MINREX RESOURCES LIMITED — Governance Information 2015

Sep 2, 2015

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

MINREX RESOURCES NL

ABN/ARBN	Financial year ended
81 151 185 867	30 JUNE 2015
	Our corporate governance statement 2 for the above period above can be found at: 3
$\Box$ these pages of our annual report:	18 to 25
$\Box$ this URL on our website: Governance	www.minrex.com.au - Company Profile - Corporate

The Corporate Governance Statement is accurate and up to date as at 2 September 2015 and has been approved by the board.

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

2 September 2015
Director

Print name: Simon Durack Simon

¹ Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.

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 rule 4.10.3.

² "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.

³ Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity's corporate governance statement can be found.

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Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed	for the whole of the period above. We have disclosed We have NOT followed the recommendation in full ï
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
(a) the respective roles and responsibilities of its (b) those matters expressly reserved to the board and those delegated to management. board and management; and A listed entity should disclose:	our Corporate Governance Statement OR the fact that we follow this recommendation: Insert location here this location: 크. at ゝ	an explanation why that is so in our Corporate we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR
	responsibilities of our board and management (including those matters expressly reserved to the board and those and information about the respective roles and delegated to management): Insert location here this location: đ
(a) undertake appropriate checks before appointing a person, or putting forward to security holders a decision on whether or not to elect or re-elect a information in its possession relevant to a (b) provide security holders with all material candidate for election, as a director; and A listed entity should: director.	our Corporate Governance Statement OR the fact that we follow this recommendation: Insert location here this location: .티 đ	an explanation why that is so in our Corporate we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR
A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	our Corporate Governance Statement OR the fact that we follow this recommendation: Insert location here this location: 리. đ	an explanation why that is so in our Corporate we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR

$\mathbf{v}$

	Corporate Governance Council recommendation	We have followed the recommendation in full for the	We have NOT followed the recommendation in full
		whole of the period above. We have disclosed	for the whole of the period above. We have disclosed $\vdots$
$\overline{14}$	accountable directly to the board, through the chair, on all matters to do with the proper functioning of The company secretary of a listed entity should be the board.	in our Corporate Governance Statement OR the fact that we follow this recommendation: Insert location here at this location: Σ	an explanation why that is so in our Corporate we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR
1.5	Workplace Gender Equality Act, the entity's (c) disclose as at the end of each reporting period the of the board in accordance with the entity's on the board, in senior executive positions and across the whole organisation (including how the entity has defined "senior executive" (2) if the entity is a "relevant employer" under the relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the diversity policy and its progress towards achieving most recent "Gender Equality Indicators", as includes measurable objectives for achieving gender diversity set by the board or a relevant committee (1) the respective proportions of men and women defined in and published under that Act. (b) disclose that policy or a summary of it; and rd which 5 entity's progress in achieving them; the board policy for these purposes); or diversity $_{\rm fof}$ A listed entity should: them and either: requirements d (a) have	the measurable objectives for achieving gender diversity the information referred to in paragraphs $(c)(1)$ or set by the board or a relevant committee of the board in and a copy of our diversity policy or a summary of it: the fact that we have a diversity policy that complies accordance with our diversity policy and our progress in our Corporate Governance Statement OR in our Corporate Governance Statement OR our Corporate Governance Statement OR towards achieving them: Insert location here Insert location here Insert location here at this location: at this location: at this location: at this location: with paragraph (a): 모. $$ and $\blacktriangleright$ $\sum$	an explanation why that is so in our Corporate we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR
		Insert location here

Ŷ.

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$\langle \hat{E} \rangle$

	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed	for the whole of the period above. We have disclosed We have NOT followed the recommendation in full
2.5	undertaken in the reporting period in accordance was (a) have and disclose a process for periodically evaluating the performance of the board, its (b) disclose, in relation to each reporting period, a performance evaluation committees and individual directors; and A listed entity should: with that process. whether	the evaluation process referred to in paragraph (a): and the information referred to in paragraph (b): in our Corporate Governance Statement OR in our Corporate Governance Statement OR Insert location here Insert location here this location: at this location: $\overline{a}$ Þ Σ	an explanation why that is so in our Corporate we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR
1.7	was undertaken in the reporting period in accordance (a) have and disclose a process for periodically senior (b) disclose, in relation to each reporting period, evaluation its evaluating the performance of whether a performance A listed entity should: with that process. executives; and	the evaluation process referred to in paragraph (a): and the information referred to in paragraph (b): our Corporate Governance Statement OR in our Corporate Governance Statement OR NOT APPLICABE Insert location here Insert location here at this location: at this location: Ę.	an explanation why that is so in our Corporate we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR

for the whole of the period above. We have disclosed We have NOT followed the recommendation in full an explanation why that is so in our Corporate we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR We have followed the recommendation in full for the and the processes we employ to address board succession and the information referred to in paragraphs $(4)$ and the fact that we do not have a nomination committee balance of skills, knowledge, experience, independence issues and to ensure that the board has the appropriate the fact that we have a nomination committee that whole of the period above. We have disclosed and diversity to enable it to discharge its duties and in our Corporate Governance Statement OR in our Corporate Governance Statement OR and a copy of the charter of the committee: [If the entity complies with paragraph (b):] [If the entity complies with paragraph (a):] complies with paragraphs (1) and (2): z responsibilities effectively: MINTEX.COM Insert location here Insert location here Insert location here this location: this location: this location: đ đ $\sharp$ ⋗ $\ddot{5}$ Š Þ met those $\overline{a}$ members the of
		in our Corporate Governance Statement OR this location: đ	Insert location here
and disclose: 2.1	Corporate Governance Council recommendation	(5) as at the end of each reporting period, the (1) has at least three members, a majority of PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE throughout the period and the individual disclose that fact and the processes it employs to skills, knowledge, experience, independence and diversity to enable it to discharge its duties and address board succession issues and to ensure that the board has the appropriate balance of number of times the committee (b) if it does not have a nomination committee, (2) is chaired by an independent director, whom are independent directors; and $(4)$ the members of the committee; and (a) have a nomination committee which: (3) the charter of the committee; The board of a listed entity should: responsibilities effectively. meetings; OR attendances

$\mathsf{I} \cap$

	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed	for the whole of the period above. We have disclosed We have NOT followed the recommendation in full ÷
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.	in our Corporate Governance Statement OR our board skills matrix: Insert location here this location: $\ddot{a}$ $\blacktriangledown$	an explanation why that is so in our Corporate we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR
2.3	relationship in question and an explanation of (a) the names of the directors considered by the but the board is of the opinion that it does not the nature of the interest, position, association or (b) if a director has an interest, position, association or relationship of the type described in Box 2.3 compromise the independence of the director, why the board is of that opinion; and (c) the length of service of each director. board to be independent directors; A listed entity should disclose:	the names of the directors considered by the board to be where applicable, the information referred to in in our Corporate Governance Statement OR in our Corporate Governance Statement OR in our Corporate Governance Statement OR the length of service of each director: independent directors: Insert location here Insert location here Insert location here this location: this location: at this location: paragraph (b): $\ddot{a}$ $\overline{a}$ $\blacktriangledown$ ↘	an explanation why that is so in our Corporate Governance Statement
2.4	A majority of the board of a listed entity should be independent directors.	our Corporate Governance Statement OR ict that we follow this recommendation: Insert location here this location: $\therefore$ the fa $\Xi$ $\ddot{a}$ Σ	an explanation why that is so in our Corporate we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR

$\circ$

	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed	for the whole of the period above. We have disclosed We have NOT followed the recommendation in full
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.	in our Corporate Governance Statement OR the fact that we follow this recommendation: Insert location here at this location: Σ	an explanation why that is so in our Corporate we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR
2.6	A listed entity should have a program for inducting development opportunities for directors to develop and maintain the skills and knowledge needed to new directors and provide appropriate professional perform their role as directors effectively.	in our Corporate Governance Statement OR ct that we follow this recommendation: Insert location here this location: $\dots$ the fa đ 2	an explanation why that is so in our Corporate we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR
	PRINCIPLE 3 - ACT ETHICALLY AND RESPONSIBLY
$\ddot{5}$	(a) have a code of conduct for its directors, senior (b) disclose that code or a summary of it. executives and employees; and A listed entity should:	in our Corporate Governance Statement OR our code of conduct or a summary of it: this location: $\overline{a}$ Σ	an explanation why that is so in our Corporate Governance Statement
		Insert location here
	PRINCIPLE 4 - SAFEGUARD INTEGRITY IN CORPORATE REPORTING
4.1	$(4)$ the relevant qualifications and experience of non-executive directors and a majority of (5) in relation to each reporting period, the (1) has at least three members, all of whom are (2) is chaired by an independent director, who is whom are independent directors; and the members of the committee; and (3) the charter of the committee; (a) have an audit committee which: The board of a listed entity should: not the chair of the board, and disclose:	the fact that we have an audit committee that complies in our Corporate Governance Statement OR copy of the charter of the committee: [If the entity complies with paragraph (a):] z com. with paragraphs (1) and (2): Insert location here minrex. this location: at this location: and a $\vec{a}$	an explanation why that is so in our Corporate Governance Statement
	met committee the times of number	Insert location here

$\overline{\phantom{a}}$

for the whole of the period above. We have disclosed We have NOT followed the recommendation in full $\vdots$		an explanation why that is so in our Corporate Governance Statement
We have followed the recommendation in full for the whole of the period above. We have disclosed	the fact that we do not have an audit committee and the including the processes for the appointment and removal and the information referred to in paragraphs (4) and of the external auditor and the rotation of the audit processes we employ that independently verify and safeguard the integrity of our corporate reporting, in our Corporate Governance Statement OR our Corporate Governance Statement OR [If the entity complies with paragraph (b):] Insert location here Insert location here engagement partner: at this location: this location: 묘. $\overline{a}$ $(5)$ : P	our Corporate Governance Statement OR the fact that we follow this recommendation: Insert location here this location: Ħ. $\vec{a}$ $\blacktriangleright$
Corporate Governance Council recommendation	those that fact and the processes it employs that auditor and the rotation of the audit engagement (b) if it does not have an audit committee, disclose of its corporate reporting, including the processes for the appointment and removal of the external individual independently verify and safeguard the integrity đ period and the the members of throughout the meetings; OR attendances partner.	the entity's financial statements for a financial period, The board of a listed entity should, before it approves their opinion, the financial records of the entity have financial position and performance of the entity and statements comply with the appropriate accounting receive from its CEO and CFO a declaration that, in that the opinion has been formed on the basis of a been properly maintained and that the financial sound system of risk management and internal standards and give a true and fair view of the control which is operating effectively. $4 - 2$

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	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed	for the whole of the period above. We have disclosed We have NOT followed the recommendation in full ŧ
43	A 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.	our Corporate Governance Statement OR the fact that we follow this recommendation: Insert location here this location: ą. $\ddot{a}$	we are an externally managed entity that does not an explanation why that is so in our Corporate recommendation is therefore not applicable hold an annual general meeting and this Governance Statement OR
	PRINCIPLE 5 - MAKE TIMELY AND BALANCED DISCLOSURE
5.1	the (a) have a written policy for complying with its obligations under (b) disclose that policy or a summary of it. continuous disclosure A listed entity should: Listing Rules; and	our continuous disclosure compliance policy or a our Corporate Governance Statement OR this location: summary of it: 묘. đ	an explanation why that is so in our Corporate Governance Statement
		Insert location here
	PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	itself and its governance to investors via its website. A listed entity should provide information about	information about us and our governance on our at this location: website: N	an explanation why that is so in our Corporate Governance Statement
		mintex.com.on $\frac{1}{\sqrt{1+\left(\frac{1}{2}\right)^2}}$
6.2	investor relations program to facilitate effective two- A listed entity should design and implement an way communication with investors.	our Corporate Governance Statement OR the fact that we follow this recommendation: this location: 리. $\overline{a}$ Σ	an explanation why that is so in our Corporate Governance Statement
		Insert location here

	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed	for the whole of the period above. We have disclosed We have NOT followed the recommendation in full ÷
6.3	processes it has in place to facilitate and encourage A listed entity should disclose the policies and participation at meetings of security holders.	encouraging participation at meetings of security holders: in our Corporate Governance Statement OR our policies and processes for facilitating and Insert location here at this location: ⋝	hold periodic meetings of security holders and this we are an externally managed entity that does not an explanation why that is so in our Corporate recommendation is therefore not applicable Governance Statement OR
6.4	A listed entity should give security holders the option communications to, the entity and its security to receive communications from, and send registry electronically.	in our Corporate Governance Statement OR the fact that we follow this recommendation: Insert location here at this location: Σ	an explanation why that is so in our Corporate Governance Statement
	PRINCIPLE 7 - RECOGNISE AND MANAGE RISK
7.1	(1) has at least three members, a majority of (5) as at the end of each reporting period, the (a) have a committee or committees to oversee risk, those (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 met throughout the period and the individual times the committee đ (2) is chaired by an independent director, whom are independent directors; and $(4)$ the members of the committee; and the members (3) the charter of the committee; The board of a listed entity should: risk management framework. ъf of meetings; OR attendances each of which: and disclose: number	and the information referred to in paragraphs (4) and the fact that we have a committee or committees to oversee risk that comply with paragraphs (1) and (2): in our Corporate Governance Statement OR in our Corporate Governance Statement OR copy of the charter of the committee: [If the entity complies with paragraph (a):] MIATEX , COW. OW Insert location here Insert location here at this location: at this location: at this location: and a $\ddot{s}$ : Σ $\blacktriangleright$ P	an explanation why that is so in our Corporate Governance Statement

$\overline{\mathbf{a}}$

for the whole of the period above. We have disclosed We have NOT followed the recommendation in full		an explanation why that is so in our Corporate Governance Statement	an explanation why that is so in our Corporate Governance Statement
We have followed the recommendation in full for the whole of the period above. We have disclosed	committees that satisfy (a) and the processes we employ the fact that we do not have a risk committee or in our Corporate Governance Statement OR for overseeing our risk management framework: [If the entity complies with paragraph (b):] Insert location here at this location:	in our Corporate Governance Statement OR the fact that we follow this recommendation: Insert location here at this location: Z	how our internal audit function is structured and what in our Corporate Governance Statement OR [If the entity complies with paragraph (a):] Insert location here at this location: role it performs:	the fact that we do not have an internal audit function continually improving the effectiveness of our risk in our Corporate Governance Statement OR and the processes we employ for evaluating and management and internal control processes: [If the entity complies with paragraph (b):] Insert location here at this location:
Corporate Governance Council recommendation		(a) review the entity's risk management framework at least annually to satisfy itself that it continues to (b) disclose, in relation to each reporting period, The board or a committee of the board should: whether such a review has taken place. be sound; and 7.2	(a) if it has an internal audit function, how the (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 function is structured and what role it performs; risk management and internal control processes. A listed entity should disclose: OR 7.3

	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed	for the whole of the period above. We have disclosed We have NOT followed the recommendation in full $\colon$
7.4	material exposure to economic, environmental and A listed entity should disclose whether it has any social sustainability risks and, if it does, how it manages or intends to manage those risks.	environmental and social sustainability risks and, if we do, whether we have any material exposure to economic, in our Corporate Governance Statement OR how we manage or intend to manage those risks: NOT APPLICABLE Insert location here at this location:	an explanation why that is so in our Corporate Governance Statement
	PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1	(1) has at least three members, a majority of (5) as at the end of each reporting period, the those setting the level and composition of remuneration that such remuneration is appropriate and not met (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for for directors and senior executives and ensuring throughout the period and the individual times the committee đ (2) is chaired by an independent director, whom are independent directors; and $(4)$ the members of the committee; and (a) have a remuneration committee which: the members (3) the charter of the committee; The board of a listed entity should: of number of meetings; OR attendances and disclose: excessive.	the fact that we do not have a remuneration committee and the information referred to in paragraphs $(4)$ and the fact that we have a remuneration committee that composition of remuneration for directors and senior and the processes we employ for setting the level and in our Corporate Governance Statement OR in our Corporate Governance Statement OR and a copy of the charter of the committee: [If the entity complies with paragraph (b):] [If the entity complies with paragraph (a):] complies with paragraphs (1) and (2): COM.OW Insert location here Insert location here Insert location here WINTEX. at this location: at this location: at this location: Σ نې Σ	an explanation why that is so in our Corporate we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR
		executives and ensuring that such remuneration is

$\mathbf{a}$

÷

	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed	for the whole of the period above. We have disclosed We have NOT followed the recommendation in full ÷
		in our Corporate Governance Statement OR appropriate and not excessive: Insert location here at this location:
8.2	A listed entity should separately disclose its policies and practices regarding the remuneration of non- executive directors and other senior executives. executive directors and the remuneration of	regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior separately our remuneration policies and practices in our Corporate Governance Statement OR Insert location here at this location: executives: Σ	an explanation why that is so in our Corporate we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR
8.3	equity-based are permitted to enter into transactions (whether which limit the economic risk of participating in through the use of derivatives or otherwise) whether participants (b) disclose that policy or a summary of it. ដូ has remuneration scheme should: which policy on the scheme; and entity $\mathfrak{g}$ listed (a) have Ą	in our Corporate Governance Statement OR our policy on this issue or a summary of it: NOT APPLICABLE Insert location here at this location:	scheme and this recommendation is therefore not an explanation why that is so in our Corporate we do not have an equity-based remuneration we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR applicable OR
	ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
	externally and the listed entity for managing the affairs of (b) the role and responsibility of the board of the The responsible entity of an externally managed (a) the arrangements between the responsible entity those overseeing for Alternative to Recommendation 1.1 for listed entity should disclose: entity managed listed entities: the listed entity; arrangements. responsible	the information referred to in paragraphs (a) and (b): in our Corporate Governance Statement OR Insert location here at this location:	an explanation why that is so in our Corporate Governance Statement

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for the whole of the period above. We have disclosed We have NOT followed the recommendation in full	an explanation why that is so in our Corporate Governance Statement
We have followed the recommendation in full for the whole of the period above. We have disclosed	Alternative to Recommendations 8.1, 8.2 and 8.3 for $\vert$ the terms governing our remuneration as manager of our Corporate Governance Statement OR at this location: the entity: 크.	Insert location here
Corporate Governance Council recommendation	An externally managed listed entity should clearly disclose the terms governing the remuneration of the externally managed listed entities: manager.

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