PATERSON RESOURCES LTD — Governance Information 2020

Sep 28, 2020

PATERSON RESOURCES LIMITED ACN 115 593 005 (Company)

CORPORATE GOVERNANCE STATEMENT

FOR THE FINANCIAL YEAR ENDING 30 JUNE 2020

This Corporate Governance Statement is current as at 29 September 2020 and has been approved by the Board of the Company on that date.

This Corporate Governance Statement discloses the extent to which the Company has, during the financial year ending 30 June 2020, followed 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 have not been followed for any part of the reporting period have been identified and reasons provided for not following them along with what (if any) alternative governance practices were adopted in lieu of the recommendation during that period.

The Company has adopted a Corporate Governance Plan 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 individual Board committees and that its resources would be better utilised in other areas as the Board is of the strong view that at this stage the experience and skill set of the current Board is sufficient to perform these roles. Under the Company's Board Charter, the duties that would ordinarily be assigned to individual committees are currently carried out by the full Board under the written terms of reference for those committees.

The Company's Corporate Governance Plan is available on the Company's website at https://www.patersonresources.com.au/

	TH EDITION)RECOMMENDATIONS(4	COMPLY	EXPLANATION
	Principle 1: Lay solid foundations for management and oversight
(a)	Recommendation 1.1A listed entity should have and disclose a board charterwhich sets out the respective roles and responsibilitiesof the Board, the Chairand management,and includesa description of those matters expressly reserved to theBoard and those delegated to management.	YES	The Company has adopted a Board Charterthat sets out the specificroles and responsibilities of the Board,the Chairand managementandincludes a description of those matters expressly reserved to the Boardand those delegated to management.The Board Charter sets out the specific responsibilities of the Board,requirements as to the Board's composition, the roles andresponsibilities of the Chairman and Company Secretary, theestablishment, operation and management of Board Committees(ifany), Directors' access to Company records and information, details ofthe Board's relationship with management, details of the Board'sperformance review and details of the Board's disclosure policy.

	TH EDITION)RECOMMENDATIONS(4	COMPLY	EXPLANATION
			A copy of the Company's Board Charter, which is part of the Company'sCorporate Governance Plan, is available on the Company's website.
(a)(b)	Recommendation 1.2A listed entity should:undertake appropriate checks before appointing adirector or senior executiveor putting someone forwardfor electionas a Director; andprovide security holders with all material informationinits possessionrelevant to a decision on whether or notto elect or re-elect a Director.	YES	(a)The Company has guidelines for the appointment and selectionof the Boardand senior executivesin its Corporate GovernancePlan. The Company's Nomination CommitteeCharter(intheCompany'sCorporateGovernancePlan)requirestheNomination Committee(or, in its absence, the Board) to ensureappropriate checks (including checks in respect of character,experience, education, criminal record and bankruptcy history(as appropriate)) are undertaken before appointing a person, orputting forward to security holders a candidate for election, as aDirector.In the event of an unsatisfactory check, a Director isrequiredto submit their resignation.(b)Under the Nomination CommitteeCharter, all materialinformation relevant to a decision on whether or not to elect orre-elect a Director mustbe provided to security holders in theNotice of Meeting containing the resolution to elect or re-elect a
	Recommendation 1.3A listed entity should have a written agreement with each Directorand senior executive setting out the terms of their appointment.	YES	Director.The Company's Nomination CommitteeCharter requires the NominationCommittee (or, in its absence, the Board) to ensure that each Directorand senior executive ispersonallya party to a written agreement withthe Company which sets out the terms of that Director's or seniorexecutive's appointment.The Company has had written agreements with each of its Directors andsenior executives for the past financial year.
	Recommendation 1.4The Company Secretary of a listed entity should be accountabledirectly to the Board, through the Chair, on all matters to do withthe proper functioning of the Board.	YES	The Board Charter outlines the roles, responsibility and accountability ofthe Company Secretary. In accordance with this, the CompanySecretary is accountable directly to the Board, through the Chair, on allmatters to do with the proper functioning of the Board.
(a)(b)	Recommendation 1.5A listed entity should:haveand disclosea diversity policy;through its board or a committee of the board setmeasurable objectives for achieving gender diversity in	PARTIALLY	(a)The Company has adopted a Diversity Policywhich provides aframework for the Company to establish,achieve and measurediversity objectives,including in respect of gender diversity.TheDiversity Policy is available, as part of the CorporateGovernance Plan, on the Company's website.

TH EDITION)RECOMMENDATIONS(4				COMPLY	EXPLANATION
(c)	(i)(ii)(iii)	workforce generally;disclose in relation toachieveobjectives; andeither:(A)(B)	the composition of its board, senior executives andandeach reporting period:the measurable objectives set for that period togender diversity;the entity's progress towards achieving thosethe respective proportions of menand women on the Board, in seniorexecutive positions and across thewhole workforce (including how theentity has defined "senior executive"for these purposes); orif the entity is a "relevant employer"undertheWorkplaceGenderEquality Act, theentity's most recent"Gender Equality Indicators", asdefined in the Workplace GenderEquality Act.		(b)(c)	The Diversity Policydiversity objectives,(i)(ii)whole	allowsmonitor both the objectives [if any have been setCompany's progress in achieving them.the past financial year, because:experience to carry out the Company's plans; andfinancial year is disclosed	the Board to setbelow.		measurable genderif considered appropriate, and to continuallyand theThe Board did not set measurable gender diversity objectives forthe Board did not anticipate there would be a need toappoint any new Directors or senior executives due tothe limited nature of the Company's existing andproposed activities and the Board's view that the existingDirectors and senior executives have sufficient skill andthe respective proportions of men and women on theBoard, in senior executive positions and across theorganisation (including how the entity has defined"senior executive" for these purposes) for the past
If the entity was in the S&P/ASX 300 Index at thecommencement of the reporting period, the measurable objectivefor achieving gender diversity in the composition of its boardshould be to have not less than 30% of its directors of eachgender within a specified period.			Other KMP1	Board of DirectorsOther EmployeesTotal Organisation	Women-1-1	Men3--3	Total31-4	% Female-25%-25%
					1Anof		Company Secretary, is held by a female contractor to the Company.			executive office holding below the Board level, this being the position

TH EDITION)RECOMMENDATIONS(4	COMPLY	EXPLANATION
Recommendation 1.6A listed entity should:(a)have and disclose a process for periodically evaluatingthe performance of the Board, its committees andindividual Directors; and(b)discloseforeachreportingperiodwhetheraperformance evaluation has been undertaken inaccordance with that process during or in respect of thatperiod.	PARTIALLY	(a)The Company's Nomination Committee (or, in its absence, theBoard) is responsible for evaluating the performance of theBoard, its committees(if any)and individual Directors on anannual basis. It may do so with the aid of an independentadvisor. The process for this is set outin the Company'sCorporate Governance Plan,which is available on theCompany's website.(b)The Company's Corporate Governance Plan requires theCompanyto disclosewhether or not performance evaluationswere conducted during the relevant reporting period. The Boardhas developed an informal process for performance evaluationwhereby the performance of all directors is reviewed regularly bythe Chair. The Board as a whole may then hold a facilitateddiscussion during which each Board member has theopportunity to raise any matter, suggestion for improvement orcriticism with the Board as a whole. The Chair and of the Boardmay also meet individually with each Board member to discusstheir performance. Non-executive directors may also meet todiscuss the performance of the Chair. Directors whoseperformance is consistently unsatisfactory may be asked toretire.The Company has not completed formal performanceevaluations in respect of the Boardand individual Directors forthe past financial year in accordance with the above process.Going forward, when the Company's operations are of sufficientsize and complexity, it is the Company's intention that alldirectors will receive individual performance evaluations at leastannually.
Recommendation 1.7A listed entity should:(a)have and disclose a process for evaluating theperformance of its senior executivesat least once everyreporting period; and(b)discloseforeachreportingperiodwhetheraperformance evaluation has been undertaken inaccordance with that process during or in respect of thatperiod.	PARTIALLY	(a)The Company's Nomination Committee (or, in its absence, theBoard) is responsible for evaluating the performance of theCompany's senior executiveson an annual basis. TheCompany's Remuneration Committee (or, in its absence, theBoard) is responsible for evaluating the remuneration of theCompany's senior executives on an annual basis. A seniorexecutive, for these purposes, means key managementpersonnel (as defined in the Corporations Act) other than a nonexecutive Director.

	TH EDITION)RECOMMENDATIONS(4	COMPLY	EXPLANATION
				The applicable processesfor these evaluations can be found inthe Company's Corporate Governance Plan, which is availableon the Company's website.
			(b)	The Company has developed an informal process ofperformance evaluation whereby an assessment of progress iscarried out throughout the year. The Board as a whole may thenhold a facilitated discussion during which each Board memberhas the opportunity to raise any matter, suggestion forimprovement or criticism with the Board as a whole. The Chairof the Board may also meet individually with Executive Directors,to discuss their performance. Executive Directors whoseperformance is consistently unsatisfactory may be asked toretire.The Company currently has not completed anyformalperformance evaluationsin respect of the senior executives forthe past financial year in accordance with the applicableprocesses.
	Principle 2: Structure the Board tobe effective andadd value
(a)	Recommendation 2.1The Board of a listed entity should:have a nomination committee which:(i)has at least three members, a majority ofwhom are independent Directors; and(ii)is chaired by an independent Director,	PARTIALLY	(a)(b)	The Company's Nomination Committee Charter provides for thecreation of a Nomination Committee(if it is considered it willbenefit the Company), with atleast three members, a majority ofwhom are independent Directors, and which mustbe chaired byan independent DirectorThe Company did not have a Nomination Committee for the past
	and disclose:			financial year as the Board did not consider the Company wouldbenefit from its establishment. In accordance with the
	(iii)the charter of the committee;(iv)the members of the committee; and(v)as at the end of each reporting period, thenumber of times the committee met throughoutthe period and the individual attendances ofthe members at those meetings; or			Company's Board Charter, the Board carries out the duties thatwould ordinarily be carried out by the Nomination Committeeunder the Nomination Committee Charter, including thefollowing processes to address succession issues and to ensurethe Board has the appropriate balance of skills, experience,independence and knowledgeof the entity to enable it todischarge its duties and responsibilities effectively:
(b)	if it does not have a nomination committee, disclose thatfact and the processes it employs to address Board			(i)devoting time at least annually to discuss Boardsuccession issues; and
	succession issues and to ensure that the Board has theappropriate balance of skills,knowledge, experience,			(ii)all Board members being involved in the Company'snomination process, to the maximum extent permittedunder the Corporations Act and ASX Listing Rules.

TH EDITION)RECOMMENDATIONS(4	COMPLY	EXPLANATION
independence and diversity to enable it to discharge itsduties and responsibilities effectively.		The Board oversees the appointment and induction process fordirectors and the selection, appointment andsuccessionplanning process of the Company's Managing Director. When avacancy exists or there is a needfor a particular skill, the Board,determines the selection criteria that will be applied. The Boardwill then identifysuitable candidates, with assistance from anexternal consultant if required, and will interview and assess the
		selectedcandidates. Directors are initially appointed by theBoard and must stand for re-election at the Company's nextAnnual General Meeting of shareholders. Directors must thenretire from office and nominate for re-election at least once everythree years with the exception of the Managing Director.
Recommendation 2.2A listed entity should have and disclose a Board skillsmatrixsetting out the mix of skills that the Board currently has or islooking to achieve in its membership.	NO	Under the Nomination CommitteeCharter(inthe Company's CorporateGovernance Plan), the Nomination Committee(or, in its absence, theBoard) is required to prepare a Board skillsmatrix setting out the mix ofskills that the Board currently has (or is looking to achieve) and to reviewthis at least annuallyagainst the Company's Board skills matrix to ensuretheappropriate mix of skills to discharge its obligations effectively and toadd value and to ensure the Board has the ability to deal with new andemerging business and governance issues.
		Given the current size and stage of development of the Company theBoard has not yet established a formal boardskills matrix. Gaps in thecollective skills of the Board are regularly reviewed by the Board as awhole, with theBoard proposing candidates for directorships havingregard to the desired skills and experience required by theCompany aswell as the proposed candidates' diversity of background.
		The Board Charter requires the disclosure of each Board member'squalifications and expertise. Full details as to each Director and seniorexecutive's relevant skills and experience are available in theCompany'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 (4th Edition), 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

(a) The Board Charter requires the disclosure of the names of Directors considered by the Board to be independent. The Company has disclosed those Directors it considered to be independent in its Annual Report. The current Board composition includes 3 Non-Executive Directors (all of whom are considered to be independent), Mr Nick Johansen, Mr Brian Thomas (who is also the Company's Technical Director) and Mr Matt Bull. The Board has considered the guidance to Principle 2 and in particular the relationships affecting independent status. In its assessment of independence, the Board considers all relevant facts and circumstances. Relationships that the Board will take into consideration when evaluating independence are whether a Director: • is a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a substantial shareholder of the Company; • is employed, or has previously been employed in an executive capacity by the Company or another Company member, and there has not been a period of at least three years between ceasing such employment and serving on the Board; • has within the last three years been a principal of a material professional advisor or a material consultant to the Company or another Company member, or an employee materially associated with the service provided;

• is a material supplier or customer of the Company or other Company member, or an officer of or otherwise associated directly or indirectly with a material supplier or customer; or

• has a material contractual relationship with the Company or another Company member other than as a Director.

(b) There are no independent Directors who fall into this category;

(c) The Company's Annual Report discloses the length of service of each Director, as at the end of each financial year.

Term in Office

Nick Johansen (appointed 15 March 2019) Brian Thomas (appointed 15 March 2019) Matt Bull (appointed 27 September 2019)

YES

TH EDITION)RECOMMENDATIONS(4	COMPLY	EXPLANATION
Recommendation 2.4A majority of the Board of a listed entity should be independentDirectors.	YES	The Company's Board Charter requires that, where practical, themajority of the Board shouldbe independent. The Board currentlycomprises a total of 3directors, all ofwhom are considered to beindependent.As such, independent directors currently comprise themajority of the Board.
Recommendation 2.5The Chair of the Board of a listed entity should be an independentDirector and, in particular, should not be the same person as theCEO of the entity.	YES	The Board Charter provides that, where practical, the Chairof the Boardshould be an independent Directorand should not be the CEO/ManagingDirector.The Chair of the Company during the past financial yearwasMr NickJohansen. Mr Johansenis considered by the Board to be anindependent directorand is not the Managing Director of the Company.(TheCompany does not currently have a Managing Director).
Recommendation 2.6A listed entity should have a program for inducting new Directorsand for periodically reviewing whether there is a need for existingdirectors to undertake professional development tomaintain theskills and knowledge needed to perform their role asDirectorseffectively.	YES	In accordance with the Company's Board Charter, the NominationsCommittee (or, in its absence, the Board)is responsible for the approvaland review of induction and continuing professional developmentprograms and procedures for Directors to ensure that they caneffectively discharge their responsibilities. The Company Secretary isresponsible for facilitating inductions and professional developmentincluding receiving briefings on material developments in laws,regulations and accounting standards relevant to the Company.
Principle 3: Instil a culture of acting lawfully, ethically and responsibly
Recommendation 3.1A listed entity shouldarticulate and disclose its values.	YES	(a)The Company and its subsidiary companies (if any) arecommitted to conducting all of its business activities fairly,honestly with a high level of integrity, and in compliance with allapplicable laws, rules and regulations. The Board, managementand employees are dedicated to high ethical standards andrecognise and support the Company'scommitment tocompliance with these standards.
		(b)The Company's values are set out in its Code of Conduct (whichforms part of the Corporate Governance Plan) and are availableon the Company's website. All employees are given appropriatetraining on the Company's values and senior executives willcontinually reference such values.

	RECOMMENDATIONS	TH EDITION)(4	COMPLY	EXPLANATION
(a)(b)	Recommendation 3.2A listed entity should:	have and disclose a code of conduct for its Directors,senior executives and employees; andensure that the Board or a committee of the Board isinformed of any material breaches ofthat code.	YES	(a)The Company's Corporate Code of Conduct applies to theCompany's Directors, senior executives and employees(if any).(b)The Company's Corporate Code of Conduct (which forms partof the Company's Corporate Governance Plan) is available onthe Company's website. Any material breaches of the Code ofConduct are reported to the Board or a committee of the Board.
(a)(a)	Recommendation 3.3A listed entity should:policy.	have and disclose a whistleblower policy; andensure that the Board or a committee of the Board isinformed of any material incidents reported under that	YES	The Company'sWhistleblower Protection Policy (which forms part of theCorporate Governance Plan) is available on the Company's website.Any material breaches of the Whistleblower Protection Policy are to bereported to the Board.
(a)(b)	Recommendation 3.4A listed entity should:and	have and disclose an anti-bribery and corruption policy;ensure that the Board or committee of the Board isinformed of any material breaches of that policy.	YES	The Company'sAnti-Bribery and Anti-Corruption Policy (which formspart of the Corporate Governance Plan) is available on the Company'swebsite. Any material breachesof the Anti-Bribery and Anti-CorruptionPolicy are to be reported to the Board.
	Principle 4: Safeguard	theintegrity of corporate reports
(a)	Recommendation 4.1(i)(ii)and disclose:(iii)(iv)	The Board of a listed entity should:have an audit committee which:has at least three members, all of whom arenon-executive Directors and a majority ofwhom are independent Directors; andis chaired by an independent Director, who isnot the Chair of the Board,the charter of the committee;the relevant qualifications and experience ofthe members of the committee; and	PARTIALLY	(a)The Company's Corporate Governance Plan contains an Auditand Risk Committee Charter that provides for the creation of anAudit and Risk Committee with at least three members, all ofwhom must be non-executive Directors, andmajority of theCommittee must be independent Directors. The Committeemustbe chaired by an independent Director who is not the Chair.The Company did not have an Audit and Risk Committee for thepast financial yearas the Directors do not view that the size ofthe Company warrants a separate Audit Committee.

TH EDITION)RECOMMENDATIONS(4	COMPLY	EXPLANATION
(v)in relation to each reporting period, the numberof times the committee met throughout theperiod and the individual attendances of themembers at those meetings; or(b)if it does not have an audit committee, disclose that factand the processes it employs that independently verifyand safeguard the integrity of its corporate reporting,including the processes for the appointment andremoval of the external auditor and the rotation of theaudit engagement partner.		In accordance with the Company's Board Charter, the Boardcarries out the duties that would ordinarily be carried out by theAudit and Risk Committee under theAudit and Risk CommitteeCharter including the following processes to independently verifythe integrity of the Company's periodic reports which are notaudited or reviewed by an external auditor, as well as theprocesses for the appointment and removal of the externalauditor and the rotation of the audit engagement partner:(i)the Board devotes time at annual Board meetings tofulfilling the roles and responsibilities associated withmaintaining the Company's internal audit function andarrangements with external auditors; and(ii)all members of the Board are involved in the Company'saudit function to ensure the proper maintenance of theentity and the integrity of all financial reporting.The Board is of the view that the experience and professionalismof the persons on the Board is sufficient to ensure that allsignificant matters are appropriately addressed and actioned.Further, the Board does not consider that the Company is ofsufficient size to justify the appointment of additional directors forthe sole purpose of satisfying this recommendation as it wouldbe cost prohibitive and counterproductive.
Recommendation 4.2The Board of a listed entity should, before it approves the entity'sfinancial statements for a financial period, receive from its CEOand CFO a declaration that the financial records of the entity havebeen properly maintained and that the financial statementscomply with the appropriate accounting standards and give a trueand fair view of the financial position and performance of theentity and that the opinion has been formed on the basis of asound system of risk management and internal control which isoperating effectively.	YES	The Company's Audit and Risk Committee Charter requires theManaging Directorand CFO (or, if none, theperson(s) fulfilling thosefunctions) to provide a sign off on these terms.The Company has obtained a sign off on these terms for each of itsfinancial statements in the past financial year.
Recommendation 4.3	(a)YES	The Company ensuresthat the corporate reports it releases arereviewed by Management and provided to the Board to ensure thefinancialandtechnicalcontentisaccurate,balancedand

TH EDITION)RECOMMENDATIONS(4	COMPLY	EXPLANATION
A listed entity should disclose its process to verify the integrity ofany periodic corporate report it releases to the market that is notaudited or reviewed by an external auditor.	(b)	understandable. Where appropriate, information contained in corporatereports is referenced to supporting documents and sources.Further, in accordance with Section 295A of the Corporations Act 2001and Recommendation 4.2 of the ASX Corporate Governance Principlesand Recommendations, the Managing Directorand CFO makedeclarations to the Board that the Company's financial records havebeen properly maintained in accordance with the Act and that thefinancial statements comply with accounting standards and give a trueand fair view of the financial position and performance of the Companyandthat the above statement is founded on a sound system of riskmanagement and internal control and that the systemswhich areoperating effectively in all material respects in relation to financialreporting risks.
Principle 5: Make timely and balanced disclosure
Recommendation 5.1A listed entity shouldhave and disclose a written policy forcomplying with its continuous disclosure obligations under listingrule 3.1.	YES	(a)The Company'sCorporate Governance Plan details theCompany's Continuous Disclosure policy.(b)The Corporate Governance Plan, which incorporates theContinuousDisclosure policy, isavailable on the Company'swebsite.
Recommendation 5.2A listed entity should ensure that its board receives copies of allmaterial market announcements promptly after they have beenmade.	YES	Under the Company's Continuous Disclosure Policy (which forms part ofthe Corporate Governance Plan), all members of the Board receivematerial market announcements promptly after they have been made.
Recommendation 5.3A listed entity that gives a new and substantive investor or analystpresentation should release a copy of the presentation materialson the ASX Market Announcements Platform ahead of thepresentation.	YES	All substantive investor or analyst presentations were released on theASX Markets Announcement Platform ahead of such presentations.
Principle 6: Respect the rights of security holders
Recommendation 6.1A listed entity should provide information about itself and itsgovernance to investors via its website.	YES	Information about the Company and its governance is available in theCorporate Governance Plan which can be foundon the Company'swebsite.

TH EDITION)RECOMMENDATIONS(4	COMPLY	EXPLANATION
Recommendation 6.2A listed entity should have an investor relations program thatfacilitates effective two-way communication with investors.	YES	The Company has adopted a Shareholder Communications Strategywhich aims to promote and facilitate effective two-way communicationwith investors. The Strategy outlines a range of ways in whichinformation is communicated to shareholders and is available on theCompany's website as part of the Company's Corporate GovernancePlan.
Recommendation 6.3A listed entity should disclose how it facilitates and encouragesparticipation at meetings of security holders.	YES	The Company's Security Holder Communication Policy addressessecurity holder attendance at Security Holder Meetings.Shareholders are encouraged to participate at all general meetings andAGMs of the Companyand provides Shareholders with the opportunityto participate in shareholder meetings by allowing voting in person, byproxy or online.
Recommendation 6.4A listed entity should ensure that all substantive resolutions at ameeting of security holders are decided by a poll rather than by ashow of hands.	NO	All resolutions at the Company's 2019 AGMwere decided by a show ofhands because it was not practical to conduct a poll based on thenumber of shareholders attending and theproxies received i.e. theCompany determined that conducting a poll would not change theoutcome of the resolution given the proxies were overwhelmingly infavour of the resolutions.Going forward, it is the intention for all substantive resolutions atsecurityholder meetings(including the AGM)to be decided by a poll.
Recommendation 6.5A listed entity should give security holders the option to receivecommunications from, and send communications to, the entityand its security registry electronically.	YES	The Company encourages the use of electronic communication andoffers Security Holders the option to receiveand send electroniccommunication to the Company and its share registry where possible.The Shareholder Communication Strategy provides that security holderscan register with the Company to receive email notifications when anannouncement is made by the Company to the ASX, including therelease of the Annual Report, half yearly reports and quarterly reports.Links are made available to the Company's website on which allinformation provided tothe ASX is immediately posted.Shareholders queries should be referred to the Company Secretary at
		first instance.
Principle 7:Recognise and manage risk

TH EDITION)RECOMMENDATIONS(4		COMPLY	EXPLANATION
Recommendation 7.1The Board of a listed entity should:(a)have a committee or committees to oversee risk, eachof which:(i)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)the members at those meetings; or(b)if it does not have a risk committee or committees thatsatisfy (a) above, disclose that fact and the process itemploys for overseeing the entity's risk managementframework.	has at least three members, a majority ofas at the end of each reporting period, thenumber of times the committee met throughoutthe period and the individual attendances of	PARTIALLY	(a)The Company did not have an Audit and Risk Committee for thepast financial year as theDirectors do not view that the size ofthe Company warrants a separate Risk Committee. All mattersthat might properly be dealt with by the Risk Committee are dealtwith by the full Board. The Company's Corporate GovernancePlan contains an Audit and RiskCommittee Charter thatprovides for the creation of an Audit and Risk Committee (ifdeemed appropriate in the future) with at least three members,all of whom must be non-executive Directors, and majority of theCommittee must be independent Directors. The Committee mustbe chaired by an independent Director who is not the Chair.(b)The Company did not have an Audit and Risk Committee for thepast financial year. The Board is of the view that theexperienceand professionalism of the persons on the Board is sufficient toensure that all significant matters areappropriately addressedand actioned. Further, the Board does not consider that theCompany is of sufficient sizeto justify the appointment ofadditional directors for the sole purpose of satisfying thisrecommendation as it wouldbe cost prohibitive andcounterproductive.The Board is responsible for overseeing theestablishment and implementation of effective risk managementand internal control systems to manage the Company's materialbusiness risks and for reviewing and monitoringthe Company'sapplication of those systems.Major risk categories reportedinclude operational risk, environmental risk, sustainability,statutory reportingand compliance, financial risks (includingfinancial reporting, treasury, information technology andtaxation), andmarket related risks.

	TH EDITION)RECOMMENDATIONS(4	COMPLY		EXPLANATION
(a)(b)	Recommendation 7.2The Board or a committee of the Board should:review the entity's risk management framework at leastannually to satisfy itself that it continues to be soundandthat the entity is operating with due regard to the riskappetite set by the Board; anddisclose in relation to each reporting period, whethersuch a review has taken place.	PARTIALLY	(a)management frameworkfor reviewing and monitoringfulfilling the(b)operating environment. A2020.process by devotinganyprocedures.	The Audit and Risk Committee Charter requires that the Auditand Risk Committee (or, in its absence, the Board) should, atleast annually, satisfy itself that the Company's risk managementframework continues to be soundand that the Company isoperating with due regard to the risk appetite set by the Board.The Board is responsible for reviewing the Company's riskand overseeing the establishment andimplementation of effective risk managementand internal controlsystems to manage the Company's material business risks andthe Company's application of thosesystems. The Board devotes time at quarterly Board meetings toroles and responsibilities associated with overseeingrisk and maintaining the entity's risk managementframeworkand associated internal compliance and control procedures.Risk framework reviews may occur more or less frequently thanannually as necessitated by changes in the Company and itsformal risk framework reviewhas nottaken place during the transitional financial year ended 30 JuneAs stated above, the Board follows an informal risk reviewtime at quarterly Board meetings to tablerisks and monitorinternal compliance and control
(a)(b)	Recommendation 7.3A listed entity should disclose:if it has an internal audit function, how the function isstructured and what role it performs; orif it does not have an internal audit function, that fact andthe processes it employs for evaluating and continuallyimproving the effectiveness of its governance, riskmanagement and internal control processes.	YES	(a)Risk Committee(b)financial year.responsiblesystems.	The Audit and Risk Committee Charterprovides for theAudit and(and in its absence, the Board)to monitor andperiodically review the need for aninternal audit function, as wellas assessing the performance and objectivity of any internalaudit procedures that may be in place.The Company did not have an internal audit function for the pastAs set out in Recommendation 7.1, the Board isforoverseeingtheestablishmentandimplementation of effective risk management and internal controlsystems to manage the Company's material business risksandfor reviewing and monitoring the Company's application of those

TH EDITION)RECOMMENDATIONS(4			COMPLY	EXPLANATION
Recommendation 7.4A listed entity should disclose whether it has any materialexposure to environmental or social risks and, if it does, how itmanages or intends to manage those risks.			YES	The Audit and Risk Committee Charter requires the Audit and RiskCommittee (or, in its absence, the Board) to assist managementtodetermine whether the Company has any potential or apparent exposureto environmental or social risks and, if it does, put in place managementsystems, practices and procedures to manage those risks.
				The Company's Corporate Governance Plan requires the Company todisclose whether it has any potential or apparent exposure toenvironmental or social risks and, if it does, put in place managementsystems, practices and procedures to manage those risk.
				Where the Company does not have material exposure to environmentalor social risks, report the basis for that determination to the Board, andwhere appropriate benchmark the Company's environmental or socialrisk profile against its peers.
		The Company discloses this information in its Annual Report.
Principle 8: Remunerate fairly and responsibly
	Recommendation 8.1			(a)The Company did nothavea Remuneration Committee for the
The Board of a listed entity should:			PARTIALLY	past financial year.The Company's Corporate Governance Plan
(a)	have a remuneration committee which:			contains a Remuneration Committee Charter that provides forthe creation of a Remuneration Committee (if it is considered it
	(i)	has at least three members, a majority ofwhom are independent Directors; and		will benefit the Company), with at least three members, amajority of whom arebe independent Directors, and which must
	(ii)	is chaired by an independent Director,		be chaired by an independent Director.
	and disclose:			(b)The Company did not have a Remuneration Committee for the
	(iii)	the charter of the committee;		past financial year asitdid not consider the Company wouldbenefit from theestablishmentof a Remuneration Committee. Inaccordance with the Company's Board Charter, the Board
	(iv)	the members of the committee; and
	(v)	as at the end of each reporting period, thenumber of times the committee met throughoutthe period and the individual attendances ofthe members at those meetings; or		carries out the duties that would ordinarily be carried out by theRemuneration Committee under the Remuneration CommitteeCharter including the following processes to set the level andcomposition of remuneration for Directors and senior executives
(b)		if it does not have a remuneration committee, disclosethat fact and the processes it employs for setting thelevel and composition of remuneration for Directors andsenior executives and ensuring that such remunerationis appropriate and not excessive.		andensuring that such remuneration is appropriate and notexcessive:(i)the Board devotes time at an annual Board meeting toassess the level and composition of remuneration forDirectors and senior executives(if any);and

TH EDITION)RECOMMENDATIONS(4	COMPLY	EXPLANATION
		(ii)periodically benchmarks the Company's remunerationagainst its peers.
Recommendation 8.2A listed entity should separately disclose its policies and practicesregarding the remuneration of non-executive Directors and theremuneration of executive Directors and other senior executives.	YES	The Company's remuneration policy is disclosed in the Directors' Report.The policy has been set out to ensure that theperformance of Directors,key executives and staff reflect each person's accountabilities, dutiesand their level ofperformance, and to ensure that remuneration iscompetitive in attracting, motivating and retaining staff of the highestquality. A program of regular performance appraisals and objectivesetting for key executives and staff is in place. Theseannual reviewstake into account individual and company performance, marketmovements and expert advice. The Board determines any changes tothe remuneration of key executives on an annual basis.The Boarddetermines and reviews compensation arrangements for the directorsand the executive team.
Recommendation 8.3A listed entity which has an equity-based remuneration schemeshould:(a)have a policy on whether participants are permitted toenter into transactions (whether through the use ofderivatives or otherwise) which limit the economic riskof participating in the scheme; and(b)disclose that policy or a summary of it.	YES	(a)The Company did not have anequity-basedremunerationscheme during the past financial year.The Company did havea policy on whether participants arepermitted to enter into transactions (whether through the use ofderivatives or otherwise) which limit the economic risk ofparticipating in theequity schemes outlined above.TheCompany's Remuneration Committee Charter states that, theRemuneration Committee, (or in the absence of one, the Board)is required to review, manage and disclose the policy (if any) onwhether participants are permittedto enter into transactions(whether through the use of derivatives or otherwise) which limitthe economic risk of participating in the scheme. TheRemuneration Committee Charter also states that theRemuneration Committee (and in its absence, the Board) mustreview and approve any equity-based plans.(b)A copy of the Remuneration Committee Charter is contained inthe Corporate Governance Policies provided on the Company'swebsite.
Recommendation 9.1

TH EDITION)RECOMMENDATIONS(4	COMPLY	EXPLANATION
A listed entity with a director who does not speak the language inwhich board or security holder meetings are held or key corporatedocuments are written should disclose the processes it has inplace to ensure the director understands and can contribute tothe discussions at those meetings and understandsand candischarge their obligations in relation to those documents.		Not applicable
Recommendation 9.2		Not applicable
A listed entity established outside Australia should ensure thatmeetings of security holders are held at a reasonable place andtime.
Recommendation 9.3		Not applicable
A listed entity established outside Australia, and an externallymanaged listed entity that has an AGM, should ensure that itsexternal auditor attends its AGM and is available to answerquestions from security holders relevant to the audit.