PTR MINERALS LTD — Governance Information 2016

Oct 27, 2016

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity:
PETRATHERMLTD
ABN / ARBN:	Financial year ended:
17 106 806 884	30 JUNE 2016

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

☒ This URL on our website: http://www.petratherm.com.au/governance.html

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

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

Date: 28 October 2016

Donald Stephens

Name of Director or Secretary authorising lodgement:

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 the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
	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 follow this recommendation:☒in our Corporate Governance StatementOR☐at[insert location]… and information about the respective roles and responsibilities ofour board and management(including those matters expresslyreserved to the board and those delegatedto management):☒atthis location:Corporate Governance Statement in the Annual Report, page 7	☐an explanation why that is soin our Corporate GovernanceStatementOR☐we arean externally managed entity and this recommendationis therefore not applicable
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 information in itspossession relevant toa decision on whether or not to elector re-elect a director.	… the factthat we follow this recommendation:☒in our Corporate Governance StatementOR☐at[insert location]	☐an explanation why that is soin our Corporate GovernanceStatementOR☐we are an externally managed entity and this recommendationis therefore not applicable
1.31.4	A listed entity should have a written agreement with each directorand senior executive setting out the terms of their appointment.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 StatementOR☐at[insert location]… the fact that we follow this recommendation:☒in our Corporate Governance StatementOR	☒an explanationwhy that is soin our Corporate GovernanceStatementOR☐we are an externally managed entity and this recommendationis therefore not applicable☐an explanationwhy that is soin our Corporate GovernanceStatementOR
		☐at[insert location]	☐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 the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
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 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 board or a relevant committee of the board in accordancewith the entity's diversity policy and its progress towardsachieving themand either:(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" under the WorkplaceGender 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 StatementOR☐at[insert location]… and a copy of our diversity policy or a summary of it:☐at[insert location]… and the measurable objectives for achieving gender diversity set bythe board or a relevant committee of the board in accordance with ourdiversity policy and our progress towardsachieving them:☐in our Corporate Governance Statement OR☐at[insert location]… and the information referred to in paragraphs (c)(1) or(2):☐in our Corporate Governance StatementOR☐at[insert location]	☒an explanationwhy that is soin our Corporate GovernanceStatementOR☐we are an externally managed entity and this recommendationis therefore not applicable
1.6	A listed entity should:(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.	… the evaluationprocess referred to in paragraph (a):☐in our Corporate Governance StatementOR☐at[insert location]… and the information referred to in paragraph (b):☐in our Corporate Governance StatementOR☐at[insert location]	☒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 entity should:(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.	… the evaluationprocess referred to in paragraph (a):☒in our Corporate Governance StatementOR☐at[insert location]… and the information referred to in paragraph (b):☒in our Corporate Governance StatementOR☐[insert location]at	☐an explanationwhy that is soin our Corporate GovernanceStatementOR☐we are an externally managed entity and this recommendationis therefore not applicable

	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 wholeperiod above. We have disclosed …4of the
PRINCIPLE 2 -	STRUCTURE THE 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)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)ifit 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 Statement OR☐at[insert location]… and a copy of the charter of the committee:☐at[insert location]… and the information referred to in paragraphs (4) and (5):☐in our Corporate Governance Statement OR☐at[insert location][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 and diversity to enable it todischarge its duties and responsibilities effectively:☐in our Corporate Governance Statement OR☐at[insert location]	☒an explanationwhy that is soin our Corporate GovernanceStatement OR☐we are an externally managed entity and this recommendationis therefore not applicable
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.	… our boardskills matrix:☒in our Corporate Governance Statement OR☐at[insert location]	☐an explanation why that is soin our Corporate GovernanceStatement OR☐we are an externally managed entity and this recommendationis therefore not applicable

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 wholeperiod above. We have disclosed …4of the
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.	… the names of the directors considered by the board to beindependentdirectors:☒in our Corporate Governance StatementOR☐at[insert location]… and, where applicable, the information referred to in paragraph (b):☒in our Corporate Governance StatementOR☐at[insert location]… and the length of service of each director:☒in our Corporate Governance Statement OR☐at[insert location]	☐an explanationwhy that is soin our Corporate GovernanceStatement
2.4	A majority of the board of a listed entity should be independentdirectors.	… the fact that we follow this recommendation:☒in our Corporate Governance StatementOR☐[insert location]at	☐an explanationwhy that is so in our Corporate GovernanceStatementOR☐we are an externally managed entity and this recommendationis therefore not applicable
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.	… the fact thatwe follow this recommendation:☒in our Corporate Governance StatementOR☐at[insert location]	☐an explanationwhy that is so in our Corporate GovernanceStatementOR☐we 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.	… the factthat we follow this recommendation:☒in our Corporate Governance StatementOR☐at[insert location]	☐an explanationwhy that is so in our Corporate GovernanceStatementOR☐we are an externally managed entity and this recommendationis 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.	… our codeof conduct or a summary of it:☒in our Corporate Governance StatementOR☐at[insert location]	☐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 wholeperiod above. We have disclosed …4of the
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)if it 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.	[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[insert location]… and a copy of the charter of the committee:☐at[insert location]… and the information referred to in paragraphs (4) and (5):☐in our Corporate Governance StatementOR☐at[insert location][If the entity complieswith paragraph (b):]… the fact that we do not have an audit committeeand the processeswe employ that independently verify and safeguard the integrity of ourcorporate reporting, including the processes for the appointment andremoval of the external auditor and the rotation of the auditengagementpartner:☐in our Corporate Governance StatementOR☐at[insert location]	☒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[insert location]	☐an explanation why 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 wholeperiod above. We have disclosed …4of the
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 StatementOR☐at[insert location]	☐an explanationwhy that is so in our Corporate GovernanceStatementOR☐we 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 the Listing Rules; and(b)disclose that policy or a summary of it.	… our continuous disclosure compliance policy or a summary of it:☒in our Corporate Governance StatementOR☐at[insert location]	☐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:☒athttp://petratherm.com.au/governance.html	☐an explanationwhy that is soin our Corporate GovernanceStatement
6.2	A listed entity should design and implement an investor relationsprogram to facilitate effective two-way communication withinvestors.	… the factthat we follow this recommendation:☒in our Corporate Governance StatementOR☐at[insert location]	☐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.	… our policies and processes for facilitating and encouragingparticipation at meetings of security holders:☒in our Corporate Governance StatementOR☐at[insert location]	☐an explanationwhy that is so in our Corporate GovernanceStatementOR☐we are an externally managed entity that does not holdperiodic meetingsof security holders and this recommendationis 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 this recommendation:☒in our Corporate Governance StatementOR☐at[insert location]	☐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 wholeperiod above. We have disclosed …4of the
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(b)if it does not have a risk committee or committeesthatsatisfy (a) above, disclose that fact and the processes it	[If the entity complies with paragraph (a):]… the fact that we have a committee or committees to oversee riskthat complywith paragraphs (1) and (2):☐in our Corporate Governance StatementOR☐at[insert location]… and a copy of the charter of the committee:☐at[insert location]… and the information referred to in paragraphs (4) and (5):☐in our Corporate Governance StatementOR☐at[insert location][If the entity complies withparagraph (b):]… the fact that we do not have a risk committeeor committees thatsatisfy (a) and the processes we employ for overseeing our risk	☐an explanationwhy that is soin our Corporate GovernanceStatement
	employs for overseeing the entity's risk managementframework.	management framework:☒in our Corporate Governance StatementOR☐at[insert location]
7.2	The board or a committee of the board should:(a)review the entity's risk management framework at leastannually tosatisfy itself that it continues to be sound; and(b)disclose,in relation to each reporting period, whether sucha review has taken place.	… the fact that board or a committee of the board reviewsthe entity'srisk management framework at least annuallyto satisfy itself that itcontinues to be sound:☐in our Corporate Governance StatementOR☐at[insert location]… and that such a review has taken place in the reporting periodcovered by this Appendix4G:☐in our Corporate Governance Statement OR☐at[insert location]	☒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 wholeperiod above. We have disclosed …4of the
7.3	A listed entity should disclose:(a)if it has an internal audit function, how the function isstructured and what role it performs;or(b)if it 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.	[If the entity complies with paragraph (a):]… how our internal audit function is structured and what role itperforms:☐in our Corporate Governance StatementOR☐at[insert location][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 our risk management and internal control processes:☒in our Corporate Governance StatementOR☐at[insert location]	☐an explanationwhy that is soin our Corporate GovernanceStatement
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 thoserisks.	… whether we have any material exposure to economic,environmental and social sustainabilityrisks and, if we do, how wemanage or intend to manage those risks:☒in our Corporate Governance StatementOR☐at[insert location]	☐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 wholeperiod above. We have disclosed …4of the
PRINCIPLE 8 –	REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should:(a)have a remuneration 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)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 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.	[If the entity complies with paragraph (a):]… the fact that we have a remuneration committee that complies withparagraphs (1) and (2):☐in our Corporate Governance StatementOR☐at[insert location]… and a copy of the charter of the committee:☐at[insert location]… and the information referred to in paragraphs (4) and (5):☐in our Corporate Governance StatementOR☐at[insert location][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[insert location]	☐an explanationwhy that is soin our Corporate GovernanceStatementOR☐we are an externally managed entity and this recommendation istherefore not applicable
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.	… 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[insert location]	☐an explanation why that is so in our Corporate GovernanceStatementOR☐we are an externallymanaged 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 on thisissue or a summary of it:☒in our Corporate Governance Statement OR☐[insert location]at	☐an explanationwhy that is so in our Corporate GovernanceStatement OR☐we do not have an equity-based remuneration scheme and thisrecommendationis therefore not applicable OR☐we are an externally managed entity and this recommendationis therefore not applicable

	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 wholeperiod above. We have disclosed …4of the
	ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-	Alternative to Recommendation1.1 for externally managed listedentities:The responsible entity 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[insert location]	☐an explanation why that is soin our Corporate GovernanceStatement
-	Alternative to Recommendations8.1, 8.2and8.3for externallymanaged listed entities:An externally managed listed entity should clearly disclose theterms governing the remuneration of the manager.	… the terms governingour remuneration as manager of the entity:☐in our Corporate Governance Statement OR☐at[insert location]	☐an explanation whythat is soin our Corporate GovernanceStatement