PATRONUS RESOURCES LIMITED — Governance Information 2016

Sep 28, 2016

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Financial yearended:
30 June 2016

Our corporate governance statement2 for the above period above can be found at:3

• ☒ These pages of our annual report: Pages 24 to 32
• ☐ This URL on our website:

The Corporate Governance Statement is accurate and up to date as at 31 July 2016 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.

Date: 29 September 2016

Name of Secretary authorising lodgement: Joe Graziano

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.

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.

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. You can, if you wish, delete the option which is not applicable.

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

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

	Corporate Governance Council recommendation	We havefollowed therecommendationin fullfor thewhole of theperiodabove. We have disclosed…	We have NOT followed therecommendationin fullfor thewhole…4of theperiod above.We have disclosed
	PRINCIPLE 1–LAY SOLID FOUNDATIONS FORMANAGEMENT AND OVERSIGHT
1.1	Alisted entity should disclose:(a)the respective roles and responsibilities ofitsboard andmanagement; and(b)those matters expressly reserved to the board and thosedelegated to management.	… the fact thatwe follow this recommendation:☒in ourCorporate Governance StatementOR☐at[insert location]… andinformation aboutthe respective roles and responsibilities ofour board and management(includingthose matters expressly	☐an explanation why that is soin our Corporate GovernanceORStatement☐wearean externally managed entity and this recommendationis therefore not applicable
		reserved to the board and thosedelegatedto management):☐at[insertlocation]
1.2	Alisted entity should:(a)undertake appropriate checks before appointing a person, orputting forward to security holders a candidate for election,as a director; and(b)provide security holders with all material informationin itspossessionrelevant to a decision on whether or not to elector re-elect a director.	… thefactthat we follow this recommendation:☒in our Corporate Governance StatementOR☐at[insertlocation]	☐an explanation why that is soin our Corporate GovernanceStatementOR☐we are an externally managed entity and thisrecommendationis therefore not applicable
1.3	A listed entity should have a written agreement with each directorand senior executive setting out the terms of their appointment.	… the fact that we follow this recommendation:☒in our Corporate Governance StatementOR☐at[insertlocation]	☐anexplanationwhy that is soin our Corporate GovernanceStatementOR☐we are an externally managed entity and this recommendationis therefore not applicable
1.4	The company secretary of a listed entity shouldbe accountabledirectly to the board, through the chair, on all matters to do with theproper functioningof the board.	… the fact that we follow this recommendation:☒in our Corporate Governance StatementOR☐at[insertlocation]	☐anexplanationwhy that is soin our CorporateGovernanceStatementOR☐weare an externally managed entity and this recommendationis therefore not applicable

4 If you have followed all of the Council's recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

Corporate Governance Council recommendation		We havefollowed therecommendationin fullfor thewhole of theperiodabove. We have disclosed…	We have NOT followed therecommendationin fullfor thewhole…4of theperiod above.We have disclosed
1.5	A listed entityshould:(a)have a diversity policy which includes requirements for theboardor a relevant committee of the boardtosetmeasurable objectives for achieving gender diversity andassess annually both the objectives and the entity's progressin achievingthem;(b)disclose that policy or a summary of it; and(c)disclose as at the end of each reporting periodthemeasurable objectives for achieving gender diversity set bythe boardor a relevant committee of the boardwith the entity's diversity policy and its progress towardsachieving themandeither:(1)the respective proportions of men and women on theboard, in senior executive positions and across thewhole organisation (including how the entity has defined"senior executive" for thesepurposes); or(2)if the entity is a "relevant employer" underGender Equality Act, the entity's most recent "GenderEquality Indicators", as defined in and published underthat Act.	… the fact that we have a diversity policy that complies withparagraph(a):☐in our Corporate Governance StatementORto☐at[insertlocation]… and a copy of our diversity policy or a summary of it:☐at[insertlocation]…andthemeasurable objectives for achieving gender diversity set bythe board or a relevant committee of the board in accordance with ourin accordancediversity policy and our progresstowardsachieving them:☐in our Corporate Governance StatementOR☐at[insertlocation]… and the information referred to in paragraphs (c)(1)or(2):☐in our Corporate Governance StatementORthe Workplace☐at[insertlocation]	☒anexplanationwhy that is soin our CorporateGovernanceStatementOR☐we are an externally managed entity and this recommendationis therefore not applicable
1.6	A listed entityshould:(a)have and disclose a process for periodically evaluating theperformance of the board, its committees and individualdirectors; and(b)disclose,in relation to each reporting period, whether aperformance evaluation was undertaken in the reportingperiod in accordance with that process.	… theevaluationprocess referred to in paragraph (a):☒in our Corporate Governance StatementOR☐at[insertlocation]… and the information referred to in paragraph (b):☒in our Corporate Governance StatementOR☐at[insertlocation]	☐an explanation why that is soin our Corporate GovernanceStatementOR☐we are an externally managed entity and this recommendationis therefore not applicable
1.7	A listed entityshould:(a)have and disclose a process for periodically evaluating theperformance of its senior executives; and(b)disclose,in relation to each reporting period, whether aperformance evaluation was undertaken in the reportingperiod in accordance withthat process.	… theevaluationprocess referred to in paragraph (a):☐ORin our Corporate Governance Statement☐at[insertlocation]… and the information referred to in paragraph (b):☐in our Corporate Governance StatementOR☐at[insertlocation]	☒anexplanationwhy that is soin our Corporate GovernanceStatementOR☐we are an externally managed entity and this recommendationis therefore not applicable

	Corporate Governance Council recommendation	We havefollowed therecommendationin fullfor thewhole of theperiodabove. We have disclosed…	We have NOT followed therecommendationin fullfor thewhole…4of theperiod above.We have disclosed
	PRINCIPLE 2-STRUCTURETHE BOARD TO ADD VALUE
2.1	The board of a listed entity should:(a)have a nomination committee which:(1)has at least three members, a majority of whom areindependent directors; and(2)is chaired by an independent director,and disclose:(3)thecharter of the committee;(4)the members of the committee; and(5)as at the end of each reporting period, the number oftimes the committee met throughout the period andthe individual attendances of the members at thosemeetings;or(b)if it does not have a nomination committee, disclose thatfact and the processes it employs to address boardsuccession issues and to ensure that the board has theappropriate balance of skills, knowledge, experience,independence and diversity to enable it to discharge itsduties and responsibilities effectively.	[If the entity complies with paragraph (a):]… the fact that we have a nomination committee that complies withparagraphs (1) and (2):☐in our Corporate Governance StatementOR☐at[insertlocation]… and a copy of the charter of the committee:☐at[insertlocation]… and the information referred to in paragraphs (4) and (5):☐in our Corporate Governance StatementOR☐at[insertlocation][If the entity complies with paragraph (b):]… the fact that we do not have a nomination committee and theprocesses we employ to address board succession issues and toensure that the board has the appropriate balance of skills,knowledge,experience, independence anddiversityto enable it todischarge its duties and responsibilities effectively:☒in our Corporate Governance StatementOR☐at[insertlocation]	☐anexplanationwhy that is soin our Corporate GovernanceStatementOR☐we are an externally managed entity and this recommendationis therefore not applicable
2.2	A listed entityshould have and disclose a board skills matrixsetting out the mix of skills and diversity that the board currentlyhas or is looking to achieve in its membership.	…ourboardskills matrix:☐in our Corporate Governance StatementOR☐at[insertlocation]	☒an explanation why that is soin our Corporate GovernanceStatementOR☐we are an externally managed entity and this recommendationis therefore not applicable

Corporate Governance Council recommendation		We havefollowed therecommendationin fullfor thewhole of theperiodabove. We have disclosed…	of the	We have NOT followed therecommendationin fullfor thewhole…4period above.We have disclosed
2.3	Alisted entity should disclose:(a)the names of the directors considered by the board to beindependent directors;(b)if a director has an interest, position, association orrelationship of the type described in Box2.3but the boardis of the opinion that it does not compromise theindependence of the director, the nature of the interest,position, association or relationship in question and anexplanation of why the board is of that opinion; and(c)the length of service of each director.	… the names of the directors considered by the board to beindependentdirectors:☒in our Corporate Governance StatementOR☐at[insertlocation]…and,where applicable, the information referred to in paragraph (b):☒in our Corporate Governance StatementOR☐at[insertlocation]…andthe length of service of each director:☒ORin our Corporate Governance Statement☐at[insertlocation]	☐	anexplanationwhy that is soin our Corporate GovernanceStatement
2.4	A majority oftheboardof a listed entity should beindependentdirectors.	… the fact that wefollow this recommendation:☒ORin our Corporate Governance Statement☐at[insertlocation]	☐☐	anexplanationwhy that is so in our Corporate GovernanceStatementORwe are an externally managed entity and this recommendationis therefore notapplicable
2.5	The chair oftheboardof a listed entity should bean independentdirector and, in particular,shouldnotbethe same person as theCEO of the entity.	… the factthatwe follow this recommendation:☒in our Corporate GovernanceStatementOR☐at[insertlocation]	☐☐	anexplanationwhy that is so in our Corporate GovernanceStatementORwe are an externally managed entity and this recommendationis therefore not applicable
2.6	A listed entity shouldhave a program for inducting new directorsand provideappropriate professional development opportunitiesfor directors to develop and maintain the skills and knowledgeneeded to perform their role as directorseffectively.	…thefactthat we follow this recommendation:☒in our Corporate Governance StatementOR☐at[insertlocation]	☐☐	anexplanationwhy that is so in our Corporate GovernanceStatementORwe are an externally managed entity and thisrecommendationis therefore not applicable
PRINCIPLE 3	–ACTETHICALLYAND RESPONSIBLY
3.1	A listed entity should:(a)have a code of conduct for its directors, senior executivesand employees; and(b)disclose that code or a summary of it.	… ourcodeof conduct or asummary of it:☒in our Corporate GovernanceStatementOR☐at[insertlocation]	☐	anexplanationwhy that is soin our Corporate GovernanceStatement

	Corporate Governance Council recommendation	We havefollowed therecommendationin fullfor thewhole of theperiodabove. We have disclosed…	We have NOT followed therecommendationin fullfor thewhole…4of theperiod above.We have disclosed
PRINCIPLE 4	–SAFEGUARD INTEGRITY INCORPORATEREPORTING
4.1	The board of a listed entity should:(a)have an audit committee which:(1)has at least three members, all of whom are non-executive directors and a majority of whom areindependent directors; and(2)is chaired by an independent director,who is not thechair of the board,and disclose:(3)the charter of the committee;(4)the relevant qualifications and experience of themembers of the committee; and(5)in relation to each reporting period, the number oftimes the committee met throughout the period andthe individual attendances of the members at thosemeetings;or(b)if it does not have an audit committee, disclose that factand the processes it employs that independently verify andsafeguard the integrity of itscorporatereporting, includingthe processes for the appointment and removal of theexternal auditor and the rotation of the audit engagementpartner.	[If the entity complies with paragraph (a):]… the fact that we have an audit committee that complies withparagraphs (1) and (2):☐in our Corporate Governance StatementOR☐at[insertlocation]… and a copy of the charter of the committee:☐at[insertlocation]… and the information referred to in paragraphs (4) and (5):☐in our Corporate Governance StatementOR☐at[insertlocation][If the entitycomplieswith paragraph (b):]… the fact that we do not havean audit committeeand the processeswe employthat independently verify and safeguard the integrity of ourcorporatereporting, including the processes for the appointment andremoval of the external auditor and the rotation of the auditengagementpartner:☒in our Corporate Governance StatementOR☐at[insertlocation]	☐an explanation why that is soin our Corporate GovernanceStatement
4.2	The 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, in their opinion,the financial recordsof the entity have been properly maintained and that the financialstatements comply with the appropriate accounting standardsand give a true and fair view of the financial position andperformance of the entityand that the opinion has been formedon the basis of a sound system of risk management and internalcontrol which is operating effectively.	… the fact that we follow this recommendation:☒in our Corporate Governance StatementOR☐at[insertlocation]	☐an explanation why that is soin our Corporate GovernanceStatement

	Corporate Governance Council recommendation	We havefollowed therecommendationin fullfor thewhole of theperiodabove. We have disclosed…	of the	We have NOT followed therecommendationin fullfor thewhole…4period above.We have disclosed
4.3	A listed entity that has an AGM should ensure that itsexternalauditor attends its AGM and is available to answerquestionsfrom security holders relevant to the audit.	… the factthatwe follow this recommendation:☒in our Corporate Governance StatementOR☐at[insertlocation]	☐☐	anexplanationwhy that is so in our Corporate GovernanceStatementORwe are an externally managed entity that does not holdanannual general meeting and this recommendation is thereforenot applicable
PRINCIPLE 5	–MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should:(a)have a written policy for complying with its continuousdisclosure obligations under theListing Rules; and(b)disclose that policy or a summary of it.	… our continuous disclosure compliance policy or asummary of it:☒in our Corporate Governance StatementOR☐at[insertlocation]	☐	anexplanationwhy that is soin our Corporate GovernanceStatement
PRINCIPLE 6	–RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information about itself and itsgovernance to investors via its website.	… information about us and our governance on ourwebsite:☒atwww.kinmining.com.au	☐	anexplanationwhy that is soin our Corporate GovernanceStatement
6.2	Alisted entity should design and implement an investor relationsprogram to facilitate effective two-way communication withinvestors.	… thefactthat we follow this recommendation:☒in our Corporate Governance StatementOR☐at[insertlocation]	☐	anexplanationwhy that is soin our Corporate GovernanceStatement
6.3	A listed entity should disclose the policies and processes it has inplace to facilitate and encourageparticipation at meetings ofsecurity holders.	… our policies and processes for facilitating andencouragingparticipation at meetings of security holders:☒in our Corporate Governance StatementOR☐at[insertlocation]	☐☐	anexplanationwhy that is so in our Corporate GovernanceStatementORwe are an externally managed entity that does not holdperiodicmeetingsof security holders and thisrecommendationis therefore not applicable
6.4	A listed entity should give security holders the option to receivecommunications from, and send communications to, the entityand its security registry electronically.	… the fact that we follow thisrecommendation:☒in our Corporate Governance StatementOR☐at[insertlocation]	☐	anexplanationwhy that is soin our Corporate GovernanceStatement

	Corporate Governance Council recommendation	We havefollowed therecommendationin fullfor thewhole of theperiodabove. We have disclosed…	We have NOT followed therecommendationin fullfor thewhole…4of theperiod above.We have disclosed
PRINCIPLE 7	–RECOGNISE AND MANAGE RISK
7.1	The board of a listed entity should:(a)have a committeeor committees to oversee risk, each ofwhich:(1)has at least three members, a majority of whom areindependent directors; and(2)is chaired by an independent director,and disclose:(3)the charter of the committee;(4)the members of the committee; and(5)as at the end of each reporting period, the number oftimes the committee met throughout the period andthe individual attendances of the members at thosemeetings;or(b)if it does not have a risk committeeor committeesthatsatisfy (a) above, disclose that fact and the processes itemploys foroverseeing the entity's risk managementframework.	[If the entity complies with paragraph (a):]… the fact that we have a committeeor committees to oversee riskthat complywith paragraphs (1) and (2):☐in our Corporate Governance StatementOR☐at[insertlocation]… and a copy of the charter of the committee:☐at[insertlocation]… and the information referred to in paragraphs (4) and (5):☐in our Corporate Governance StatementOR☐at[insertlocation][If the entity complieswithparagraph (b):]… the fact that we do not havea risk committeeor committeesthatsatisfy (a)and the processes we employfor overseeing our riskmanagement framework:☒in our Corporate Governance StatementOR☐at[insertlocation]	☐anexplanationwhy that is soin our Corporate GovernanceStatement
7.2	The board or a committee of the board should:(a)reviewthe entity's risk management frameworkat leastannuallytosatisfy itself that it continues to be sound; and(b)disclose,in relation to each reporting period, whether sucha review has taken place.	… the fact thatboard or a committee of theboardreviewsthe entity'srisk management frameworkat least annuallyto satisfy itself that itcontinues to be sound:☒in our Corporate Governance StatementOR☐at[insertlocation]… and that such a review has taken place in the reporting periodcovered by this Appendix4G:☒in our Corporate Governance StatementOR☐at[insertlocation]	☐anexplanationwhy that is soin our Corporate GovernanceStatement

	Corporate Governance Council recommendation	We havefollowed therecommendationin fullfor thewhole of theperiodabove. We have disclosed…	We have NOT followed therecommendationin fullfor thewhole…4of theperiod above.We have disclosed
7.3	A listed entity shoulddisclose:(a)if it has an internal audit function, how the function isstructured and whatrole it performs;or(b)if it does not have an internal audit function, that fact andthe processes it employs forevaluating and continuallyimproving the effectiveness of its risk management andinternal control processes.	[If the entity complies withparagraph (a):]… how our internal audit function is structured and what role itperforms:☐in our Corporate Governance StatementOR☐at[insertlocation][If the entity complies with paragraph (b):]… the fact that we do not have an internal audit function and theprocesses we employ for evaluating and continually improving theeffectivenessof ourriskmanagement and internal control processes:☒in our Corporate Governance StatementOR☐at[insertlocation]	☐anexplanationwhy that is soin our Corporate GovernanceStatement
7.4	A listed entity should disclosewhetherit has any materialexposureto economic, environmental and socialsustainabilityrisksand, if it does, how it managesor intends to managethoserisks.	…whether we haveany material exposureto economic,environmental and social sustainabilityrisks and, if we do, how wemanageor intendto managethose risks:☐inour Corporate Governance StatementOR☐at[insertlocation]	☒anexplanationwhy that is soin our CorporateGovernanceStatement

	Corporate Governance Council recommendation	We havefollowed therecommendationin fullfor thewhole of theperiodabove. We have disclosed…	We have NOT followed therecommendationin fullfor thewhole…4of theperiod above.We have disclosed
PRINCIPLE 8	–REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should:(a)have a remunerationcommittee which:(1)has at least three members, a majority of whom areindependent directors; and(2)is chaired by an independent director,and disclose:(3)the charter of the committee;(4)the members of the committee; and(5)as at the end of eachreporting period, the number oftimes the committee met throughout the period andthe individual attendances of the members at thosemeetings;or(b)if it does not have a remuneration committee, disclose thatfact and the processes it employs for settingthe level andcomposition of remuneration for directors and seniorexecutives and ensuring that such remuneration isappropriate and not excessive.	[If the entity complieswith paragraph (a):]… the fact that we have a remuneration committee that complieswithparagraphs (1) and (2):☐in our Corporate Governance StatementOR☐at[insertlocation]… and a copy of the charter of the committee:☐at[insertlocation]… and the information referred to in paragraphs(4) and (5):☐in our Corporate Governance StatementOR☐at[insertlocation][If the entity complies with paragraph (b):]… the fact that we do not have a remuneration committee and theprocesses we employ for setting the level and composition ofremuneration for directors and senior executives and ensuring thatsuch remuneration is appropriate and not excessive:☒in our Corporate Governance StatementOR☐at[insertlocation]	☐anexplanationwhy that is soin our Corporate GovernanceStatementOR☐we are an externally managed entity and this recommendation istherefore not applicable
8.2	A listed entityshould separately disclose its policies andpractices regarding the remuneration of non-executive directorsand the remuneration of executive directors and other seniorexecutives.	… separately our remuneration policies and practices regarding theremuneration of non-executive directors and the remuneration ofexecutive directors and other senior executives:☒in our Corporate Governance StatementOR☐at[insertlocation]	☐an explanation why that is so in our CorporateGovernanceStatementOR☐we are anexternallymanaged entity and this recommendationis therefore not applicable
8.3	A listed entity whichhas 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 risk ofparticipating in the scheme; and(b)disclose that policy or a summary of it.	… our policy onthisissue or a summary of it:☐in our Corporate Governance StatementOR☐at[insertlocation]	☒anexplanationwhy that is so in our Corporate GovernanceStatementOR☐we do not have an equity-based remuneration scheme and thisrecommendationis therefore not applicableOR☐weare an externally managed entity and this recommendationis therefore not applicable

	Corporate Governance Council recommendation	We havefollowed therecommendationin fullfor thewhole of theperiodabove. We have disclosed…	We have NOT followed therecommendationin fullfor thewhole…4of theperiod above.We have disclosed
	ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-	Alternative to Recommendation1.1 for externally managed listedentities:The responsibleentity of an externally managed listed entityshould disclose:(a)the arrangements between the responsible entity and thelisted entity for managing the affairs of the listed entity;(b)the role and responsibility of the board of the responsibleentity for overseeing those arrangements.	… the information referred to in paragraphs (a)and(b):☐in our Corporate Governance StatementOR☐at[insertlocation]Not applicable	☐an explanation why that is soin our Corporate GovernanceStatement
-	Alternative to Recommendations8.1, 8.2and8.3for externallymanaged listed entities:An externallymanaged listed entity should clearly disclose theterms governing the remuneration of the manager.	… the termsgoverningour remuneration as manager of the entity:☐in our Corporate Governance StatementOR☐at[insertlocation]Not applicable	☐an explanationwhythat is soin our Corporate GovernanceStatement