committee of the board is
		the Company’s Corporate Governance Policies) is available on
informed of any material breaches of that code by a
		the Company’s website.
director or senior executive; and
(2) any other material breaches of that code that
Recommendation 3.3		a) The Company has adopted a whistleblower policy which is
		available on the Company’s website.
A listed entity should:
	YES
(a) have and disclose a whistleblower policy; and		b) The Board are advised of all material incident
(b) ensure that the board or a committee of the board is
informed of any material incidents reported under that
policy.

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Recommendation 3.4

A listed entity should:

• (a) have and disclose an anti-bribery and corruption policy; and;

YES

• a) The Company has adopted an anti-bribery policy which is available on the Company’s website.

• b) The Board are advised of all material incident

• (b) ensure that the board or committee of the board is informed of any material breaches of that policy.

Principle 4 : Safeguard integrity in financial reporting

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Recommendation 4.1		(a) The Company’s Corporate Governance Plan contains an Audit and
The Board of a listed entity should:		Risk Committee Charter that provides for the creation of an Audit
	PARTIALLY
		and Risk Committee (if it is considered it will benefit the Company),
(a) have an audit committee which:
		with at least three members, all of whom must be independent
(i) has at least three members, all of whom are non-		Directors, and which must be chaired by an independent Director
executive Directors and a majority of whom are		who is not the Chair. The Charter is available on the Company’s
independent Directors; and		website.
(ii) is chaired by an independent Director, who is not		The Company did not have an Audit and Risk Committee for the past
the Chair of the Board,		financial year as the Board did not consider the Company would
and disclose:		benefit from its establishment, and does not currently have one. In
		accordance with the Company’s Board Charter, the Board carries
(iii) the charter of the committee;
		out the duties that would ordinarily be carried out by the Audit and
(iv) the relevant qualifications and experience of the		Risk Committee under the Audit and Risk Committee Charter
		including the processes to independently verify and safeguard the
members of the committee; and
(v) in relation to each reporting period, the number		integrity of its financial reporting, including the processes for the
		appointment and removal of the external auditor and the rotation of
of times the committee met throughout the		the audit engagement partner.
period and the individual attendances of the
members at those meetings; or
(b) if it does not have an audit committee, disclose that		(b) As noted above, the Company did not have a separate Audit and
fact and the processes it employs that independently		Risk Management Committee for the past financial year as the Board
verify and safeguard the integrity of its financial		did not consider the Company would benefit from its establishment.
reporting, including the processes for the appointment		The Board carries out the duties that would ordinarily be carried out
and removal of the external auditor and the rotation of		by the Audit and Risk Management Committee including the
the audit engagement partner.		following processes to oversee the entity’s risk management
		framework:
		• 'Risk' is a standing agenda item at each Board meeting whereby
		any changes to the risk profile of the Company from prior period

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		are noted by the Executive Director. The Board are encouraged
		to update and challenge the matters disclosed in the area of risk
		at each Board meeting; and
		• prior to approval of the Company's statutory financial statements,
		the Board had the opportunity to meet with the Company's
		auditors as appropriate.
Recommendation 4.2		The Company’s Audit and Risk Management Committee Charter
The Board of a listed entity should, before it approves the		requires the CEO and CFO (or, if none, the person(s) fulfilling those
	YES
		functions) to provide a sign off on these terms.
entity’s financial statements for a financial period, receive
		The Company has obtained a sign off on these terms for each of its
from its CEO and CFO a declaration that the financial
records of the entity have been properly maintained and		financial statements during the financial year.
that the financial statements comply with the appropriate
accounting standards and give a true and fair view of the
financial position and performance of the entity and that
the opinion has been formed on the basis of a sound system
of risk management and internal control which is operating
effectively.
Recommendation 4.3		The Company has a process where the reports are prepared by the
listed entity should disclose its process to verify the integrity		financial controller, reviewed by the Executive Director / Chairman before
	YES
		the Board approves the release to the ASX.
of any periodic corporate report it releases to the market
that is not audited or reviewed by an external auditor.
Principle 5: Make timely and balanced disclosure
Recommendation 5.1		(a) The Company’s Corporate Governance Policies details the
A listed entity should:		Company’s Disclosure policy.
	YES
		(b) The Corporate Governance Policies, which incorporates the
(a) have a written policy for complying with its continuous
		Disclosure policy, is available on the Company’s website.
disclosure obligations under the Listing Rules; and
(b) disclose that policy or a summary of it.

accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.
Recommendation 4.3		The Company has a process where the reports are prepared by the
listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market	YES	financial controller, reviewed by the Executive Director / Chairman before the Board approves the release to the ASX.
that is not audited or reviewed by an external auditor.
Principle 5: Make timely and balanced disclosure
Recommendation 5.1		(a) The Company’s Corporate Governance Policies details the
A listed entity should:	YES	Company’s Disclosure policy.
(a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and		(b) The Corporate Governance Policies, which incorporates the Disclosure policy, is available on the Company’s website.
(b) disclose that policy or a summary of it.

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Recommendation 5.2		Any announcement is drafted by the appropriate department then	Any announcement is drafted by the appropriate department then
A listed entity should ensure that its board receives copies		reviewed by the Company Secretary and Chairman / Executive
	YES
		Director before board approval. The announcement is then
of all material market announcements promptly after they
		released to the ASX.
have been made.
Recommendation 5.3		All investor presentations are released to the ASX ahead of any
A listed entity that gives a new and substantive investor or		meeting.
	YES
analyst presentation should release a copy of the
presentation materials on the ASX Market Announcements
Platform ahead of the presentation.
Principle 6:Respect the rights of security holders
Recommendation 6.1		Information about the Company and its governance including the
A listed entity should provide information about itself and its		Corporate Governance Policies, Board Skills Matrix and the Corporate
	YES
		Governance Statement is available in the Corporate Governance
governance to investors via its website.
		page on the Company’s website.
Recommendation 6.2		The Company’s Corporate Governance Policies states that the Board is
A listed entity should design and implement an investor		committed to open and accessible communication with holders of the
	YES
		Company’s securities. Disclosure of information and other
relations program to facilitate effective two-way
		communication is made as appropriate by mail or email. Security holders
communication with investors.
		are given the option to receive communication from, and send
		communications to, the Board and its security registry electronically. The
		Compan	y’s security holder communicationsstrategy aims to promote
		and facilitate effective two-way communication with investors. The
		Corporate Governance Policies outlines a range of ways in which
		information is communicated to shareholders and is available on the
		Company’s website.
Recommendation 6.3		Shareholders are encouraged to participate at all general meetings and
A listed entity should disclose the policies and processes it		AGMs of the Company. Upon the dispatch of any notice of meeting to
	YES
		Shareholders, the Company Secretary shall send out material stating that
has in place to facilitate and encourage participation at
		all Shareholders are encouraged to participate at the meeting.
meetings of security holders.

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Recommendation 6.4		All resolutions dealing with ASX Listing Rule issues are decided based on a
A listed entity should ensure that all substantive resolutions at		poll.
	YES
a meeting of security holders are decided by a poll rather
than by a show of hands.
Recommendation 6.5		The security holder communication strategy provides security holders
A listed entity should give security holders the option to		with the option to receive communication from, and send
	YES
		communications to, the Board and its security registry electronically. All
receive communications from, and send communications
		information provided to the ASX is immediately posted to the Company’s
to, the entity and its security registry electronically.
		website.
		Shareholder queries are referred to the Company Secretary in the first
		instance.

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Principle 7: Recognise and manage risk

Principle 7: Recognise and manage risk	Principle 7: Recognise and manage risk	Principle 7: Recognise and manage risk
Recommendation 7.1		(a) The Company’s Corporate Governance Policies provides, where
The Board of a listed entity should:		practical, for the creation of an Audit and Risk Management
	PARTIALLY
		Committee with at least three members, a majority of whom are
(a) have a committee or committees to oversee risk, each
		independent Directors, and which must be chaired by an
of which:		independent Director.
(i) has at least three members, a majority of whom		The Company’s Corporate Governance Policies contains an Audit
are independent Directors; and		and Risk Management Committee Charter which is available on the
(ii) is chaired by an independent Director,		Company’s website.
		The Company does not have a separate Audit and Risk Committee
and disclose:
		given the size of the Board and the fact the Board does not consider
(iii) the charter of the committee;
		the Company would benefit from its establishment. Only Mr King is
(iv) the members of the committee; and
		deemed to be independent.
(v) as at the end of each reporting period, the		(b) As noted above, the Company does not have a separate Audit and
number of times the committee met throughout		Risk Management Committee given the size of the Board and the
the period and the individual attendances of		fact the Board does not consider the Company would benefit from
the members at those meetings; or		its establishment. The Board carries out the duties that would
(b) if it does not have a risk committee or committees that		ordinarily be carried out by the Audit and Risk Management
		Committee including the following processes to oversee the entity’s
satisfy (a) above, disclose that fact and the process it
		risk management framework. 'Risk' is a standing agenda item at each
employs for overseeing the entity’s risk management
		Board meeting whereby any changes to the risk profile of the
framework.
		Company from prior period is noted by the Managing Director. The
		Board are encouraged to update and challenge the matters
		disclosed with respect to the Company's risk at and between each
		Board meeting and raise any material risks that they believe are not
		adequately dealt with.
Recommendation 7.2		(a) The Audit and Risk Management Committee Charter requires that
The Board or a committee of the Board should:		the Audit and Risk Management Committee, or the Board, should,
	YES
		at least annually, satisfy itself that the Company’s risk management
(a) review the entity’s risk management framework with
		framework continues to be sound.
management at least annually to satisfy itself that it		(b) The Company’s Board and Audit and Risk Management
continues to be sound; and
		Committee,ifestablished,isfocused on themanagementof risk.

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RECOMMENDATIONS (4th Edition) COMPLY

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

Recommendation 7.3 A listed entity should disclose: YES

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

• (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes.

EXPLANATION

The Company’s Board reviews the Company’s risks at each Board meeting. The Executive Director is required to report on the management of risk as an agenda item at Board meetings. In addition, the Company’s Board or the Audit and Risk Management Committee also reviews the Company’s risk management framework at least annually.

• (a) The Board believes it is not of a size to justify having an internal audit function for efficiency purposes but will monitor the need for an internal audit function as the size of the Company and its operations grow having regard to the size, location and complexity of the Company’s operations.

• (b) The Company did not have an internal audit function for the past financial year. The Board as a whole is ultimately responsible for establishing and reviewing the Company’s policies on risk profile, oversight and management and satisfying itself that management has developed and implemented a sound system of risk management and internal control. In addition, the Board or the Company’s Audit and Risk Management Committee, if established, reviews the Company’s risk management framework including in relation to internal controls, economic, environmental and social sustainability risk at least annually and monitors the quality of the accounting function. This review was undertaken by the Audit and Risk Management Committee during the financial year.

					reviews the Company’s risk management framework including in relation to internal controls, economic, environmental and social sustainability risk at least annually and monitors the quality of the accounting function. This review was undertaken by the Audit and Risk Management Committee during the financial year.
Recommendation 7.4					The Company’s Corporate Governance Policies states the risk
A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.				YES	management policies and procedures shall include a procedure to determine whether the Company has a material exposure to economic, environmental and social sustainability risks and if it does, a policy to manage those risks. The Audit and Risk Management Committee Charter requires the Audit and Risk Management Committee or the full Board is
					acting as the Audit and Risk Management Committee to assist
					management determine whether the Company has any material
					exposure to economic, environmental and social sustainability risks and,
					if itdoes,how it manages or intendstomanagethoserisks.The Company

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RECOMMENDATIONS (4th Edition) COMPLY EXPLANATION discloses this information in its Annual Report and on its ASX website as part of its continuous disclosure obligations.

• Principle 8: Remunerate fairly and responsibly Recommendation 8.1 The Board of a listed entity should: PARTIALLY (a) have a remuneration committee which: (i) has at least three members, a majority of whom are independent Directors; and

• (ii) is chaired by an independent Director, and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

• (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for Directors and senior executives and ensuring that such remuneration is appropriate and not excessive.

• (a) The Company’s Corporate Governance Policies provides for the creation of a Remuneration and Nomination Committee (if it is considered it will benefit the Company and if practical), with at least three members, a majority of whom are independent Directors, and which must be chaired by an independent Director. The Remuneration and Nomination Committee Charter is available in the Corporate Governance Policies on the Company’s website. The Company does not have a separate Remuneration Committee given the size of the Board and the fact the Board does not consider the Company would benefit from its establishment. Mr King is deemed to be independent.

• (b) As noted above, the Company did not have a separate Remuneration Committee for all of the past financial year given the size of the Board and as the Board did not consider the Company would benefit from its establishment. The Board currently carries out the duties that would ordinarily be carried out by the Remuneration and Nomination Committee. The Board undertakes this role with the assistance of any external advice which may be required from time to time. Remuneration levels are competitively set to attract suitably qualified and experienced Directors and senior Executives, having regard for Company performance.

Recommendation 8.2

A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive Directors and the remuneration of executive Directors and other senior executives and ensure that the different roles and responsibilities of non-executive Directors compared to

YES

The Company’s Corporate Governance Policies 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 30 June 2021 Annual Report as well as being disclosed on the Company’s website.

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RECOMMENDATIONS (4th Edition)	COMPLY	EXPLANATION
executive Directors and other senior executives are
reflected in the level and composition of their
remuneration.
Recommendation 8.3		(a) The Company’s Employee Incentive Plan does not allow participants
A listed entity which has an equity-based remuneration		to enter into transactions (whether through the use of derivatives or
	YES
		otherwise) which limit the economic risk of participating in the
scheme should:
		scheme.
(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.

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