PACGOLD LIMITED — Governance Information 2021

Jul 5, 2021

Pacgold Limited ACN 636 421 782 (Company)

Corporate Government Statement

This Corporate Government Statement is current as at 5 July 2021 and has been approved by the Board of the Company on that date.

This Corporate Government Statement discloses the extent to which the Company will, as at the date it is admitted to the official list of the ASX, follow the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations – 4[th] Edition ( Recommendations ). The Recommendations are not mandatory, however, the Recommendations that will not be followed have been identified and reasons provided for not following them along with what (if any) alternative governance practices the Company intends to adopt in lieu of the recommendation.

The Company has adopted a Board Charter and Corporate Governance Plan ( Board Charter ) which provides the written terms of reference for the Company's corporate governance duties.

Due to the current size and nature of the existing Board and the magnitude of the Company's operations, the Board does not consider that the Company will gain any benefit from establishing individual Board committees and that its resources would be better utilised in other areas. The Board is of the view that at this stage the experience and skill set of the current Board is sufficient to perform these roles. Until such time that the Board establishes the relevant committees referred to in this Corporate Governance Statement, the Board will follow the principles set out in the Board Charter and, to the extent practicable and applicable and having regard to the Company's circumstances and operations, will implement the committee charters. Under the Company's Board Charter, the duties that would ordinarily be assigned to individual committees are currently carried out by the full Board.

The Board Charter is available on the Company's website.

Recommendations(4th Edition)	Comply	Explanation
Principle 1: Lay sold 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 Company has adopted a Board Charter that sets out the specific roles and responsibilities of the Board, requirements as to the Board's composition, the roles and responsibilities of the Chair of the Board, Company Secretary and Managing Director, Directors' access to Board papers, details of the Board's relationship with management, a description of those matters expressly reserved to the Board and those delegated to management and details of the Board's performance review. A copy of the Company's Board Charter is available on the Company's website.
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	(a) The Company has guidelines for the appointment and selection of the Board and senior executives in its Board Charter. Further, the Company's Remuneration and Nomination Committee Charter requires the Remuneration and Nomination Committee (or, in its absence, the Board to the extent practicable) 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. In the event of an unsatisfactory check, a Director is required to submit their resignation. (b) A copy of the Company's Remuneration and Nomination Committee Charter is available on the Company's website. Under the Board Charter and the Remuneration and Nomination Committee Charter, the Company will provide all material information in relation to a decision on whether or not to elect or re-elect a Director to security holders.
Recommendation 1.3 A listed entity should have a written agreement with each Director and senior executive settingout the terms of their appointment.	Yes	The Company's Board Charter requires that the Company have a written agreement with each Director and senior executive setting out the terms of their appointment. The Companyhas written agreements with each of its Directors and senior executives.
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 proper functioning of the Board.	Yes	The Board Charter outlines the roles, responsibility and accountability of the Company Secretary. In accordance with this, the Company Secretary's accountable directly to the Board, through the Chair, on all governance matters and reports directly to the Chair as the representative of the Board.
Recommendation 1.5 A listed entity should: (a) have and discloses a diversity policy;	Partially	(a) The Company has adopted a Diversity Policy which provides a framework for the Company to establish, achieve and measure diversity objectives, including in respect of gender diversity.

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Recommendations (4[th] Edition) Comply Explanation

• (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:

• (i) the measurable objectives set for that period to achieve gender diversity;

• (ii) the entity's progress towards achieving those objectives; and (iii) 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 / ASC 300 Index of 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 direction of each gender within a specified period.

A copy of the Company's Diversity Policy is available on the Company's website.

• (b) The Diversity Policy allows the Board to set measurable gender diversity objectives and to continually monitor both the objectives if any have been set and the Company's progress in achieving them.

• (c) Given the small size of the Board and the nature of the Company's operations, the Board does not presently intend to set measurable gender diversity objectives because:

• (i) the Board does not anticipate there will be a need to appoint any new Directors or senior executives due to the limited nature of the Company's existing and proposed activities and the Board's view that the existing Directors and senior executives have sufficient skill and experience to carry out the Company's plans;

• (ii) if it becomes necessary to appoint any new Directors or senior executives, the Board will consider the application of the measurable diversity objectives and determine whether, given the small size of the Company and the Board, requiring specified objectives to be met will unduly limit the Company from applying the Diversity Policy as a whole and the Company's policy of appointing the best person for the job; and

• (iii) 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) for each financial year will be disclosed in the Company's Annual Report.

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Recommendations(4th Edition)	Comply	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 thatperiod.	Yes	(a) The Company's Board Charter provides that the Company undertake an evaluation of the Board and Director performance. (b) The Company will disclose whether or not performance evaluations were conducted during the relevant reporting period.
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	(a) The Company's Board Charter provides that the Company will evaluate the performance of the Company's senior executives on an annual basis. A senior executive, for these purposes, means key management personnel (as defined in the Corporations Act) other than a non-executive Director. The applicable processes for these evaluations can be found in the Company's Board Charter. (b) The Company will disclose whether or not performance evaluations were conducted during the relevant reporting period. Under the Board Charter, the Company will complete performance evaluations in respect of the senior executives (if any) for each financial year in accordance with the applicable processes.
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: (i) has at least three members, a majority of whom are independent Directors; and (ii) is chaired by an independent Director, and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) 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 of those meetings;or	Partially	(a) Due to the current size and nature of the existing Board and the size of the Company's operations, the Board does not consider that the Company will gain any benefit from individual Nomination committee and that its resources would be better utilised in other areas. However, the Company has adopted a Remuneration and Nomination Committee Charter that provides for the creation of a Remuneration and Nomination Committee (if it is considered it will benefit the Company), with at least three members, all of whom are to be Non- Executive Directors and, if possible, the majority to be independent Directors, and which must be chaired by an independent Director. (b) The Company does not presently have a Nomination Committee as the Board considers that the Company will not currently benefit from its establishment.

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Recommendations(4th Edition)	Comply	Explanation	Explanation	Explanation	Explanation	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 responsibilities effectively.		The Board Charter provides that the Board will review capabilities, technical skills and personal attributes of its directors. (c) In accordance with the Company's Board Charter, due to the size and nature of the Company, the Board performs the role of the Nomination Committee (to the extent practicable, having regard to the Company's circumstances). Until such a time that the Board establishes a Nomination Committee, the Board carries out 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 annual to discuss Board succession issues; 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.
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's objective is to have an appropriate mix of expertise and experience on its Board so that it can effectively discharge its corporate governance and oversight responsibilities. It is the Board's view that the current directors possess an appropriate mix of relevant skills, experience, expertise and diversity to enable the Board to discharge its responsibilities and deliver the Company's strategic objectives. This mix is subject to review on a regular basis as part of the Board's performance review process. The Board does not maintain a formal matrix of Board skills and experience, however the diversity of experience and assessment of any gaps in skills and experiences are a key consideration for any proposed appointment to the Board. Details as to each Director and senior executive's relevant skills and experience are available in the Company's Annual Report.
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 or relationship of the type described in Box 2.3 of the ASX Corporate Governance Principles and Recommendations (4thEdition), but the Board is of the opinion that it does not compromise the independence of the Director, the	Yes	(a)	As at 25 May 2021 (the date of lodgement of the Company's Prospectus with ASIC and ASX (Prospectus)), the Board comprises of: Name Role Independent? Date appointed Cathy Moises Non-Executive Chair Yes 11 February 2021 Tony Schreck Managing Director No 4 December 2020
			Name	Role	Independent?	Date appointed
			Cathy Moises	Non-Executive Chair	Yes	11 February 2021
			Tony Schreck	Managing Director	No	4 December 2020

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Recommendations(4th Edition)	Comply	Explanation	Explanation
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.		(b) (c) (d)	Shane Goodwin	Non-Executive Director	Yes	28 August 2020
			Michael Pitt	Non-Executive Director	Yes	28 August 2020
Recommendation 2.4 A majorityof the Board of a listed entityshould be independent Directors.	Yes	The Board currently comprises a total of four (4) directors, of which three (3) are considered to be independent Non-Executive Directors.
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	Ms Cathy Moises was appointed as Non-Executive Chair on 11 February 2021 and is an independent Non-Executive Director. She does not perform the role of Managing Director of the Company. A copy of the definition of 'independence' adopted by the Company is annexed to the Company's Board Charter at Annexure A,available on the Company's website.
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	Under the Board Charter, new directors go through an induction process which includes meeting with key executives, tours of the premises, an induction package and presentations. The Company also expects all Directors and the Managing Director to commit to at least 2 days of professional development each year and allocates an annual budget to encourage Directors to participate in training and development programs. The Company will also review the need for any continuing professional development programs and procedures for Directors to ensure that they can effectively discharge their responsibilities.

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Recommendations(4th Edition)	Comply	Explanation
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 Company is committed to conducting all of its business activities fairly, honestly with a high level of integrity, and in compliance with all applicable laws, rules and regulations. The Board, management and employees are dedicated to high ethical standards and recognise and support the Company's commitment to compliance with these standards. The Company's values are set out in its Statement of Values, a copy of which is available on the Company's website.
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 anymaterial breaches of that code.	Yes	The Company's Code of Conduct applies to the Company's Directors, senior executives and employees. Any material breaches of the Code of Conduct are reported by the Company Secretary to the Board.
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 breaches reported under that policy.	Yes	The Board has adopted a Whistleblower Policy to ensure concerns regarding unacceptable conduct including breaches of the Company's code of conduct can be raised on a confidential basis, without fear of reprisal, dismissal or discriminatory treatment. The purpose of this policy is to promote responsible whistleblowing about issues where the interests of others, including the public, or of the organisation itself are at risk. Under the Company's Whistleblower Policy, any material breaches of the are to be reported to the Non-Executive Chair and Company Secretary of the Board. A copy of the Whistleblower Policyis available on the Company's website.
Recommendation 3.4 A listed entity should: (a) have and disclosed 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 a zero-tolerance approach to bribery and corruption and is committed to acting professionally, fairly and with integrity in all business dealings. The Board has adopted an anti-bribery and anti-corruption policy for the purpose of setting out the responsibilities in observing and upholding the Company's position on bribery and corruption, reinforce the Company’s values and to provide information and guidance to those working for the Company on how to recognise and deal with bribery and corruption issues. Under the Company's Anti-Bribery and Anti-Corruption Policy, any material breaches of the Anti-Bribery and Anti-Corruption Policy are to be reported to the Non-Executive Chair and Company Secretary of the Board. A copy of the Anti-Bribery and Anti- Corruption Policyis available on the Company's website.

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Recommendations(4th Edition)	Comply	Explanation
Principle 4: Safeguard the integrity of corporate reports
Recommendation 4.1 The Board of a listed entity should: (a) have an audit committee which: (i) has at least three members, all of whom are non-executive Directors and a majority of whom are independent Directors; and (ii) is chaired by an independent Director, who is not the Chair of the Board, and disclose: (iii) the charter of the committee; (iv) the relevant qualifications and experience of the members of the committee; and (v) 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.	Partially	(a) Due to the current size and nature of the existing Board and the size of the Company's operations, the Board does not consider that the Company will gain any benefit from establishing an individual Audit committee and that its resources would be better utilised in other areas. However, the Company has adopted an Audit and Risk Committee Charter that provides for the creation of an Audit and Risk Committee with at least three members, the majority of which must be Non-Executive Directors. Further, the Audit and Risk Committee Charter requires that the Audit and Risk Committee (or, in its absence, the Board) to review the appointment and removal of the external auditor. The Committee must be chaired by an independent Director who is not the Chair. A copy of the Audit and Risk Committee Charter is available on the Company's website. (b) The Company does not presently have an Audit Committee as the Board does not consider the Company will currently benefit from its establishment. Due to the size and nature of the Company, the Board will perform the following processes to independently verify the integrity of the Company's periodic reports which are not audited or reviewed by an external auditor: (i) the Board devotes time at Board meetings to fulfilling the roles and responsibilities associated with maintaining the Company's internal audit function and arrangements with external auditors; and (ii) 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. Further the Company has a Policy on the Selection, Appointment and Rotation of External Auditors Policy that governs the processes for appointment, removal and rotation of the external auditor.
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 beenproperlymaintained and that the financial statements complywith	Yes	Under the Company's Risk Management Policy, which is available on the Company's website, the Board receives, prior to their approval of the Company's financial statements for a financial period (ie. the quarterly, half year and full year reports), written assurances from the Managing Director (being the CEO equivalent) and the CFO that, in their respective opinions, the financial records of the company have been

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Recommendations(4th Edition)	Comply	Explanation
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.		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 Company and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively, as required under section 295A of the Corporations Act and asper the 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	When preparing reports for release to the market including the quarterly activity and cash flow reports these reports shall be prepared and reviewed by the Audit and Risk Committee before being presented to the Board for review and approval (or in the absence of an Audit and Risk Committee, directly to the Board). Such reports shall not be released to market without this review and approval process by executive management and the Board.
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's Continuous Disclosure Policy provides how the Company complies with its continuous disclosure obligations under the Corporations Act and the ASX Listing Rules. The Continuous Disclosure Policy: (a) raises awareness of the Company's obligations under the continuous disclosure regime; (b) establishes a process to ensure that information about the Company which may be market sensitive and which may require disclosure is brought to the attention of the relevant person in a timely manner and is kept confidential; and (c) sets out the obligation of Directors, officers and employees of the Company to ensure that the Company complies with its continuous disclosure obligations. A copyof the Continuous Disclosure Policyis available on the Company's website.
Recommendation 5.2 A listed entity should ensure that its board receives copies of all material market announcementspromptlyafter theyhave been made.	Yes	Under the Company's Continuous Disclosure Policy, all members of the Board will receive material market announcements promptly after they have been made.
Recommendation 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 thepresentation.	Yes	Under the Company's Continuous Disclosure Policy, all substantive investor or analyst presentations will be released on the ASX Markets Announcement Platform ahead of such presentations.
Principle 6: Respect the rights of security holders
Recommendation 6.1	Yes	Information about the Company and its governance is available on the Company's website.

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Recommendations(4th Edition)	Comply	Explanation
A listed entity should provide information about itself and its governance to investors via its website.
Recommendation 6.2 A listed entity should have an investor relations program that facilitates effective two-way communication with investors.	Yes	The Company's Shareholder Communications Policy aims to promote and facilitate effective two-way communication with investors. The Policy outlines a range of ways in which information is communicated to shareholders. A copy of the Shareholder Communications Policy is available on the Company's website.
Recommendation 6.3 A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.	Yes	Security holders are encouraged to participate at all of the Company's general meetings and Annual General Meetings. Upon the despatch of any notice of meeting to security holders, the Company Secretary shall send out material stating that all security holders encouraged toparticipate at the meeting.
Recommendation 6.4 A listed entity should ensure that all substantive resolutions at a meeting of securityholders are decided byapoll rather than bya show of hands.	Yes	All substantive resolutions of security holder meetings will be decided by a poll rather than a show of hands.
Recommendation 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 Company's Shareholder Communications Policy provides that security holders can register through the Company's share registry to receive notifications from the Company electronically. Links are made available to the Company's website on which all information provided to the ASX is immediately posted. Shareholdersqueries should be referred to the CompanySecretaryat first instance.
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: (i) has at least three members, a majority of whom are independent Directors; and (ii) is chaired by an independent Director, and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) 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	Partially	(a) The Company does not presently have a Risk Committee. However, the Company has adopted a Audit and Risk Committee Charter that provides for the creation of an Audit and Risk Committee with at least three members, the majority of which must be independent non-executive Directors. The Committee must be chaired by an independent Director who is not the Chair. (b) The Company does not presently have a Risk Committee as the Board considers that the Company will not currently benefit from its establishment. In accordance with the Company's Board Charter, due to the size and nature of the Company, the Board performs the role of the Risk Committee (to the extent practicable and having regard to the size of the Company and its circumstances). Until such a time the Board establishes the Risk Committee, the Board will oversee the Company's risk management framework. The Board will regularlydevote time at Board meetings to fulfillingthe roles and

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Recommendations(4th Edition)	Comply	Explanation
(b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the process it employs for overseeing the entity's risk management framework.		responsibilities associated with overseeing risk and maintaining the entity's risk management framework and associated internal compliance and control procedures.
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	(a) The Audit and Risk Committee Charter requires that the Audit and Risk Committee (or, in its absence, the Board) should, at least annually, satisfy itself that the Company's risk management framework continues to be sound and that the Company is operating with due regard to the risk appetite set by the Board. (b) The Company will disclose at least annually whether such a review of the Company's risk management framework has takenplace.
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 (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.	No	(a) The Audit and Risk Committee Charter provides for the Audit and Risk Committee (or, in its absence the Board) to monitor and periodically review the need for an internal audit function as well as assess the performance and objectivity of any internal audit procedures that may be in place. (b) The Company does not presently have an internal audit function. The Board considers the process employed pursuant to the Audit and Risk Committee Charter and Risk Management Policy are sufficient for evaluating and continually improving the effectiveness of its risk management and internal control processes given the size and complexity of the current business. A copyof the Risk Management Policyis available on the Company's website.
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 identifies and manages material exposure to environmental and social risks in a manner consistent with its Risk Management Policy, which is available on the Company's website. The Company has, and continues to, undertake various organisation wide risk reviews to identify potential business risks. (a) Environmental: The Company's operations are subject to Australian environmental laws and regulations, the costs of complying with these laws and regulations may impact the development of economically viable projects, although the Company believes it is in compliance with the applicable environmental laws and regulations, there are certain risks inherent to its activities, such as accidental spills, leakages or other unforeseen circumstances, which could subject the Companyto extensive liability.

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Recommendations(4th Edition)	Comply	Explanation
		(b) Social: The Company recognises that a failure to manage stakeholder expectations may lead to disruption to the Company's operations.
Principle 8: Remunerate fairly and responsibly
Recommendation 8.1 The Board of a listed entity should: (a) have a remuneration committee which: (i) has at least three members, a majority of whom are independent Directors; and (ii) is chaired by an independent Director, and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) 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, disclosure that fact and the processes it employs for setting the level and composition or remuneration for Directors and senior executives and ensuring that such remuneration is appropriate and not excessive.	Partially	(a) The Company does not presently have a Remuneration 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, all of whom are to be Non- Executive Directors and, if possible, the majority to be independent Directors, and which must be chaired by an independent Director. (b) Due to the size and nature of the Company, the Company does not presently have a Remuneration Committee. Until such a time that the Board establishes the Remuneration Committee, the Board will set the level and composition of remuneration for Directors and senior executives and ensuring that such remuneration is appropriate and not excessive. The Board will devote time at the annual Board meeting to assess the level and composition of remuneration for Directors and senior executives.
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 Board Charter sets out the basis for the remuneration of Directors and senior executives. Further, the Company's Remuneration and Nomination Committee Charter sets out the Company's policies and practices regarding the remuneration of Directors and senior executives.
Recommendation 8.3 A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk or participating in the scheme; and (b) disclose that policy or a summary of it.	Yes	The Company's Trading Policy prohibits the use of Derivatives in relation to unvested equity instruments, including performance share rights and vested securities that are subject to disposal restrictions at all times, irrespective of trading windows. This is in line with the requirements of the_Corporations Amendment (Improving Accountability on_ _Director and Executive Remuneration) Act_2011 (Cth), and is intended to prevent transactions which could have the effect of distorting the proper functioning of performance hurdles or reducing the intended alignment between management's and shareholders' interests. For the purposes of this policy, hedging includes the entry into any derivative transaction within the meaning given in section 761D of the Corporations Act(such as

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Recommendations(4th Edition)	Comply	Explanation
		options, forward contracts, swaps, futures, warrants, caps and collars) and any other transaction in financial products which operate to limit (in any way) the economic risk associated with holding the relevant securities. The TradingPolicyis 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 and can discharge their obligations in relation to those documents.	N/A	The Company is an Australian incorporated entity operating in Australia. All Board or security holder meetings will be conducted, and all key corporate documents will be written, in English. Should the Company eventually have a non-English speaking Director, the Company will translate all key corporate documents for the benefit of the Director. In addition, the Company can arrange for a translator to be present for all Board and security holder meetings.
Recommendation 9.2 A listed entity established outside Australia should ensure that meetings of securityholders are held at a reasonableplace and time.	N/A	The Company is an Australian incorporated entity. In any event, all securityholder meetings will be held at a reasonable place and time for shareholders.
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.	N/A	The Company is an Australian incorporated entity and the Company's auditor has offices based in Australia. The Company's auditor will attend the Company's Annual General Meeting and will be available to answer questions from Shareholders in respect of the Company's audit.

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