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MACRO METALS LIMITED Governance Information 2021

Oct 28, 2021

65283_rns_2021-10-28_4eee51e1-af2d-4d53-a419-8fe28605ee0c.pdf

Governance Information

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ACN 001 894 033

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CORPORATE GOVERNANCE STATEMENT 2021 – 29 OCTOBER 2021

The Board of Directors of Kogi Iron Limited (“KFE” or the “Company”) is committed to conducting the Company’s business in accordance with the highest standards of corporate governance. The Board is responsible for the Company’s Corporate Governance and the governance framework, policy and procedures, and charters that underpin this commitment.

The Board has adopted, and endorses, the ASX Corporate Governance Council Principles and Recommendations (4th Edition) as amended from time to time (ASX Recommendations) and has adopted the ASX Recommendations that are considered appropriate for the Company given its size and the scope of its proposed activities. Details of the Company’s compliance with the ASX Recommendations are set out below.

In light of the Company’s current stage of development, the Board considers that its current composition is appropriate. As the Company’s activities change in nature and scope, the size of the Board and the implementation of additional corporate governance policies and structures will be reviewed and may change.

The Company’s corporate governance policies and practices as at the date of this statement are outlined below and are available on the Company’s website (www.kogiiron.com/corporate-governance).

Board Charter

The Board guides and monitors the business and management of the Company. Under its Charter, the Board is responsible for, amongst other things:

  • corporate governance and the strategic direction of the Company;

  • protecting and enhancing Shareholder value;

  • supervising the Company’s framework of control and accountability systems;

  • reviewing performance and responsibilities within the Company to ensure division of functions are appropriate to the Company’s needs and that the Company is properly managed;

  • monitoring and managing the financial performance of the Company;

  • approving the annual budget and statutory reports;

  • developing and implementing the Company’s policies and procedures and assessing their adequacy;

  • monitoring and ensuring compliance with the Company’s continuous disclosure obligations;

  • convening and attending general meetings of Shareholders; and

  • assessing and approving all transactions which would impact on Shareholder value and, where relevant, make recommendations to shareholders.

A copy of the Board Charter is available on the Company’s website.

Composition of the Board

Election of Board members is substantially the province of the Shareholders in general meeting.

The current Board of Directors is as follows:

Mr Craig Hart Independent Non-Executive Chairman Mr Richard Little Independent Non-Executive Director Mr Sean Gregory Independent Non-Executive Director Mr Peter Huljich Independent Non-Executive Director

Details of the skills and experience of Directors of the Company are included in the Directors’ Report section of the 2021 Annual Financial Statements which are available on the Company’s website at www.kogiiron.com.

Board Committees

To assist the Board in fulfilling its responsibilities, it can appoint committees comprising people nominated at the discretion of the Board based on their expertise. ASX best practice recommendations suggest a company constitute Audit, Remuneration and Nomination Committees.

Audit and Governance Committee

In December 2018, the Board established a new Audit and Governance Committee. The Committee is currently chaired by Mr Peter Huljich. Mr Richard Little is a member of the Audit and Governance Committee.

The role of the Audit & Governance Committee is to assist the Board on focusing on issues relevant to:

  • the integrity of the Company’s financial reporting and compliance;

  • the oversight of material business risks, including the review and approval of the risk management and oversight policies of the Company; and

ACN 001 894 033

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CORPORATE GOVERNANCE STATEMENT 2021 – 29 OCTOBER 2021

  • the oversight of all governance related matters

The Company ensures the integrity of any unaudited financial information released to the market through the review and approval of the Board prior to release.

Remuneration and Nomination Committee

In May 2019, the Board established a new Remuneration and Nomination Committee. The Committee is currently chaired by Mr Peter Huljich. Mr Little is a member of the Remuneration and Nomination Committee.

  • The role of the Remuneration and Nomination Committee is to assist the Board, and in particular:

  • Considers Board and committee structure and composition as well as monitoring succession planning and the development of senior management; and

  • Ensures that the Company has an appropriate reward strategy in place for executives that align their interests with that of Company shareholders.

Code of Conduct for Directors, Senior Executives and Employees

Value Statement

The Company is committed to integrity and fair dealing in its business affairs and to a duty of care to all employees, customers, contractors, suppliers and stakeholders.

These values are further detailed in the Company’s Code of Conduct for Directors, senior executives and employees to promote ethical and responsible decision making and execution of their roles and responsibilities.

The Code of Conduct can be found on the Company’s website.

Whistle-blower Policy

An important aspect of accountability and transparency is a mechanism to enable staff and other members of the Company to voice concerns in a responsible and effective manner. It is a fundamental term of every contract of employment that an employee will faithfully serve his or her employer and not disclose confidential information about the employer’s affairs. Nevertheless, where an individual discovers information which they believe shows serious malpractice or wrongdoing within the organisation then this information should be disclosed internally without fear of reprisal, and there should be arrangements to enable this to be done independently of line management.

All material incidents are reported to the Board.

The Whistle-blower Policy can be found on the Company’s website.

Bribery and Corruption Policy

The Company is committed to conducting its business fairly, honestly and transparently, in accordance with all applicable laws and regulations in the jurisdictions in which it operates and to the highest ethical standards.

The Company will apply a “zero tolerance” approach to acts of bribery and corruption by any of its employees, contractors, or consultants. Responsibility for adherence to this policy rests with all employees of the Company, with executive management responsible for ensuring dissemination of the policy to their respective managers, supervisors, employees, contractors and consultants, with a focus on new employee’s, contractor and consultants to the Company.

All material incidents are reported to the Board.

The Bribery and Corruption Policy can be found on the Company’s website.

Continuous Disclosure

The Company is, subject to the exceptions contained in the Listing Rules, required to disclose to ASX any information concerning the Company which is not generally available and which a reasonable person would expect to have a material impact on the price or value of the Company’s Shares.

The Company is committed to observing its disclosure obligations under the Corporations Act and the Listing Rules. The Company encourages a culture of openness which is conducive to fulfilment of the Company’s disclosure obligations and creates clear lines of communication and authority with regard to the dissemination of information and continuous disclosure

ACN 001 894 033

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CORPORATE GOVERNANCE STATEMENT 2021 – 29 OCTOBER 2021

issues. In accordance with this policy, all information provided to ASX is circulated to the Board and is made available on the Company’s website (www.kogiiron.com).

All investor presentations are lodged with the ASX prior to commencement of the presentation, where the presentation contains new or updated material information.

Share Trading Policy

The Company has adopted a Share Trading Policy that sets out the guidelines on the sale and purchase of securities in the Company by its Directors, employees and contractors. The policy generally provides that the written acknowledgement of the Chairman (or the Board in the case of the Chairman) must be obtained prior to trading.

Directors’ Disclosure Obligations

Any change in a Director’s direct or indirect interest in Company securities must be disclosed to the Company so that appropriate disclosure can be made by the Company to ASX in accordance with the Listing Rules.

Shareholder Communications Policy

This policy details how the Company is committed to keeping Shareholders appraised of the Company’s activities, including by providing regular communications that are balanced and understandable, ensuring information is easily accessible, and facilitating Shareholder participation in the Company’s general meetings.

At shareholder meetings all substantive resolutions are decided by a poll rather than a show of hands.

Risk Management Policy

The Company recognises the importance of managing risk and continues to put in place systems to assess, monitor and manage risk based on the Company’s size, history and strategy. The Company policies are designed to ensure strategic, operational, legal, reputation and financial risks are identified, assessed, effectively and efficiently managed and monitored to enable achievement of the Company’s business objectives.

Diversity policy

The Company is committed to achieving employee, senior management and Board diversity. The Company is also committed to promoting a culture that embraces diversity and recognises that employees at all levels of the Company may have domestic responsibilities. The Company recognises the need to set diversity measures in each of its operating locations taking into account the differing diversity issues within each geographic location in which it operates. Diversity includes, but is not limited to, gender, age, ethnicity and cultural background.

The Company, in keeping with the recommendations of the Corporate Governance Council provides the following information regarding the proportion of gender diversity in the Group as at 30 June 2021:

Male
Female
Total
Proportion
female
Board
Balance of Employees/Contractors
4
-
4
0%
5
3
8
38%
9
3
12
25%

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CORPORATE GOVERNANCE STATEMENT 2021 – 29 OCTOBER 2021

Measurable objectives

The recommendations of the Corporate Governance Council relating to reporting require a Board to set measurable objectives for achieving diversity within the organisation, and to report against them on an annual basis. The Company has implemented measurable objectives as follows:


easurable objectives as follows:
Measurable Objective Objective
Satisfied
Comment
Promoting the concept of Equal opportunity
within the Company and that employment,
developments and promotion are based on
merit.
Yes The Company’s selection, remuneration and promotion
practices are merit based and as such are consistent with
the goals of the Company’s Diversity Policy.
Ensure that recruitment of employees and
directors is made from a diverse pool of
qualified candidates
Yes The Company’s selection, remuneration and promotion
practices are merit based and as such are consistent with
the goals of the Company’s Diversity Policy.
Identify programs that assist in the
development of a broader pool of skilled
and experienced Board candidates
Yes The Company seeks to continually encourage self-
improvement in all employees, irrespective of seniority,
ability or experience, through external and internal
training courses, regular staff meetings and relevant on
job mentoring.
Identify and addressing any workplace
behaviour that is inconsistent with the
diversity objectives of the Company and
values.
Yes The Company’s Code of Conduct underpins the
Company’s commitment to integrity and fair dealing in its
business affairs and to a duty of care to all employees;
which is consistent with the Company’s Diversity Policy.

The Company has not implemented specific measurable objectives regarding the proportion of females to be employed within the organisation or implement requirements for a proportion of female candidates for employment and Board positions. The Board considers that the setting of quantitative gender based measurable targets is not consistent with the merit and ability-based policies currently implemented by the Company, particularly given the Company’s size.

The Board will consider the future implementation of gender-based diversity measurable objectives when more appropriate to the size and nature of the Company’s operations.

ACN 001 894 033

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CORPORATE GOVERNANCE STATEMENT 2021 – 29 OCTOBER 2021

Compliance with ASX Recommendations

The table below summarises the Company’s compliance with the ASX Corporate Governance Councils Corporate Governance Principles and Recommendations (4[th] Edition), in accordance with ASX Listing Rule 4.10.3.

Principles and Recommendations Principles and Recommendations Disclosure Disclosure Comply Comply

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.

These matters are disclosed in the Company’s
Board Charter, which is available on the
Company’s website.
Complies
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 in its possession
relevant to a decision on whether to
not to elect or re-elect a director.
The Board will ensure 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. Security holders will be
provided with all relevant information in the
Board’s possession, relevant to a decision on
whether or not to elect or re-elect a Director.
Appropriate checks are also undertaken before
appointinganysenior executives.
Complies
1.3 A listed entity should have a written
agreement with each director and senior
executive setting out the terms of their
appointment.
The Company executes a letter of appointment
with each director and services agreements with
senior executives.
Complies
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
theproper functioningof the board.
The Company Secretary reports to the chair of
the Board on all matters to do with the proper
function of the Board.
Complies

ACN 001 894 033

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CORPORATE GOVERNANCE STATEMENT 2021 – 29 OCTOBER 2021

Principles and Recommendations Principles and Recommendations Disclosure Comply Comply
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 as at the end of each
reporting period the measurable
objective for achieving gender
diversity set by the boards or a
relevant committee of the board in
accordance with the entity’s diversity
policy and its progress towards
achieving them, and either:
1. 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
2. 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 the Act.
A copy of the Diversity Policy is available on the
Company’s website.
A brief summary of the policy and its aims are
disclosed
in
this
corporate
governance
statement.
The measurable objectives adopted by the
Board
are
disclosed
in
this
corporate
governance statement.
The measurable objectives, which seek to allow
and promote diversity do not, at this stage,
include any specific numerical targets for
gender, or any other, diversity measures. The
Board does not consider these appropriate to
the current size of the business.
This corporate governance statement includes
disclosure regarding gender diversity within the
Company as at 30 June 2021.
The Company is not a “relevant employer” for
the purposes of the Workplace Gender Equality
Act.

Does not comply
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, in relation to each reporting
period, whether a performance
evaluation was undertaken in the
reporting period in accordance with
thatprocess.
The Board has an established process for
undertaking
an
annual
review
of
the
performance of its Board.
A review was not undertaken in the year ended
30 June 2021 given the three of the four
Directors were newly appointed in that year. A
review was last undertaken in August 2019.
Complies
1.7 A listed entity should:
(a) have and disclose a process for
periodically evaluating the
performance of senior executives; and
(b) disclose, in relation to each reporting
period, whether a performance
evaluation was undertaken in the
reporting period in accordance with
thatprocess.
The Company has an established procedure for
annual reviews of the CEO and senior
executives. However, for the majority of the year
ended 30 June 2021, the Company has
operated without a CEO. There were no other
senior executives during the year.
Complies

ACN 001 894 033

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CORPORATE GOVERNANCE STATEMENT 2021 – 29 OCTOBER 2021

Principles and Recommendations Principles and Recommendations Compliance Comply Comply
Principle 2 – Structure the board to add value
2.1 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 skills,
knowledge, experience, independence
and diversity to enable it to discharge
it duties and responsibilities effectively.
The Company established a new Remuneration
and Nomination Committee in May 2019.
Due to the current size of the Board, this
committee currently only has two members; Mr
Peter Huljich an independent director as
Chairman of the Committee and Mr Little.
The Charter of the Committee is available on the
Company’s website www.kogiiron.com.
The Committee has not had any formal meetings
in the period to 30 June 2021, as the full Board
has undertaken the role of the Remuneration
and Nomination Committee.
As the Company's activities increase in size,
scope and/or nature, the Board will consider the
additional appointments to the Committee.
Does not comply with (1)
as currently only has 2
members, however both
members are independent
directors and the board is
of the view that this is
appropriate
for
the
Company, considering its
size
and
stage
of
development.
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.
The Company has developed a Board skills
matrix.
Skill sets currently included on the Company’s
Board include technical, financial, managerial,
legal, corporate and commercial.
Key specific skill sets and experience identified
include:
• Corporate governance & ethics
• Community relations
• Business strategy and planning
• Environmental, native title and heritage
• Finance
• Risk management
• Mergers and acquisitions
• Legal and commercial
• Exploration and feasibility
• Development
• Africa experience
Details of the respective directors’ relevant
experience and qualifications is included in the
Annual Report.
The Nomination Committee and the Board will
consider the skill, knowledge, experience and
independence of the Company’s directors in
response to any actual or proposed changes in
the Company’s activities or operations.
Complies

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CORPORATE GOVERNANCE STATEMENT 2021 – 29 OCTOBER 2021

Principles and Recommendations Principles and Recommendations Compliance Comply Comply
2.3 A listed entity should disclose:
(a) the names of the directors considered
by the board to be independent
directors; and
(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 no
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.
All four directors are currently considered by
the Board to be independent directors.
While there are presently unlisted options in
place for these directors (as approved at the
2020
Annual
General
Meeting
of
shareholders), the Board is of the opinion that
the quantum and nature of these options does
not impair the independence of these directors.
The length of service of each director is
disclosed in the Company’s annual director
reports and in notices of meetings when
directors are nominated for re-election.
Complies
2.4 A majority of the board of a listed entity
should be independent directors.
The Company currently has four independent
members of the Company’s Board.
At all times during the year, the Board
maintained a majority of independent directors.
Complies
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.
Mr Craig Hart is the Chairman and is considered
to be an independent non-executive director.
The Company is currently operating without a
CEO. The Board have taken a more hands on
approach to directing the Company’s operations
through a Project Manager for the Agbaja
Project in Nigeria, and a Country Manager for
the Nigerian operations. The Board will appoint
a CEO at an appropriate time.
Complies
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.
There is no formalised policy in place however
when a new director is appointed, the Board
provides ample induction into the entity and
Board members are encouraged to develop
their skills according to individual needs.
Does
not
comply,
however the Board is of
the view that this is
appropriate
for
the
Company, considering its
size
and
stage
of
development.
Principle 3 – A listed entity should act ethically and responsibly
3.1 A listed entity should have and disclose its
values.
The Company’s value is disclosed in its
Corporate Governance Statement above and in
its code of conduct.
Complies
3.2 A listed entity should:
(a) have and disclose a code of conduct
of its directors, senior executives and
employees; and
(b) disclose that code or a summaryof it.
The Company’s code of conduct is available on
the Company’s web site.
Complies
3.3 A listed entity should:
(a) have and disclose a whistle-blower
policy; and
(b) ensure that the board or a committee of
the board is informed of any material
incidents reported under that policy.
The Company’s whistle-blower policy is
available on the Company’s web site.
Complies

ACN 001 894 033

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CORPORATE GOVERNANCE STATEMENT 2021 – 29 OCTOBER 2021

Principles and Recommendations Principles and Recommendations Compliance Comply
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.
The Company’s anti-bribery and corruption
policy is available on the Company’s web site.
Complies
Principle 4 – Safeguard integrity in corporate reporting
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 relevant qualifications and
experience of the members of
the committee; and
(4) 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 rotations of
the engagement partner.
The Board established an Audit and Governance
Committee in December 2018.
Due to the current size of the Board, this
committee currently comprises two members; Mr
Huljich (Chairman), and Mr Little, both of whom
are independent directors.
Details of the respective directors’ relevant
experience and qualifications is included in the
Annual Report.
During the reporting period to 30 June 2021, the
Audit Committee has met once, with all
members attending.
Does not comply with (1)
as currently only has 2
members, however both
members are independent
directors and the Board is
of the view that this is
appropriate
for
the
Company, considering its
size
and
stage
of
development.
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.
The Board receives a statement signed by the
Chairman and the Company Secretary.
Complies
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.
The Company ensures the integrity of any
unaudited financial information released to the
market through the review and approval of the
Board prior to release.
Complies

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CORPORATE GOVERNANCE STATEMENT 2021 – 29 OCTOBER 2021

Principles and Recommendations
Compliance
Principles and Recommendations
Compliance
Principles and Recommendations
Compliance
Comply
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
The Company has a Continuous Disclosure
policy, which is available on the Company’s web
site.
Complies
5.2 A listed entity should ensure that its board
receives copies of all material market
announcements promptly after they have
been made
The Board automatically receives copies of all
market announcements promptly after they
have been made.
Complies
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.
All investor presentations are lodged with the
ASX
prior
to
commencement
of
the
presentation, where the presentation contains
new or updated material information.
Complies
Principle 6 – Respect the rights of security holders
6.1 A listed entity should provide information
about itself and its governance to investor via
its website.
The Company keeps all Corporate Governance
related policies and documents on its website.
Complies
6.2 A Listed entity should design and implement
an investor relations program to facilitate
effective tow-way communication with
investors.
The Company encourages all investors or
potential investors to communicate with the
Company via its web site.
Complies
6.3 A listed entity should disclose the policies
and processes it has in place to facilitate and
encourage participation at meetings of
securityholders.
The Company’s Shareholder Communication
Policy is available on the Company web site.
Complies
6.4 A listed entity should ensure that all
substantive resolutions at a meeting of
security holders are decided by a poll rather
than bya show of hands.
At shareholder meetings all substantive
resolutions are decided by a poll rather than a
show of hands.
Complies
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
Security
holder
can
elect
to
receive
communications
from
the
Company
electronically
either
by
contacting
the
Company’s share registrar, or the Company
directly.
Complies

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CORPORATE GOVERNANCE STATEMENT 2021 – 29 OCTOBER 2021

Principles and Recommendations Principles and Recommendations Compliance Comply Comply
Principal 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
attendance 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.
The
Board
established
an
Audit
and
Governance Committee in December 2018. One
of this Committee’s responsibilities is to provide
oversight of material business risks, including
the review and approval of the risk management
and oversight policies of the Company.
Due to the current size of the Board, this
committee currently comprises two members;
Mr Huljich (Chairman), and Mr Little, both of
whom are independent directors.
Details of the respective directors’ relevant
experience and qualifications is included in the
Annual Report.
During the reporting period to 30 June 2021, the
Audit Committee met once, with all members
attending.
Does not comply with (1)
as currently only has 2
members, however both
members are independent
directors and the Board is
of the view that this is
appropriate
for
the
Company, considering its
size
and
stage
of
development.
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.
The Board and senior management review and
identify risks to the Company and its assets on
an ongoing basis. Any new risks identified, or
material changes to existing risks are reported
on at subsequent Board meetings.
The Board undertakes a formal review of the
entity’s risk management framework, including
whether the entity is operating with due regard
to the risk appetite set by the Board, as and
when there is a significant change in the nature
or scale of the entity’s operations.
Such a Board review was not considered
necessary for the most recent reporting period
and
therefore
does
not
comply
with
Recommendation 7.2.
Does not comply
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.
Due to its size and limited scope of operations,
the Company does not currently have an internal
audit function.
However, management does present and
discuss risks and internal control with the full
Board and through the Audit and Governance
Committee.
Complies with (b).

ACN 001 894 033

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CORPORATE GOVERNANCE STATEMENT 2021 – 29 OCTOBER 2021

Principles and Recommendations Principles and Recommendations Compliance Comply
7.4 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.
The Company is subject to a number of
economic, environmental, social sustainability
and occupational health and safety risks, typical
of those associated with a publicly listed entity
engaged in the mineral exploration industry.
All business risks are managed by the Board
with the support of management, employees
and consultants where appropriate.
Complies
Principle 8 – Remunerate fairly and responsibly
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
attendance 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.
The Company established a new Remuneration
and Nomination Committee in May 2019.
Due to the current size of the Board, this
committee currently comprises two members; Mr
Huljich (Chairman), and Mr Little, both of whom
are independent directors.
The Charter of the Committee is available on the
Company’s website www.kogiiron.com.
The Committee has not had any formal meetings
in the period to 30 June 2021, as the full Board
has undertaken the role of the Remuneration
and Nomination Committee.
As the Company's activities increase in size,
scope and/or nature, the Board will consider the
additional appointments to the committee.
Does not comply with (1)
as currently only has 2
members, however both
members are independent
directors and the Board is
of the view that this is
appropriate
for
the
Company, considering its
size
and
stage
of
development.
8.2 A listed entity should separately disclose its
policies and practices regarding the
remuneration of non-executive director and
other senior executives.
The Company discloses its practices in relation
to the remuneration of non-executive directors
and
senior
executives
in
its
annual
remuneration report.
Complies
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 transaction
(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
The Company’s Security Trading Policy obliges
all directors, officers and employees of the
Company to advise the Company, via the
company secretary, of any securitisation of
Company securities. A copy of the policy is
available on the Company’s web site.
Complies