MINREX RESOURCES LIMITED — Governance Information 2019

Sep 25, 2019

ABN 81 151 185 867

==> picture [183 x 63] intentionally omitted <==

Cor orate Governance Statement p

The Company is committed to implementing the highest standards of corporate governance. In determining what those high standards should involve the Company has considered the ASX Corporate Governance Council’s Principles of Good Corporate Governance and Recommendations .

In line with the above, the Board has set out the way forward for the Company in its implementation of its Principles of Good Corporate Governance and Recommendations. The approach taken by the board was to set a blueprint for the Company to follow as it introduces elements of the governance process. Due to the current size of the Company and the scale of its operations it is neither practical nor economic for the adoption of all of the recommendations approved via the board charter. Where the Company has not adhered to the recommendations it has stated that fact in this Corporate Governance Statement however has set out a mandate for future compliance when the size of the Company and the scale of its operations warrants the introduction of those recommendations. Date of last review and Board approval: 26 September 2019.

	Principle/ Recommendation	Compliance	Reference	Commentary
	Principle1:Lay solid foundations formanagementandoversight
	Recommendation1.1 A listed entity shoulddisclose: a) the respective roles and responsibilitiesofits board andmanagement; and b) thosemattersexpressly reservedto the board and those delegatedto management.	Yes	Board Charter & Corporate Code of Conduct, Website	The Company’s Board Charter sets out the roles and responsibilities of members of the Board. This charter can be found at Schedule 1 of the Company’s Corporate Governance plan, which is located on the Company’s website, www.minrex.com.au/company-profile/corporate-governance At present, the Company has not employed any executive management, as the size and scope of the Company’s operations has not warranted the cost of such appointments.
	Recommendation1.2 A listed entityshould: a) undertakeappropriatechecks beforeappointing a person, or putting forwardto security holders a candidate forelection,as adirector; and b) provide security holders with allmaterial informationin its possession relevant to a	Yes	Director Selection Procedure, Website	Appropriate checks are undertaken by members of the Board, prior to the appointment of any new Directors.

ABN 81 151 185 867

==> picture [183 x 63] intentionally omitted <==

				ABN 81 151 185 867
	decision on whether or not to elect orre-elect adirector.
	Recommendation1.3 A listed entity should have a writtenagreementwith each directorand senior executive settingout the terms of their appointment.	Yes	Kept at Company Secretary’s office	Formal agreements have been drawn up at time of appointment.
	Recommendation1.4 The company secretary of a listed entityshouldbe accountable directly to the board,throughthe chair,on allmattersto do with theproperfunctioning of the board.	Yes	Board Charter, Website	The Company Secretary works closely with the Board Chairman but is also available to each Board Member and each Board Member available to the Company Secretary. The Company Secretary is accountable to the Board. The Board relies on the Company Secretary for guidance on governance matters, monitoring of board policies, preparation of board papers and any other matters required by the Board. The duties provided by the Company Secretary are detailed in the agreement between the company and Mining Corporate Pty Ltd, the company providing company secretarial services. For full details of the Board and Company Secretary roles and responsibilities refer to the Board Charter.
	Recommendation1.5 A listed entityshould: a) have a diversity policy which includesrequirementsfor the board or arelevant committeeof the board to setmeasurableobjectives for achieving genderdiversity and to assess annually both the objectivesand the entity’s progress in achievingthem; b) disclose that policy or a summary ofit;and c) disclose as at the end of each reporting period the	Partial	Diversity Policy, Website	The Board has adopted a formal Gender Diversity policy, which can be found at Schedule 11 to the Company’s Corporate Governance Plan, which is located on the Company’s website. This policy contains a framework for the Company to work towards gender diversity, however, no measurable objectives have been set. The Company is committed to workplace diversity and recognises the benefits arising from employee and Board diversity, including a broader pool of high quality employees, improving employee retention, accessing different perspectives and ideas and benefiting from all available talent. As at 30 June 2019, the only female engaged by the Company is the Company Secretary. Currently, the Company has not appointed any female Directors.

ABN 81 151 185 867

==> picture [183 x 63] intentionally omitted <==

				ABN 81 151 185 867
	measurable objectivesfor achieving gender diversity set by theboardor a relevant committeeof the board in accordance with the entity’s diversity policy and its progress towards achieving them,andeither: 1) the respective proportionsofmenand women on the board, in seniorexecutive positions and acrossthe whole organisation (including howtheentity has defined “senior executive” for these purposes);or 2) if the entity is a “relevantemployer” under the Workplace Gender Equality Act, the entity’s most recent “GenderEquality Indicators”,as defined in andpublished under that Act.
	Recommendation1.6: A listed entityshould: a) have and disclose a process forperiodically evaluating the performance ofthe board, itscommitteesand individual directors;and	Yes	Board Performance Evaluation Procedure , Website	The Nomination Committee of the Company is responsible for evaluating the performance of all Directors on annual basis, as provided for in the Board Charter. During the financial year, a general review of the Board occurred to ensure structure and composition suitable to the Company’s status as a listed entity are in place.

ABN 81 151 185 867

==> picture [183 x 63] intentionally omitted <==

				ABN 81 151 185 867
	b) disclose, in relation to each reportingperiod, whether a performance evaluationwas undertaken in thereporting period in accordance with thatprocess.
	Recommendation1.7: A listed entityshould: a) have and disclose a process forperiodically evaluating the performance ofits senior executives;and b) disclose, in relation to each reportingperiod, whether a performance evaluationwas undertaken in thereporting period in accordance with thatprocess.	Not Applicable		It is the policy of the Board to conduct evaluation of individuals’ performance. The objective of this evaluation is to provide best practice corporate governance to the Company. Since inception, the Company has not employed an executive management team.
	Principle 2: Structure the board to add value
	Recommendation2.1 The board of a listed entity should: a) have a nomination committee which: 1) has at least three members, amajority of whom areindependent directors; and 2) is chaired by an independentdirector,and disclose: 3) thecharterof the committee; 4) the members of the committee;and	Yes	Nomination Committee Charter, Website	The Board of the Company has a Nomination Committee, whose members are James Ellingford, Simon Durack and Tim Wilson (Chair) until Mr Wilson’s resignation as a Director of the Company, effective 20 May 2019. Mr Costa Tsesmelis has been appointed as a Non-Executive Director of the Company on 15 April 2019, and will take on the role of the Chair of Nomination Committee. James Ellingford and Costa Tsesmelis are considered as an independent Directors. Attendance at this committee’s meeting is recorded in the Directors’ Report in the Company’s 2019 Annual Report. A copy of its Charter can be found at Schedule 5 of the Company’s Corporate Governance Plan, which is located on the Company’s website.

ABN 81 151 185 867

==> picture [183 x 63] intentionally omitted <==

				ABN 81 151 185 867
	5) as at the end of each reporting period,the number of times the committee met throughoutthe period andtheindividual attendances of the membersat those meetings;or b) if it does not have a nominationcommittee, disclose that fact and the processesitemploys to address boardsuccession issues and to ensure that the board hasthe appropriate balance of skills,knowledge, experience, independence anddiversityto enable it to discharge its dutiesand responsibilitieseffectively.
	Recommendation2.2 A listed entity should have and disclose aboardskills matrix setting out the mix of skillsand diversity that the board currently has orislooking to achieve in its membership.	Yes	Nomination Committee Charter, Website	Refer to the Nomination Committee Charter.
	Recommendation2.3 A listed entity shoulddisclose: a) the names of thedirectors considered by the board to be independentdirectors; b) if adirectorhas aninterest, position, association or	Yes	Board Charter, Website	The Company recognises the importance of Non-Executive Directors and the external perspective and advice that Non-Executive Directors can offer. An Independent Director: 1. is a Non-Executive Director, and; 2. within the last three years has not been employed in an executive capacity by the Company or another group member, or been a Director after ceasing to hold any such employment; 3. within the last three years has not been a principal of a material professional adviser or a material consultant to the Companyor anothergroupmember,or an employee materially

ABN 81 151 185 867

==> picture [183 x 63] intentionally omitted <==

				ABN 81 151 185 867
	relationship of the type described in Box 2.3 but the board isofthe opinion that it does notcompromisethe independence of thedirector, thenature of theinterest, position,associationor relationship in question and anexplanation of why the board is ofthatopinion;and c) the length of service of each director.			associated with the service provided; 4. is not a material supplier or customer of the Company or another group member, or an officer of or otherwise associated directly or indirectly with a material supplier or customer; 5. is not a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a substantial shareholder of the Company; 6. has no material contractual relationship with the Company or other group member other than as a Director of the Company; 7. is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the Director’s ability to act in the best interests of the Company; 8. is free from any close family ties with any person who falls within the categories described above; and 9. has not served on the Board for a period which could, or could reasonably be perceived to, materially interfere with the Director’s ability to act in the best interests of the Company. The Company considers that James Ellingford and Costa Tsesmelis are the independent directors. Simon Durack has served on the Board since the Company was incorporated in May 2011 and is not considered to be an independent director. Tim Wilson was not considered to be an independent director due to Mr Wilson’s directorship position with the Company’s corporate advisor. The length of service of each board member is: 1. _James Ellingford(appointed 3 November 2017) _2. _Simon Durack(appointed 30 May 2011) _3. _Tim Wilson(appointed 27 November 2017; resigned 20 May 2019) _4. _Costa Tsesmelis(appointed 15 April 2019)._
	Recommendation2.4 A majority of the board of a listed entityshouldbe independent directors.	Yes	N/A	The Board currently comprises a total of 3 directors, of whom 2 are independent. As such, independent directors are currently in the majority. The Board does not currently consider an independent majority of the Board to be appropriate given the nature and size of the Company and the related party/vendor stake of some directors. The Companywill keepthisprinciple under review and will change over time as required.

ABN 81 151 185 867

==> picture [183 x 63] intentionally omitted <==

				ABN 81 151 185 867
	Recommendation2.5 The chair of the board of a listed entityshouldbe an independent directorand, inparticular,should not be the same person as the CEOoftheentity.	Yes	N/A	The current Chairman of the Board is James Ellingford, who is an independent director and not the CEO.
	Recommendation2.6 A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively.	Yes	Director Induction Program (Internal documents)	All current Board members are experienced company Directors, with many years of commercial experience and hold relevant qualifications. Each member of the Board adheres to professional development. All new Directors are formally briefed and inducted into the Company.
	Principle 3: Act ethically and responsibly
	Recommendation3.1 A listed entityshould: a) have a code of conduct for its directors,senior executives and employees;and b) disclose that code or a summary ofit.	Yes	Code of Conduct, Website	The Board has established a formal Corporate Code of Conduct, which can be found at Schedule 2 of the Company’s Corporate Governance Plan, located on the Company’s website. The Company’s Corporate Code of Conduct provides a framework for decisions and actions in relation to ethical conduct in employment. It underpins the Company’s commitment to integrity and fair dealing in its business affairs and to a duty of care to all employees, clients and stakeholders.
	Principle 4: Safeguard integrity in corporate reporting
	Recommendation4.1	Yes	Audit and Risk Committee	The Company has established an Audit and Risk Committee. The role of the Audit and Risk Committee is to assist the Board in monitoring and reviewing any matters of significance affecting financial reportingand compliance.

ABN 81 151 185 867

==> picture [183 x 63] intentionally omitted <==

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 independentdirector, who is not the chair of theboard, anddisclose: 3) thecharterof the committee; 4) the relevant qualifications and 5) experience of the members ofthe committee; and 6) in relation to each reporting period, the number of times the committeemet throughoutthe period andtheindividual attendances of the membersat 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		Charter, Website	The Audit and Risk Committee is made up of Simon Durack (Chair), James Ellingford and Costa Tsesmelis. Tim Wilson was a member of the Audit and Risk Committee until his resignation date, 20 May 2019. Costa Tsesmelis was appointed as a Director on 15 April 2019. James Ellingford and Costa Tsesmelis are independent directors. The Chair of the committee, Simon Durack is not an independent director and consequently the majority of independent directors on the Committee is consistent with the Corporate Governance Council recommendations. Should additional directors be appointed, the composition of the committee may change. The qualifications and experience of these committee members is outlined in the Directors’ Report, contained in this Annual Report. Directors’ attendance at committee meetings is also detailed in the Directors’ Report. The Charter of the Audit and Risk Committee can be found at Schedule 3 of the Company’s Corporate Governance Plan, located on the Company’s website.

ABN 81 151 185 867

==> picture [183 x 63] intentionally omitted <==

				ABN 81 151 185 867
	the processes for the appointment and removal of the external auditor and the rotation of the audit engagementpartner.
	Recommendation4.2 The board of a listed entity should, beforeitapproves the entity’s financialstatementsfor a financial period, receive from itsCEOand CFO a declaration that, in their opinion, thefinancialrecords of the entity have beenproperly maintained and that the financial statementscomply with the appropriate accountingstandards and give a true and fair view of thefinancial position and performanceof theentityand that the opinion has been formed onthebasis of a sound system of riskmanagementand internal control which isoperating effectively.	Yes	Kept at Company Secretary’s office	A section 295A declaration is received by the Board prior to its approval every year of the Company’s Annual Financial Statements. .
	Recommendation4.3 A listed entity that has an AGM shouldensurethat its external auditor attends its AGMandis available to answer questions from securityholders relevant to the audit.	Yes	AGM	In accordance with Section 250RA for the Corporations Act 2001, the external auditor is required to attend every AGM for the purpose of answering questions from security holders relevant to the audit. The Company is audited by PKF Perth.
	Principle 5: Make timely and balanced disclosure
	Recommendation5.1 A listed entityshould:	Yes	Continuous Disclosure Policy,Website	The Board has developed a Continuous Disclosure policy which is designed to ensure compliance with the ASX Listing Rules and ensure accountability at a Board level for compliance. This policy can be found at Schedule 7 of the Company’s Corporate Governance Plan,located on the Company’s

ABN 81 151 185 867

==> picture [183 x 63] intentionally omitted <==

				ABN 81 151 185 867
	a) have a written policy for complying withitscontinuous disclosure obligationsunder the Listing Rules;and b) disclose that policy or a summaryofit.			website.
	Principle 6: Respect the rights of security holders
	Recommendation6.1 A listed entity should provide information aboutitself and its governance to investors viaits website.	Yes	Shareholder Communication Strategy, Website	The Board of the Company has developed a Shareholder Communications Strategy, which can be found at Schedule 10 of the Corporate Governance Plan, which can be found on the Company’s website.
	Recommendation6.2 A listed entity should design and implementaninvestor relations programto facilitateeffectivetwo- waycommunicationwith investors.	Yes	Continuous Disclosure and Shareholder Communication Strategy, Website	The Company respects the rights of its shareholders and to facilitate the effective exercise of those rights the Company is committed to:  communicating effectively with shareholders through releases to the market via ASX, information mailed to shareholders and the general meetings of the Company;  giving shareholders ready access to balanced and understandable information about the Company and corporate proposals;  requesting the external auditor to attend the annual general meeting and be available to answer shareholder questions about the conduct of the audit and the preparation and content of the auditor’s report of future Annual Reports. The Company also makes available a telephone number and email address for shareholders to make enquiries of the Company.
	Recommendation6.3 A listed entity should disclose the policiesand processes it has in place to facilitateandencourage participationat meetings of security holders.	Yes	Continuous Disclosure and Shareholder Communication Strategy, Website	The Company respects the rights of its shareholders and to facilitate the effective exercise of those rights the Company is committed to making it easy for shareholders to participate in general meetings of the Company and ensuring the attendance of the external auditor at the annual general meeting to answer shareholder questions about the conduct of the audit and the preparation and content of the auditor’s report.
	Recommendation6.4 A listed entity should give security holderstheoption to receive communicationsfromandsend	Yes	Continuous Disclosure and Shareholder Communication	All new shareholders receive correspondence which allows them to elect to receive communications electronically. An election form is also sent to all shareholders periodically. Additionally, a shareholder can, at any time, contact Company’s share registrars to make this election.

ABN 81 151 185 867

==> picture [183 x 63] intentionally omitted <==

				ABN 81 151 185 867
	communicationsto, the entity and itssecurityregistry electronically.		Strategy, Website
	Principle 7: Recognise and manage risk
	Recommendation7.1 The board of a listed entity should: a) have acommitteeor committeestooverseerisk, each ofwhich: 1) has at least three members, amajority of whom areindependent directors; and 2) is chaired by an independentdirector,and disclose: 3) thecharterof 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 throughoutthe period andtheindividual attendances of the membersat those meetings;or b) if it does not have a risk committeeorcommittees that satisfy (a) above,disclose that fact and the processes it employsforoverseeingthe	Yes	Audit and Risk Committee Charter, Website	The Board has established a risk management policy which is included in the Company’s Corporate Governance Plan, which can be found on the Company’s website. It is the responsibility of the Audit & Risk Committee to implement the risk management system. The Audit and Risk Committee is made up of Simon Durack (Chair), James Ellingford and Costa Tsesmelis. Tim Wilson was a member of the Audit and Risk Committee until his resignation date, 20 May 2019. Costa Tsesmelis was appointed as a Director on 15 April 2019. James Ellingford and Costa Tsesmelis are independent directors. The Chair of the committee, Simon Durack is not independent director and consequently the majority of independent directors on the Committee is consistent with the Corporate Governance Council recommendations Should additional directors be appointed, the composition of the committee may change. The Charter for this committee can be found at Schedule 3 of the Company’s Corporate Governance Plan, which can be found on the Company’s website. Attendance at these committee meetings can be found in the Directors’ Report in this Annual Report of the Company.

ABN 81 151 185 867

==> picture [183 x 63] intentionally omitted <==

				ABN 81 151 185 867
	entity’s riskmanagement framework.
	Recommendation7.2 The board or acommitteeof the boardshould: a) review the entity’s risk managementframeworkat least annually to satisfyitself that it continues to be sound; and b) disclose, in relation to each reportingperiod, whether such a review hastaken place.	Yes	Audit and Risk Committee Charter, Website	The Board is responsible for overseeing and approving risk management strategy and policies, internal compliance and internal control. The Board has delegated to the Audit and Risk Committee responsibility for implementing the risk management system and monitors the effectiveness of management systems and reports on them. A review of these systems occurs twice yearly at half year and annual reporting periods.
	Recommendation7.3 A listed entity shoulddisclose: a) if it has an internal audit function,howthe function is structuredand what roleit performs; or b) if it does not have an internal auditfunction, that fact and the processesitemploys for evaluating and continually improving the effectiveness of itsriskmanagementand internalcontrolprocesses.	Yes	Audit and Risk Committee Charter, Website	The Company is not of the size or scale to warrant the cost of an internal audit function. This function is overseen by the Audit & Risk Committee, which is laid out in the Charter of this committee, which can be found at Schedule 3 of the Company’s Corporate Governance Plan, located on the Company’s website.
	Recommendation7.4 A listed entity should disclose whether ithasany material exposure toeconomic, environmental and social sustainabilityrisks and, if it does, how it manages or intendsto manage thoserisks.	Yes	Corporate Governance Statement	The Company is not exposed to any material economic, environmental and social sustainability risks.

ABN 81 151 185 867

==> picture [183 x 63] intentionally omitted <==

	Principle 8: Remunerate fairly and responsibly	Principle 8: Remunerate fairly and responsibly
	Recommendation8.1 The board of a listed entity should: a) have aremuneration committee which: 1) has at least three members, amajority of whom areindependent directors; and 2) is chaired by an independentdirector, anddisclose: 3) thecharterof 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 andthe processes it employs for settingthelevel and composition ofremuneration fordirectorsand senior executivesandensuring that suchremuneration is	Yes	Remuneration and Nomination Committee Charters, Website	The Board has established a Remuneration Committee which is comprised of James Ellingford (Chairman), Simon Durack, Costa Tsesmelis and Tim Wilson, until his resignation date, 20 May 2019. Costa Tsesmelis was appointed as a Director on 15 April 2019. Two members of this committee are independent directors. The Remuneration Committee Charter is disclosed in Schedule 4 of the Company’s Corporate Governance Plan, which can be found on the Company’s website. Attendance details of the meetings of this committee, can be found in the Directors’ Report in this Annual Report.

ABN 81 151 185 867

==> picture [183 x 63] intentionally omitted <==

				ABN 81 151 185 867
	appropriateand not excessive.
	Recommendation8.2 A listed entity should separately discloseitspolicies and practices regardingthe remunerationof non-executivedirectors andthe remunerationof executive directors andother senior executives.	N/A	-	The Company does not differentiate between the remuneration of the executive and non-executive directors. No senior executives are employed by the Company. Details of the remuneration of the Directors of the Company, can be found in the Remuneration Report in this Annual Report.
	Recommendation 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 summaryof it.	N/A	-	The Company does not operate an equity-based remuneration scheme.