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MARMOTA LIMITED Governance Information 2021

Nov 1, 2021

65315_rns_2021-11-01_c5d395ca-7ecf-4cb6-ba8a-33ffb1d06f3b.pdf

Governance Information

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Marmota Limited Corporate Governance Statement

The following statement sets out a summary of the Company’s corporate governance practices that were in place during the financial year ended 30 June 2021 and how those practices relate to the revised 4[th] Edition of the Corporate Governance Principles and Recommendations issued by the Australian Stock Exchange Corporate Governance Council (“ASX Recommendations”).

These recommendations are not intended to be prescriptions to be followed by all ASX listed companies, but rather guidelines that are likely to achieve good governance outcomes and meet the reasonable expectations of most investors in most situations. The Corporate Governance Council has recognised that different entities may legitimately adopt different governance practices, based on a range of factors, including their size, complexity, history and corporate culture. A company may consider that a recommendation is inappropriate to its particular circumstances and has flexibility not to adopt it and explain why.

In ensuring the highest standard of ethical behaviour and accountability, the Board has included in its corporate governance policies those matters contained in the ASX Recommendations where applicable. However, the Board also recognises that full adoption of the ASX Recommendations may not be practical nor provide the optimal result given the particular circumstances and structure of the Company. The Board is, nevertheless, committed to ensuring that appropriate Corporate Governance practices are in place for the proper direction and management of the Company. This statement outlines the main Corporate Governance practices of the Company disclosed under the ASX Recommendations, including those that comply with best practice and which, unless otherwise disclosed, were in place during the whole of the financial year ended 30 June 2021.

Principle 1 – Lay solid foundations for management and oversight

Recommendation 1.1

The Board is governed by the Corporations Act 2001, ASX Listing Rules and a formal constitution adopted by the company in 2006 (amended in 2011 and 2017).

The role of the Board is to provide leadership for and supervision over the Company’s affairs, so to enhance long-term shareholder value. The Board takes responsibility for the overall Corporate Governance of the Company including its strategic direction, management goal setting and monitoring, internal control, risk management and financial reporting.

The Board is satisfied there is in place an appropriate and established framework for the management of the entity including a system of internal control, a business risk management process and appropriate ethical standards. In fulfilling its responsibilities, the Board is supported by an Audit Governance and Remuneration Committee to deal with internal control, ethical standards and financial reporting and to monitor the composition of the Board and review the compensation of the Company’s Executive Directors and senior management with the overall objective of motivating and appropriately rewarding performance, whilst ensuring alignment with the purpose, values, strategic objectives and risk appetite of the Company.

The Board appoints Executive Directors who are responsible for the day to day management of the Company including management of financial, physical and human resources, development and implementation of risk management, internal control and regulatory compliance policies and procedures, recommending strategic direction and planning for the operations of the business and the provision of relevant information to the Board.

The Board has not adopted a formal statement of matters reserved to them or a formal board charter that details their functions and responsibilities nor a formal statement of the areas of authority delegated to senior executives.

Recommendation 1.2

The Board carefully considers the character, experience, education and skillset, as well as interests and associations of potential candidates for appointment to the Board and conducts appropriate checks to verify the suitability of the candidate, prior to their election. The Company has appropriate procedures in place to ensure that material information relevant to a decision to elect or re-elect a director, is disclosed in the notice of meeting provided to shareholders.

Recommendation 1.3

The Company has written agreements in place with each Director and senior executive which set out the terms of their appointment.

Recommendation 1.4

The Company Secretary is accountable to the Board for facilitating the Company’s corporate governance processes and the proper functioning of the Board. Each Director is entitled to access the advice and services of the Company Secretary.

In accordance with the Company’s Constitution, the appointment or removal of the Company Secretary is a matter for the Board as a whole. Details of the Company Secretary’s experience and qualifications are set out in the Annual Report.

Recommendation 1.5

The Company is committed to creating a diverse working environment and promoting a culture that embraces diversity.

Given the size of the Company and scale of its operations, however, the Board is of the view that a written diversity policy with measurable objectives for achieving gender diversity is not required at this time. Further, as the Company has not established measureable objectives for achieving gender diversity, the Company has not reported on progress towards achieving them.

The following table provides details of the proportion of women employees in the Company and in senior executive positions and on the Board.

Women Total Proportion of women
Organisation 2 3 66%
Senior executives 1 1 100%
Directors 0 3 0%

Recommendation 1.6

The Board recognises that as a result of the Company’s size and the stage of the entity’s life as a publicly listed junior exploration company, the assessment of the Board’s overall performance and its own succession plan is conducted on an informal basis. Whilst this is at variance with the ASX Recommendations, for the financial year ended June 2021, the Directors consider that at the date of this report an appropriate and adequate process for the evaluation of Directors is in place. A more formal process of Board assessment will be considered in the future as the Company develops.

Recommendation 1.7

The Audit, Governance and Remuneration Committee meets at least annually and recommendations are made in line with the Company’s present circumstances and goals to ensure maximum shareholder benefits from the attraction and retention of a high quality Board and senior management team. During the financial year, the Board considered and reviewed the performance of, and recommended appropriate remuneration for, Executive Directors and senior management, including any equity participation by such Executive Directors and senior management. The Board further encourages continuing professional development on an internal basis.

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

Recommendation 2.1

As a result of the Company’s size and the stage of the entity’s life as a publicly listed junior exploration company and given the size of the Board at present (there are only 3 Directors), a Nomination Committee has not been established. The Board meets as a whole to consider matters referred to in this Recommendation. The Board from time to time reviews the skill mix required for the Board and, where gaps are identified, embarks on a process to fill those gaps. This is undertaken on an informal basis.

Recommendation 2.2

The details of the skill set of the current Board members are set out in the description of each Director in the Annual Report and on the Company’s website – www.marmota.com.au/corporate/directors The Board believes that the current skill mix is appropriate given the Company’s size and the stage of the entity’s life as a publicly listed junior exploration company.

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Recommendation 2.3

During the 2021 financial year, the Board comprised three directors one of whom is a non-executive and independent director. The Chairman is considered not to be an Independent Director as he is a substantial shareholder of the Company. Information regarding the names, relevant qualifications, skills, experience and expertise of the Directors of the Company is included in the 2021 Annual Report, as is the period each current Director was in office.

Recommendation 2.4

As noted under Recommendation 2.3, the Board comprises three Directors of whom one is considered to be an Independent Director. The Board is of the opinion that the current structure of the Board is appropriate given the size and nature of the Company. Whilst this is at variance to the ASX Recommendations that the majority composition of the Board comprise Independent Directors, the Board considers that all Directors bring an independent judgement to bear on Board decisions and that the Board’s expertise and experience adds considerable value to the Company.

Recommendation 2.5

The Chairman, Dr Rose, is not an Independent Director due to being a substantial shareholder. The Chairman became an executive director on 5 June 2017.

The Board recognises that as a result of the Company’s size and the stage of the entity’s life as a publicly listed junior exploration company and the availability of time to perform the role of Chairman, coupled with the view that, where possible, the CEO should not be the Chairman, it is not possible to meet this recommendation in relation to the independence of the Chairman.

Dr Rose’s role as Executive Chairman of the Board is separate from that of the Executive Director (Exploration) who is responsible for the Company’s exploration operations. The Board is of the opinion that the position of the Chairman is not compromised with the day-to-day role as an Executive.

Recommendation 2.6

The Board recognises that as a result of the Company’s size and the stage of the entity’s life as a publicly listed junior exploration company, the Board has not put in place a formal program for inducting new directors. However, it does provide a package of background information on commencement and provides ready interaction with the Company’s personnel to gain a stronger understanding of the business. Similarly, the Company does not at this stage provide professional development opportunities for Directors. More formal processes for both of these areas will be considered in the future as the Company develops.

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

Recommendation 3.1

The Company discloses its goals and values on its website. The Company Code of Conduct sets out the standards and behaviour expected of all its employees, management and Directors. The Board’s vision is guided by strong guiding principles and values in the pursuit of its goals. The Company is committed to conducting business with honesty and integrity and with the highest standards of conduct and ethical behaviour.

Recommendation 3.2

The Company requires all its directors and employees to abide by the standards of behaviour and business ethics in accordance with the law. In discharging their duties, Directors of the Company are required to:

  • act in good faith and in the best interests of the Company;

  • exercise the care and diligence that a reasonable person in that role would exercise;

  • exercise their powers in good faith for a proper purpose and in the best interests of the Company;

  • not improperly use their position or information obtained through their position to gain a personal advantage or for the advantage of another person to the detriment of the Company;

  • disclose material personal interests and avoid actual or potential conflicts of interests;

  • keep themselves informed of relevant Company matters;

  • keep confidential the business of all directors’ meetings; and

  • observe and support the Board’s Corporate Governance practices and procedures.

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All directors have signed deeds with the Company which require them to comply with all the obligations of a director under the Corporations Act 2001. Directors also are required to provide the Company with details of all securities registered in the director’s name or an entity in which the director has a relevant interest within the meaning of section 9 of the Corporations Act 2001 and details of all contracts, other than contracts to which the Company is a party, to which the director is a party or under which the director is entitled to a benefit, and that confer a right to call for or deliver shares in the Company and the nature of the director’s interest under the contract.

Directors are required to disclose to the Board any material contract in which they may have an interest. In accordance with Section 195 of the Corporations Act 2001, a director having a material personal interest in any matter to be dealt with by the Board, will not be present when that matter is considered by the Board and will not vote on that matter, subject to the discretion of the Board.

Recommendation 3.3

The Company has a formal Whistleblower Policy disclosed on its web site. The policy requires the Board to be informed of any incidents reported under this policy. No incidents were reported during the financial year.

Recommendation 3.4

The Company does not have a formal bribery and corruption policy. The Company’s Code of Conduct sets out the standards and behaviour expected of all its employees, management and Directors including dealing with bribery and corruption.

Principle 4 – Safeguard integrity of corporate reports

Recommendation 4.1

Marmota was not a Company required by ASX Listing Rule 12.7 to have an Audit Committee although it is included in the ASX Recommendations. Notwithstanding this, an Audit, Governance and Remuneration Committee (“Committee”) has been established to oversee, amongst other things, corporate governance, internal controls, ethical standards, financial reporting, and external accounting and compliance procedures.

The responsibilities of the Committee include:

  • reviewing, assessing and making recommendations to the Board on the annual and half year financial reports;

  • overseeing establishment, maintenance and reviewing the effectiveness of the Company’s internal controls and ensuring efficacy and efficiency of operations, reliability of financial reporting and compliance with applicable Accounting Standards and ASX Listing Rules;

  • liaising with and reviewing reports of the external auditor; and

  • reviewing the performance and independence of the external auditor and where necessary making recommendations for appointment and removal of the Company’s auditor.

During the 2021 Financial Year, the Committee consisted of Dr Rose as the Chair of the Committee and Mr Bergin. Dr Rose was appointed Executive Chairman on 5 June 2017, and as his role is separate from the Executive Director (Exploration) who is responsible for the Company’s exploration operations, the Board believes that it is appropriate for an executive director to be a member of the Audit Committee. Marmota is not in full compliance with the ASX Recommendation that all audit committee members must be non-executives and majority are independent. The Board believes that given the size of the Company and the stage of the entity’s life as a publicly listed junior exploration company and the current board structure the establishment of an audit committee in line with ASX Recommendation 4.1 cannot be justified by the perceived benefits of doing so. The existing composition of the Committee is such that review and authorisation of the integrity of the Company’s financial reporting and the independence of the external auditor is via the exercise of independent and informed judgement.

The Board has adopted a formal Charter for the audit and governance activities of the Committee. The Charter details the Committee’s role and responsibilities, composition and membership requirement.

Details of the Committee members’ qualifications and attendance at meetings are set out in the Directors’ Report section of the Annual Report of the Company.

The Committee meets at least twice per annum and reports to the Board. The Executive Director, Company Secretary and external auditor may, by invitation, attend meetings at the discretion of the Committee.

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Recommendation 4.2

In accordance with ASX Recommendation 4.2, the Chief Executive Officer (or their equivalent) and Chief Financial Officer (or their equivalent) are required to provide assurances that the written declarations under s295A of the Corporations Act (and for the purposes of ASX Recommendation 4.2) are founded on a sound framework of risk management and internal control and that the framework is operating effectively in all material respects in relation to financial reporting risks. Both the Chief Executive Officer and Chief Financial Officer provide such assurances at the time the s295A declarations are provided to the Board.

Recommendation 4.3

The Board and Company Secretary are responsible the approval and accuracy of all corporate reports which are not required to be audited or reviewed by an external auditor. The Company conducts an internal verification process to ensure the information included is complete, reliable and appropriate for investors to make informed investment decisions.

Principle 5 – Make timely and balanced disclosure

Recommendation 5.1

The Company operates under the continuous disclosure requirements of the ASX Listing Rules and ensures that all information which may be expected to affect the value of the Company’s securities or influence investment decisions is released to the market in order that all investors have equal and timely access to material information concerning the Company. The information is made publicly available on the Company’s website following release to the ASX.

Due to the size of the Company and the stage of life of the entity as a publicly listed junior exploration company, the Board does not believe a formal policy for continuous disclosure is required. A summary describing how the Company will ensure its compliance with continuous disclosure requirements is posted on the Company’s website www.marmota.com.au

Recommendation 5.2

The Board, prior to the announcement being made to the ASX, receives all market announcements.

Recommendation 5.3

As per ASX Listing Rule requirements on Continuous Disclosure, all presentations are released to the ASX prior to any presentation being made.

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Principle 6 – Respect the rights of security holders

Recommendation 6.1

The Company keeps investors informed of its corporate governance, financial performance and prospects via its website – www.marmota.com.au. Investors can access copies of announcements to the ASX, notices of meetings, annual reports and financial statements, and Investor presentations via the ‘Investors’ tab and can access general information regarding the Company and the structure of its business under the ‘Corporate’ and ‘Projects’ tabs.

Recommendation 6.2

The Board aims to ensure that shareholders are informed of all major developments affecting the Company’s state of affairs. In accordance with the ASX Recommendations, information is communicated to shareholders as follows:

  • the annual financial report which includes relevant information about the operations of the Company during the year, changes in the state of affairs of the entity and details of future developments, in addition to the other disclosures required by the Corporations Act 2001;

  • the half yearly financial report lodged with the Australian Stock Exchange and Australian Securities and Investments Commission and sent to all shareholders who request it;

  • notifications relating to any proposed major changes in the Company which may impact on share ownership rights that are submitted to a vote of shareholders;

  • notices of all meetings of shareholders;

  • publicly released documents including full text of notices of meetings and explanatory material made available on the Company’s website at www.marmota.com.au; and

  • disclosure of the Company’s Corporate Governance practices and communications strategy on the entity’s website.

Due to the size of the Company and the stage of life of the entity as a publicly listed junior exploration company, the Board does not believe a formal policy for shareholder communication is required. However, a summary describing how the Company will communicate with its shareholders is posted on the Company’s website www.marmota.com.au.

Recommendation 6.3

The Board encourages full participation of shareholders at the Annual General Meeting to ensure a high level of accountability and identification with the Company’s strategy and goals. Important issues are presented to the shareholders as single resolutions. The external auditor of the Company is also invited to the Annual General Meeting of shareholders and is available to answer any questions concerning the conduct, preparation and content of the auditor’s report. Pursuant to section 249K of the Corporations Act 2001, the external auditor is provided with a copy of the notice of meeting and related communications received by shareholders.

Recommendation 6.4

All substantive resolutions at a meeting of the Company’s security holders are decided by a poll of “one security one vote.”

Recommendation 6.5

The Company provides its investors the option to receive communications from and send communications to the Company and the share registry electronically.

Principle 7 – Recognise and manage risk

Recommendation 7.1

The Company’s Audit, Governance & Remuneration Committee (‘Committee’) oversees the process for identifying and managing material risks in the Company in accordance with the Charter of the Committee.

Due to the size of the Company and the stage of life of the entity as a publicly listed junior exploration company, and the inherent risks associated with the industry it operates in, the Board does not believe formal policies for oversight and management of risk are required. The Board, with the assistance of the Committee, conducts a formal review of the risk profile of the Company annually and monitors risk informally throughout the year.

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Recommendation 7.2

The Board recognises that there are inherent risks associated with the Company’s operations, including mineral exploration and mining, environmental, heritage and native title, legal and other operational risks. The Board endeavours to mitigate such risks by continually reviewing the activities of the Company in order to identify key business and operational risks and ensuring that they are appropriately assessed and managed. No formal report in relation to the Company’s management of its material business risks is presented to the Board.

The Board with the assistance of the Audit, Governance and Remuneration Committee (‘Committee’) conducts a formal review of the risk profile of the Company annually and monitors risk informally throughout the year.

Recommendation 7.3

The Company does not have an internal audit function. This is the case due to the size of the Company and the stage of life of the entity as a publicly listed junior exploration company. The objectives of having such a function are achieved by the close monitoring of risk management by the Board with the assistance of the Audit, Governance & Remuneration Committee as outlined in relation to ASX Recommendations 7.1 and 7.2 above.

Recommendation 7.4

As outlined above in relation to ASX Recommendations, the Company constantly monitors and reviews the key risks that affect the Company and the management of those risks. They include economic, environment and sustainability risks. The risks which the Company has identified that it has a material exposure to are its ability to raise funds within an acceptable time frame and on terms acceptable to it (“Capital Risk”); that its existing projects, or any other projects or tenements that it may acquire in the future, will result in the discovery of significant resources or be able to be economically exploited (“Exploration Risk”); the inability to obtain land access on satisfactory terms or within acceptable timeframes (“Access Risk”); and resource activities can be environmentally sensitive and can give rise to substantial costs for environmental rehabilitation, damage control and losses (“Environment Risk”).

The manner in which the Company manages those risks is, in the case of Capital Risk, to monitor the market and investment appetite and to raise further required capital in a timely manner such that the Company’s operations are adequately funded; in the case of Exploration Risk, to adopt a diversified portfolio approach and to adopt a focused approach using modern exploration techniques and seeking to lay off risk where possible; in the case of Access Risk, to conduct exploration activities at best practices standards so as to lessen the impact on the party from whom access is required, coupled with an active communication and interaction approach; and in the case of Environment Risk, to conduct its activities in an environmentally responsible manner and in accordance with all applicable laws.

Principle 8 – Remunerate fairly and responsibly

Recommendation 8.1

The Company has established a single Audit, Governance and Remuneration Committee (“Committee”). The Committee is responsible for the monitoring of the composition of the Board and reviewing the compensation of the Company’s Executive Directors and senior management with the overall objective of motivating and appropriately rewarding performance. The Committee makes recommendations to the Board who is ultimately responsible for the Company’s remuneration policy.

Due to the size of the Company and the stage of life of the entity as a publicly listed junior exploration company, the Committee comprises of two members, only one of which is a non-executive and independent. Details regarding the Committee are provided in the response to ASX Recommendation 4.1. The Board believes that given the size of the Company and the stage of the entity’s life as a publicly listed junior exploration company that the cost of establishing a formal remuneration and nomination committee charter cannot be justified by the perceived benefits of doing so.

Recommendation 8.2

In accordance with ASX Recommendation 8.2, the Company’s remuneration practices are set out as follows. The Company’s Constitution specifies that the total amount of remuneration of non-executive directors shall be fixed from time to time by a general meeting. The current maximum aggregate remuneration of non-executive directors has been set at $400,000 per annum. Directors may apportion any amount up to this maximum amount amongst the non-executive directors as they determine. Directors are also entitled to be paid reasonable travelling, accommodation and other expenses incurred in performing their duties as directors. Non-executive directors do not receive bonus payments and are not provided with retirement benefits other than salary sacrifice and statutory superannuation.

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The remuneration of the Executive Director is determined by the Board on the recommendation of the Audit, Governance and Remuneration Committee (“Committee”) as part of the terms and conditions of his employment which are subject to review from time to time. The remuneration of employees is determined subject to the approval of the Board. The Company’s remuneration structure is based on a number of factors, including the particular experience and performance of the individual in meeting key objectives of the Company. The Committee is responsible for assessing relevant employment market conditions and achieving the overall, long term objective of maximising shareholder benefits, through the retention of high quality personnel. From time to time, the responsibility for conducting the review of the composition of the Board and the compensation of the executive directors and senior management is undertaken solely by the Board.

The Company does not presently emphasise payment for results through the provision of cash bonus schemes or other incentive payments based on key performance indicators of the Company given the nature of the Company’s business as a publicly listed mineral exploration entity and the current status of its activities. However, the Board may approve the payment of cash bonuses from time to time in order to reward individual executive performance in achieving key objectives as considered appropriate by the Board.

From time to time, the Company may grant retention rights as considered appropriate by the Committee and the Board, as a long term incentive for Key Management Personnel. These rights are subject to shareholder approval at the Annual General Meeting. The intention of this remuneration is to facilitate the retention of Key Management Personnel in order that the goals of the business and shareholders can be met. Under the terms of the issue of retention rights, the rights will vest over a period of time, with a proportion of the rights vesting each year.

The Company also has a Director & Employee Share Option Plan (“Plan”) approved by shareholders that enables the Board to offer eligible participants options to acquire ordinary fully paid shares in the Company. Under the terms of the Plan, options to acquire ordinary fully paid shares may be offered to the Company’s eligible participants at no cost unless otherwise determined by the Board in accordance with the terms and conditions of the Plan. The objective of the Plan is to align the interests of employees and shareholders by providing employees of the Company with the opportunity to participate in the equity of the Company as an incentive to achieve greater success and profitability for the Company and to maximise the long term performance of the Company. Details of options and retention rights issued to employees and/or directors during the Financial Year, together with details of the terms of the Plan, are always disclosed in the Annual Report.

The employment conditions of the Executive Directors are formalised in contracts of employment and may be terminated at any time by mutual agreement or without notice in instances of serious misconduct. The details of Directors’ and Executives Officers’ remuneration, superannuation and retirement payments are set out in the Remuneration Report section of the Directors’ Report in the Annual Report.

Recommendation 8.3

At present, neither the Company’s Share Trading Policy nor the Director & Employee Share Option Plan (“Plan”) contain any specific restriction on entering into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the Plan. Given the nature of the Plan and the size of the Company and the stage of life of the entity as a publicly listed junior exploration company, the Board has determined that it is not necessary to specify any such restrictions over and above the provisions of the Corporations Act 2001.

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Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Marmota Limited

ABN/ARBN

Financial year ended:

38 119 270 816

30 June 2021

Our corporate governance statement[1] for the period above can be found at:[2]

These pages of our � annual report: This URL on our � www.marmota.com.au/corporate/policies website:

The Corporate Governance Statement is accurate and up to date as at [insert effective date of statement] and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.[3]

Date: 28 October 2021 Name of authorised officer Lisa Askham-Levy authorising lodgement:

1 “Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of Listing Rule 4.10.3.

Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3.

The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately.

2 Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.

3 Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection. See notes 4 and 5 below for further instructions on how to complete this form.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Page 1

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in full for thewhole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
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.

and we have disclosed a copy of our board charter at:
www.marmota.com.au/corporate/policies

set out in our Corporate Governance Statement OR

we are an externally managed entity and this recommendation
is therefore not applicable
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.

set out in our Corporate Governance Statement OR

we are an externally managed entity and this recommendation
is therefore not applicable
1.3 A listed entity should have a written agreement with each director
and senior executive setting out the terms of their appointment.

set out in our Corporate Governance Statement OR

we are an externally managed entity and this recommendation
is therefore not applicable
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.

set out in our Corporate Governance Statement OR

we are an externally managed entity and this recommendation
is therefore not applicable

4 Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with “ insert location ” underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate governance/charters/”).

5 If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

Page 2

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in full for thewhole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
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:
(1)
the measurable objectives set for that period to
achieve gender diversity;
(2)
the entity’s progress towards achieving those
objectives; and
(3)
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 and published under that Act.
If the entity was in the S&P / ASX 300 Index at the
commencement of the reporting period, the measurable objective
for achieving gender diversity in the composition of its board
should be to have not less than 30% of its directors of each
gender within a specified period.

and we have disclosed a copy of our diversity policy at:
……………………………………………………………………………..
[insert location]
and we have disclosed the information referred to in paragraph (c)
at:
……………………………………………………………………………..
[insert location]
and if we were included in the S&P / ASX 300 Index at the
commencement of the reporting period our measurable objective for
achieving gender diversity in the composition of its board of not less
than 30% of its directors of each gender within a specified period.

set out in our Corporate Governance Statement OR

we are an externally managed entity and this recommendation
is therefore not applicable
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.

and we have disclosed the evaluation process referred to in
paragraph (a) at:
……………………………………………………………………………..
[insert location]
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process at:
……………………………………………………………………………..
[insert location]

set out in our Corporate Governance Statement OR

we are an externally managed entity and this recommendation
is therefore not applicable

Page 3

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in full for thewhole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
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.

and we have disclosed the evaluation process referred to in
paragraph (a) at:
……………………………………………………………………………..
[insert location]
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process at:
……………………………………………………………………………..
[insert location]

set out in our Corporate Governance Statement OR

we are an externally managed entity and this recommendation
is therefore not applicable

Page 4

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in full for thewhole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1 The board of 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 balance of skills, knowledge, experience,
independence and diversity to enable it to discharge its
duties and responsibilities effectively.

[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
……………………………………………………………………………..
[insert location]
and the information referred to in paragraphs (4) and (5) at:
……………………………………………………………………………..
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have a nomination
committee and the processes we employ 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 at:
……………………………………………………………………………..
[insert location]

set out in our Corporate Governance Statement OR

we are an externally managed entity and this recommendation
is therefore not applicable
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.

and we have disclosed our board skills matrix at:
……………………………………………………………………………..
[insert location]

set out in our Corporate Governance Statement OR

we are an externally managed entity and this recommendation
is therefore not applicable

Page 5

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in full for thewhole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
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, affiliation or
relationship of the type described in Box 2.3 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.

and we have disclosed the names of the directors considered by the
board to be independent directors at:
……………………………………………………………………………..
[insert location]
and, where applicable, the information referred to in paragraph (b)
at:
……………………………………………………………………………..
[insert location]
and the length of service of each director at:
……………………………………………………………………………..
[insert location]

set out in our Corporate Governance Statement
2.4 A majority of the board of a listed entity should be independent
directors.

set out in our Corporate Governance Statement OR

we are an externally managed entity and this recommendation
is therefore not applicable
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.

set out in our Corporate Governance Statement OR

we are an externally managed entity and this recommendation
is therefore not applicable
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.

set out in our Corporate Governance Statement OR

we are an externally managed entity and this recommendation
is therefore not applicable

Page 6

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in full for thewhole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1 A listed entity should articulate and disclose its values.
and we have disclosed our values at:
……………………………………………………………………………..
[insert location]

set out in our Corporate Governance Statement
3.2 A listed entity should:
(a)
have and disclose a code of conduct for its directors,
senior executives and employees; and
(b)
ensure that the board or a committee of the board is
informed of any material breaches of that code.

and we have disclosed our code of conduct at:
https://www.marmota.com.au/corporate/policies

set out in our Corporate Governance Statement
3.3 A listed entity should:
(a)
have and disclose a whistleblower policy; and
(b)
ensure that the board or a committee of the board is
informed of any material incidents reported under that
policy.

and we have disclosed our whistleblower policy at:
https://www.marmota.com.au/corporate/policies

set out in our Corporate Governance Statement
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.

and we have disclosed our anti-bribery and corruption policy at:
……………………………………………………………………………..
[insert location]

set out in our Corporate Governance Statement

Page 7

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in full for thewhole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
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 charter of the committee;
(4)
the relevant qualifications and experience of the
members of the committee; and
(5)
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 rotation of the audit
engagement partner.

[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
……………………………………………………………………………..
[insert location]
and the information referred to in paragraphs (4) and (5) at:
……………………………………………………………………………..
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have an audit
committee and the processes we employ that independently verify
and safeguard the integrity of our corporate reporting, including the
processes for the appointment and removal of the external auditor
and the rotation of the audit engagement partner at:
……………………………………………………………………………..
[insert location]

set out in our Corporate Governance Statement
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.

set out in our Corporate Governance Statement
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.

set out in our Corporate Governance Statement

Page 8

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in full for thewhole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
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 we have disclosed our continuous disclosure compliance policy
at:
……………………………………………………………………………..
[insert location]

set out in our Corporate Governance Statement
5.2 A listed entity should ensure that its board receives copies of all
material market announcements promptly after they have been
made.

set out in our Corporate Governance Statement
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.

set out in our Corporate Governance Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about itself and its
governance to investors via its website.

and we have disclosed information about us and our governance on
our website at:
https://www.marmota.com.au

set out in our Corporate Governance Statement
6.2 A listed entity should have an investor relations program that
facilitates effective two-way communication with investors.

set out in our Corporate Governance Statement
6.3 A listed entity should disclose how it facilitates and encourages
participation at meetings of security holders.

and we have disclosed how we facilitate and encourage participation
at meetings of security holders at:
https://www.marmota.com.au

set out in our Corporate Governance Statement
6.4 A listed entity should ensure that all substantive resolutions at a
meeting of security holders are decided by a poll rather than by
a show of hands.

set out in our Corporate Governance Statement

Page 9

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in full for thewhole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
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.

set out in our Corporate Governance Statement
PRINCIPLE 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 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 processes it
employs for overseeing the entity’s risk management
framework.

[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
……………………………………………………………………………..
[insert location]
and the information referred to in paragraphs (4) and (5) at:
……………………………………………………………………………..
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have a risk committee
or committees that satisfy (a) and the processes we employ for
overseeing our risk management framework at:
……………………………………………………………………………..
[insert location]

set out in our Corporate Governance Statement
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.

and we have disclosed whether a review of the entity’s risk
management framework was undertaken during the reporting period
at:
……………………………………………………………………………..
[insert location]

set out in our Corporate Governance Statement

Page 10

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in full for thewhole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
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.

[If the entity complies with paragraph (a):]
and we have disclosed how our internal audit function is structured
and what role it performs at:
……………………………………………………………………………..
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have an internal audit
function and the processes we employ for evaluating and continually
improving the effectiveness of our risk management and internal
control processes at:
……………………………………………………………………………..
[insert location]

set out in our Corporate Governance Statement
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.

and we have disclosed whether we have any material exposure to
environmental and social risks at:
……………………………………………………………………………..
[insert location]
and, if we do, how we manage or intend to manage those risks at:
……………………………………………………………………………..
[insert location]

set out in our Corporate Governance Statement

Page 11

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in full for thewhole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
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 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.

[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
……………………………………………………………………………..
[insert location]
and the information referred to in paragraphs (4) and (5) at:
……………………………………………………………………………..
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have a remuneration
committee and the processes we employ for setting the level and
composition of remuneration for directors and senior executives and
ensuring that such remuneration is appropriate and not excessive:
……………………………………………………………………………..
[insert location]

set out in our Corporate Governance Statement OR

we are an externally managed entity and this recommendation
is therefore not applicable
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 we have disclosed separately our remuneration policies and
practices regarding the remuneration of non-executive directors and
the remuneration of executive directors and other senior executives
at:
……………………………………………………………………………..
[insert location]

set out in our Corporate Governance Statement OR

we are an externally managed entity and this recommendation
is therefore not applicable
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 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.

and we have disclosed our policy on this issue or a summary of it at:
………………………………………………………………………
[insert location]

set out in our Corporate Governance Statement OR

we do not have an equity-based remuneration scheme and
this recommendation is therefore not applicableOR

we are an externally managed entity and this recommendation
is therefore not applicable

Page 12

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in full for thewhole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
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.

and we have disclosed information about the processes in place at:
………………………………………………………………………
[insert location]

set out in our Corporate Governance Statement OR

we do not have a director in this position and this
recommendation is therefore not applicableOR

we are an externally managed entity and this recommendation
is therefore not applicable
9.2 A listed entity established outside Australia should ensure that
meetings of security holders are held at a reasonable place and
time.

set out in our Corporate Governance Statement OR

we are established in Australia and this recommendation is
therefore not applicableOR

we are an externally managed entity and this recommendation
is therefore not applicable
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.

set out in our Corporate Governance Statement OR

we are established in Australia and not an externally managed
listed entity and this recommendation is therefore not
applicable

we are an externally managed entity that does not hold an
AGM and this recommendation is therefore not applicable
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
- Alternative to Recommendation 1.1 for externally managed
listed entities:
The responsible entity of an externally managed listed entity
should disclose:
(a)
the arrangements between the responsible entity and the
listed entity for managing the affairs of the listed entity;
and
(b)
the role and responsibility of the board of the responsible
entity for overseeing those arrangements.

and we have disclosed the information referred to in paragraphs (a)
and (b) at:
……………………………………………………………………………..
[insert location]

set out in our Corporate Governance Statement

Page 13

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in full for thewhole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
- Alternative to Recommendations 8.1, 8.2 and 8.3 for externally
managed listed entities:
An externally managed listed entity should clearly disclose the
terms governing the remuneration of the manager.

and we have disclosed the terms governing our remuneration as
manager of the entity at:
……………………………………………………………………………..
[insert location]

set out in our Corporate Governance Statement

Page 14

ASX Listing Rules Appendix 4G (current at 17/7/2020)