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MLG OZ LIMITED Governance Information 2021

Oct 21, 2021

65343_rns_2021-10-21_5307af04-2f9b-4104-a8c0-44588f2d4493.pdf

Governance Information

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CORPORATE GOVERNANCE STATEMENT 2021

The board (“Board”) of MLG Oz Limited (“Company”) is committed to ensuring that the Company’s obligations and responsibilities to its various stakeholders are fulfilled through its corporate governance practices. The directors of the Company (“Directors”, being either “Non-Executive Directors” or Executive Directors”) undertake to perform their duties with honesty, integrity, care and due diligence, to act in good faith in the best interests of the Company in a manner that reflects the highest standards of corporate governance.

The Company’s Board are committed to a high standard of corporate governance practices, ensuring that the Company complies with the Corporations Act 2001 (Cth), ASX Listing Rules, Company Constitution and other applicable laws and regulations.

Corporate Governance Compliance

This Corporate Governance Statement discloses the extent to which the Company has, for the reporting period of 30 April 2021 (the date the Company was admitted to the official list of the ASX) to 30 June 2021, followed the recommendations set by the ASX Corporate Governance Council’s Principles and Recommendations – 4[th] Edition (“Principles and Recommendations”). The Recommendations are not mandatory however, where, after due consideration, the Company’s corporate governance practices depart from a recommendation, the Board has offered full disclosure and reason for adoption of its own practice, in compliance with the “if not, why not” regime.

Copies of all the charters and policies referred to in this Statement are available under the Investor Centre/Corporate Governance section of the Company’s website (www.mlgoz.com.au).

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CORPORATE GOVERNANCE STATEMENT 2021 (CONT’D)

Principle ASX Recommendation Conform Disclosure
(Y/N)
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.
Y The Board Charter details the functions and responsibilities of the Board and
management, including matters reserved for the Board. The Board Charter is
included in the Corporate Governance section of the Company’s website.
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.
Y The Company has a combined Remuneration and Nomination Committee.
The duties that fall to the nomination committee under the Company’s
Nomination Committee Charter are included in the Corporate Governance
section of the Company’s website.
The role of the Remuneration and Nomination Committee is to identify and
recommend candidates to fill casual vacancies and to determine the
appropriateness of Director nominees for election to the Board. The
Remuneration and Nomination Committee Charter requires the Board to
make appropriate background checks prior to recommending a candidate for
election or re-election as a Director. The Board must identify and recommend
candidates only after considering the necessary and desirable competencies
of new Board members to ensure the appropriate mix of skills and experience
and after an assessment of how the candidate can contribute to the strategic
direction of the Company.
The Remuneration and Nomination Committee Charter also requires the
Board to ensure appropriate background checks are undertaken for all senior
executive candidates.
All material information relevant to whether or not to elect or re-elect a
Director will be provided to the Company’s shareholders as part of the Notice
of Meeting and explanatory memorandum for the relevant meeting of
shareholders which addresses the election or re-election of a Director.

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Principle ASX Recommendation Conform Disclosure
(Y/N)
1.3 A listed entity should have a written agreement with each
Director and senior executive setting out the terms of their
appointment.
Y The Remuneration and Nomination Committee Charter, which is included in
the Corporate Governance section of the Company’s website, requires the
Company to have a written agreement with each Director and senior
executive setting out the terms of their engagement.
Each Non-Executive Director has signed a letter of appointment. Each
Executive Director has signed an executive service agreement. Each senior
executive has signed an employment agreement.
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.
Y The Company Secretary is accountable to the Board, through the Chair, on all
governance matters and reports directly to the Chair as the representative of
the Board. The Company Secretary has primary responsibility for ensuring
that the Board processes and procedures run efficiently and effectively.
Details are contained in Clause 8.4 of the Board Charter which is included in
the Corporate Governance section of the Company’s website.

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Principle ASX Recommendation Conform Disclosure Disclosure Disclosure Disclosure
(Y/N)
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:
i. 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
ii. 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.
N The Company has adopted a Diversity Policy which is included in the
Corporate Governance section of the Company’s website. The Company
recognises that a diverse and talented workforce is a competitive advantage
and encourages a culture that embraces diversity. The Board has not yet
adopted any measurable objectives for achieving general diversity at the
Company but will review the need for measurable objectives on a regular
basis.
The respective proportions of men and women on the Board in senior
executive positions and across the whole organisation as at the end of the
reporting period are set out in the following table. “Senior executive” for these
purposes refers to Key Management Personnel (excluding Board members)
and those executives in a ‘General Manager’ role:
Category
Total
Number of
women
% women
Whole organisation (including
Board and senior executives)
669
56
8.37%
Board
4
1
25%
Senior executives (excluding
Board)
5
0
0%
Category Total Number of
women
% women
Whole organisation (including
Board and senior executives)
669 56 8.37%
Board 4 1 25%
Senior executives (excluding
Board)
5 0 0%
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.
Y The Board Charter, which is included in the Corporate Governance section of
the Company’s website, details the process for evaluating the Board, its
Committees and individual Directors. The assessment process which may be
used by the Board is that each Director completes a questionnaire relating to
the role, composition, procedures, practices and behaviour of the Board and
its members. An independent third-party consultant may be used to facilitate
the assessment.
Performance evaluations were not completed during the reporting period, the
Company intends to complete performance evaluations in respect of the
Board, its committees and individual Directors for each future financial year in
accordance with the above process.

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Principle ASX Recommendation Conform Disclosure
(Y/N)
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.
Y The Remuneration and Nomination Committee Charter provides that the
Committee will oversee the processes for the performance evaluation of the
executives reporting to the CEO and Managing Director and review the results
of that performance evaluation process. The Board is responsible for
reviewing the performance of the CEO and Managing Director.
In relation to the performance of senior executives, after the end of the
reporting period, the Remuneration and Nomination Committee will receive
reports of the outcome of the executive performance evaluation processes.
These will subsequently be considered by the Board. The executive
evaluation processes will involve, among other things, assessing the
performance of executives against their specific performance objectives as
well as the Company’s overall performance on a range of measures (including
financial and specific key performance indicators).
Principle 2: Structure the board to 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.
Y The Company has established a combined Remuneration and Nomination
Committee which comprises independent Non-Executive Directors Garret
Dixon, Jim Walker and Anna Neuling. Mr Dixon is the chair of the
Remuneration and Nomination Committee, who is considered by the Board to
be an independent Director and is not the chair of the Board.
The Remuneration and Nomination Committee Charter is included in the
Corporate Governance section of the Company’s website.
The Company discloses the qualifications, experience and attendance at
committee meetings of the members of the Remuneration and Nomination
Committee annually in the Company’s Directors’ Report as part of the Annual
Report.

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Principle ASX Recommendation Conform Disclosure
(Y/N)
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.
Y The Board, having regard to the current size of the Company and its current
strategies, has adopted a skills matrix setting out the mix of skills and diversity
that the Board is looking to achieve in its membership at this time. The Board
also has regard to the attributes and personal qualities of Directors, including
the ability of individual Directors to contribute effectively to the functioning of
the Board and a commitment to the Company’s values and its Code of
Conduct. For persons being considered for appointment to the Board, the
Board will seek to identify whether the person has a demonstrated or
assessed ability to work in a collegiate environment along with the ability,
where necessary, to express a dissenting view objectively and constructively.
The Board considers that each Non-Executive Director possesses these
attributes.
The current Board skills matrix is included at Appendix A.
2.3 A listed entity should disclose:
a) the names of the directors considered by the board to
be independent;
b) if a director has an interest, position 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.
Y At the date of this Statement, the Board comprises four Directors. A majority
of the Board is comprised of independent Non-Executive Directors.
Name
Role
Independent
Date appointed
Jim Walker
Non-Executive
Chair
Yes
20/01/2021
Murray Leahy
Managing
Director
No
28/10/2002
Anna Neuling
Non-Executive
Director
Yes
23/03/2021
Garret Dixon
Non-Executive
Director
Yes
23/03/2021
The Board has assessed each Non-Executive Director to be independent. In
assessing independence, the Board has had regard to the factors set out in
the ASX Principles and Recommendations.
2.4 A majority of the board of a listed entity should be
independent directors.
Y Refer 2.3.
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.
Y The Chair, Jim Walker, is an independent Non-Executive Director. He does
not perform the role of CEO of the Company (which position is currently held
by Murray Leahy).

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Principle ASX Recommendation Conform Disclosure
(Y/N)
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.
Y The Board Charter contemplates that new Directors will be provided with an
induction programme to assist them in becoming familiar with the Company,
its managers and its business following their appointment. The induction
programme involves, among other things, meetings with members of the
Board and the executive team and briefings on the Company’s operations and
relevant business matters.
Directors may, with the approval of the Chair, undertake appropriate
professional development opportunities (at the expense of the Company) to
maintain their skills and knowledge needed to perform their role.
The Board and the executive team have adopted processes to ensure that the
Board is briefed on developments relevant to the Company and the markets in
which it operates.
Principle 3: Act ethically and responsibly
3.1 A listed entity should articulate and disclose its values. Y The Board has endorsed a Statement of Values for the Company. The
Statement of Values is included in the Corporate Governance section of the
Company’s website.
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.
Y The Board has approved the adoption by the Company of a formal Code of
Conduct which outlines how the Company expects its employees to behave
and conduct business in the workplace. The Code of Conduct applies to all
employees, regardless of employment status or work location. In addition, the
Directors, in the Board Charter, have committed to abiding by the Code of
Conduct as it applies to the Board. The Code of Conduct is included in the
Corporate Governance section of the Company’s website.
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
Y The Company has formulated a Whistleblower Policy, which is included in the
Corporate Governance section of the Company’s website.
Any material breaches of the Whistleblower Policy are to be reported to the
Board or a committee of the Board.

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Principle ASX Recommendation Conform Disclosure
(Y/N)
3.4 A listed entity should:
a) have and disclose an anti-bribery and corruption
policy; and
b) ensure that the board or a committee of the board is
informed of any material breaches of that policy
Y As with any organisation, involvement in bribery and corruption by staff
members is a risk. Such behaviour is not tolerated within the Company and is
inconsistent with its values and culture. The Company is committed to acting
professionally, fairly and with integrity in all our business dealings and
relationships. Accordingly, the Company applies a zero-tolerance approach
to bribery and corruption by adopting a Code of Conduct which covers anti-
bribery and corruption for all levels of staff, including Directors.
Management intends that material breaches of the Code of Conduct will be
reported to the Audit & Risk Committee and the Board.
Principle 4: Safeguard integrity in financial reporting
4.1 The board of a listed entity should:
a) have an audit committee which:
1) has at least three members, all of whom are non-
executive directors and a majority of whom are
independent directors; and
2) is chaired by an independent director, who is not
the chair of the board,
and disclose:
3) the 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.
Y The Company has established a combined Audit and Risk Committee which
comprises independent Non-Executive Directors Anna Neuling, Garret Dixon
and Jim Walker. Ms Neuling is the chair of the Audit and Risk Committee, who
is considered by the Board to be an independent Director and is not the chair
of the Board.
The Audit and Risk Committee Charter is included in the Corporate
Governance section of the Company’s website.
The Company discloses the qualifications, experience and attendance at
committee meetings of the members of the Audit and Risk Committee
annually in the Company’s Directors’ Report as part of the Annual Report.

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Principle ASX Recommendation Conform Disclosure
(Y/N)
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.
Y The Company’s Audit and Risk Committee Charter, which is included in the
Corporate Governance section of the Company’s website, states that the
CEO and CFO are to provide a written declaration on these terms.
The Company obtains a sign off on these terms for each of its financial
statements in each financial year.
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.
Y The Company provides interim updates of the Company’s progress across all
areas of the business, including select financial information. The CEO is
responsible for all such updates which are reviewed by the Board. Individual
components are also reviewed by senior management with responsibility for
the specific component subject matter. The financial information is compiled
by the CFO in accordance with generally accepted accounting practices.
The full Board reviews all material market announcements prior to their
release. All material market announcements are promptly provided to all
Directors.
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.
Y The Company has adopted a Continuous Disclosure Policy, which is included
in the Corporate Governance section of the Company’s website. The Policy is
designed to guide compliance with ASX Listing Rules disclosure
requirements, and to ensure all Directors, senior executives and employees of
the Company understand their responsibilities under the Policy.
5.2 A listed entity should ensure that its board receives copies
of all material market announcements promptly after they
have been made.
Y All material market announcements are provided to all Directors promptly after
release.
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.
Y All substantive investor or analyst presentations are released on the ASX
market announcements platform ahead of such presentations.

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Principle ASX Recommendation Conform Disclosure
(Y/N)
Principle 6: Respect the rights of shareholders
6.1 A listed entity should provide information about itself and
its governance to investors via its website.
Y The Company’s website provides information about the Company, its
corporate governance, financial performance and prospects. Investors are
able to access copies of all announcements to the ASX on the Company’s
website (https://www.mlgoz.com.au/investor-centre/asx-announcements/).
6.2 A listed entity should have an investor relations program
that facilitates effective two-way communication with
investors.
Y The Company has a Shareholder Communication Policy, which is included in
the Corporate Governance section of the Company’s website.
The Board’s aim is to ensure that shareholders are provided with sufficient
information to assess the performance of the Company and that they are
informed of all major developments affecting the affairs of the Company.
The Company is required by law to communicate to shareholders through the
lodgement of all relevant financial and other information with ASX and, in
some instances, mailing information to shareholders. Information (including
information released to ASX) is published on the Company’s website. The
Company’s website also contains information about it, including media
releases, key policies and the charters of the Board committees.
6.3 A listed entity should disclose the policies and processes it
has in place to facilitate and encourage participation at
meetings of security holders.
Y The Company has a Shareholder Communication Policy, which is included in
the Corporate Governance section of the Company’s website. Generally, the
Board will aim to hold general meetings in or near the central business district
of Perth or Kalgoorlie and/or will conduct / broadcast meetings in a virtual
venue as permitted under the regulatory framework.
Shareholders will be provided with notice of shareholder meetings (either
electronic or by hard copy) in advance of scheduled meetings. Shareholders
have an opportunity to ask questions at the meeting. In addition, shareholders
can submit questions in advance of a meeting.
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.
Y In accordance with ASX guidance, all Listing Rule resolutions and all
substantive resolutions are decided by a poll rather than by a show of hands.
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.
Y The Company encourages shareholders to receive communications from it
and its share registrar electronically and provides details for shareholders to
send electronic communications and to have them actioned appropriately.

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Principle ASX Recommendation Conform Disclosure
(Y/N)
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.
Y The Company has established a combined Audit and Risk Committee which
comprises independent Non-Executive Directors Anna Neuling, Garret Dixon
and Jim Walker. Ms Neuling is the chair of the Audit and Risk Committee, who
is considered by the Board to be an independent Director and is not the chair
of the Board.
The Audit and Risk Committee Charter is included in the Corporate
Governance section of the Company’s website.
The Company discloses the qualifications, experience and attendance at
committee meetings of the members of the Audit and Risk Committee
annually in the Company’s Directors’ Report as part of the Annual Report.

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Principle ASX Recommendation Conform Disclosure
(Y/N)
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.
Y The Board is responsible for overseeing the establishment of and approving
risk management strategies, policies, procedures and systems of the
Company, and is supported in this area by the Audit and Risk Committee. A
comprehensive review of the Company’s risk framework was undertaken in
relation to the preparation of the Company’s initial public offer prospectus
(refer to section 5 ‘Risk Factors’ of the Company’s prospectus dated 1 April
2021).
As part of the risk management framework, processes have been introduced
to identify, assess, monitor and review the Company’s key risks and to
document and monitor the Company’s other risks. In addition, regular
processes have been introduced involving the senior executives and other
employees to help identify, assess, monitor and review the Company’s key
risks. In connection with its responsibilities for risk management, the Audit and
Risk Committee receives reports from management on the risk management
system, key risks and the related risk treatment plans as well as information
on critical events that may arise throughout the year.
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.
Y The Company does not have a formalised internal audit function but has
processes for evaluating and continually improving the effectiveness of risk
management and internal financial control processes.
To evaluate and continually improve the effectiveness of the Company’s risk
management and internal control processes, the Board relies on ongoing
reporting and discussion of the management of material business risks. These
processes are implemented, overseen and assessed by the management
team, the Chief Financial Officer, the CEO and Managing Director, and the
Audit and Risk Committee.

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Principle ASX Recommendation Conform Disclosure
(Y/N)
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.
Y The Company is subject to a number of environmental and social risks typical
of those associated with an entity engaged in providing services to the mining
industry. A Health, Safety, Environment and Community Committee has been
established to assist the Board in discharging its overall responsibilities in
relation to health, safety, environment and community matters arising out of
the Company’s activities as they may affect employees, contractors, the
environment and the local communities in which it operates.
This Committee has adopted a Charter which has been approved by the
Board, which is included in the Corporate Governance section of the
Company’s website. The Charter provides for the Committee to comprise at
least four members, three of whom will be Non-Executive Directors and one of
whom will be the Managing Director and CEO.
The Committee is to meet as frequently as required but not less than four
times a year.

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Principle ASX Recommendation Conform Disclosure
(Y/N)
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.
Y The Company has established a combined Remuneration and Nomination
Committee which comprises independent Non-Executive Directors Garret
Dixon, Jim Walker and Anna Neuling. Mr Dixon is the chair of the
Remuneration and Nomination Committee, who is considered by the Board to
be an independent Director and is not the chair of the Board.
The Remuneration and Nomination Committee Charter is included in the
Corporate Governance section of the Company’s website.
The Company discloses the qualifications, experience and attendance at
committee meetings of the members of the Remuneration and Nomination
Committee annually in the Company’s Directors’ Report as part of the Annual
Report.
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.
Y The Company’s Remuneration Report, included as part of its Directors’
Report, describes the Company’s remuneration policies and practices as well
as providing details for each Director and those executives considered to be
members of the Company’s key management personnel.
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.
Y The Company’s Securities Trading Policy, which is included in the Corporate
Governance section of the Company’s website, provides that persons subject
to that policy (including Directors and executive team members) must not
engage in transactions designed to hedge their exposure to the Company’s
shares.

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Principle ASX Recommendation Conform Disclosure
(Y/N)
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.
N/A N/A
9.2 A listed entity established outside Australia should ensure
that meetings of security holders are held at a reasonable
place and time
N/A N/A
9.3 A listed entity established outside Australia, and an
externally managed listed entity that has an AGM, should
ensure that its external auditor attends its AGM and is
available to answer questions from security holders
relevant to the audit
N/A N/A

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APPENDIX A

Board Skills Matrix

Collectively, the Board has those skills and other relevant experience that it considers is appropriate for the effective governance of the Company. The matrix, and the extent to which those skills are represented on the Board collectively among the Directors, are set out below:

Skill or experience Number of
Directors
Experience as a non-executive director of other ASX-listed entities 3
Held CEO or similarposition in a similar organisation 2
Risk management experience 4
Knowledge and experience in information technologystrategyandgovernance 3
Experience in strategic human resource management 3
Abilityto think strategically 4
Knowledge and experience in bestpractice corporategovernance for ASX listed companies 3
Qualifications or experience in accountingand/or finance 3
Knowledge and experience in investor relations 4
Knowledge and experience in occupational health and safetymanagement 3
Qualifications or experience in miningservices operations 3
Qualifications or experience ingeology/ mining 4
Qualifications or experience in corporate and/or miningservices specific legal matters 4
Effective listener and communicator 4
Preparedness to askquestions and challenge management /peer directors in a constructive way 4
Contributor and teamplayer 4
Critical and innovative thinker 4
Leadershipskills 4

Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

MLG Oz Limited

ABN/ARBN
53 102 642 366
Financial year ended:
53 102 642 366 30 June 2021

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

☒ Attached to this Appendix 4G after the Annexure This URL on our ☒ www.mlgoz.com.au/investor-centre/corporate-governance/ website:

The Corporate Governance Statement is accurate and up to date as at 24 August 2021 and has been approved by the board.

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

Date: 20 October 2021 Name of authorised officer Dennis Wilkins authorising lodgement: Company Secretary

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 fullfor the whole 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.mlgoz.com.au/investor-centre/corporate-governance/

set out in our Corporate Governance StatementOR

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 StatementOR

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 StatementOR

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 fullfor the whole 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:
www.mlgoz.com.au/investor-centre/corporate-governance/
and we have disclosed the information referred to in paragraph (c)
at:
our Corporate Governance Statement
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 StatementOR

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:
www.mlgoz.com.au/investor-centre/corporate-governance/ and in
our Corporate Governance Statement
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process at:
our Corporate Governance Statement

set out in our Corporate Governance StatementOR

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 fullfor the whole 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:
www.mlgoz.com.au/investor-centre/corporate-governance/ and in
our Corporate Governance Statement
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process at:
our Corporate Governance Statement

set out in our Corporate Governance StatementOR

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 fullfor the whole 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:
www.mlgoz.com.au/investor-centre/corporate-governance/
and the information referred to in paragraphs (4) and (5) at:
the Company’s 2021 Annual Report at www.mlgoz.com.au/investor-
centre/annual-reports/
[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 StatementOR

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:
our Corporate Governance Statement

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable
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:
our Corporate Governance Statement
and, where applicable, the information referred to in paragraph (b)
at:
our Corporate Governance Statement
and the length of service of each director at:
our Corporate Governance Statement and the Company’s 2021
Annual Report at www.mlgoz.com.au/investor-centre/annual-reports/

set out in our Corporate Governance Statement

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 fullfor the whole 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
2.4 A majority of the board of a listed entity should be independent
directors.

set out in our Corporate Governance StatementOR

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 StatementOR

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 StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable
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:
www.mlgoz.com.au/investor-centre/corporate-governance/

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:
www.mlgoz.com.au/investor-centre/corporate-governance/

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:
www.mlgoz.com.au/investor-centre/corporate-governance/

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:
www.mlgoz.com.au/investor-centre/corporate-governance/

set out in our Corporate Governance Statement

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 fullfor the whole 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:
www.mlgoz.com.au/investor-centre/corporate-governance/
and the information referred to in paragraphs (4) and (5) at:
the Company’s 2021 Annual Report at www.mlgoz.com.au/investor-
centre/annual-reports/
[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 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 fullfor the whole 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:
www.mlgoz.com.au/investor-centre/corporate-governance/

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:
www.mlgoz.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:
www.mlgoz.com.au/investor-centre/corporate-governance/ and in
our Corporate Governance Statement

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
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

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 fullfor the whole 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 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:
www.mlgoz.com.au/investor-centre/corporate-governance/
and the information referred to in paragraphs (4) and (5) at:
the Company’s 2021 Annual Report at www.mlgoz.com.au/investor-
centre/annual-reports/
[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:
our Corporate Governance Statement

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 fullfor the whole 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:
our Corporate Governance Statement

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:
our Corporate Governance Statement
and, if we do, how we manage or intend to manage those risks at:
our Corporate Governance Statement

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 fullfor the whole 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:
www.mlgoz.com.au/investor-centre/corporate-governance/
and the information referred to in paragraphs (4) and (5) at:
the Company’s 2021 Annual Report at www.mlgoz.com.au/investor-
centre/annual-reports/
[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 StatementOR

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:
the Company’s 2021 Annual Report at www.mlgoz.com.au/investor-
centre/annual-reports/

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:
www.mlgoz.com.au/investor-centre/corporate-governance/

set out in our Corporate Governance StatementOR

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

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

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 fullfor the whole 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 StatementOR

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 StatementOR

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 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 fullfor the whole 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 13

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