PATRONUS RESOURCES LIMITED — Governance Information 2015

Sep 28, 2015

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity
Kin Mining NL
ABN/ARBN			Financial year ended
30 150 597 541			30 June 2015
			Our corporate governance statement 2 for the above period above can be found at: 3
	$\blacksquare$ these pages of our annual report:	14 to 16
	this URL on our website:
	statement] and has been approved by the board.		The Corporate Governance Statement is accurate and up to date as at [insert effective date of
			The annexure includes a key to where our corporate governance disclosures can be located.
Date here:	29/09/2015
Sign here:	Director/company secretary
Print name:	Joe Graziano

³ Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity's corporate governance statement can be found.

^<sup>1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.

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 rule 4.10.3.

^<sup>2 "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.

ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES

	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed	for the whole of the period above. We have disclosed We have NOT followed the recommendation in full $\vdots$
	PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	(a) the respective roles and responsibilities of its (b) those matters expressly reserved to the board and those delegated to management. board and management; and A listed entity should disclose:	in our Corporate Governance Statement OR ict that we follow this recommendation: this location: $\dots$ the fa đ ↘	an explanation why that is so in our Corporate we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR
		Insert location here
		responsibilities of our board and management (including those matters expressly reserved to the board and those and information about the respective roles and delegated to management): this location: $\overline{a}$ ↘
		www.kinmining.com.au/corporate profile/corporate Insert location here governance
1.2	Ч ಗ (a) undertake appropriate checks before appointing person, or putting forward to security holders decision on whether or not to elect or re-elect a information in its possession relevant to a (b) provide security holders with all material candidate for election, as a director; and A listed entity should: director.	in our Corporate Governance Statement AND the fact that we follow this recommendation: IN OUR NOTICES OF AGM Insert location here at this location: ↘ ↘	an explanation why that is so in our Corporate we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	in our Corporate Governance Statement OR the fact that we follow this recommendation: Insert location here this location: đ ↘	an explanation why that is so in our Corporate we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR

$\mathbf{r}$

for the whole of the period above. We have disclosed We have NOT followed the recommendation in full an explanation why that is so in our Corporate an explanation why that is so in our Corporate we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR Governance Statement OR $\blacktriangleright$ $\vdots$	we are an externally managed entity and this recommendation is therefore not applicable
We have followed the recommendation in full for the www.kinmining.com.au/corporate profile/corporate the fact that we have a diversity policy that complies whole of the period above. We have disclosed our Corporate Governance Statement AND the fact that we follow this recommendation: Insert location here this location: with paragraph (a): governance $\Xi$ at ↘ $\blacktriangleright$	the measurable objectives for achieving gender diversity and the information referred to in paragraphs (c)(1) or set by the board or a relevant committee of the board in copy of our diversity policy or a summary of it: accordance with our diversity policy and our progress in our Corporate Governance Statement OR in our Corporate Governance Statement OR in our Corporate Governance Statement OR towards achieving them: Insert location here Insert location here Insert location here this location: this location: this location: this location: and a $\overline{a}$ $\ddot{a}$ at đ $\sum$
a relevant includes accountable directly to the board, through the chair, on all matters to do with the proper functioning of The company secretary of a listed entity should be Corporate Governance Council recommendation which b the board policy diversity requirements for A listed entity should: $\mathfrak{a}$ the board. (a) have	(c) disclose as at the end of each reporting period the on the board, in senior executive positions Workplace Gender Equality Act, the entity's of the board in accordance with the entity's diversity policy and its progress towards achieving (1) the respective proportions of men and women and across the whole organisation (including (2) if the entity is a "relevant employer" under the most recent "Gender Equality Indicators", as set measurable objectives for achieving gender diversity and to annually both the objectives and the gender diversity set by the board or a relevant committee how the entity has defined "senior executive" defined in and published under that Act. (b) disclose that policy or a summary of it; and for achieving entity's progress in achieving them; committee of the board to for these purposes); or objectives them and either: measurable assess

$\sim$

Corporate Governance Council recommendation	We have followed the recommendation in full for the of the period above. We have disclosed whole	for the whole of the period above. We have disclosed We have NOT followed the recommendation in full $\vdots$
	Insert location here
(a) have and disclose a process for periodically evaluating the performance of the board, its was undertaken in the reporting period in accordance (b) disclose, in relation to each reporting period, whether a performance evaluation committees and individual directors; and A listed entity should: with that process.	the evaluation process referred to in paragraph (a): and the information referred to in paragraph (b): in our Corporate Governance Statement OR in our Corporate Governance Statement OR Insert location here this location: this location: $\overline{a}$ đ ↘	an explanation why that is so in our Corporate we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR
	Insert location here
(a) have and disclose a process for periodically was undertaken in the reporting period in accordance its senior (b) disclose, in relation to each reporting period, a performance evaluation $o$ f evaluating the performance A listed entity should: with that process. executives; and whether	the evaluation process referred to in paragraph (a): and the information referred to in paragraph (b): in our Corporate Governance Statement OR in our Corporate Governance Statement OR Insert location here Insert location here at this location: at this location: $\blacktriangleright$	an explanation why that is so in our Corporate we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR

$\downarrow$

	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed	for the whole of the period above. We have disclosed We have NOT followed the recommendation in full
			$\vdots$
	PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE
2.1	(a) have a nomination committee which: The board of a listed entity should:	the fact that we have a nomination committee that [If the entity complies with paragraph (a):] complies with paragraphs (1) and (2):	an explanation why that is so in our Corporate Governance Statement OR
	(1) has at least three members, a majority of (2) is chaired by an independent director, whom are independent directors; and and disclose:	in our Corporate Governance Statement OR at this location:	we are an externally managed entity and this recommendation is therefore not applicable
	(3) the charter of the committee;	Insert location here
	(5) as at the end of each reporting period, the met throughout the period and the individual number of times the committee $(4)$ the members of the committee; and	copy of the charter of the committee: this location: and a đ
	at those of the members meetings; OR attendances	Insert location here
	disclose that fact and the processes it employs to (b) if it does not have a nomination committee,	and the information referred to in paragraphs $(4)$ and $\ddot{5}$ :
	skills, knowledge, experience, independence and diversity to enable it to discharge its duties and address board succession issues and to ensure that the board has the appropriate balance of	in our Corporate Governance Statement OR this location: at
	responsibilities effectively.	Insert location here
		and the processes we employ to address board succession the fact that we do not have a nomination committee 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 in our Corporate Governance Statement OR [If the entity complies with paragraph (b):] responsibilities effectively: $\blacktriangleright$
		this location: $\overline{a}$
		Insert location here

$\sqrt{2}$

We have NOT followed the recommendation in full
for the whole of the period above. We have disclosed an explanation why that is so in our Corporate an explanation why that is so in our Corporate an explanation why that is so in our Corporate we are an externally managed entity and this we are an externally managed entity and this recommendation is therefore not applicable recommendation is therefore not applicable Governance Statement OR Governance Statement OR Governance Statement $\Box$ $\Box$ $\blacktriangleright$ $\Box$ $\blacktriangleright$ $\vdots$ ... the names of the directors considered by the board to be We have followed the recommendation in full for the whole of the period above. We have disclosed ... ... where applicable, the information referred to in $\blacksquare$ in our Corporate Governance Statement $\text{OR}$ in our Corporate Governance Statement OR in our Corporate Governance Statement OR in our Corporate Governance Statement OR $\blacksquare$ in our Corporate Governance Statement $\underline{\text{OR}}$ ... the fact that we follow this recommendation: ... the length of service of each director: IN OUR ANNUAL REPORT ... our board skills matrix: independent directors: Insert location here Insert location here Insert location here Insert location here Insert location here $\blacksquare$ at this location: at this location: $\Box$ at this location: at this location: at this location: paragraph (b): $\overline{\mathsf{I}}$ ٦ relationship in question and an explanation of (a) the names of the directors considered by the 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 (b) if a director has an interest, position, association A listed entity should have and disclose a board skills the board currently has or is looking to achieve in its matrix setting out the mix of skills and diversity that A majority of the board of a listed entity should be Corporate Governance Council recommendation why the board is of that opinion; and (c) the length of service of each director. board to be independent directors; A listed entity should disclose: independent directors. membership. $2.4$ $2.3$ $2.2$

$\circ$

	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed	for the whole of the period above. We have disclosed We have NOT followed the recommendation in full $\vdots$
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.	www.kinmining.com.au/corporate profile/corporate in our Corporate Governance Statement OR the fact that we follow this recommendation: Insert location here at this location: governance	an explanation why that is so in our Corporate we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR
2.6	A listed entity should have a program for inducting and maintain the skills and knowledge needed to development opportunities for directors to develop new directors and provide appropriate professional perform their role as directors effectively.	our Corporate Governance Statement OR the fact that we follow this recommendation: Insert location here this location: $\overline{\mathbf{u}}$ $\overline{a}$ $\blacktriangleright$	an explanation why that is so in our Corporate we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR
	PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY
3.1	(a) have a code of conduct for its directors, senior (b) disclose that code or a summary of it. executives and employees; and A listed entity should:	www.kinmining.com.au/corporate profile/corporate our Corporate Governance Statement OR our code of conduct or a summary of it: Insert location here this location: governance at - $\Xi$ $\blacktriangleright$	an explanation why that is so in our Corporate Governance Statement
	PRINCIPLE 4 - SAFEGUARD INTEGRITY IN CORPORATE REPORTING
4.1	(4) the relevant qualifications and experience of non-executive directors and a majority of (1) has at least three members, all of whom are (2) is chaired by an independent director, who is whom are independent directors; and the members of the committee; and (3) the charter of the committee; (a) have an audit committee which: The board of a listed entity should: not the chair of the board, and disclose:	the fact that we have an audit committee that complies in our Corporate Governance Statement OR copy of the charter of the committee: [If the entity complies with paragraph (a):] with paragraphs (1) and (2): Insert location here this location: this location: $\ldots$ and a $\overline{a}$ $\overline{a}$	an explanation why that is so in our Corporate Governance Statement

$\overline{\phantom{0}}$

	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed	for the whole of the period above. We have disclosed We have NOT followed the recommendation in full $\vdots$
	auditor and the rotation of the audit engagement the members at those (b) if it does not have an audit committee, disclose that fact and the processes it employs that (5) in relation to each reporting period, the met of its corporate reporting, including the processes independently verify and safeguard the integrity throughout the period and the individual for the appointment and removal of the external times the committee of number of meetings; OR attendances partner.	the fact that we do not have an audit committee and the including the processes for the appointment and removal and the information referred to in paragraphs $(4)$ and of the external auditor and the rotation of the audit processes we employ that independently verify and safeguard the integrity of our corporate reporting, our Corporate Governance Statement OR in our Corporate Governance Statement OR [If the entity complies with paragraph (b):] Insert location here Insert location here Insert location here engagement partner: this location: this location: $\ddot{H}$ $\overline{a}$ at $(5)$ :
4.2	the entity's financial statements for a financial period, The board of a listed entity should, before it approves their opinion, the financial records of the entity have financial position and performance of the entity and statements comply with the appropriate accounting receive from its CEO and CFO a declaration that, in that the opinion has been formed on the basis of a been properly maintained and that the financial sound system of risk management and internal standards and give a true and fair view of the control which is operating effectively.	in our Corporate Governance Statement OR the fact that we follow this recommendation: Insert location here at this location: ↘	an explanation why that is so in our Corporate Governance Statement

$\infty$

We have NOT followed the recommendation in full
for the whole of the period above. We have disclosed we are an externally managed entity that does not an explanation why that is so in our Corporate an explanation why that is so in our Corporate an explanation why that is so in our Corporate an explanation why that is so in our Corporate recommendation is therefore not applicable hold an annual general meeting and this Governance Statement OR Governance Statement Governance Statement Governance Statement $\Box$ $\Box$ $\Box$ $\Box$ $\Box$ $\ddot{\cdot}$ We have followed the recommendation in full for the www.kinmining.com.au/corporate.profile/corporate www.kinmining.com.au/corporate profile/corporate www.kinmining.com.au/corporate profile/corporate Insert location whole of the period above. We have disclosed ... ... our continuous disclosure compliance policy or a ... information about us and our governance on our $\overline{\mathbf{M}}$ in our Corporate Governance Statement AND
$\overline{\mathbf{M}}$ at this location: $\blacksquare$ in our Corporate Governance Statement AND $\blacksquare$ in our Corporate Governance Statement $\underline{\text{OR}}$ ... the fact that we follow this recommendation: ... the fact that we follow this recommendation: Insert location here nsert location here governance
Insert location here If at this location: 1 at this location: at this location: governance
here governance summary of it: website: PRINCIPLE 6 - RESPECT THE RIGHTS OF SECURITY HOLDERS PRINCIPLE 5 - MAKE TIMELY AND BALANCED DISCLOSURE (a) have a written policy for complying with its continuous disclosure obligations under the A listed entity that has an AGM should ensure that its investor relations program to facilitate effective two-
way communication with investors. A listed entity should provide information about
itself and its governance to investors via its website. external auditor attends its AGM and is available to answer questions from security holders relevant to A listed entity should design and implement an Corporate Governance Council recommendation (b) disclose that policy or a summary of it. A listed entity should: Listing Rules; and the audit. 6.2 6.1 $4.3$ $5.1$

$\circ$

	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed	for the whole of the period above. We have disclosed We have NOT followed the recommendation in full
6.3	processes it has in place to facilitate and encourage A listed entity should disclose the policies and participation at meetings of security holders.	encouraging participation at meetings of security holders: www.kinmining.com.au/corporate.profile/corporate in our Corporate Governance Statement AND our policies and processes for facilitating and Insert location here at this location: governance $\blacktriangleright$ V	hold periodic meetings of security holders and this we are an externally managed entity that does not an explanation why that is so in our Corporate recommendation is therefore not applicable Governance Statement OR
6.4	A listed entity should give security holders the option communications to, the entity and its security to receive communications from, and send registry electronically.	www.kinmining.com.au/corporate profile/corporate in our Corporate Governance Statement AND the fact that we follow this recommendation: Insert location here at this location: governance $\blacktriangleright$ ↘	an explanation why that is so in our Corporate Governance Statement
	PRINCIPLE 7 - RECOGNISE AND MANAGE RISK
7.1	(1) has at least three members, a majority of (5) as at the end of each reporting period, the (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 (a) have a committee or committees to oversee risk, met those throughout the period and the individual number of times the committee at (2) is chaired by an independent director, whom are independent directors; and $(4)$ the members of the committee; and of the members (3) the charter of the committee; The board of a listed entity should: risk management framework. meetings; OR attendances each of which: and disclose:	and the information referred to in paragraphs $(4)$ and the fact that we have a committee or committees to oversee risk that comply with paragraphs (1) and (2): in our Corporate Governance Statement OR in our Corporate Governance Statement OR and a copy of the charter of the committee: [If the entity complies with paragraph (a):] Insert location here Insert location here at this location: at this location: $(5)$ :	an explanation why that is so in our Corporate Governance Statement

	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed	for the whole of the period above. We have disclosed We have NOT followed the recommendation in full $\vdots$
		at this location:
		Insert location here
		committees that satisfy (a) and the processes we employ in our Corporate Governance Statement AND the fact that we do not have a risk committee or for overseeing our risk management framework: [If the entity complies with paragraph (b):] $\blacktriangleright$
		at this location: ↘
		www.kinmining.com.au/corporate profile/corporate Insert location here governance
7.2	(a) review the entity's risk management framework at least annually to satisfy itself that it continues to The board or a committee of the board should: be sound; and	in our Corporate Governance Statement OR the fact that we follow this recommendation: at this location: $\blacktriangleright$	an explanation why that is so in our Corporate Governance Statement
	(b) disclose, in relation to each reporting period, whether such a review has taken place.	Insert location here
7.3	(a) if it has an internal audit function, how the (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating function is structured and what role it performs; A listed entity should disclose: OR	how our internal audit function is structured and what in our Corporate Governance Statement OR If the entity complies with paragraph (a):] at this location: role it performs:	an explanation why that is so in our Corporate Governance Statement
	and continually improving the effectiveness of its risk management and internal control processes.	Insert location here
		the fact that we do not have an internal audit function continually improving the effectiveness of our risk and the processes we employ for evaluating and management and internal control processes: [If the entity complies with paragraph (b):]
		in our Corporate Governance Statement AND ↘

$\,\,\Box$

We have NOT followed the recommendation in full an explanation why that is so in our Corporate an explanation why that is so in our Corporate we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR Governance Statement $\colon$ environmental and social sustainability risks and, if we do, We have followed the recommendation in full for the www.kinmining.com.au/corporate profile/corporate and the information referred to in paragraphs $(4)$ and the fact that we have a remuneration committee that whether we have any material exposure to economic, whole of the period above. We have disclosed in our Corporate Governance Statement OR in our Corporate Governance Statement OR in our Corporate Governance Statement OR how we manage or intend to manage those risks: and a copy of the charter of the committee: [If the entity complies with paragraph (a):] complies with paragraphs (1) and (2): Insert location here Insert location here Insert location here Insert location here Insert location here this location: this location: this location: this location: at this location: governance đ $\overline{a}$ $\overline{a}$ at $\ddot{5}$ : ↘ $\blacktriangleright$ PRINCIPLE 8 - REMUNERATE FAIRLY AND RESPONSIBLY (1) has at least three members, a majority of (5) as at the end of each reporting period, the that such remuneration is appropriate and not for directors and senior executives and ensuring met disclose that fact and the processes it employs for setting the level and composition of remuneration those (b) if it does not have a remuneration committee, throughout the period and the individual material exposure to economic, environmental and A listed entity should disclose whether it has any times the committee đ social sustainability risks and, if it does, how it (2) is chaired by an independent director, whom are independent directors; and Corporate Governance Council recommendation (a) have a remuneration committee which: $(4)$ the members of the committee; and the members manages or intends to manage those risks. (3) the charter of the committee; The board of a listed entity should: $o$ f meetings; OR number of attendances and disclose: excessive. 7.4 8.1
		for the whole of the period above. We have disclosed

$12\,$

for the whole of the period above. We have disclosed We have NOT followed the recommendation in full $\vdots$		an explanation why that is so in our Corporate we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR	scheme and this recommendation is therefore not an explanation why that is so in our Corporate we do not have an equity-based remuneration we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR applicable OR
We have followed the recommendation in full for the of the period above. We have disclosed whole	the fact that we do not have a remuneration committee composition of remuneration for directors and senior and the processes we employ for setting the level and executives and ensuring that such remuneration is in our Corporate Governance Statement OR [If the entity complies with paragraph (b):] appropriate and not excessive: Insert location here this location: $\overline{a}$ $\blacktriangleright$	regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior separately our remuneration policies and practices in our Corporate Governance Statement OR Insert location here at this location: executives:	www.kinmining.com.au/corporate profile/corporate in our Corporate Governance Statement OR at this location: SHARE TRADING POLICY our policy on this issue or a summary of it: Insert location here governance ↘ ↘
Corporate Governance Council recommendation		A listed entity should separately disclose its policies and practices regarding the remuneration of non- executive directors and other senior executives. executive directors and the remuneration of	equity-based (a) have a policy on whether participants are permitted to enter into transactions (whether which limit the economic risk of participating in through the use of derivatives or otherwise) (b) disclose that policy or a summary of it. an has remuneration scheme should: which the scheme; and entity listed ∢
		8.2	8.3

IJ,

for the whole of the period above. We have disclosed We have NOT followed the recommendation in full $\vdots$		an explanation why that is so in our Corporate Governance Statement		an explanation why that is so in our Corporate Governance Statement
We have followed the recommendation in full for the whole of the period above. We have disclosed		the information referred to in paragraphs (a) and (b): in our Corporate Governance Statement OR at this location:	Insert location here	the terms governing our remuneration as manager of in our Corporate Governance Statement OR at this location: the entity:	nsert location here
Corporate Governance Council recommendation	ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES	Alternative to Recommendation 1.1 for externally The responsible entity of an externally managed listed entity should disclose: managed listed entities:	and the listed entity for managing the affairs of (b) the role and responsibility of the board of the those (a) the arrangements between the responsible entity overseeing for entity the listed entity; arrangements. responsible	Alternative to Recommendations 8.1, 8.2 and 8.3 for An externally managed listed entity should clearly disclose the terms governing the remuneration of the externally managed listed entities: manager.

$\sharp$