MAMBA EXPLORATION LIMITED — Governance Information 2022

Sep 29, 2022

MAMBA EXPLORATION LIMITED ACN 644 571 826 (Company)

CORPORATE GOVERNANCE STATEMENT

FOR THE FINANCIAL YEAR ENDING 30 JUNE 2022

This Corporate Governance Statement is current as at 30 September 2022 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 2022, followed the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations – 4[th] Edition ( Recommendations ). The Recommendations are not mandatory, however the Recommendations that 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.

Due to the current size and nature of the existing Board and the magnitude of the Company’s operations, the Board does not consider that the Company will gain any benefit from individual Board committees and that its resources would be better utilised in other areas as the Board is of the strong view that at this stage the experience and skill set of the current Board is sufficient to perform these roles. Under the Company’s Board Charter, the duties that would ordinarily be assigned to individual committees are currently carried out by the full Board under the written terms of reference for those committees.

The Company’s Corporate Governance Policies are available on the Company’s website at www.mambaexploration.com.au/corporategovernance/

==> picture [682 x 39] intentionally omitted <==

----- Start of picture text -----

RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
Principle 1: Lay solid foundations for management and oversight
----- End of picture text -----

RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION	RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION	RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1 (a) A listed entity should have and disclose a board charter which sets out the respective roles and responsibilities of the Board, the Chair and management, and includes a description of those matters expressly reserved to the Board and those delegated to management.	YES	The Company has adopted a Board Charter that sets out the specific roles and responsibilities of the Board, the Chair and management and includes a description of those matters expressly reserved to the Board and those delegated to management.

1

/1310_2

RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
		The Board Charter sets out the specific responsibilities of the Board, requirements as to the Board’s composition, the roles and responsibilities of the Chairman and Company Secretary, the establishment, operation and management of Board Committees, Directors’ access to Company records and information, details of the Board’s relationship with management, details of the Board’s performance review and details of the Board’s disclosure policy. A copy of the Company’s Board Charter, is available on the Company’s website.
Recommendation 1.2 A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a Director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a Director.	YES	(a) The Company has guidelines for the appointment and selection of the Board and senior executives in its Nomination Committee Charter which requires the Nomination Committee (or, in its absence, the Board) to ensure appropriate checks (including checks in respect of character, experience, education, criminal record and bankruptcy history (as appropriate)) are undertaken before appointing a person, or putting forward to security holders a candidate for election, as a Director. In the event of an unsatisfactory check, a Director is required to submit their resignation. (b) Under the Nomination Committee Charter, all material information relevant to a decision on whether or not to elect or re-elect a Director must be provided to security holders in the Notice of Meeting containing the resolution to elect or re-elect a Director.
Recommendation 1.3 A listed entity should have a written agreement with each Director and senior executive setting out the terms of their appointment.	YES	The Company’s Nomination Committee Charter requires the Nomination Committee (or, in its absence, the Board) to ensure that each Director and senior executive is personally a party to a written agreement with the Company which sets out the terms of that Director’s or senior executive’s appointment. The Company has had written agreements with each of its Directors and senior executives for the past financial year.

==> picture [682 x 88] intentionally omitted <==

----- Start of picture text -----

RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
Recommendation 1.4 The Board Charter outlines the roles, responsibility and
The Company Secretary of a listed entity should be YES accountability of the Company Secretary. In accordance with
accountable directly to the Board, through the Chair, on all this, the Company Secretary is accountable directly to the Board,
matters to do with the proper functioning of the Board. through the Chair, on all matters to do with the proper functioning
of the Board.
----- End of picture text -----

RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION	RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION	RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
Recommendation 1.4 The Company Secretary of a listed entity should be accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board. YES The Board Charter outlines the roles, responsibility and accountability of the Company Secretary. In accordance with this, the Company Secretary is accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board.
Recommendation 1.5 A listed entity should: (a) have and disclose a diversity policy; (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and (c) disclose in relation to each reporting period: (i) the measurable objectives set for that period to achieve gender diversity; (ii) the entity’s progress towards achieving those objectives; and (iii) either: (A) the respective proportions of men and women on the Board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or (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.	PARTIALLY	(a) The Company has adopted a Diversity Policy which provides a framework for the Company to establish, achieve and measure diversity objectives, including in respect of gender diversity. The Diversity Policy is available on the Company’s website. (b) The Diversity Policy allows the Board to set measurable gender diversity objectives, if considered appropriate, and to continually monitor both the objectives if any have been set and the Company’s progress in achieving them. (c) The Board did not set measurable gender diversity objectives for the past financial year, because: (i) It is the Board’s view that the existing Directors and senior executives have sufficient skill and experience to carry out the Company’s plans; and (ii) if it became necessary to appoint any new Directors or senior executives, the Board considered the application of the measurable diversity objectives and determined that, given the small size of the Company and the Board, reqiuring specified objectectives to be met, unduly limit the Company from applying the Diversity Policy as a whole and the Company’s policy of appointing the best person for the job; and (iii) 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) for the past financial year is disclosed on the Company’s website.

RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
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.
Recommendation 1.6 A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the Board, its committees and individual Directors; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	PARTIALLY	(a) The Company’s Nomination Committee (or, in its absence, the Board) is responsible for evaluating the performance of the Board, its committees and individual Directors on an annual basis. It may do so with the aid of an independent advisor. The process for this is set out in the Company’s Board Charter, which is available on the Company’s website. (b) The Company is required to disclose whether or not performance evaluations were conducted during the relevant reporting period. The Company has not completed performance evaluations in respect of the Board, its committees (if any) and individual Directors for the past financial year in accordance with the above process.
Recommendation 1.7 A listed entity should: (a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	PARTIALLY	(a) The Company’s Nomination Committee (or, in its absence, the Board) is responsible for evaluating the performance of the Company’s senior executives on an annual basis. The Company’s Remuneration Committee (or, in its absence, the Board) is responsible for evaluating the remuneration of the Company’s senior executives on an annual basis. A senior executive, for these purposes, means key management personnel (as defined in the Corporations Act) other than a non-executive Director. The applicable processes for these evaluations can be found in the Company’s Board Charter, which is available on the Company’s website. (b) The Company has not completed performance evaluations in respect of the senior executives (if any) for the past financial year in accordance with the applicable processes.

RECOMMENDATIONS (4TH EDITION) COMPLY	RECOMMENDATIONS (4TH EDITION) COMPLY	EXPLANATION
Principle 2: Structure the Board to be effective and add value
Recommendation 2.1 The Board of a listed entity should: (a) have a nomination committee which: (i) has at least three members, a majority of whom are independent Directors; and (ii) is chaired by an independent Director, and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address Board succession issues and to ensure that the Board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.	PARTIALLY	(a) The Company’s Remuneration and Nomination Committee Charter provides for the creation of a Nomination Committee (if it is considered it will benefit the Company), with at least three members, a majority of whom are independent Directors, and which must be chaired by an independent Director. (b) The Company did not have a Nomination Committee for the past financial year as the Board did not consider the Company would benefit from its establishment. In accordance with the Company’s Board Charter, the Board carries out the duties that would ordinarily be carried out by the Nomination Committee under the Nomination Committee Charter, including the following processes to address succession issues and to ensure the Board has the appropriate balance of skills, experience, independence and knowledge of the entity to enable it to discharge its duties and responsibilities effectively: (i) devoting time at least annually to discuss Board succession issues and updating the Company’s Board skills matrix; and (ii) all Board members being involved in the Company’s nomination process, to the maximum extent permitted under the Corporations Act and ASX Listing Rules.
Recommendation 2.2 A listed entity should have and disclose a Board skills matrix setting out the mix of skills that the Board currently has or is looking to achieve in its membership.	PARTIALLY	The Board Charter provides that the Board is responsible for developing and implementing a skills matrix setting out the mix of skills and diversity that the Board has or is looking to achieve in its membership. The Board considers the current mix of skills and experience of members of the Board and its senior management is sufficient to meet the requirements of the Company. Although the skills, experience and expertise of each Director is set out in the Directors’ Report section of the Company’s Annual Report, the Company does not have a formal board skills matrix

RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
Recommendation 2.3 A listed entity should disclose: (a) the names of the Directors considered by the Board to be independent Directors; (b) if a Director has an interest, position or relationship of the type described in Box 2.3 of the ASX Corporate Governance Principles and Recommendations (4th Edition), but the Board is of the opinion that it does not compromise the independence of the Director, the nature of the interest, position or relationship in question and an explanation of why the Board is of that opinion; and (c) the length of service of each Director	YES	(a) The Board Charter requires the disclosure of the names of Directors considered by the Board to be independent. The Company has disclosed those Directors it considered to be independent in its Annual Report and on the Company’s website. (b) Mr Simon Andrew and Mr Justin Boylson are considered independent Directors who fall into this category. (c) The Company’s Annual Report discloses the length of service of each Director, as at the end of each financial year.
Recommendation 2.4 A majority of the Board of a listed entity should be independent Directors.	YES	The Company’s Board Charter requires that, where practical, the majority of the Board should be independent. There was an independent majority of the Board during all of the past financial year. The Board currently comprises a total of 3 directors, of whom 2 are considered to be independent.
Recommendation 2.5 The Chair of the Board of a listed entity should be an independent Director and, in particular, should not be the same person as the CEO of the entity.	YES	The Board Charter provides that, where practical, the Chair of the Board should be an independent Director and should not be the CEO/Managing Director. The Chair of the Company during the past financial year, Mr Justin Boylson was deemed independent.
Recommendation 2.6 A listed entity should have a program for inducting new Directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as Directors effectively.	YES	In accordance with the Company’s Board Charter, the Nominations Committee (or, in its absence, the Board) is responsible for the approval and review of induction and continuing professional development programs and procedures for Directors to ensure that they can effectively discharge their responsibilities. The Company Secretary is responsible for facilitating inductions and professional development including receiving briefings on material developments in laws, regulations and accounting standards relevant to the Company.

==> picture [682 x 460] intentionally omitted <==

----- Start of picture text -----

RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
Principle 3: Instil a culture of acting lawfully, ethically and responsibly
Recommendation 3.1
A listed entity should articulate and disclose its values. YES (a) The Company and its subsidiary companies (if any) are
committed to conducting all of its business activities fairly,
honestly with a high level of integrity, and in compliance
with all applicable laws, rules and regulations. The Board,
management and employees are dedicated to high
ethical standards and recognise and support the
Company’s commitment to compliance with these
standards.
(b) The Company’s values are set out in its Statement of Values
and are available on the Company’s website. All
employees are given appropriate training on the
Company’s values and senior executives will continually
reference such values.
Recommendation 3.2 YES (a) The Company’s Corporate Code of Conduct applies to
A listed entity should: the Company’s Directors, senior executives and
employees.
(a) have and disclose a code of conduct for its
Directors, senior executives and employees; and (b) The Company’s Corporate Code of Conduct is available
on the Company’s website. Any material breaches of the
(b) ensure that the Board or a committee of the Board
Code of Conduct are reported to the Board or a
is informed of any material breaches of that code.
committee of the Board.
Recommendation 3.3 YES The Company’s Whistleblower Policy is available on the
A listed entity should: Company’s website. Any material breaches of the Whistleblower
Policy are to be reported to the Board or a committee of the
(a) have and disclose a whistleblower policy; and
Board.
(a) ensure that the Board or a committee of the Board
is informed of any material incidents reported
under that policy.
Recommendation 3.4 YES The Company has developed an anti-bribery and corruption
A listed entity should: policy that can be found under the governance documents on
the Company’s Website.
(a) have and disclose an anti-bribery and corruption
policy; and
----- End of picture text -----

==> picture [682 x 461] intentionally omitted <==

----- Start of picture text -----

RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
(b) ensure that the Board or committee of the Board is
informed of any material breaches of that policy.
Principle 4 : Safeguard the integrity of corporate reports
Recommendation 4.1 (a) The Company’s Audit and Risk Management Committee
The Board of a listed entity should: PARTIALLY Charter provides for the creation of an Audit and Risk
Committee with at least three members, all of whom must
(a) have an audit committee which:
be non-executive Directors, and majority of the Committee
(i) has at least three members, all of whom
must be independent Directors. The Committee must be
are non-executive Directors and a majority
chaired by an independent Director who is not the Chair.
of whom are independent Directors; and
The Company did not have an Audit and Risk Committee
(ii) is chaired by an independent Director,
for the past financial year as the Board did not consider
who is not the Chair of the Board,
the Company would benefit from its establishment, and
and disclose: does not currently have one. In accordance with the
(iii) the charter of the committee; Company’s Board Charter, the Board carries out the duties
that would ordinarily be carried out by the Audit and Risk
(iv) the relevant qualifications and experience
Committee under the Audit and Risk Management
of the members of the committee; and
Committee Charter including the following processes to
(v) in relation to each reporting period, the
independently verify the integrity of the Company’s
number of times the committee met
periodic reports which are not audited or reviewed by an
throughout the period and the individual
external auditor, as well as the processes for the
attendances of the members at those
appointment and removal of the external auditor and the
meetings; or
rotation of the audit engagement partner:
(b) if it does not have an audit committee, disclose
(i) the Board devotes time at annual Board meetings
that fact and the processes it employs that
to fulfilling the roles and responsibilities associated
independently verify and safeguard the integrity of
with maintaining the Company’s internal audit
its corporate reporting, including the processes for
function and arrangements with external auditors;
the appointment and removal of the external and
auditor and the rotation of the audit engagement
(ii) all members of the Board are involved in the
partner.
Company’s audit function to ensure the proper
maintenance of the entity and the integrity of all
financial reporting.
Recommendation 4.2 The Company’s Audit and Risk Management Committee Charter
YES requires the CEO and CFO (or, if none, the person(s) fulfilling those
functions) to provide a sign off on these terms.
----- End of picture text -----

==> picture [682 x 456] intentionally omitted <==

----- Start of picture text -----

RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
The Board of a listed entity should, before it approves the The Company has obtained a sign off on these terms for each of
entity’s financial statements for a financial period, receive its financial statements in the past financial year.
from its CEO and CFO a declaration that the financial
records of the entity have been properly maintained and
that the financial statements comply with the appropriate
accounting standards and give a true and fair view of the
financial position and performance of the entity and that
the opinion has been formed on the basis of a sound system
of risk management and internal control which is operating
effectively.
Recommendation 4.3 The Board carries out the following processes to independently
verify and safeguard the integrity of its periodic corporate
A listed entity should disclose its process to verify the YES
reporting including:
integrity of any periodic corporate report it releases to the
 Preparing reports by or under the supervision of subject
market that is not audited or reviewed by an external
matter experts.
auditor.
 Reviewing material statements in reports for accuracy and
material requirements and ensuing they are appropriately
interrogated.
 With the exception of administrative announcements all
announcements must be approved by the Board. This
process is intended to ensure that all applicable laws,
regulations and company policies have been complied
with and that the source of the information is able to be
verified and that appropriate approvals have been
obtained before a report is released to the market.
Principle 5: Make timely and balanced disclosure
Recommendation 5.1 (a) The Company’s Continuous Disclosure policy contains its
A listed entity should have and disclose a written policy for YES written policy for complying with its continuous disclosure
complying with its continuous disclosure obligations under obligations under listing rule 3.1.
listing rule 3.1. (b) The Continuous Disclosure policy, is available on the
Company’s website.
Recommendation 5.2 YES The Managing Director has ultimate authority and responsibility for
approving market disclosure which is exercised in consultation
with the Board and Company Secretary.
----- End of picture text -----

RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.
Recommendation 5.3 A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation.	YES	All substantive investor or analyst presentations were released on the ASX Markets Announcement Platform ahead of such presentations.
Principle 6:Respect the rights of security holders
Recommendation 6.1 A listed entity should provide information about itself and its governance to investors via its website.	YES	Information about the Company and its governance is available on the Company’s website.
Recommendation 6.2 A listed entity should have an investor relations program that facilitates effective two-way communication with investors.	YES	The Company has adopted a Shareholder Communications Policy which aims to promote and facilitate effective two-way communication with investors. The Strategy outlines a range of ways in which information is communicated to shareholders and is available on the Company’s website.
Recommendation 6.3 A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.	YES	Shareholders are encouraged to participate at all general meetings and AGMs of the Company. Upon the despatch of any notice of meeting to Shareholders, the Company Secretary shall send out material stating that all Shareholders are encouraged to participate at the meeting. The Company provided Shareholders with the opportunity to participate in shareholder meetings by allowing voting in person, by proxy or online.

==> picture [682 x 213] intentionally omitted <==

----- Start of picture text -----

RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
Recommendation 6.4 All substantive resolutions at securityholder meetings were
A listed entity should ensure that all substantive resolutions YES decided by a poll rather than a show of hands.
at a meeting of security holders are decided by a poll
rather than by a show of hands.
Recommendation 6.5 YES The Shareholder Communication Policy provides that security
A listed entity should give security holders the option to holders can register with the Company to receive email
receive communications from, and send communications notifications when an announcement is made by the Company
to, the entity and its security registry electronically. to the ASX, including the release of the Annual Report, half yearly
reports and quarterly reports. Links are made available to the
Company’s website on which all information provided to the ASX
is immediately posted.
Shareholders queries should be referred to the Company
Secretary at first instance.
Principle 7: Recognise and manage risk
----- End of picture text -----

==> picture [682 x 21] intentionally omitted <==

----- Start of picture text -----

RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
----- End of picture text -----

RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION	RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION	RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
Recommendation 7.1 The Board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (i) has at least three members, a majority of whom are independent Directors; and (ii) is chaired by an independent Director, and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the process it employs for overseeing the entity’s risk management framework.	PARTIALLY	(a) The Company’s Audit and Risk Committee Charter provides for the creation of an Audit and Risk Committee with at least three members, all of whom must be non- executive Directors, and majority of the Committee must be independent Directors. The Committee must be chaired by an independent Director who is not the Chair. A copy is available on the Company’s website. (b) The Company did not have an Audit and Risk Committee for the past financial year as the Board did not consider the Company would benefit from its establishment, and does not currently have one. In accordance with the Company’s Board Charter, the Board carries out the duties that would ordinarily be carried out by the Audit and Risk Committee under the Audit and Risk Management Committee Charter including the following processes to oversee the entity’s risk management framework: (i) the Board devotes time at Board meetings to fulfilling the roles and responsibilities associated with overseeing risk and maintaining the entity’s risk management framework and associated internal compliance and control procedures

RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
Recommendation 7.2 The Board or a committee of the Board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the Board; and (b) disclose in relation to each reporting period, whether such a review has taken place.	NO	(a) The Risk Management Policy requires that the Audit and Risk Committee (or, in its absence, the Board) should, at least annually, satisfy itself that the Company’s risk management framework continues to be sound and that the Company is operating with due regard to the risk appetite set by the Board. (b) The Company’s Board has not completed a formal review of the Company’s risk management framework in the past financial year but continuously monitors the keys risks impacting the Company at a Board level.
Recommendation 7.3 A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes.	NO	(a) The Audit and Risk Management Committee Charter provides for the Audit and Risk Committee to monitor and periodically review the need for an internal audit function, as well as assessing the performance and objectivity of any internal audit procedures that may be in place. The Company did not have an internal audit function for the past financial year.
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 Risk Management Policy requires the Audit and Risk Committee (or, in its absence, the Board) to assist management to determine whether the Company has any potential or apparent exposure to environmental or social risks and, if it does, put in place management systems, practices and procedures to manage those risks. The Risk Management Policy requires the Company to disclose whether it has any potential or apparent exposure to environmental or social risks and, if it does, put in place management systems, practices and procedures to manage those risk. Where the Company does not have material exposure to environmental or social risks, report the basis for that determination to the Board, and where appropriate benchmark the Company’s environmental or social risk profile against its peers.

==> picture [682 x 462] intentionally omitted <==

----- Start of picture text -----

RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
Principle 8: Remunerate fairly and responsibly
Recommendation 8.1 (a) The Remuneration and Nomination Committee Charter
The Board of a listed entity should: PARTIALLY provides for the creation of a Remuneration Committee (if
it is considered it will benefit the Company), with at least
(a) have a remuneration committee which:
three members, a majority of whom are be independent
(i) has at least three members, a majority of
Directors, and which must be chaired by an independent
whom are independent Directors; and Director.
(ii) is chaired by an independent Director,
(b) The Company did not have a Remuneration Committee
and disclose: for the past financial year as the Board did not consider the
(iii) the charter of the committee; Company would benefit from its establishment, and does
not currently have one. In accordance with the
(iv) the members of the committee; and
Company’s Board Charter, the Board carries out the duties
(v) as at the end of each reporting period, the
that would ordinarily be carried out by the Remuneration
number of times the committee met
Committee under the Remuneration and Nomination
throughout the period and the individual
Committee Charter including the following processes to set
attendances of the members at those
the level and composition of remuneration for Directors
meetings; or
and senior executives and ensuring that such remuneration
(b) if it does not have a remuneration committee, is appropriate and not excessive:
disclose that fact and the processes it employs for (i) the Board devotes time at the annual Board
setting the level and composition of remuneration
meeting to assess the level and composition of
for Directors and senior executives and ensuring remuneration for Directors and senior executives
that such remuneration is appropriate and not
excessive.
Recommendation 8.2 The Company is required to disclose its policies and practices
A listed entity should separately disclose its policies and YES regarding the remuneration of Directors and senior executives,
practices regarding the remuneration of non-executive which is disclosed in the remuneration report contained in the
Directors and the remuneration of executive Directors and Company’s Annual Report as well as being disclosed on the
other senior executives. Company’s website.
Recommendation 8.3 (a) The Company’s Securities Trading Policy covers whether
A listed entity which has an equity-based remuneration YES participants are permitted to enter into transactions
scheme should: (whether through the use of derivatives or otherwise) which
limit the economic risk of participating in the scheme.
(a) have a policy on whether participants are
permitted to enter into transactions (whether (b) A copy of the policy is provided on the Company’s
through the use of derivatives or otherwise) which website.
----- End of picture text -----

RECOMMENDATIONS (4TH EDITION) COMPLY	RECOMMENDATIONS (4TH EDITION) COMPLY	EXPLANATION
limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.
**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
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
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