MT MALCOLM MINES NL — Governance Information 2021

Sep 7, 2021

Mt Malcolm Mines NL Corporate Governance Statement

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Introduction

Mt Malcolm Mines NL (“Mt Malcolm Mines” or “Company”) is committed to implementing sound standards of corporate governance. In determining what those standards are, the Company has had regard to the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations – Fourth Edition (“Recommendations”). The Company will be reporting against the Fourth Edition of these Principles and Recommendations for its current financial year, which commenced on 9 December 2020 (date of incorporation).

The Company’s Board governs the business on behalf of shareholders as a whole with the prime objective of protecting and enhancing shareholder value. The Board is committed to, and ensures that the:-

• (a) executive management runs the Company, and its subsidiaries (‘the Group’), with a high level of ethics and integrity;

• (b) Board and management complies with all applicable laws and regulations;

• (c) Company continually reviews the governance framework and practices to ensure it fulfils its corporate governance obligations.

This Corporate Governance Statement is current as at 27 August 2021 and has been approved by the Board of the Company on that date.

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Mt Malcolm Mines NL Corporate Governance Statement

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ASX Recommendation	Comply (Yes/No)	Explanation
PRINCIPLE 1: LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
Recommendation 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.	Yes	The role of the Board is to provide overall strategic guidance and effective oversight of management. As the Board acts on behalf of and is accountable to shareholders, the Board seeks to identify and meet the expectations of shareholders, as well as other regulatory and ethical expectations and obligations. In addition, the Board is responsible for identifying areas of significant business risk and ensuring arrangements are in place to adequately manage those risks. The Board seeks to discharge these responsibilities in a number of ways. The responsibility for the operation and administration of the Company is delegated by the Board to the executive directors and the key management team. The Board ensures that this team is appropriately qualified and experienced to discharge their responsibilities and has in place procedures to assess the performance of the executive directors and the key management team. A copy of the Company’s Board Charter is available in the Corporate Governance section of the Company’s website. The Board Charter lists the specific responsibilities the Board has reserved for itself, in addition to those expressly required under law.
Recommendation 1.2: A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.	Yes	Before appointing a new director, or a senior executive, the Company undertakes appropriate checks such as character references, police clearance certificates, bankruptcy checks or any other checks it deems appropriate. Where a director is to be re-elected or a candidate is put up for election to shareholders, all material information is provided to shareholders for consideration.

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ASX Recommendation	Comply (Yes/No)	Explanation
Recommendation 1.3: A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	Yes	The Company has entered into letters of appointment with directors and senior executives. These contracts ensure that directors and senior executives have a clear understanding of their roles and responsibilities and of the Company’s expectations of them.
Recommendation 1.4: The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the functioning of the board.	Yes	The Company Secretary is appointed and removed by, and is accountable directly to, the Board. The Company Secretary has access to all Board members and the main functions of the role are to assist in advising the Board on governance matters and monitoring compliance with board and committee procedures. The role of the Company Secretary is further summarised in the Company’s Board Charter, which is available on the Company’s website.
Recommendation 1.5: A listed entity should: (a) have and disclose a diversity policy; (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and (c) disclose in relation to each reporting period:	No	The Company is committed to actively manage diversity as a means of enhancing the Company’s performance and maximising its corporate goals by recognising the contributions of diverse skills and talent from its employees. Diversity includes, but is not limited to, gender, age, ethnicity and cultural background. All decisions relating to employees is based strictly on merit, without regard to gender, ethnicity, age, relationship status or any other irrelevant factor not applicable to the position. It is the Board’s responsibility and objective to embrace diversity when determining the composition of the Board, senior management and employees. This allows the Company to draw on a variety of qualifications, skills, experience and diversity of gender to maximise the Company’s performance. The Board intends to set measurable objectives for achieving diversity, specifically including gender diversity and will review and report on the effectiveness and relevance of these measurable objectives. However, due to the current size of the Board and management, these measurable objectives have not yet been set.

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ASX Recommendation	Comply (Yes/No)	Explanation
(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		Gender Diversity The Board acknowledges the absence of female participation on the Board of Directors. The Board has determined that the composition of the current Board represents the best mix of Directors that have an appropriate range of qualifications and expertise, can understand and competently deal with current and emerging business issues and can effectively review and challenge the performance of management. Whilst the Board of the Company strongly endorses the concept of gender diversity, until the Company’s human resource base has grown to a point where fully implementing specific measurable objectives will become more meaningful, the Company will, in accordance with its policy, continue to recruit the best person for each role, regardless of gender, ethnicity, age, relationship status or any other irrelevant factor not applicable to the position. The Company is a not a ‘relevant employer’ under the_Workplace Gender Equality Act 2012_.
(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.

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ASX Recommendation	Comply (Yes/No)	Explanation
Recommendation 1.6: A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	Yes	The Company has adopted policies and procedures concerning the evaluation and development of the Board, Board Committees and individual directors. This responsibility is allocated to the Board (in its capacity as the Nomination Committee) and the Nomination Committee Charter is available on the Company’s website. Procedures include an internal Board performance assessment, an induction protocol and ongoing discussions with regard to the performance of the Board and its directors. The Company’s “Performance Evaluation Policy” is available on the Company’s website. As the Company was only incorporated in December 2020, the first evaluation is scheduled for FY 2022.
Recommendation 1.7: A listed entity should: (a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	Yes	The Nomination Committee will arrange a performance evaluation of the senior executives on an annual basis, as appropriate. As the Company was only incorporated in December 2020, the first review is scheduled for FY 2022.

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ASX Recommendation	Comply (Yes/No)	Explanation
PRINCIPLE 2: STRUCTURE THE BOARD	TO BE EFFECTIVE AND ADD VALUE
Recommendation 2.1: The board of a listed entity should: (a) have a nomination committee which: 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 the reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or	No	The Board has not established a separate Nomination Committee. Given the current size and composition of the Board, the Board believes that there would be no efficiencies gained by establishing a separate Nomination Committee at this time. Accordingly, the Board performs the role of the Nomination Committee. The Board did not officially convene as a Nomination or Remuneration Committee since incorporation in December 2020, however nomination and remuneration related discussions occurred from time to time during the year, as required, as part of normal Board meetings. The Company’s objective is to have an appropriate mix of expertise and experience on the Board, and where appropriate its committees, so that the Board can effectively discharge its corporate governance and oversight responsibilities. A copy of the Nomination Committee Charter is available on the Company’s website.

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ASX Recommendation	Comply (Yes/No)	Explanation
(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.
Recommendation 2.2: A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership.	Yes	The Company recognises the importance of having an appropriate mix of expertise and experience on its Board and Committees to enable it to effectively discharge its corporate governance and oversight responsibilities. The Board accordingly seeks to achieve a balance in its structure that best reflects the needs of the Company at any particular time. The Board considers the current mix of skills and experience of members of the Board and its senior management is sufficient to meet the requirements of the Company. Future appointments to the Board will be dependent on candidates demonstrating an appropriate breadth of experience in a field of expertise that is relevant to the ongoing supervision of the Company’s affairs. This diversity of experience may include a commercial, technical, legal, corporate finance, business development or other background as the Board and management determine as part of its selection processes. Although the skills, experience and expertise of each Director is set out in the Directors’ Report section of the Company’s Annual Report, the Company does not have a formal board skills matrix.

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ASX Recommendation	Comply (Yes/No)	Explanation
Recommendation 2.3: A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, 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.	Yes	The names and terms of office of each director, and their status as executive/non-executive and independent/non- independent directors, during the period since incorporation and up to the date of this statement, were as follows: Director Status Date of appointment Date of resignation Length of service at September 2021 Robert Downey Non-Executive Chairman/ Independent 9 December 2020 N/A 10 months Trevor Dixon Executive Director/ non-independent 9 December 2020 N/A 10 months Daniel Tuffin Non-Executive Director/ independent 9 December 2020 N/A 10 months Gary Powell Non-Executive Director/ independent 9 December 2020 N/A 10 months The Company has accepted the definition of “independence” in the Recommendations in making the above assessments of independence. In making the independence assessment Mr Dixon is deemed as being non- independent given his executive role and substantial shareholding in the Company. Messrs Downey, Tuffin and Powell are considered independent. No other current director has an interest, position, association or relationship of the type described in Box 2.3 of the Recommendations that is considered to compromise independence. Each director’s independence status is regularly assessed against Box 2.3.
Recommendation 2.4: A majority of the board of a listed entity should be independent directors.	Yes	At the date of this report the Company’s Board comprised three independent directors (being Messrs Downey, Tuffin and Powell) and one non-independent director (being Mr Dixon). The Company have had a majority of independent directors since inception and up to the date of this statement.

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ASX Recommendation	Comply (Yes/No)	Explanation
Recommendation 2.5: The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	Yes	The Chairman of the Board, Mr Robert Downey, is an independent, non-executive director. The role of Managing Director is filled by Mr Trevor Dixon.
Recommendation 2.6: A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively.	Yes	It is a policy of the Company, that new Directors undergo an induction process in which they are given a full briefing on the Company. Where possible this includes meetings with key executives, tours of the premises, an induction package and presentations. In order to achieve continuing improvement in Board performance, all Directors are encouraged to undergo continual professional development. Specifically, Directors are provided with the resources and training to address skills gaps where they are identified.
PRINCIPLE 3: INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
Recommendation 3.1: A listed entity should articulate and disclose its values.	Yes	The main objective of the Company is to maintain and build the Company's capacity to generate value for shareholders. In addition to overseeing the performance and operations of the Company, the Board is responsible for setting the core values of the Company. These values underpin the Company’s culture and ethical standards and inform the behaviours and decision making of all Company employees. The Directors acknowledge the need for, and continued maintenance of, the highest standards of ethical conduct by all Directors and employees of the Company. All Directors, executives and employees are required to abide by laws and regulations, to respect confidentiality and the proper handling of information and act with the highest standards of honesty, integrity, objectivity and ethics in all dealings with each other, the Company, customers, suppliers and the community. The Company has a Corporate Values Statement which is available in the Corporate Governance section of the Company’s website.

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ASX Recommendation	Comply (Yes/No)	Explanation
Recommendation 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.	Yes	The Board has adopted a Code of Code which requires Directors, management and employees to deal with the Company's customers, suppliers, competitors and each other with honesty, fairness and integrity and to observe the rule and spirit of the legal and regulatory environment in which the Company operates. The Code prohibits Directors, management and employees from involving themselves in situations where there is a real or apparent conflict of interest between them as individuals and the interest of the Company. Directors, management and employees are required to respect the confidentiality of all information of a confidential nature acquired in the course of the Company's business. Directors, management and employees must protect the assets of the Company to ensure availability for legitimate business purposes. The Company acknowledges its responsibility to shareholders, the community, and the individual. No breaches of the code was reported during the period since inception to the date of this statement. A copy of the Code of Conduct is available in the Corporate Governance section of the Company’s website.
Recommendation 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.	Yes	The Company has adopted a Whistleblower Policy outlining the Company’s commitment to maintaining an open working environment in which employees, contractors and others concerned are informed and feel safe to raise concerns of unethical, unlawful or unacceptable conduct without fear of any retaliatory action. The Company confirms that any material incidents under this Policy will be notified to the Board or a committee of the Board, as the case might be. A copy of the Whistleblower Policy is available in the Corporate Governance section of the Company’s website.
Recommendation 3.4: A listed entity should: (a) have and disclose and anti- bribery and corruption policy; and	Yes	The Company expects that its directors, officers, employees, agents, contractors and any other party representing the Company, will act fairly, honestly, with integrity and in compliance with the law. The Company has zero tolerance for corruption or bribery in its business operations wherever in the world. The Company has adopted an Anti-bribery and Corruption Policy which set out the Company’s responsibilities, and those working for it, in observing and upholding its policy on bribery and corruption. The policy provide guidance to those working for the Company on how to recognise and deal with bribery and corruption issues.

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Recommendation	Comply (Yes/No)	Explanation
(b) ensure that the board or committee of the board is informed of any material breaches of that policy.		The Company confirms that any material incidents under this Policy will be notified to the Board or a committee of the Board, as the case might be.
PRINCIPLE 4: SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
Recommendation 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	No	Due to the size and scale of the Company, during the period since inception to the date of this statement, the Board has not established a sub-committee to undertake the responsibilities normally undertaken by an Audit Committee. The full Board currently undertakes all Audit Committee responsibilities. The responsibilities include the following:- • Reviewing and approving statutory financial reports and all other financial information distributed externally; • Monitoring the effective operation of the risk management and compliance framework; • Reviewing the effectiveness of the Company’s internal control environment including compliance with applicable laws and regulations; • The nomination of the external auditors and the review of the adequacy of the existing external audit arrangements; and • Considering whether non-audit services provided by the external auditor are consistent with maintaining the external auditor’s independence. The Company will give consideration at an appropriate time in the Company’s development, for the creation of an Audit Committee. Details regarding the Directors’ qualifications and experience is contained in the Director’s Report of the Company’s 2021 Annual Report, with the Board, and therefore the Audit Committee, deemed to be structured so that it has the relevant accounting and financial expertise required to discharge its responsibilities in this regard.

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Recommendation	Comply (Yes/No)	Explanation
(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		The Board considers, at least annually, the selection and appointment of the Company’s external auditors, their performance, the succession and rotation of lead engagement partners, audit plans and proposed fees for audit work to be performed. The Board, and therefore the Audit Committee, at the date of this statement comprises Messrs Downey, Dixon, Tuffin and Powell. A copy of the Audit Committee Charter is available on the Company’s website.
(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.

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Recommendation	Comply (Yes/No)	Explanation
Recommendation 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.	Yes	In respect of each statutory financial reporting period, the Board was provided with a declaration in accordance with S.295A of the_Corporations Act_which is consistent with Recommendation 4.2. The Company complied with this recommendation.
Recommendation 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.	Yes	The Company is committed to providing clear, concise and factual disclosure of material information to all investors in its corporate reports. The Company has adopted a process for the preparation, verification and approval of corporate reports to confirm the accuracy of those reports. Information published in the Company’s periodic cashflow reports is prepared by the Company’s external accountants. Where information is not subject to an audit, it is verified by senior management and approved by the Board prior to release to the market. All announcements indicate the relevant approver of market releases.

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Recommendation	Comply (Yes/No)	Explanation
PRINCIPLE 5: MAKE TIMELY AND BALANCED DISCLOSURE
Recommendation 5.1:A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1.	Yes	The Company has a Continuous Disclosure and Communications Policy that sets out: • the Company’s continuous disclosure obligations under the ASX Listing Rules and Corporations Act; • how the Company’s personnel are required to deal with potentially price sensitive information and communications with external stakeholders such as media, security holders and the community to ensure that the Company meets its continuous disclosure obligations; and • the Company’s shareholder communication policy generally. A copy of the Continuous Disclosure and Communications Policy is available in the Corporate Governance section of the Company’s website.
Recommendation 5.2: A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.	Yes	The Board is involved in the review and authorisation of material Company announcements and therefore has visibility of the nature, quality and frequency of information being disclosed to the market. All Directors are provided with copies of the material market announcement promptly after they are made.
Recommendation 5.3:A listed entity that gives a new and substantive investor or analyst	Yes	Materials used in external investor or analyst presentations which are substantive in nature and which have not been previously disclosed will be released to the ASX prior to their use. Directors and senior management is aware of the Company’s continuous disclosure policies and requirements.
presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation.
PRINCIPLE 6: RESPECT THE RIGHTS OF	SECURITY HOLDERS
Recommendation 6.1:A listed entity should provide information about itself and its governance to investors via its website.	Yes	The Board is committed to providing shareholders with sufficient information to enable them to assess the performance of the Company, and to inform shareholders of major developments affecting the state of affairs of the Company. Information is communicated to shareholders by lodging all relevant financial and other information with the ASX and publishing information on the Company’s website atwww.mtmalcolm.com.au.

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Recommendation	Comply (Yes/No)	Explanation
Recommendation 6.2:A listed entity should have an investor relations program that facilitates effective two-way communication with investors.	Yes	The Company has a Shareholders Communications Policy to facilitate effective two-way communication with investors. The Company recognises the importance of its relationships with investors and analysts. The Managing Director is the primary contact for communicating with the investment community.
Recommendation 6.3:A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.	Yes	The Board encourages the attendance of shareholders at the Company’s shareholders’ meetings and sets the time and place of each shareholders’ meeting in advance to allow maximum opportunity for attendance by shareholders. The Company provides information in the notice of meeting that is presented in a clear, concise and effective manner. Shareholders are provided the opportunity at general meetings to ask questions in relation to each resolution before they are put to the vote and discussion is encouraged by the Board. Where and when deemed appropriate, the Company will facilitate virtual general meetings to enable as many shareholders as possible to attend the meeting.
Recommendation 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.	Yes	It is the Board preference that all substantive resolutions at a meeting of security holders are decided by poll rather than show of hands. At the Company’s last General Meeting, all resolutions were decided on a poll.
Recommendation 6.5:A listed entity should give security holders	Yes	The Company provides shareholder materials directly to shareholders through electronic means. A shareholder may request a hard copy of the Company’s annual report to be posted to them.
the option to receive communications from, and send communications to, the entity and its security registry electronically.		The Company’s share registry is maintained electronically by Advanced Share Registry.

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Recommendation	Comply (Yes/No)	Explanation
PRINCIPLE 7: RECOGNISE AND MANAGE RISK
Recommendation 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	No	Due to the size and scale of the Company, during the year the Board has not established a sub-committee to undertake the responsibilities normally undertaken by a Risk Committee. The full Board performs the function of the Risk Committee. The Board considers that at this stage, no efficiencies or other benefits would be gained by establishing a separate Risk Committee. The Board, and therefore the Risk Committee, comprises 4 members of which 3 are independent. The Board is chaired by an independent director. The Board is responsible for ensuring that risks, as well as opportunities, are identified on a timely basis and receive an appropriate and measured response, recognising however that no cost effective internal control system will preclude all errors and irregularities. Areas of significant business risk and the effectiveness of internal controls are monitored and reviewed regularly. The Board did not officially convene as a Risk Committee since its inception in December 2020, however risk related discussions occurred from time to time during the year as required at part of normal Board discussions. A copy of the Risk Committee Charter is available on the Company’s website.

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Recommendation	Comply (Yes/No)	Explanation
(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.
Recommendation 7.2:The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the board; and (b) disclose, in relation to each reporting period, whether such a review has taken place.	Yes	The Board and senior management review and identify risks to the Company and its assets on an ongoing basis as per the Audit and Risk Committee Charter. The risks identified are monitored on a continual basis and preventative measures are implemented as and when deemed necessary. The Board is satisfied that the risk management framework continues to be sound and confirms that the Company will continue the enhancement of its risk management framework development and monitoring procedures.
Recommendation 7.3:A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or	No	The Company does not currently have an internal audit function. The Board recognises that no cost effective internal control system will preclude all errors and irregularities. The Company’s risk management and internal control system is based upon written procedures, policies and guidelines, an organisational structure that provides an appropriate division of responsibility, and the selection and training of qualified service providers and personnel. The Company policies are designed to ensure strategic, operational, legal, reputation and financial risks are identified, assessed, effectively and efficiently managed and monitored to enable achievement of the Company’s business objectives.

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Recommendation	Comply (Yes/No)	Explanation
(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.		A number of the Company’s activities are also undertaken by external consultants, given the Company’s size and level of current activities, coupled with the cost benefit this currently provides the Company.
Recommendation 7.4:A listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does, how it manages or intends to manage those risks.	Yes	The Company’s corporate ethics includes a strong focus on environmental responsibility. This approach is integral to ensuring the long-term sustainability of the Company’s mining and exploration operations. An Environmental, Social and Governance Policy has been established to ensure the Company’s field operations comply with permits and licenses, and have minimal impact on the surrounding environments. An important key to the Company’s current and future success is open communications with all stakeholders. The Company acknowledges its responsibility towards all stakeholders, including local communities. The Company has also assessed its exposure to economic risks as high on the basis that it has no material income and is reliant on the potential exploration success to raise capital to fund exploration and operating costs and plans. This risk is managed by regularly reviewing future cashflow requirements to ensure that fundraising is performed in a timely manner and that the Company remains in a position to pay its debts as and when they fall due. A copy of the Company’s policies on risk oversight and management of material business risks is publicly available on the Company’s website under the heading Risk Management Policy.
PRINCIPLE 8: REMUNERATE FAIRLY AND RESPONSIBLY
Recommendation 8.1:The board of a listed entity should:	No	The Board has not established a separate Remuneration Committee. Given the current size and composition of the Company, the Board believes that there would be no efficiencies gained by establishing a separate Remuneration Committee. Accordingly, the Board performs the role of Remuneration Committee.

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Recommendation	Comply (Yes/No)	Explanation
(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:		The full Board approves all management remuneration including the allocation of options (if any) and involves itself in the nomination, selection and retirement of Directors. No Director may be involved in setting their own remuneration or terms and conditions and in such a case relevant Directors are required to be absent from the full Board discussion. The Board seeks to ensure that collectively its membership represents an appropriate balance between Directors with experience and knowledge of the Company and Directors with an external or fresh perspective. The Board reviews the range of expertise of its members on a regular basis and seeks to ensure that it has operational and technical expertise relevant to the operation of the Company. Directors are re-elected, nominated and appointed to the Board in accordance with the Board’s policy on these matters set out in the Remuneration Committee Charter, the Company’s Constitution and ASX ListingRules.
(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		The Company’s remuneration philosophy, objectives and arrangements are detailed in the Remuneration Report which forms part of the Directors’ Report in the Company’s 2021 Annual Report (lodged separately with the ASX).

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Recommendation	Comply (Yes/No)	Explanation
(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.
Recommendation 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.	Yes	The Company's policy is to remunerate Non-Executive Directors at a fixed fee for time, commitment and responsibilities. Remuneration for Non-Executive Directors is not linked to individual performance. The maximum aggregate amount of fees (including superannuation payments) that can be paid to Non-Executive Directors is subject to approval by shareholders. There are no termination or retirement benefits for Non-Executive Directors other than for superannuation entitlements. From time to time the Company may permit Non-Executives to participate in equity- based remuneration plans.
		Executive remuneration consists of a base salary and in some instances, performance incentives. Long term performance incentives may include options, performance rights or other equity-based schemes granted at the discretion of the Board subject to obtaining the relevant approvals. Equity-based plans are designed to recognise and reward efforts as well as to provide additional incentive to continue those efforts for the benefit of the Company, and may be subject to the successful completion of performance hurdles. Executives are offered a competitive level of base pay at market rates (for comparable companies), which are reviewed at least annually to ensure market competitiveness. Details of remuneration, including the Company’s policy on remuneration, are contained in the Remuneration Report which forms part of the Directors’ Report in the Company’s 2021 Annual Report (lodged separately with the ASX).
Recommendation 8.3: A listed entity which has an equity-based remuneration scheme should:	Yes	Under the Company’s Security Trading Policy, Key Management Personnel, which the Company has determined to be Directors, Executives and those employees directly reporting to the Managing Director, are prohibited from entering into transactions or arrangements which limit the economic risk of participating in unvested entitlements under any equity-based remuneration scheme.

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Mt Malcolm Mines NL Corporate Governance Statement

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Recommendation	Comply (Yes/No)	Explanation
(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.		A copy of the Security Trading Policy is available on the Company’s website
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
Recommendation 9.1:A listed entity with a director who does not speak the language in which board or security holder meetings are held or key corporate documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the discussions at those meetings and understands	Not applicabl e	The Company has four directors, all of whom are fluent in English.
and can discharge their obligations in relation to those documents.
Recommendation 9.2: A listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time.	Not applic- able	The Company is registered in Australia and is only listed on the Australian Stock Exchange.

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Mt Malcolm Mines NL Corporate Governance Statement

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Recommendation	Comply (Yes/No)	Explanation
Recommendation 9.3:A listed entity established outside Australia, and an externally managed listed entity that has an AGM, should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.	Not applica- ble	The Company is registered in Australia and is only listed on the Australian Stock Exchange. The Company’s auditor attends all AGM’s.

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