M3 MINING LIMITED — Governance Information 2021

Jul 26, 2021

26 July 2021

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ASX Corporate Governance Principles and Recommendations

Where possible and having regard to the size and nature of the Company’s operations, the Board has adopted the Corporate Governance Principles and Recommendations (4th Edition) issued by ASX Corporate Governance Council. As a listed entity the Company has been required to report any departures from the principles and recommendations in its annual report. The Company’s proposed departures from the principles and recommendations, as at the date of re-admission to the Official List, are set out in the table below.

Recommendation	Recommendation	Explanation of departure
1.5	Measurable objectives for achieving gender diversity should be established and disclosed.	The Company has not formally established measurable objectives for achieving gender diversity given the current stage of its operations and number of employees. The Company has however adopted a Diversity Policy which outlines the Company’s objectives in the provision of equal opportunities in respect of employment and employment conditions. The Diversity Policy is available on the Company’s website. The Company will review the requirement to set and report on measurable objectives for achieving gender diversity as the Company’s operations and employee numbers grow.
2.1	The Board should have a Nomination Committee.	The Company has not constituted a Nomination Committee given the size of the Board and the nature and scale of the Company’s operations. The full Board carries out the role of a Nomination Committee.
2.4 (4.1, 7.1 & 8.1)	The majority of the Board (and any board committees) should be independent directors.	The Board is currently comprised of three Directors including one 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.

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Recommendation	Recommendation	Explanation of departure
2.5	The Chairman should be an independent director.	The Chairman, Mr Russell Davis is not considered to be an independent Director as he is associated with the vendor of the Edjudina Project. Notwithstanding this, the Directors believe that Mr Davis will be able to, and will make, quality and independent judgement in the best interests of the Company on all relevant issues before the Board.
4.1	The Board should have an Audit Committee.	The Board does not have a separately constituted Audit Committee given the size of the Board and the nature and scale of the Company’s operations. The Board as a whole fulfils the functions normally delegated to the Audit Committee as detailed in the Audit Committee Charter.
7.1	The Board should have a committee to oversee risk.	The Board has not constituted a Risk Committee given the size of the Board and the nature and scale of its activities. The Board as a whole is responsible for the oversight of the Company’s risk management and internal compliance and control framework. Following admission to quotation, responsibility for control of risk management will be delegated to the appropriate level of management within the Company, with the Executive Director having ultimate responsibility to the Board for the risk management and internal compliance and control framework.
8.1	The Board should have a Remuneration Committee.	The Board does not have a separately constituted Remuneration Committee given the size of the Board and the nature and scale of the Company’s operations. The Board as a whole fulfils the functions normally delegated to the Remuneration Committee as detailed in the Remuneration Committee Charter.

This announcement has been authorized for release by the Board.

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