QEM LIMITED — Governance Information 2021

Sep 23, 2021

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity QEM Limited ABN/ARBN Financial year ended: 167 966 770 30 June 2021 Our corporate governance statement1 for the period above can be found at:2 ☐ These pages of our annual report: ☒ This URL on our website: https://www.qldem.com.au/about/#corporate-governance

The Corporate Governance Statement is accurate and up to date as at 23 September 2021 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.3

Date: 24 September 2021

Name of authorised officer authorising lodgement: Gavin Loyden – Managing Director

See notes 4 and 5 below for further instructions on how to complete this form.

1 "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.

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 Listing Rule 4.10.3.

Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council's recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3.

The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately.

2 Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.

3 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		Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
	PRINCIPLE 1 –LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should have and disclose a board charter settingout:(a)the respective roles and responsibilities of its board andmanagement; and(b)those matters expressly reserved to the board and thosedelegated to management.	☒and we have disclosed a copy of our board charterat:https://www.qldem.com.au/about/#corporate-governance	☐set outin our Corporate Governance Statement OR☐we arean externally managed entity and this recommendationis therefore not applicable
1.2	A listed entity should:(a)undertake appropriate checks before appointing a director orsenior executive or putting someone forward for election asa director; and(b)provide security holders with all material information in itspossession relevant to a decision on whether or not to elector re-elect a director.	☒	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis 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.	☒	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
1.4	The company secretary of a listed entity should be accountabledirectly to the board, through the chair, on all matters to do withthe proper functioning of the board.	☒	☐set outin our Corporate GovernanceStatement OR☐weare an externally managed entity and this recommendationis therefore not applicable

4 Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with "insert location" underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert "our corporate governance statement". If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg "pages 10-12 of our annual report"). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg "www.entityname.com.au/corporate governance/charters/").

5 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	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
1.5	A listed entity should:(a)have and disclose a diversity policy;(b)through its board or a committee of the boardsetmeasurable objectives for achieving gender diversity in thecomposition of its board, senior executives and workforcegenerally;and(c)disclosein relation to each reporting period:(1)the measurable objectives set forthat period toachievegender diversity;(2)the entity's progress towards achieving thoseobjectives;and(3)either:(A)the respective proportions of men and womenon the board, in senior executive positions andacross the whole workforce (including how theentity has defined "senior executive" for thesepurposes); or(B)if the entity is a "relevant employer" under theWorkplace Gender Equality Act, the entity'smost recent "Gender Equality Indicators", asdefined in and published under that Act.If the entity was in the S&P/ASX 300 Index at thecommencement of the reporting period, the measurable objectivefor achieving gender diversity in the composition of its boardshould be to have not less than 30% of its directors of eachgender within a specified period.	☐and we have disclosed a copy of our diversity policy at:https://www.qldem.com.au/about/#corporate-governanceand we have disclosed the information referred to in paragraph (c)at:https://www.qldem.com.au/about/#corporate-governanceand if we were included in the S&P/ASX 300 Index at thecommencement of the reporting period our measurable objective forachieving gender diversity in the composition of its board of not lessthan 30% of its directors of each gender within a specified period.	☒set outin our Corporate Governance Statement OR☐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)disclosefor each reporting period whether aperformanceevaluation has been undertakenin accordance with thatprocessduring or in respect of that period.	☒and we have disclosed the evaluationprocess referred to inparagraph (a) at:https://www.qldem.com.au/about/#corporate-governanceand whether a performance evaluation was undertaken for thereporting period in accordance with that process at:In our Corporate Governance Statement	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
1.7	A listed entity should:(a)have and disclose a process for evaluating the performanceof its senior executivesat least once every reporting period;and(b)disclosefor each reporting period whether a performanceevaluation has been undertakenin accordance with thatprocessduring or in respect of that period.	☒and we have disclosed the evaluationprocess referred to inparagraph (a) at:https://www.qldem.com.au/about/#corporate-governanceand whether a performance evaluation was undertaken for thereporting period in accordance with that process at:In our Corporate Governance Statement	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Our5reasons for not doing so are:
PRINCIPLE 2 -	STRUCTURE THE BOARD TO BE EFFECTIVE AND 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 areindependentdirectors; 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 numberof times the committee met throughout the periodand theindividual attendances of the members atthose meetings; 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.	☐and we have disclosed a copy of the charter of the committee at:……………………………………………………………………………[insert location]and the information referred to in paragraphs (4) and (5) at:……………………………………………………………………………[insert location]and we have disclosed the fact that we do not have a nominationcommittee and the processes we employ to address boardsuccession issues and to ensure that the board has the appropriatebalance of skills, knowledge, experience, independence anddiversity to enable it to discharge its duties and responsibilitieseffectively at:https://www.qldem.com.au/about/#corporate-governance	☒set outin our Corporate Governance Statement 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 that the board currently has or islooking to achieve in its membership.	☒and we have disclosed our boardskills matrix at:https://www.qldem.com.au/about/#corporate-governance	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
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, affiliation orrelationship of the type described in Box2.3 but the boardis of the opinion that it does not compromise theindependence of the director, the nature of the interest,positionor relationship in question and an explanation ofwhy the board is of that opinion; and(c)the length of service of each director.	☒and we have disclosed the names of the directors considered by theboard to be independentdirectors at:https://www.qldem.com.au/about/#corporate-governanceand, where applicable, the information referred to in paragraph (b)at:Not applicableand the length of service of each director at:Company's Annual Report	☐set outin our Corporate Governance Statement

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
2.4	A majority of the board of a listed entity should be independentdirectors.	☐	☒set outin our Corporate Governance Statement OR☐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 anindependent director and, in particular, should not be the sameperson as the CEO of the entity.	☒	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
2.6	A listed entity should have a program for inducting newdirectors and for periodically reviewing whether there is a needfor existing directors to undertake professional development tomaintain the skills and knowledge needed to perform their roleas directors effectively.	☒	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
PRINCIPLE 3 –	INSTIL A CULTUREOF ACTING LAWFULLY,	ETHICALLY AND RESPONSIBLY
3.1	A listed entity should articulate and disclose its values.	☒and we have disclosed our values at:https://www.qldem.com.au/about/#corporate-governance	☐set outin our Corporate Governance Statement
3.2	A listed entity should:(a)have and disclose a code of conduct for its directors,senior executives and employees; and(b)ensure that the boardor a committee of the boardisinformed ofany material breachesofthat code.	☒and we have disclosed our codeof conduct at:https://www.qldem.com.au/about/#corporate-governance	☐set outin our Corporate Governance Statement
3.3	A listed entity should:(a)have and disclose a whistleblower policy; and(b)ensure that the board or a committee of the board isinformed of any material incidents reported under thatpolicy.	☒and we have disclosed our whistleblower policy at:https://www.qldem.com.au/about/#corporate-governance	☐set outin our Corporate Governance Statement
3.4	A listed entity should:(a)have and disclose an anti-bribery and corruption policy;and(b)ensure that the board or committee of theboard isinformed of any material breaches of that policy.	☒and we have disclosed our anti-bribery and corruption policy at:https://www.qldem.com.au/about/#corporate-governance	☐set outin our Corporate Governance Statement

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
PRINCIPLE 4 –	SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
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 notthe chair 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 independentlyverifyand safeguard the integrity of its corporate reporting,including the processes for the appointment and removalof the external auditor and the rotation of the auditengagement partner.	☐[If the entity complies with paragraph (a):]and we have disclosed a copy of the charter of the committee at:……………………………………………………………………………[insert location]and the information referred to in paragraphs (4) and (5) at:……………………………………………………………………………[insert location][If the entity complieswith paragraph (b):]and we have disclosed the fact that we do not have an auditcommitteeand the processes we employ that independently verifyand safeguard the integrity of our corporate reporting, including theprocesses for the appointment and removal of the external auditorand the rotation of the audit engagementpartner at:https://www.qldem.com.au/about/#corporate-governance	☒set outin our Corporate Governance Statement
4.2	The board of a listed entity should, before it approves theentity's financial statements for a financial period, receive fromits CEO and CFO a declaration that, in their opinion, thefinancial records of the entity have been properly maintainedand that the financial statements comply with the appropriateaccounting standards and give a true and fair view of thefinancial position and performance of the entity and that theopinion has been formed on the basis of a sound system of riskmanagement and internal control which is operating effectively.	☒	☐set outin our Corporate Governance Statement
4.3	A listed entity should disclose its process to verify the integrityof anyperiodiccorporate report it releases to the marketthat isnot audited or reviewed by an external auditor.	☒	☐set outin our Corporate Governance Statement

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
PRINCIPLE 5 –	MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity shouldhave and disclose a written policy forcomplying with its continuous disclosure obligations underlisting rule3.1.	☒and we have disclosed our continuous disclosure compliance policyat:https://www.qldem.com.au/about/#corporate-governance	☐set outin our Corporate Governance Statement
5.2	A listed entity should ensure that its board receives copies of allmaterial market announcements promptly after they have beenmade.	☒	☐set outin our Corporate Governance Statement
5.3	A listed entity that gives anewand substantiveinvestor oranalyst presentation should release a copy of the presentationmaterials on the ASX Market Announcements Platform aheadof the presentation.	☒	☐set outin our Corporate Governance Statement
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.	☒and we have disclosed information about us and our governance onour website at:https://www.qldem.com.au/about/#corporate-governance	☐set outin our Corporate Governance Statement
6.2	A listed entity should have an investor relations program thatfacilitates effective two-way communication with investors.	☒	☐set outin our Corporate Governance Statement
6.3	A listed entity should disclose how it facilitatesand encouragesparticipation at meetings of security holders.	☒and we have disclosed how we facilitate and encourage participationat meetings of security holdersat:https://www.qldem.com.au/about/#corporate-governance	☐set outin our Corporate Governance Statement
6.4	A listed entity should ensure that all substantive resolutions at ameeting of security holders are decided by a poll rather than bya show of hands.	☒	☐set outin our Corporate Governance Statement

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
6.5	A listed entity should give security holders the option to receivecommunications from, and send communications to, the entityand its security registry electronically.	☒	☐set outin our Corporate Governance Statement
PRINCIPLE 7 –	RECOGNISE AND MANAGE RISK
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 numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; or(b)if it does not have a risk committee or committees thatsatisfy (a) above, disclose that fact and the processes itemploys for overseeing the entity's risk managementframework.	☐[If the entity complies with paragraph (a):]and we have disclosed a copy of the charter of the committee at:……………………………………………………………………………[insert location]and the information referred to in paragraphs (4) and (5) at:……………………………………………………………………………[insert location][If the entity complies withparagraph (b):]andwe have disclosedthe fact that we do not have a risk committeeor committees that satisfy (a) and the processes we employ foroverseeing our risk management framework at:https://www.qldem.com.au/about/#corporate-governance	☒set outin our Corporate Governance Statement
7.2	The board or a committee of the boardshould:(a)review the entity's risk management framework at leastannually to satisfy itself that it continues to be sound andthat the entity is operating with due regard tothe riskappetite set by the board; and(b)disclose, in relation to each reporting period, whethersuch a review has taken place.	☒and we have disclosed whethera review of the entity's riskmanagement framework was undertaken during the reporting periodin our Corporate Governance Statement.	☐set outin our Corporate Governance Statement

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
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 governance, riskmanagement and internal control processes.	☐[If the entity complies with paragraph (a):]and we have disclosed how our internal audit function is structuredand what role it performsat:……………………………………………………………………………[insert location][If the entity complies with paragraph (b):]and we have disclosed the fact that we do not have an internal auditfunction and the processes we employ for evaluating and continuallyimproving the effectivenessof our risk management and internalcontrol processes at:https://www.qldem.com.au/about/#corporate-governance	☒set outin our Corporate Governance Statement
7.4	A listed entity should disclose whether it has any materialexposure to environmental or social risks and, if it does, how itmanages or intends to manage those risks.	☒and we have disclosed whether we have any material exposure toenvironmental and social risks at:https://www.qldem.com.au/about/#corporate-governanceand, if we do, how we manage or intend to manage those risks at:https://www.qldem.com.au/about/#corporate-governance	☐set outin our Corporate GovernanceStatement

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
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 numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; or(b)if it does not have a remuneration committee, disclosethat fact and the processes it employs for setting the leveland composition of remuneration for directors and seniorexecutives and ensuring that such remuneration isappropriate and not excessive.	☐[If the entity complies with paragraph (a):]and we have disclosed a copy of the charter of the committeeat:……………………………………………………………………………[insert location]and the information referred to in paragraphs (4) and (5)at:……………………………………………………………………………[insert location][If the entity complies with paragraph (b):]and we have disclosed the fact that we do not have a remunerationcommittee and the processes we employ for setting the level andcomposition of remuneration for directors and senior executives andensuring that such remuneration is appropriate and not excessive:https://www.qldem.com.au/about/#corporate-governance	☒set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
8.28.3	A listed entity should separately disclose its policies andpractices regarding the remuneration of non-executive directorsand the remuneration of executive directors and other seniorexecutives.A listed entity which has an equity-based remuneration schemeshould:	☒and we have disclosed separately our remuneration policies andpractices regarding the remuneration of non-executive directors andthe remuneration of executive directors and other senior executivesat:https://www.qldem.com.au/about/#corporate-governance☒and we have disclosed our policy on thisissue or a summary of itin	☐set outin our Corporate GovernanceStatement OR☐we are an externallymanaged entity and this recommendationis therefore not applicable☐set outin our Corporate Governance Statement OR☐we do not have an equity-based remuneration scheme and
	(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 Securities Trading Policyat:https://www.qldem.com.au/about/#corporate-governance	this recommendation is therefore not applicableOR☐we are an externally managed entity and this recommendationis therefore not applicable

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
	ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1	A listed entity with a director who does not speak the languagein which board or security holder meetings are held or keycorporate documents are written should disclose the processesit has in place to ensure the director understands and cancontribute to the discussions at those meetings andunderstands and can discharge their obligations in relation tothose documents.	☐and we have disclosed information about the processes in place at:………………………………………………………………………[insert location]	☐setoutin our Corporate Governance StatementOR☒we do not have a director in this position and thisrecommendation is therefore not applicableOR☐we are an externally managed entity and this recommendationis therefore not applicable
9.2	A listed entity established outside Australia should ensure thatmeetings of security holders are held at a reasonable place andtime.	☐	☐set outin our Corporate Governance Statement OR☒we are established in Australia and this recommendation istherefore not applicableOR☐we are an externally managed entity and this recommendationis therefore not applicable
9.3	A listed entity established outside Australia, and an externallymanaged listed entity that has an AGM,should ensure that itsexternal auditor attends its AGM and is available to answerquestions from security holders relevant to the audit.	☐	☐set outin our Corporate Governance Statement OR☒we are established in Australia andnot an externally managedlisted entityandthis recommendation is therefore notapplicable☐we are an externally managed entity that does not holdanAGMand this recommendation is therefore not applicable
	ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-	Alternative to Recommendation1.1 for externally managedlisted entities: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;and(b)the role and responsibility of the board of the responsibleentity for overseeing those arrangements.	☐and we have disclosed the information referred to in paragraphs (a)and (b) at:……………………………………………………………………………[insert location]	☐set outin our Corporate Governance Statement

Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
-Alternative to Recommendations8.1, 8.2 and 8.3 for externallymanaged listed entities:An externally managed listed entity should clearly disclose theterms governing the remuneration of the manager.	☐and we have disclosed the terms governingour remuneration asmanager of the entity at:……………………………………………………………………………[insert location]	☐set outin our Corporate Governance Statement

QEM LIMITED ACN 167 966 770 (COMPANY)

CORPORATE GOVERNANCE STATEMENT

FOR THE FINANCIAL YEAR ENDING 30 JUNE 2021

This Corporate Governance Statement is current as at 23 September 2021 and has been approved by the Board of the Company on that date.

This Corporate Governance Statement discloses the extent to which the Company has, during the financial year ending 30 June 2021, followed the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations – 4th Edition (Recommendations). The Recommendations are not mandatory, however the Recommendations that have not been followed for any part of the reporting period have been identified and reasons provided for not following them along with what (if any) alternative governance practices were adopted in lieu of the recommendation during that period.

Due to the current size and nature of the existing Board and the magnitude of the Company's operations, the Board does not consider that the Company will gain any benefit from individual Board committees and that its resources would be better utilised in other areas as the Board is of the strong view that at this stage the experience and skill set of the current Board is sufficient to perform these roles. Under the Company's Board Charter, the duties that would ordinarily be assigned to individual committees are currently carried out by the full Board under the written terms of reference for those committees.

The Company's Corporate Governance Policies are available on the Company's website at https://www.qldem.com.au/about/#corporate-governance.

	RECOMMENDATIONS(4THEDITION)	COMPLY	EXPLANATION
	Principle 1: Lay solid foundations for management and oversight
(a)	Recommendation 1.1A listed entity should have and disclose a boardcharter whichsets out the respective roles andresponsibilities of the Board, the Chairandmanagement,andincludes a description of thosematters expressly reserved to the Boardand thosedelegated to management.	YES	The Company has adopted a Board Charterthat sets out thespecific roles and responsibilities of the Board,the Chairandmanagementand includes a description of those mattersexpressly reserved to the Boardand those delegated tomanagement.

RECOMMENDATIONS(4THEDITION)	COMPLY	EXPLANATION
		The Board Charter sets out the specific responsibilities of the Board,requirements as to the Board's composition, the roles andresponsibilities of the Chairman and Company Secretary, theestablishment,operationandmanagementofBoardCommittees, Directors' access to Company records andinformation, details of the Board's relationship with management,details of the Board's performance review and details of theBoard's disclosure policy.A copy of the Company's Board Charter, is available on theCompany's website.
Recommendation 1.2A listed entity should:(a)undertake appropriate checks before appointinga director or senior executiveor putting someoneforward for electionas a Director; and(b)providesecurityholderswithallmaterialinformationin its possessionrelevant to a decisionon whether or not to elect or re-elect a Director.	YES	(a)The Company has guidelines for the appointment andselection of the Boardand senior executivesin itsNomination CommitteeCharterwhichrequires theNomination Committee(or, in its absence, the Board) toensure appropriate checks (including checks in respect ofcharacter, experience, education, criminal record andbankruptcy history (as appropriate)) are undertakenbefore appointing a person, or putting forward to securityholders a candidate for election, as a Director.(b)Under the Nomination CommitteeCharter, all materialinformation relevant to a decision on whether or not toelect or re-elect a Director mustbe provided to securityholders in theNotice of Meeting containing the resolutionto elect or re-elect a Director.
Recommendation 1.3A listed entity should have a written agreement with eachDirectorand senior executive setting out the terms of theirappointment.	YES	The Company's Nomination CommitteeCharter requires theNomination Committee (or, in its absence, the Board) to ensurethat each Director and senior executive ispersonallya party to awritten agreement with the Company which sets out the terms ofthat Director's or senior executive's appointment.The Company has had written agreements with each of itsDirectors and senior executives for the past financial year.

RECOMMENDATIONS(4THEDITION)	COMPLY	EXPLANATION
Recommendation 1.4The Company Secretary of a listed entity should beaccountable directly to the Board, through the Chair, on allmatters to do with the proper functioning of the Board.	YES	TheBoardCharteroutlinestheroles,responsibilityandaccountability of the Company Secretary.In accordance withthis, the Company Secretary is accountable directly to the Board,through the Chair, on all matters to do with the proper functioningof the Board.
Recommendation 1.5A listed entity should:(a)haveand disclosea diversity policy;(b)through its board or a committee of the board setmeasurable objectives for achieving genderdiversity in the composition of its board, seniorexecutives and workforce generally;and(c)disclose in relation toeach reporting period:(i)the measurable objectives set for thatperiod to achievegender diversity;(ii)the entity's progress towards achievingthose objectives; and(iii)either:(A)the respective proportions of menand women on the Board, insenior executive positions andacrossthewholeworkforce(including how the entity hasdefined "senior executive" forthese purposes); or(B)iftheentityisa"relevantemployer" under the WorkplaceGender Equality Act, theentity'smost recent "Gender EqualityIndicators", as defined in theWorkplace Gender Equality Act.	PARTIALLY	(a)The Company has adopted a Diversity Policywhichprovides a framework for the Company to establish,achieve and measure diversity objectives,including inrespect of gender diversity.The Diversity Policy is availableon the Company's website.(b)The Diversity Policyallowsthe Board to setmeasurablegender diversity objectives,if considered appropriate,andto continually monitor both the objectives if any havebeen setand theCompany's progress in achieving them.(c)The Board did not set measurable gender diversityobjectives for the past financial year, because:(i)It isthe Board's view that the existing Directors andseniorexecutiveshavesufficientskillandexperience to carry out the Company's plans; and(ii)if it became necessary to appoint any newDirectors or senior executives, the Board consideredthe application of the measurable diversityobjectivesand determined that, given the small sizeof the Company and the Board, reqiuring specifiedobjectectives to be met, unduly limit the Companyfrom applying the Diversity Policy as a whole andthe Company's policy of appointing the bestperson for the job;and(iii)the respective proportions of men and women onthe Board, in senior executive positions and acrossthewhole organisation (including how the entityhas defined "senior executive" for these purposes)for the past financial year is disclosedon theCompany's website.

RECOMMENDATIONS(4THEDITION)	COMPLY	EXPLANATION
If the entity was in the S&P/ASX 300 Index at thecommencement of the reporting period, the measurableobjective for achieving gender diversity in the compositionof its board should be to have not less than 30% of itsdirectors of each gender within a specified period.
Recommendation 1.6A listed entity should:(a)have and disclose a process for periodicallyevaluating the performance of the Board, itscommittees and individual Directors; and(b)disclosefor each reporting period whether aperformance evaluation has beenundertaken inaccordance with that process during or in respectof that period.	YES	(a)The Company's Nomination Committee (or, in its absence,the Board) is responsible for evaluating the performance ofthe Board, its committeesand individual Directors on anannual basis. It may do so with the aid of an independentadvisor. The process for thisis set outin the Company'sPerformance Evaluation Policy,which is available on theCompany's website.(b)The Company is requiredto disclosewhether or notperformance evaluations were conducted during therelevant reporting period.The Companyhasnotcompleted performance evaluations in respect of theBoard, its committees (if any) and individual Directorsforthe past financial year in accordance with theaboveprocess.
Recommendation 1.7A listed entity should:(a)have and disclose a process for evaluating theperformance of its senior executivesat least onceevery reporting period; and(b)disclose for each reporting period whether aperformance evaluation has beenundertaken inaccordance with that process during or in respectof that period.	YES	(a)The Company's Nomination Committee (or, in its absence,the Board) is responsible for evaluating the performance ofthe Company's senior executiveson an annual basis. TheCompany's Remuneration Committee (or, in its absence,the Board) is responsible for evaluating the remuneration ofthe Company's senior executives on an annual basis. Aseniorexecutive,forthesepurposes,meanskeymanagement personnel (as defined inthe CorporationsAct) other than a non-executive Director.The applicable processesfor these evaluations can befound in the Company's Performance Evaluation Policy,which is available on the Company's website.(b)TheCompanyhasnotcompletedperformanceevaluations in respect of the senior executives (there arenone) for the past financial year in accordance with theapplicable processes.

RECOMMENDATIONS(4THEDITION)	COMPLY	EXPLANATION
Principle 2: Structure the Boardtobe effective andadd value
Recommendation 2.1The Boardof a listed entity should:(a)have a nomination committee which:(i)has at least three members, a majority ofwhom are independent Directors; and(ii)is chaired by an independent Director,and disclose:(iii)the charter of the committee;(iv)the members of the committee; and(v)as at the end of each reporting period, thenumber of times the committee metthroughout the period and the individualattendances of the members at thosemeetings; or(b)if it does not have a nomination committee,disclose that fact and the processes it employs toaddress Board succession issues and to ensure thatthe Board has the appropriate balance of skills,knowledge,experience, independence anddiversityto enable it to discharge its duties andresponsibilities effectively.	PARTIALLY	(a)TheCompany'sRemunerationandNominationCommittee Charter provides for the creation of aNomination Committee(if it is considered it will benefit theCompany), with atleast three members,a majority ofwhom are independent Directors, and which mustbechaired by an independent Director.(b)The Company did not have a Nomination Committee forthe past financial year as the Board did not consider theCompany would benefit from its establishment. Inaccordance with the Company's Board Charter, theBoard carries out the duties that would ordinarily becarried out by the Nomination Committee under theNomination Committee Charter, including the followingprocesses to address succession issues and to ensure theBoard has the appropriate balance of skills, experience,independence and knowledge of the entity to enable it todischarge its duties and responsibilities effectively:(i)devoting time at least annually to discuss Boardsuccession issues and updating the Company'sBoard skills matrix; and(ii)allBoardmembersbeinginvolvedintheCompany's nomination process, to the maximumextent permitted under the Corporations Act andASX Listing Rules.
Recommendation2.2A listed entity should have and disclose a Boardskillsmatrixsetting out the mix of skills that the Boardcurrently has or islooking to achieve in its membership.	YES	Under the Nomination CommitteeCharter(inthe Company'sRemunerationandNominationCommitteeCharter),theNomination Committee(or, in its absence, the Board) is requiredto prepare a Board skillsmatrix setting out the mix of skills that theBoard currently has (or is looking to achieve) and to review this atleast annuallyagainst the Company's Board skills matrix to ensurethe appropriate mix of skills to discharge its obligations effectivelyand to add value and to ensure the Board has the ability to dealwith new and emerging business and governance issues.

RECOMMENDATIONS(4THEDITION)		COMPLY	EXPLANATION
			The Company has, for the past financial year, had a Board skillmatrix setting out the mix of skills and diversity that the Boardcurrently has or is looking to achieve in its membership.The Board Charter requires the disclosure of each Board member'squalifications and expertise. Full details as to each Director andsenior executive's relevant skills and experience areincluded inthe Company's Annual Report andavailable on the Company'swebsite.The Company maintains a register of each individual Directors skillsmatrix and has included a summary of the Board Skills Matrix on itswebsite.
Recommendation2.3A listedentity should disclose:(a)the names of the Directors considered by theBoard to be independent Directors;(b)if a Director has an interest, position or relationshipof the type described in Box 2.3 of the ASXCorporateGovernancePrinciplesandRecommendations(4thEdition), but the Board is ofthe opinion that it does not compromise theindependence of the Director, the nature of theinterest, positionor relationship in question and anexplanation of why the Board is of that opinion;and		YES	(a)The Board Charter requiresthe disclosure of the names ofDirectors considered by the Board to be independent.John Foley and Daniel Harris are considered independentDirectors.(b)Not applicable.(c)The Company's Annual Reportdiscloses the length ofservice of each Director, as atthe end of each financialyear.
Recommendation2.4A majority of the Boardof a listed entity should beindependent Directors.		NO	The Company's Board Charter requires that, where practical, themajority of the Board shouldbe independent.There was not anindependent majority of the Board during all ofof the past financial year. The Board currently comprises a total of4directors, of whom 2areconsidered to be independent.
Recommendation2.5		YES	The Board Charter provides that, where practical, the Chairof theBoard should be an independent Directorand should not be theManaging Director.

RECOMMENDATIONS(4THEDITION)	COMPLY	EXPLANATION
The Chair of the Board of a listed entity should be anindependent Directorand, in particular, should not be thesame person as the CEO of the entity.		The Chair of the Company during the past financial year, Mr JohnFoleywasdeemed independent.
Recommendation2.6A listed entity should have a program for inducting newYESDirectors and for periodically reviewing whether there is aneed for existing directors to undertake professionaldevelopment tomaintain the skills and knowledge neededto perform their roleasDirectorseffectively.		In accordance with the Company's Board Charter, theNominations Committee (or, in its absence, the Board)isresponsible for the approval and reviewofinductionandcontinuing professional development programs and proceduresforDirectors to ensure that they can effectivelydischarge theirresponsibilities. The Company Secretary is responsible forfacilitating inductions and professional developmentincludingreceiving briefings on material developments in laws, regulationsand accounting standards relevant to the Company.
Principle 3: Instil a culture of acting lawfully, ethically and responsibly
Recommendation 3.1
A listed entity shouldarticulate and disclose its values.	YES	(a)The Company and its subsidiary companies (if any) arecommitted to conducting all of its business activities fairly,honestly with a high level of integrity, and in compliancewith all applicable laws, rules and regulations. The Board,management and employees are dedicated to highethical standards and recognise and support theCompany'scommitment to compliance with thesestandards.
		(b)The Company's values are set out in its Code of Conductand are available on the Company's website. Allemployees are given appropriate training on theCompany's values and senior executives will continuallyreference such values.
Recommendation 3.2A listed entity should:	YES	(a)The Company's Corporate Code of Conduct applies totheCompany'sDirectors,seniorexecutivesandemployees.
(a)have and disclose a code of conduct for itsDirectors, senior executives and employees; and(b)ensure that the Board or a committee of the Boardis informed of any material breaches ofthat code.		(b)The Company's Corporate Code of Conduct is availableon theCompany's website. Any material breaches of theCode of Conduct are reported to the Board or acommittee of the Board.

RECOMMENDATIONS(4THEDITION)			COMPLY	EXPLANATION
(a)(a)	Recommendation 3.3A listed entity should:	have and disclose a whistleblower policy; andensure that the Board or a committee of the Boardis informed of any material incidents reportedunder that policy.	YES	The Company'sWhistleblower Protection Policy is available on theCompany's website. Any material breaches of the WhistleblowerProtection Policy are to be reported to the Board ora committeeof the Board.
(a)(b)	Recommendation 3.4A listed entity should:have and disclose an anti-bribery and corruptionpolicy; andensure that the Board or committee of the Board isinformed of any material breaches of that policy.		YES	The Company'sAnti-Bribery and Anti-Corruption Policy is availableon the Company's website. Any material breaches of the AntiBribery and Anti-Corruption Policy are to be reported to the Boardor a committee of the Board.
Principle 4: Safeguardtheintegrity of corporate reports
(a)	Recommendation 4.1(i)(ii)and disclose:(iii)(iv)(v)	The Board of a listed entity should:have an audit committee which:has at least three members, all of whomare non-executive Directors and a majorityof whom are independent Directors; andis chaired by an independent Director,who is not the Chairof the Board,the charter of the committee;the relevant qualifications and experienceof the members of the committee; andin relation to each reporting period, thenumber of times the committee metthroughout the period and the individualattendances of the members at thosemeetings; or	PARTIALLY	(a)TheCompany's Audit and Risk Management CommitteeCharter provides for the creation of an Audit and RiskCommittee with atleast three members,all of whom mustbenon-executive Directors, andmajority of the Committeemust be independent Directors. The Committeemust bechaired by an independent Director who is not the Chair.The Company did not have an Audit and Risk Committeefor the past financial year as the Board did not considerthe Company would benefit from its establishment, anddoes not currently have one. In accordance with theCompany's Board Charter, the Board carries out the dutiesthat would ordinarily be carried out by the Audit and RiskCommittee under the Audit and Risk ManagementCommittee Charter including the following processes toindependently verify the integrity of the Company'speriodic reports which are not audited or reviewed by anexternal auditor, as well as the processes for theappointment and removal of the external auditor and therotation of the audit engagement partner:

RECOMMENDATIONS(4THEDITION)	COMPLY	EXPLANATION
(b)if it does not have an audit committee, disclosethat fact and the processes it employs thatindependently verify and safeguard the integrity ofits corporatereporting, including the processes forthe appointment and removal of the externalauditor and the rotation of the audit engagementpartner.		(i)the Board devotes time at annual Board meetingsto fulfilling the roles and responsibilities associatedwith maintaining the Company's internal auditfunction and arrangements with external auditors;and(ii)all members of the Board are involved in theCompany's audit function to ensure the propermaintenance of the entity and the integrity of allfinancial reporting.
Recommendation 4.2The Board of a listed entity should, before it approves theentity's financial statements for a financial period, receivefrom its CEO and CFO a declaration that the financialrecords of the entity have been properly maintained andthat the financial statements comply with the appropriateaccounting standards and give a true and fair view of thefinancial position and performance of the entity and thatthe opinion has been formed on the basis of a sound systemof risk management and internal control which is operatingeffectively.	YES	The Company's Audit and RiskManagementCommittee Charterrequires the CEO and CFO (or, if none, theperson(s) fulfilling thosefunctions) to provide a sign offon these terms.The Company has obtained a sign off on these terms for each ofits financial statements in the past financial year.
Recommendation 4.3A listed entity should disclose its process to verify theintegrity of any periodic corporate report it releases to themarket that is not audited or reviewed by an externalauditor.	YES	The Company hasincludedineach of its (to the extent that theinformation contained in the following is not audited or reviewedby an external auditor):(a)annual reportsor on its website,a description of theprocess it undertookto verify the integrity of theinformation in its annual directors' report;(b)quarterly reports, or in its annual report or on its website, adescription of the process it undertookto verify theintegrity of the information in its quarterly reports;(c)integrated reports, or in its annual report (if that is aseparate document to its integrated report) or on itswebsite, a description of the process it undertookto verifythe integrity of the information in its integrated reports;and

RECOMMENDATIONS(4THEDITION)	COMPLY	EXPLANATION
		(d)periodic corporate reportsor in its annual report or on itswebsite, a description of the process it undertookto verifythe integrity of the information in these reports.
Principle 5: Make timely and balanced disclosure
Recommendation 5.1A listed entity shouldhave and disclose a written policy forcomplying with its continuous disclosure obligations under	YES	(a)The Company'sContinuous Disclosure policycontains itswritten policy for complying with its continuous disclosureobligations under listing rule 3.1.
listing rule 3.1.		(b)The Corporate Governance Plan, which incorporates theContinuousDisclosurepolicy,isavailableontheCompany'swebsite.
Recommendation 5.2A listed entity should ensure that its boardreceives copiesof all material market announcements promptly after theyhave been made.	YES	Under the Company's Continuous Disclosure Policy, all membersof the Board receive material market announcements promptlyafter they have been made.
Recommendation 5.3YESA listed entity that gives a new and substantive investor oranalyst presentation should release a copy of thepresentation materials on the ASX Market AnnouncementsPlatform ahead of the presentation.		All substantive investor or analyst presentations were released onthe ASX Markets Announcement Platform ahead of suchpresentations.
Principle 6: Respect the rights of security holders
Recommendation 6.1A listed entity should provide information about itself and itsgovernance to investors via its website.	YES	Information about the Company and its governance is availableon the Company's website.
Recommendation 6.2A listed entity should have an investor relations programthat facilitates effective two-way communication withinvestors.	YES	The Company has adopted a Shareholder CommunicationsPolicywhich aims to promote and facilitate effective two-waycommunication with investors.The Strategy outlines a range ofways in which information is communicated to shareholders andis available on the Company's website.

RECOMMENDATIONS(4THEDITION)	COMPLY	EXPLANATION
Recommendation 6.3A listed entity should disclose how it facilitates andencourages participation at meetings of security holders.	YES	Shareholders are encouraged to participate at all generalmeetings and AGMs ofthe Company. Upon the despatch of anynotice of meeting to Shareholders, the Company Secretary shallsend out material stating that all Shareholders are encouraged toparticipate at the meeting.The Company provided Shareholders with the opportunity toparticipate in shareholder meetings by allowing voting in person,by proxy or online.
Recommendation 6.4A listed entity should ensure that all substantive resolutionsat a meeting of security holders are decided by a pollrather than by a show of hands.	YES	All substantive resolutions at securityholder meetings weredecided by a poll rather than a show of hands.
Recommendation 6.5A listed entity should give security holders the option toreceive communications from, and send communicationsto, the entity and its security registry electronically.	YES	The Shareholder Communication Policyprovides that securityholders can register with the Company to receive emailnotifications when an announcement is made by the Companyto the ASX, including the release of the Annual Report, half yearlyreports and quarterly reports. Links are made available to theCompany's website on which all information provided to the ASXis immediately posted.Shareholders queries should be referred to the CompanySecretary at first instance.
Principle 7:Recognise and manage risk

RECOMMENDATIONS(4THEDITION)			COMPLY		EXPLANATION
Recommendation 7.1The Board(a)(i)(ii)(iii)(iv)(v)(b)	and disclose:	of a listed entity should:have a committee or committees to oversee risk,each of which:has at least three members, a majority ofwhom are independent Directors; andis chaired by an independent Director,the charter of the committee;the members of the committee; andas at the end of each reporting period, thenumber of times the committee metthroughout the period and the individualattendances of the members at thosemeetings; orif it does not have a risk committee or committeesthat satisfy (a) above, disclose that fact and theprocess it employs for overseeing the entity's riskmanagement framework.	PARTIALLY	(a)(b)	The Company's Audit and Risk ManagementCommitteeCharter provides for the creation of an Audit and RiskCommittee with at least three members, all of whom mustbe non-executive Directors, and majority of the Committeemust be independent Directors. The Committee must bechaired by an independent Director who is not the Chair.A copy is available on the Company's website.The Company did not have an Audit and Risk Committeefor the past financial year as the Board did not consider theCompany would benefit from its establishment, and doesnot currently have one. In accordance with theCompany's Board Charter, the Board carries out the dutiesthat would ordinarily be carried out by the Audit and RiskCommittee under the Audit and Risk ManagementCommittee Charter including the following processes tooversee the entity's risk management framework:(i)theBoard devotes time atBoard meetings tofulfilling the roles and responsibilities associated withoverseeing risk and maintaining the entity's riskmanagement framework and associated internalcompliance and control procedures

RECOMMENDATIONS(4THEDITION)		COMPLY	EXPLANATION
The Board(a)(b)	Recommendation 7.2or a committee of the Boardshould:review the entity's risk management framework atleast annually to satisfy itself that it continues to besoundand that the entity is operating with dueregard to the risk appetite set by the Board; anddisclose in relation to each reportingperiod,whether such a review has taken place.	YES	(a)The Risk Management Policyrequires that the Audit andRisk Committee (or, in its absence, the Board) should, atleast annually, satisfy itself that the Company's riskmanagement framework continues to be soundand thatthe Company is operating with due regard to the riskappetite set by the Board.(b)The Company'sBoardhas completed a review of theCompany's risk management framework in the pastfinancial year.
(a)(b)	Recommendation 7.3A listed entity should disclose:if it has an internal audit function, how the functionis structured and what role it performs; orif it does not have an internal audit function, thatfact and the processes it employs for evaluatingand continually improving the effectiveness of itsgovernance,riskmanagementandinternalcontrol processes.	NO	(a)The Audit and Risk Management Committee Charterprovides for theAudit and Risk Committee to monitor andperiodically review the need for aninternal audit function,as well as assessingthe performance and objectivity of anyinternal audit procedures that may be in place.TheCompany did not have an internal audit function for thepast financial year.
Recommendation 7.4A listed entity should disclose whether it has any materialexposure to environmental orsocial risks and, if it does, howit manages or intends to manage those risks.		YES	The Risk Management Policyrequires the Audit and RiskCommittee (or, in its absence, the Board) to assist managementtodetermine whether the Company has any potential orapparentexposureto environmental or social risks and, if it does,put in place management systems, practices and procedures tomanage those risks.The Risk Management Policyrequires the Company to disclosewhether it has any potential or apparentexposuretoenvironmental or social risks and, if it does, put in placemanagement systems, practices and procedures to managethose risk.Where the Company does not have material exposuretoenvironmental or social risks, report the basis for that determinationto the Board, and where appropriate benchmark the Company'senvironmental or social riskprofile against its peers.

RECOMMENDATIONS(4THEDITION)			COMPLY	EXPLANATION
Principle 8: Remunerate fairly and responsibly
The Board(a)(b)	Recommendation 8.1(i)(ii)and disclose:(iii)(iv)(v)excessive.	of a listed entity should:have a remuneration committee which:has at least three members, a majority ofwhom are independent Directors; andis chaired by an independent Director,the charter of the committee;the members of the committee; andas at the end of each reporting period, thenumber of times the committee metthroughout the period and the individualattendances of the members at thosemeetings; orif it does nothave a remuneration committee,disclose that fact and the processes it employs forsetting the level and composition of remunerationfor Directors and senior executives and ensuringthat such remuneration is appropriate and not	PARTIALLY	(a)The Remunerationand Nomination Committee Charterprovides for the creation of a Remuneration Committee (ifit is considered it will benefit the Company), with at leastthree members,a majority of whom arebeindependentDirectors, and which must be chaired by an independentDirector.(b)The Company did not have a Remuneration Committeefor the past financial year as the Board did not consider theCompany would benefit from its establishment, and doesnot currently have one. In accordance with theCompany's Board Charter, the Board carries out the dutiesthat would ordinarily be carried out by the RemunerationCommittee under the Remunerationand NominationCommittee Charter including the following processes to setthe level and composition of remuneration for Directorsand senior executives and ensuring that such remunerationis appropriate and not excessive:(i)the Board devotes time at the annual Boardmeeting to assess the level and composition ofremuneration for Directors and senior executives
Recommendation 8.2A listed entity should separately disclose its policies andpractices regarding the remuneration of non-executiveDirectors and the remuneration of executive Directors andother senior executives.			YES	The Company is requiredto disclose its policies and practicesregarding the remuneration of Directors and senior executives,which is disclosed in the remuneration report contained in theCompany's Annual Report as well as being disclosed on theCompany's website.
Recommendation 8.3A listed entity which has an equity-based remunerationscheme should:(a)have a policy on whether participants arepermitted to enter into transactions (whetherthrough the use of derivatives or otherwise) which			YES	(a)The Company's Securities Trading Policycoverswhetherparticipants are permitted to enter into transactions(whether through theuse of derivatives or otherwise) whichlimit the economic risk of participating in the scheme.(b)A copy of the policy is provided on the Company'swebsite.

RECOMMENDATIONS(4THEDITION)	COMPLY	EXPLANATION
limit the economic risk of participating in thescheme; and
(b)disclose that policy or a summary of it.
Additional recommendations that apply only in certain cases
Recommendation 9.1	N/A
A listed entity with a director who does not speak thelanguage in which board or security holder meetings areheld or key corporate documents are written shoulddisclose the processes it has in place to ensure the directorunderstands and can contribute to the discussions at thosemeetings and understands and can discharge theirobligations in relation to those documents.
Recommendation 9.2	N/A
A listed entity established outside Australia should ensurethat meetings of security holders are held at a reasonableplace and time.
Recommendation 9.3	N/A
A listed entity established outside Australia, and anexternally managed listed entity that has an AGM, shouldensure that its external auditor attends its AGM and isavailable to answer questions from security holders relevantto the audit.