PROSPECT RESOURCES LIMITED — Governance Information 2015

Sep 29, 2015

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity:
Prospect Resources Limited
ABN / ARBN:	Financial year ended:
35 124 354 329	June 2015

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

☐ These pages of our annual report:

☒ This URL on our website: www.prospectresources.com.au/about/corporate-governance/

The Corporate Governance Statement is accurate and up to date as at 30 June 2015 and has been approved by the board.

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

Date: 30 September 2015

Name of Secretary authorising lodgement: Andrew Whitten, Company Secretary

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

	Corporate Governance Council recommendation	We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeof theperiod above. We have disclosed …
	PRINCIPLE 1 –LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	Alisted entity should disclose:(a)the respective roles and responsibilities of its board andmanagement; and(b)those matters expressly reserved to the board and thosedelegated to management.	… the fact that we followthis recommendation:☒in our Corporate Governance Statement
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)providesecurity holders with all material information in itspossession relevant to a decision on whether or not to elector re-elect a director.	… the factthat we follow this recommendation:☒in our Corporate Governance Statement
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 Statement
1.4	The company secretary of a listed entity should be accountabledirectly to the board, through the chair, on all matters to do with theproper functioning of the board.	… the fact that we follow this recommendation:☒in our Corporate Governance Statement
1.5	A listed entity should:(a)have a diversity policy which includes requirements for theboardor a relevant committee of the board tosetmeasurable objectives for achieving gender diversity andtoassess annually both the objectives and the entity's progressin achieving them;(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 board or a relevant committee of the board in accordancewith the entity's diversity policy and its progress towardsachieving themand either:		☒an explanationwhy that is soin our Corporate GovernanceStatement

	Corporate Governance Council recommendation	We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeof theperiod above. We have disclosed …
	(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 these purposes); or
	(2)if the entity is a "relevant employer" under the WorkplaceGender Equality Act, the entity's most recent "GenderEquality Indicators", as defined in and published underthat Act.
1.6	A listed entity should:		☒an explanationwhy that is soin our Corporate Governance
	(a)have and disclose a process for periodically evaluating theperformance of the board, its committees and individualdirectors; and		Statement
	(b)disclose,in relation to each reporting period, whether aperformance evaluation was undertaken in the reportingperiod in accordance with that process.
1.7	A listed entity should:		☒an explanationwhy that is soin our Corporate Governance
	(a)have and disclose a process for periodically evaluating theperformance of its senior executives; and		Statement
	(b)disclose,in relation to each reporting period, whether aperformance evaluation was undertaken in the reportingperiod in accordance with that process.
	PRINCIPLE 2 -STRUCTURE THE BOARD TO ADD VALUE
2.1	The board of a listed entity should:		☒an explanationwhy that is soin our Corporate Governance
	(a)have a nomination committee which:		Statement
	(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 nomination committee, disclose that

	Corporate Governance Council recommendation	We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeof theperiod above. We have disclosed …
	fact 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.
2.2	A listed entity should 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.		☒an explanation why that is soin our Corporate GovernanceStatement
2.3	A listed 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.		☒an explanationwhy that is soin our Corporate GovernanceStatement
2.4	A majority of the board of a listed entity should be independentdirectors.		☒an explanationwhy that is soin our Corporate GovernanceStatement
2.5	The 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.		☒an explanationwhy that is soin our Corporate GovernanceStatement
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.		☒an explanation why that is soin our Corporate GovernanceStatement
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.		☒an explanationwhy that is soin our Corporate GovernanceStatement

	Corporate Governance Council recommendation	We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeof theperiod above. We have disclosed …
PRINCIPLE 4 –	SAFEGUARD INTEGRITY IN CORPORATE REPORTING
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 nonexecutive 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)ifit does not have an audit committee, disclose that factand the processes it employs that independently verify andsafeguard the integrity of its corporate reporting, includingthe processes for the appointment and removal of theexternal auditor and the rotation of the audit engagementpartner.		☒an explanationwhy 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 Statement
4.3	A listed entity that has an AGM should ensure that its externalauditor attends its AGM and is available to answer questionsfrom security holders relevant to the audit.	… the fact thatwe follow this recommendation:☒in our Corporate Governance Statement

	Corporate Governance Council recommendation	We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeof theperiod above. We have disclosed …
	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 the Listing Rules; and(b)disclose that policy or a summary of it.		☒an explanationwhy 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 our website:☒at this location: www.prospectresources.com.au
6.2	A listed entity should design and implement an investor relationsprogram to facilitate effective two-way communication withinvestors.		☒an explanationwhy that is soin our Corporate GovernanceStatement
6.3	A listed entity should disclose the policies and processes it has inplace to facilitate and encourage participation at meetings ofsecurity holders.		☒an explanationwhy that is so in our Corporate GovernanceStatement
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 this recommendation:☒in our Corporate Governance Statement
PRINCIPLE 7 –	RECOGNISE AND MANAGERISK
7.1	The board of a listed entity should:(a)have a committee or 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		☒an explanationwhy that is soin our Corporate GovernanceStatement

	Corporate Governance Council recommendation	We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeof theperiod above. We have disclosed …
	(b)if it does not have a risk committee or committeesthatsatisfy (a) above, disclose that fact and the processes itemploys for overseeing the entity's risk managementframework.
7.2	The board or a committee of the board should:	… the fact thatwe follow this recommendation:
	(a)review the entity's risk management framework at leastannually to satisfy itself that it continues to be sound; and	☒in our Corporate Governance Statement
	(b)disclose,in relation to each reporting period, whether sucha review has taken place.
7.3	A listed entity should disclose:		☒an explanationwhy that is soin our Corporate Governance
	(a)if it has an internal audit function, how the function isstructured and what role it performs;or		Statement
	(b)ifit does not have an internal audit function, that fact andthe processes it employs for evaluating and continuallyimproving the effectiveness of its risk management andinternal control processes.
7.4	A listed entity should disclose whetherit has any materialexposureto economic, environmental and social sustainabilityrisksand, if it does, how it manages or intends to manage those	… whether we have any material exposure to economic,environmental and social sustainabilityrisks and, if we do, how wemanage or intend to manage those risks:
	risks.	☒in our Corporate Governance Statement
PRINCIPLE 8 –	REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should:		☒an explanationwhy that is soin our Corporate Governance
	(a)have a remuneration committee which:		Statement
	(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

	Corporate Governance Council recommendation	We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeof theperiod above. We have disclosed …
	(b)if it does not have a remuneration committee, disclose thatfact and the processes it employs for setting the level andcomposition of remuneration for directors and seniorexecutives and ensuring that such remuneration isappropriate and not excessive.
8.2	A listed entity should separately disclose its policies andpractices regarding the remuneration of non-executive directorsand the remuneration of executive directors and other seniorexecutives.		☒an explanationwhy that is soin our Corporate GovernanceStatement
8.3	A 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 risk ofparticipating in the scheme; and(b)disclose that policy or a summary of it.		☒an explanationwhy that is so in our Corporate GovernanceStatement

Corporate Governance Statement

Prospect Resources Limited ACN 124 354 329

This Corporate Governance Statement sets out Prospect Resources Limited's (Company) compliance with the third edition of ASX Corporate Governance Council's Corporate Governance Principles and Recommendations (ASX Principles and Recommendations). The ASX Principles and Recommendations are not mandatory. However, the Company is required to provide this statement disclosing the extent to which it has followed the recommendations contained in the ASX Principles and Recommendations. This corporate governance statement is current as at 30 June 2015 and has been approved by the board of the Company (Board).

ASXPrinciplesand	Comply	Explanation
Recommendations	(Yes/No)
1.Lay solid foundations for management and oversight
1.1 A listed entity should disclose:(a) therespectiverolesandresponsibilities of its board andmanagement; and(b) thosemattersexpresslyreserved to the board and thosedelegated to management.	YesYes	The Board is responsible for the corporategovernance of the Company. The BoarddevelopsstrategiesfortheCompany,reviews strategic objectives and monitorsperformance against those objectives. Thegoals of the corporate governance processesare to:(a)maintainandincreaseshareholdervalue;(b)ensure a prudential and ethical basis forthe Company's conduct and activities;and(c)ensure compliance with the Company'slegal and regulatory objectives.Consistent with these goals, the Boardassumes the following responsibilities:(a)developing initiatives for profit and assetgrowth;(b)reviewing the corporate, commercialandfinancialperformanceoftheCompany on a regular basis;(c)actingonbehalfof,andbeingaccountable to, the shareholders; and(d)identifyingbusinessrisksandimplementing actions to manage thoserisks and corporate systems to assurequality.
		The Company is committed to the circulationof relevant materials to directors in a timelymanner to facilitate directors' participation inBoard discussions on a fully informed basis.The Company intends to regularly review thebalance of responsibilities between the Boardand management to ensure that the divisionof functions remains appropriate to the needsof the Company.
1.2 A listed entity should:(a) undertakeappropriate checksbefore appointing a person, orputtingforwardtosecurity	Yes	The Company undertakes appropriatechecks before appointing a person as aDirector of the Company.

ASXPrinciplesandRecommendations	Comply(Yes/No)	Explanation
holders a candidate for election,as a director; and(b) provide security holders with allmaterialinformationinitspossessionrelevanttoadecision on whether or not toelect or re-elect a director.	Yes	When the election of Directors are put tosecurity holders at a meeting of members, allmaterial information relevant to the vote areincorporated in the meeting documents,which includes their relevant professionalhistory and qualifications.
1.3 A listed entity should have a writtenagreement with each director andsenior executive setting out theterms of their appointment.	Yes	The Company has written agreements inplace with each of its Directors and seniorexecutives.
1.4 The company secretary of a listedentity should be accountable directlyto the board, through the chair, on allmatterstodowiththeproperfunctioning of the board.	Yes	The company secretary position is directlyaccountable to the Board on all matters to dowith the proper functioning of the Board.
1.5 A listed entity should:(a)have a diversity policy whichincludes requirements for theboard or a relevant committee ofthe board to set measurableobjectives for achieving genderdiversity and to assess annuallyboth the objectives and theentity's progress in achievingthem;(b)disclosethatpolicyorasummary of it; and(c)disclose as at the end of eachreporting period the measurableobjectives for achieving genderdiversity set by the board or arelevant committee of the boardin accordance with the entity'sdiversity policy and its progresstowards achieving them, andeither:(1) the respective proportions ofmen and women on theboard, in senior executivepositionsandacrossthewholeorganisation(including how the entity hasdefined "senior executive"for these purposes); or(2) if the entity is a "relevantemployer"undertheWorkplace Gender EqualityAct, the entity's most recent"GenderEqualityIndicators", as defined in andpublished under that Act.	NoN/AN/A	The Company has not found it necessary tocreate a diversity policy or to annually reporton measurable objectives with respect toachieving gender diversity. However, theBoard notes that during the reporting period ithad a female member, and all of its memberscame from diverse ethnic backgrounds.As the Company develops, the Board intendsto review its practices, and if deemednecessary in the future, the Board mayconsider adopting a formal diversity policywith a set of measurable objectives.

ASXPrinciplesand	Comply	Explanation
Recommendations	(Yes/No)
1.6 A listed entity should:a)have and disclose a process forperiodicallyevaluatingtheperformance of the board, itscommitteesandindividualdirectors; andb)disclose, in relation to eachreportingperiod,whetheraperformanceevaluationwasundertakeninthereportingperiod in accordance with thatprocess.	NoYes	The Company has not found it necessary todisclosetheprocessforevaluatingperformance.However,performanceevaluationwillbeundertakenbytheChairman against agreed key performanceindicators and reported to the Board. In thecaseoftheChairman,performanceevaluation will be undertaken by the Boardagainst agreed key performance indicators,with the Chairman excusing himself fromsuch discussion and not participating in anyvote or resolution on the issue.As of the end of this reporting period, theChairman/BoardhasnotcompletedtheperformanceevaluationofitsindividualDirectors.
1.7 A listed entity should:a)have and disclose a process forperiodicallyevaluatingtheperformanceofitsseniorexecutives; andb)disclose, in relation to eachreportingperiod,whetheraperformanceevaluationwasundertakeninthereportingperiod in accordance with thatprocess.	NoNo	Given the size of the Company, the Boardconsiders that a formal process for evaluatingtheir performance is not required at this stageof the Company's development. As theCompany develops, the Board intends toreview its practices, and if deemed necessaryin the future, the Board may considerimplementingaprocessforformallyevaluatingtheperformancesofseniorexecutives. At present, the Board, from timeto time, reviews the performance of its seniorexecutives.
2Structure the board to add value
2.1 The board of a listed entity should:(a) have a nomination committeewhich:(1) has at least three members,amajorityofwhomareindependent directors; and(2) is chaired by an independentdirector,and disclose:(3) the charter of the committee;(4) themembersofthecommittee; and(5) asattheendofeachreporting period, the numberof times the committee metthroughout the period andthe individual attendances ofthemembersatthosemeetings; or(b) if it does not have a nominationcommittee, disclose that factand the processes it employs toaddressboardsuccessionissues and to ensure that the	NoYes	Noformalnominationcommitteeorprocedures have been adopted for theidentification, appointment and review of theBoardmembership,butaninformalassessmentprocess,facilitatedbytheChairman in consultation with the Company'sprofessional advisers (if required), has beencommitted to by the Board.

ASXPrinciplesandRecommendations	Comply(Yes/No)	Explanation
boardhastheappropriatebalance of skills, knowledge,experience, independence anddiversity to enable it to dischargeits duties and responsibilitieseffectively.
2.2 A listed entity should have anddisclose a board skills matrix settingout the mix of skills and diversity thatthe board currently has or is lookingto achieve in its membership.	No	The Board strives to ensure that it iscomprised of Directors with a blend of skills,experience and attributes appropriate to theCompany and its business. The principalcriterion for the appointment of new Directorsis their ability to add value to the Companyand its business. In light of this, it has notbeen deemed necessary to create a formaldocument outlining the particular skills of theexisting Board.
2.3 A listed entity should disclose:(a) thenamesofthedirectorsconsidered by the board to beindependent directors;(b) if a director has an interest,position,associationorrelationshipofthetypedescribed in Box 2.3 but theboard is of the opinion that itdoesnotcompromisetheindependence of the director,thenatureoftheinterest,position,associationorrelationship in question and anexplanation of why the board isof that opinion; and(c)the length of service of eachdirector.	NoN/AYes	The Board ensures that each Director is notable to be significantly adversely influencedby the operations of the Company byensuring a diverse range of backgrounds andongoing involvement in other businesseswhich are not the Company. Information withrespect to potential issues of independencemay be disclosed to the market but no formalpolicy exists to ensure such disclosure. Thelength of service of each Director is publishedin the Company's Annual Report.
2.4 A majority of the board of a listedentityshouldbeindependentdirectors.	No	The Board has reviewed the position andassociation of each of the five Directors inoffice and has determined that only one outof five Directors is independent. In making thedetermination the Board has had regard tothe independence criteria in ASX PrinciplesandRecommendationsandotherfacts,information and circumstances that the Boardconsiders relevant. The Board assesses theindependenceofnewDirectorsuponappointmentandreviewstheirindependence, and the independence of theother directors, as appropriate.The Board strives to ensure that it iscomprised of Directors with a blend of skills,experience and attributes appropriate to theCompany and its business. The principalcriterion for the appointment of new Directors

ASXPrinciplesandRecommendations	Comply(Yes/No)	Explanation
		is their ability to add value to the Companyand its business.
2.5 The chair of the board of a listedentity should be an independentdirector and, in particular, should notbe the same person as the CEO ofthe entity.	No	The Company's current Executive Chairmanand Executive Director, Mr Hugh Warner,does not satisfy the ASX Principles andRecommendationsdefinitionofanindependent director. However, the BoardconsidersMrWarner'scurrentroleasessential to the success of the Company atthis stage of its development.
2.6 A listed entity should have a programforinductingnewdirectorsandprovideappropriateprofessionaldevelopmentopportunitiesfordirectors to develop and maintain theskills and knowledge needed toperformtheirroleasdirectorseffectively.	No	The Companydoes not have a formalinductionprocessfornewDirectors.Nevertheless, the Company takes care inensuringthatdirectorswillbeabletoeffectively manage and govern the Companybefore their nomination as potential Directors.
3Act ethically and responsibly
3.1 A listed entity should:(a) have a code of conduct for itsdirectors, senior executives andemployees; and(b) disclose that code or a summaryof it.	NoNo	The Board is committed to the establishmentandmaintenanceofappropriateethicalstandards.Giventhecurrentsizeandoperations of the Company, there is currentlyno official code of conduct in place.
		As the Company develops, the Board intendsto review its practices, and if deemednecessary, establish an appropriate code ofconduct.
4Safeguard integrity in corporate reporting
4.1 The board of a listed entity should:(a) have an audit committee which:(1) has at least three members,allofwhomarenon	No	The Company does not have a separatelyconstituted audit committee due to its currentsize and operations.
executive directors and amajorityofwhomareindependent directors; and(2) is chaired by an independentdirector, who is not the chairof the board,and disclose:		The Company has an independent externalauditor that verifies and safeguards theintegrityoftheCompany'scorporatereporting. The Board, from time to time,reviews the scope, performance and fees ofthe external auditor.
(3) the charter of the committee;(4) therelevantqualificationsandexperienceofthemembers of the committee;and(5) in relation to each reportingperiod, the number of timesthecommitteemet		An external auditor can be removed and/orappointed at a meeting of shareholders,provided that the requisite notices under theCorporations Act have been provided to theCompany and other relevant parties.
throughout the period andthe individual attendances ofthemembersatthosemeetings; or
	Yes

ASXPrinciplesandRecommendations	Comply(Yes/No)	Explanation
(b) if it does not have an auditcommittee, disclose that fact andthe processes it employs thatindependentlyverifyandsafeguard the integrity of itscorporatereporting,includingtheprocessesfortheappointment and removal of theexternal auditor and the rotationof the audit engagement partner.
4.2 The board of a listed entity should,beforeitapprovestheentity'sfinancial statements for a financialperiod, receive from its CEO andCFO a declaration that, in theiropinion, the financial records of theentity have been properly maintainedand that the financial statementscomplywiththeappropriateaccounting standards and give a trueand fair view of the financial positionand performance of the entity andthat the opinion has been formed onthe basis of a sound system of riskmanagement and internal controlwhich is operating effectively.	Yes	The Company does have a CFO and adeclaration in this form has been prepared.The Company does not have a CEO.
4.3 A listed entity that has an AGMshouldensurethatitsexternalauditor attends its AGM and isavailable to answer questions fromsecurity holders relevant to the audit.	Yes	An external auditor will be present at the AGMand be available to answer questions fromsecurity holders relevant to the audit.
5Make timely and balanced disclosure
5.1 A listed entity should:(a) haveawrittenpolicyforcomplying with its continuousdisclosure obligations under theListing Rules; and(b) disclosethatpolicyorasummary of it.	NoN/A	Due to the current size and operations of theCompany, there are no written policies inplace. The Company is however committedto providing relevant up-to-date information toits shareholders and the broader investmentcommunity in accordance with the continuousdisclosurerequirementsundertheASXListing Rules and the Corporations Act.The Board has designated the CompanySecretary as the person responsible foroverseeing and coordinating disclosure ofinformation to the ASX and shareholders aswell as providing guidance to Directors andemployees on disclosure requirements andprocedures.
6Respect the rights of security holders
6.1 Alistedentityshouldprovideinformationaboutitselfanditsgovernancetoinvestorsviaitswebsite.	Yes	The Company's information is provided on itswebsite www.prospectresources.com.au.

ASXPrinciplesandRecommendations	Comply(Yes/No)	Explanation
6.2 A listed entity should design andimplementaninvestorrelationsprogram to facilitate effective twoway communication with investors.	No	TheCompanyhasnoformalinvestorrelations program in place, but ensures thatall material information is conveyed to itsinvestors so as to facilitate communication.
6.3 A listed entity should disclose thepolicies and processes it has in placetofacilitateandencourageparticipation at meetings of securityholders.	No	Although the Company does not have aformal communications policy in place, allmaterial matters will be disclosed to themarket in accordance with the ASX ListingRules.
6.4 A listed entity should give securityholderstheoptiontoreceivecommunicationsfrom,andsendcommunications to, the entity and itssecurity registry electronically.	Yes	The Company encourages shareholders toregister for receipt of announcements andupdates electronically.
7Recognise and manage risk
7.1 The board of a listed entity should:(a) have a committee or committeesto oversee risk, each of which:(1) hasatleastthreemembers, a majority ofwhomareindependentdirectors; and(2) ischairedbyanindependent director,and disclose:(3) thecharterofthecommittee;(4) themembersofthecommittee; and(5) as at the end of eachreportingperiod,thenumberoftimesthecommittee met throughouttheperiodandtheindividual attendances ofthemembersatthosemeetings; or(b)ifitdoesnothaveariskcommittee or committees thatsatisfy (a) above, disclose thatfactandtheprocessesitemploysforoverseeingtheentity'sriskmanagementframework.	NoYes	The Company does not have a separatelyconstituted risk committee due to its currentsizeandoperations.AstheCompanydevelops, the Board intends to review itspractices,andifdeemednecessary,establish a risk committee.The Board is responsible for the oversightand management of all material businessrisks. The Board's collective experience willenable accurate identification of the principalrisksthatmayaffecttheCompany'sbusiness. Key operational risks and theirmanagement will be recurring items fordeliberation as Board meetings.The risk profile can be expected to changeand procedures adapted as the Companydevelops and it grows in size and complexity.The Board intends to continue to regularlyreview and approve the risk managementand oversight policies of the Company.
7.2 The board or a committee of theboard should:(a) reviewtheentity'sriskmanagement framework at leastannually to satisfy itself that itcontinues to be sound; and(b) disclose, in relation to eachreporting period, whether such areview has taken place.	YesYes	The Board is responsible for overseeing theCompany's risk management systems,practices and procedures to ensure effectiverisk identification and management andcompliance with internal guidelines andexternal requirements.As of the end of this reporting period, theBoard has completed its review.

ASXPrinciplesandRecommendations	Comply(Yes/No)	Explanation
7.3 A listed entity should disclose:(a) if it has an internal audit function,how the function is structuredand what role it performs; or(b) if it does not have an internalaudit function, that fact and theprocessesitemploysforevaluatingandcontinuallyimproving the effectiveness of itsrisk management and internalcontrol processes.	NoNo	The Company does not have an internal auditfunction, and does not disclose the processesitusestoimproveriskmanagement.Nonetheless,itremainscommittedtoeffective management and control of thesefactors.
7.4 Alistedentityshoulddisclosewhether it has any material exposuretoeconomic,environmentalandsocial sustainability risks and, if itdoes, how it manages or intends tomanage those risks.	Yes	All material risk are announced to the market,in accordance with the requirements of theASX Listing Rules and otherwise.
8Remunerate fairly and responsibly8.1 The board of a listed entity should:		The Company does not have in place a
(a) have a remuneration committeewhich:(1) has at least three members,amajorityofwhomareindependent directors; and(2) is chaired by an independentdirector,and disclose:(3) the charter of the committee;(4) themembersofthecommittee; and(5) asattheendofeachreporting period, the numberof times the committee metthroughout the period andthe individual attendances ofthemembersatthosemeetings; or(b) ifitdoesnothavearemunerationcommittee,disclosethatfactandtheprocesses it employs for settingthe level and composition ofremuneration for directors andsenior executives and ensuringthatsuchremunerationisappropriate and not excessive.	NoYes	separatelyconstitutedremunerationcommittee due to the size and currentoperationsoftheCompany.Theremuneration of an executive director will bedecided by the Board, without the affectedexecutivedirectorparticipatinginthatdecision-making process.The total maximum remuneration is currentlyset at $500,000. Any increases will be thesubjectofashareholderresolutioninaccordance with the Company's constitution,the Corporations Act and the ASX ListingRules, as applicable. The determination ofnon-executive directors' remuneration withinthat maximum amount will be made by theBoard, having regard to the inputs and valuetotheCompanyoftherespectivecontributions by each non-executive director.TheBoardmayawardadditionalremunerationtonon-executivedirectorscalled upon to perform extra services or makespecial exertions on behalf of the Company.
8.2 A listed entity should separatelydisclose its policies and practicesregardingtheremunerationofnon-executivedirectorsandtheremuneration of executive directorsand other senior executives.	No	The Company has not deemed it necessarytoseparatelydiscloseitsremunerationpolicies.
8.3 A listed entity which has an equitybased remuneration scheme should:		Although the company did not have a formalpolicyduringthereportingperiod,the

ASXPrinciplesand	Comply	Explanation
Recommendations	(Yes/No)
(a) haveapolicyonwhetherparticipantsarepermittedtoenter into transactions (whetherthrough the use of derivatives orotherwise)whichlimittheeconomic risk of participating inthe scheme; and(b) disclosethatpolicyorasummary of it.	NoN/A	Company had a Securities Trading Policythat restricted the trading of the Company'ssecurities by those who have equity interestsin the Company.