Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

ORE RESOURCES LIMITED Governance Information 2024

Sep 29, 2024

65504_rns_2024-09-29_1f4b0337-9578-4abb-9213-5c200f686335.pdf

Governance Information

Open in viewer

Opens in your device viewer

Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

FUTURE BATTERY MINERALS LIMITED

ABN/ARBN
91 148 966 545
Financial year ended:
91 148 966 545 30 JUNE 2024

Our corporate governance statement 0F[1] for the period above can be found at: 1F[2]

☐ These pages of our annual report: This URL on our website: www.futurebatteryminerals.com ☒

The Corporate Governance Statement is accurate and up to date as at 30 September 2024 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located. 2F[3]

Date: 30 September 2024 Name of authorised officer Silfia Morton, Company Secretary authorising lodgement:

1 “Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period. Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

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

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

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

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

3 Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection.

See notes 4 and 5 below for further instructions on how to complete this form.

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

Page 1

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

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,3F4we 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:4F5
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:
https://www.futurebatteryminerals.com/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,3F4we 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:4F5
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.

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)
in our corporate governance statement
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process at:
in 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,3F4we 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:4F5
1.7 A listed entity should:
(a)
have and disclose a process for evaluating the performance
of its senior executives at least once every reporting period;
and
(b)
disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.

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

set out in our Corporate Governance 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,3F4we 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:4F5
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.

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 in 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 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,3F4we 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:4F5
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 in our Corporate Governance
Statement
and, where applicable, the information referred to in paragraph (b)
in:
our Corporate Governance Statement
and the length of service of each director in our 30 June 2024
Annual Report and in our Corporate Governance Statement.

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

set out in our Corporate Governance 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

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,3F4we 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:4F5
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:
https://www.futurebatteryminerals.com/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:
https://www.futurebatteryminerals.com/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:
https://www.futurebatteryminerals.com/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:
https://www.futurebatteryminerals.com/corporate-governance/

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,3F4we 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:4F5
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.

set out in our Corporate Governance Statement
4.2 The board of a listed entity should, before it approves the
entity’s financial statements for a financial period, receive from
its CEO and CFO a declaration that, in their opinion, the
financial records of the entity have been properly maintained
and that the financial statements comply with the appropriate
accounting standards and give a true and fair view of the
financial position and performance of the entity and that the
opinion has been formed on the basis of a sound system of risk
management and internal control which is operating effectively.

set out in our Corporate Governance Statement
4.3 A listed entity should disclose its process to verify the integrity
of any periodic corporate report it releases to the market that is
not audited or reviewed by an external auditor.

set out in our Corporate Governance Statement

Page 8

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

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

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,3F4we 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:4F5
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:
https://www.futurebatteryminerals.com/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:
https://www.futurebatteryminerals.com/corporate-governance/

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 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 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,3F4we 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:4F5
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.

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
in our Corporate Governance Statement.

set out in our Corporate Governance Statement
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.

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,3F4we 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:4F5
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 in our Corporate Governance
Statement

set out in our Corporate Governance Statement

Page 11

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

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

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,3F4we 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:4F5
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.

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:
Corporate Governance Statement and
Remuneration Report required under section 300A(1) of the
Corporations Act is provided in the Directors’ Report which forms
part of the Company’s 30 June 2024 Annual Report.

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.

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 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,3F4we 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:4F5
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

Page 13

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

==> picture [595 x 79] intentionally omitted <==

CORPORATE GOVERNANCE STATEMENT 2024

Future Battery Minerals Ltd (ABN 91 148 966 545) (Company) has adopted comprehensive systems of control and accountability as the basis for the administration of corporate governance. The Board is committed to administering the Company's policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company's needs.

To the extent applicable, the Company has adopted the 4th edition of the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations (Recommendations).

In light of the Company's size and nature, the Board considers that the current Board is a cost effective and practical method of directing and managing the Company. As the Company's activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance policies and structures will be reviewed.

Information on corporate governance is available on the Company’s website at:

  • https://futurebatteryminerals.com.au/corporate governance/

==> picture [147 x 37] intentionally omitted <==

RECOMMENDATIONS (4th EDITION) Comply Explanation PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT A listed entity should clearly delineate the respective roles and responsibilities of its board and management and regularly review their performance.

RECOMMENDATIONS (4th EDITION) RECOMMENDATIONS (4th EDITION) RECOMMENDATIONS (4th EDITION) Comply Explanation
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
A listed entity should clearly delineate the respective roles and responsibilities of its board and management and regularly review their performance.
1.1 A listed entity should 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 Information about the respective roles and responsibilities of our board and
management (including those matters expressly reserved to the board and those
delegated to management) is found under the Board Charter on our 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.
Yes a) The Company undertakes appropriate checks in accordance with the
guidelines for the appointment and selection of the Board in its
Remuneration and Nomination Committee Charter. The Company’s
Remuneration and Nomination Committee Charter requires the
Remuneration and Nomination Committee (or, in its absence, or if one has
not yet been established, the Board) to ensure appropriate checks
(including checks in respect of character, experience, education, criminal
record and bankruptcy history (as appropriate)) are undertaken before
appointing a person or putting forward to security holders a candidate for
election, as a director.
b) Under the Remuneration and Nomination Committee Charter, all material
information relevant to a decision on whether to elect or re-elect a director
must be provided to security holders in the Notice of Meeting containing
the resolution to elect or re-elect a director.
1.3 A listed entity should have a written agreement with each director and senior
executive setting out the terms of their appointment.
Yes As detailed in the Remuneration and Nomination Committee Charter, the Company
must ensure that new directors enter into a written agreement with the Company,
setting out the terms of their appointment.
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.
Yes As detailed in the Board Charter, the Company Secretary is accountable to the
Board, through the Chair, on all governance matters.

==> picture [147 x 37] intentionally omitted <==

RECOMMENDATIONS (4th EDITION) RECOMMENDATIONS (4th EDITION) Comply Explanation
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 organisation
(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.
Partial
Compliance
The Company has established a diversity policy which can be viewed on its website
atwww.futurebatteryminerals.com
The diversity policy provides a framework for the Company to establish and achieve
measurable diversity objectives, including in respect of gender diversity. The
diversity policy allows the Board to set measurable gender diversity objectives, if
considered appropriate, and to assess annually both the objectives (if any have been
set) and the Company’s progress in achieving them.
Due to the current size and composition of the organisation, the Board does not
consider it appropriate to provide measurable objectives in relation to gender
diversity. The Company is committed to ensuring that the appropriate mix of skills,
expertise, and diversity are considered when employing staff at all levels of the
organisation and when making new senior executive and Board appointments and
is satisfied that the composition of employees, senior executives and members of
the Board is appropriate.
The Board will periodically review whether there is a need for measurable objectives
that complies with Recommendation 1.5.
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.
Partly a) The Board, in the absence of a Remuneration and Nomination Committee,
is responsible for evaluating the performance of the Board, its committees
and individual Directors on an annual basis. It may do so with the aid of
an independent advisor. The process for this is set out in the Company’s
Board Charter, which is available on the Company’s website.
b) No formal review was undertaken during the reporting period. Evaluation
of the Board is currently carried out on an informal and continuing basis.
A formal process will be undertaken when the Board considers it justified
by the level of the Company’s operations.

==> picture [147 x 37] intentionally omitted <==

  • 1.7 A listed entity should:

  • (a) have and disclose a process for periodically 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.

  • Partly

  • a) The Board, in the absence of a Remuneration and Nomination Committee, is responsible for evaluating the performance of senior executives on an annual basis. It may do so with the aid of an independent advisor. The process for this is set out in the Company’s Board Charter, which is available on the Company’s website. The Company's Remuneration and Nomination Committee Charter also provides that it will review the ongoing appropriateness and relevance of the executive remuneration and make recommendations to the Board.

  • b) No formal periodic review of senior executives was undertaken during the reporting period with evaluation of management carried out on a continuing basis by the Chairman.

==> picture [147 x 37] intentionally omitted <==

RECOMMENDATIONS (4th EDITION) Comply Explanation

PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE

The board of a listed entity should be of an appropriate size and collectively have the skills, commitment and knowledge of the entity and the industry in which it operates, to enable it to discharge its duties effectively and 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.

  • No a) The Company does not currently have a Remuneration and Nomination Committee. The Company’s Remuneration and Nomination Committee Charter provides for the creation of a Remuneration and Nomination Committee (if it is considered it will benefit the Company), with at least three members, a majority of whom are independent directors, and which must be chaired by an independent director.

  • b) The Company does not have a Remuneration and Nomination Committee as the Board considers the Company will not currently benefit from its establishment. In accordance with the Company’s Board Charter, the Board carries out the duties that would ordinarily be carried out by the Remuneration and Nomination Committee under the Remuneration and Nomination Committee Charter, including the following processes to address succession issues and to ensure the Board has the appropriate balance of skills, experience, independence and knowledge of the entity to enable it to discharge its duties and responsibilities effectively

    • i) devoting time at least annually to discuss Board succession issues and updating the Company’s Board skills matrix; and

    • ii) all Board members being involved in the Company’s nomination process, to the maximum extent permitted under the Corporations Act and ASX Listing Rules.

The Board will periodically review whether there is a need for a nomination committee that complies with Recommendation 2.1.

==> picture [147 x 37] intentionally omitted <==

RECOMMENDATIONS (4th EDITION) RECOMMENDATIONS (4th EDITION) Comply Explanation Explanation Explanation Explanation Explanation Explanation
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 has a Board skill matrix setting out the mix of skills and diversity that the
Board currently has or is looking to achieve in its membership. Full details as to each
director and senior executive’s relevant skills and experience are available in the
Company’s Annual Report.
The Company has identified the following as the main areas of skills required by the
Board to successfully service the Company. The directors have measured to these areas
in the skills matrix:
Neville
Power
Nicholas
Rathjen
Robin
Cox
Robert
Waugh
operational
management




corporate law
-
-
-
-
accounting &
finance


-
-
equity markets




mining and
geology



Neville
Power
Nicholas
Rathjen
Robin
Cox
Robert
Waugh
operational
management
corporate law - - - -
accounting &
finance
- -
equity markets
mining and
geology
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, association 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, association 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 a) The Board Charter requires the disclosure of the names of directors considered
by the Board to be independent. The Company considers that Neville Power and
Robert Waugh are independent.
b) Not applicable.
c)
The Company’s Annual Report will disclose the length of service of each director,
as at the end of each financial year.
2.4 A majority of the Board of a listed entity should be independent directors. Yes The Board currently comprises a total of four directors, of which two are considered to
be independent.

==> picture [147 x 37] intentionally omitted <==

RECOMMENDATIONS (4th EDITION) RECOMMENDATIONS (4th EDITION) Comply Explanation
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 Non-Executive Chairman, Mr Neville Power, is considered an independent director.
Details of Mr Power’s experience are provided on the Company’s website and also in
the Directors Report of the Annual Report.
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 In accordance with the Company’s Board Charter, the Board, in the absence of a
Remuneration and Nomination Committee, is responsible for the approval and review of
induction and continuing professional development programs and procedures for
directors to ensure that they can effectively discharge their responsibilities. The
Company Secretary is responsible for facilitating inductions and professional
development.

==> picture [147 x 37] intentionally omitted <==

RECOMMENDATIONS (4th EDITION)

Comply Explanation

PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY

A listed entity should instil and continually reinforce a culture across the organisation of acting lawfully, ethically and responsibly.

RECOMMENDATIONS (4th EDITION) RECOMMENDATIONS (4th EDITION) RECOMMENDATIONS (4th EDITION) Comply Explanation
PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY
A listed entity should instil and continually reinforce a culture across the organisation of acting lawfully, ethically and responsibly.
3.1 A listed entity should articulate and disclose its values Yes The Company has statement of values which can be viewed on its 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
Yes The Code of Conduct sets out the principles and standards which the Board,
management and employees of the Company are encouraged to strive to abide by
when dealing with each other, shareholders and the broader community. The Board
is informed when any material incidents are report under the policy.
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 implemented a whistleblower policy which can be viewed on its
website and the Board is informed when any material incidents are reported under the
policy.
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
Yes The Company has implemented an anti-bribery and corruption policy which can be
viewed on its website and the Board is informed when any material incidents are
reported under the policy.

==> picture [147 x 37] intentionally omitted <==

RECOMMENDATIONS (4th EDITION) RECOMMENDATIONS (4th EDITION) Comply Explanation
PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING
A listed entity should have appropriate processes to verify the integrity or its 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.
No a) The Company does not currently have an Audit and Risk Committee. The
Audit and Risk Committee Charter that provides for the creation of an Audit
and Risk Committee (if it is considered it will benefit the Company).
b) The Board carries out the duties that would ordinarily be carried out by the
Audit and Risk Committee under the Audit and Risk Committee Charter
including the following processes to independently verify and safeguard the
integrity of its financial reporting, including the processes for the appointment
and removal of the external auditor and the rotation of the audit engagement
partner:
i)
the Board devotes time at annual Board meetings to fulfilling the
roles and responsibilities associated with maintaining the
Company’s internal audit function and arrangements with external
auditors;
ii)
the Board reviews the appointment of the external auditor, their
independence, the audit fee and any questions of resignation or
dismissal; and
iii) all members of the Board are involved in the Company’s audit
function to ensure the proper maintenance of the entity and the
integrity of all financial reporting, including reviewing the audited
annual and half yearly financial statements.
The Board will periodically review whether there is a need for an audit committee that
complies with Recommendation 4.1.
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 The Company’s Board Charter requires the CEO and CFO (or, if none, the person(s)
fulfilling those functions) to provide a sign off on these terms. The Company intends to
obtain a sign off on these terms for each of its financial statements in each financial year.

==> picture [147 x 37] intentionally omitted <==

RECOMMENDATIONS (4th EDITION) RECOMMENDATIONS (4th EDITION) Comply Explanation
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 Any periodic corporate reports are prepared by the accountant, reviewed by the CFO
and presented to the Board for sign off prior to release to the market.

==> picture [147 x 37] intentionally omitted <==

RECOMMENDATIONS (4th EDITION) RECOMMENDATIONS (4th EDITION) Comply Explanation
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
A listed entity should make timely and balance disclosure of all matters concerning it that a reasonable person would expect to have a material effect on the price or value or its securities.
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 adopted a continuous disclosure policy for complying with its
continuous disclosure obligations under listing rule 3.1.
5.2 A listed entity should ensure that its board receives copies of all material market
announcements promptly after they have been made.
Yes All material market announcements are circulated to the board via email as detailed in
the Continuous Disclosure Policy.
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.
Yes Results, presentations and transcripts of the Chairman’s address at annual general
meetings are released on the ASX Market Announcements Platform as soon as
practically possible after the conclusion of the general meeting. Other presentations to
new or substantive shareholders or investor analysts are released on the ASX Market
Announcements Platform prior to the presentation. This is detailed in the Continuous
Disclosure Policy.

==> picture [147 x 37] intentionally omitted <==

RECOMMENDATIONS (4th EDITION) RECOMMENDATIONS (4th EDITION) Comply Explanation
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
A listed entity should provide its security holders with appropriate information and facilities to allow them to exercise their rights as security holders effectively.
6.1 A listed entity should provide information about itself and its governance to
investors via its website.
Yes The Company’s website provides information on the Company including its
background, objectives, projects and contact details. The Corporate Governance page
provides access to key policies, procedures and charters of the Company, such as the
Board and Committee charters, securities trading policy, diversity policy and the latest
Corporate Governance Statement.
ASX announcements, Company reports and presentations are uploaded to the website
following release to the ASX as detailed in the Continuous Disclosure Policy and editorial
content is updated on a regular basis.
6.2 A listed entity should have an investor relations program that facilitates effective
two-way communication with investors.
Yes The Company has adopted a Shareholder Communications Policy which aims to
promote and facilitate effective two-way communication with investors. The Plan
outlines a range of ways in which information is communicated to shareholders and is
available on the Company’s website.
6.3 A listed entity should disclose how it facilitates and encourages participation at
meetings of security holders.
Yes Shareholders are encouraged to participate at all general meetings and AGMs of the
Company as detailed in the Shareholder Communications Policy. Upon the despatch of
any notice of meeting to Shareholders, the Company Secretary shall send out material
stating that all Shareholders are encouraged to participate at the 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.
Yes The Company decides all resolutions at a meeting of security holders by a poll.
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.
Yes The Shareholder Communications Policy provides that security holders can register with
the Company to receive email notifications when an announcement is made by the
Company to the ASX, including the release of the Annual Report, half yearly reports and
quarterly reports. Links are made available to the Company’s website on which all
information provided to the ASX is immediately posted. Shareholders queries should be
referred to the Company Secretary at first instance.

==> picture [147 x 37] intentionally omitted <==

RECOMMENDATIONS (4th EDITION) RECOMMENDATIONS (4th EDITION) Comply Explanation
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
A listed entity should establish a sound risk management framework and periodically review the effectiveness of that framework.
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.
No (a) The Company does not currently have an Audit and Risk Committee as the
Board consider the Company will not currently benefit from its establishment.
The Audit and Risk Committee Charter provides for the creation of an Audit
and Risk Committee (if it is considered it will benefit the Company). A copy of
the Audit and Risk Committee Charter is available on the Company’s website.
(b) In accordance with the Company’s Board Charter, the Board carries out the
duties that would ordinarily be carried out by the Audit and Risk Committee
under the Audit and Risk Committee Charter including the following
processes to oversee the entity’s risk management framework:
i)
the Board devotes time at monthly Board meetings to fulfilling the
roles and responsibilities associated with overseeing risk and
maintaining the entity’s risk management framework and
associated internal compliance and control procedures; and
ii)
the Board has required management to design and implement risk
management and internal control systems to manage the
Company’s material business risks and has required management
to report to it on whether those risks are being managed
effectively; and
iii) the Chief Executive Officer reports to the Board as to the
effectiveness of the Company’s management of its material
business risks.
The Board will periodically review whether there is a need for a risk committee that
complieswith Recommendation 7.1.
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 a) The Audit and Risk Committee Charter requires that the Board, in the absence
of an Audit and Risk Committee, should, at least annually, satisfy itself that
the Company’s risk management framework continues to be sound and is
operating with regard to the risk appetite set by the Board.
b) Risk management is specifically discussed by the full Board at the Company’s
board meetings during the year. The Board considers that this process
adequately monitors the Company’s risk management framework.

==> picture [147 x 37] intentionally omitted <==

RECOMMENDATIONS (4th EDITION) RECOMMENDATIONS (4th EDITION) Comply Explanation
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 risk
management and internal control processes.
No a) The Company does not currently have an internal audit function.
b) The Audit and Risk Committee Charter provides for the Board, in the absence
of an Audit and Risk Committee, to monitor the need for an internal audit
function. The Board considers the financial control function in conjunction with
its risk management policy is sufficient for the Company.
The Board will periodically review whether there is a need for an internal audit function
that complies with Recommendation 7.3.
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 Audit and Risk Committee Charter requires the Board, in the absence of an Audit
and Risk Committee, to assist management determine whether the Company has any
material exposure to environmental or social risks and, if it does, how it manages or
intends to manage those risks.
The Company’s Audit and Risk Committee Charter requires the Company to 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. The Company will disclose this information
in its Annual Report and on its ASX website as part of its continuous disclosure
obligations.

==> picture [147 x 37] intentionally omitted <==

RECOMMENDATIONS (4th EDITION) RECOMMENDATIONS (4th EDITION) Comply Explanation
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
A listed entity should pay director remuneration sufficient to attract and retain high quality directors and design its executive remuneration to attract, retain and motivate high quality senior executives
and to align their interests with the creation of value for security holders and with the entity’s values and risk appetite.
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.
No a) The Company does not currently have a Remuneration and Nomination
Committee as the Board considers the Company will not currently benefit from
its establishment. The Company’s Remuneration Committee Charter provides
for the creation of a Remuneration Committee (if it is considered it will benefit
the Company).
b) In accordance with the Company’s Board Charter, the Board carries out the
duties that would ordinarily be carried out by the Remuneration and
Nomination Committee under the Remuneration and Nomination Committee
Charter including the following processes to set the level and composition of
remuneration for directors and senior executives and ensuring that such
remuneration is appropriate and not excessive:
i)
the Remuneration and Nomination Committee Charter details the
guidelines for setting the remuneration of directors;
ii)
the Board devotes time at the annual Board meeting to assess the
level and composition of remuneration for directors and senior
executives;
iii)
the total maximum remuneration of non-executive directors is
initially set by the Constitution and subsequent variation is by
ordinary resolution of the shareholders in general meeting; and
iv)
the determination of non-executive directors’ remuneration within
the maximum amount fixed will be made by the Board having regard
to the inputs and value to the Company or the respective
contributions by each non-executive director.
The Board will periodically review whether there is a need for a remuneration committee
that complies with Recommendation 8.1.
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 Remuneration and Nomination Committee Charter requires the Board
to disclose its policies and practices regarding the remuneration of directors and senior
executives, which is disclosed on the Company’s website.

==> picture [147 x 37] intentionally omitted <==

RECOMMENDATIONS (4th EDITION) RECOMMENDATIONS (4th EDITION) RECOMMENDATIONS (4th EDITION) Comply Explanation Explanation
8.3 A listed entity which has an equity-based remuneration scheme should: No a) The Company does not currently have an equity-based remuneration scheme.
(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.
In any event, the Company’s securities trading policy includes prohibitions on
hedging & derivative trading in respect of participants in any Company share,
option, performance rights or other plan or similar arrangement which limit the
economic risk of participating in such schemes.
b) The securities trading policy is available on the Company’s website.
RECOMMENDATIONS (4th EDITION) Comply Explanation
PRINCIPLE 9 – 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 N/A
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.
9.2 A listed entity established outside Australia should ensure that meetings of N/A
security holders are held at a reasonable place and time.
9.3 A listed entity established outside Australia, and an externally managed listed N/A
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.