QUANTUM GRAPHITE LIMITED - Governance Information 2018

Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity:

Quantum Graphite Limited ABN / ARBN: Financial year ended: ABN 41 008 101 979 30 June 2017

Our corporate governance statement[2] for the above period above can be found at:[3] ☐ These pages of our annual report: ☒ This URL on our website: http://www.quantumgraphite.com/investors

The Corporate Governance Statement is accurate and up to date as at [insert effective date of statement] and has been approved by the board.

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

Date: 29 June 2018 Name of Director or Secretary authorising Sal Catalano 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.

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ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

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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.

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Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the We have NOT followed the recommendation in full for the whole
period above. We have disclosed … of the period above. We have disclosed … [4]
1.5 A listed entity should: … the fact that we have a diversity policy that complies with ☒ an explanation why that is so in our Corporate Governance
(a) have a diversity policy which includes requirements for the paragraph (a): Statement
board or a relevant committee of the board to set ☐ in our Corporate Governance Statement OR
measurable objectives for achieving gender diversity and to
assess annually both the objectives and the entity’s progress ☐ at [ insert location ]
in achieving them;
… and a copy of our diversity policy or a summary of it:
(b) disclose that policy or a summary of it; and
☐ at [ insert location ]
(c) disclose as at the end of each reporting period the
measurable objectives for achieving gender diversity set by … and the measurable objectives for achieving gender diversity set by
the board or a relevant committee of the board in accordance the board or a relevant committee of the board in accordance with our
with the entity’s diversity policy and its progress towards diversity policy and our progress towards achieving them:
achieving them and either: ☐ in our Corporate Governance Statement OR
(1) the respective proportions of men and women on the
☐ at [ insert location ]
board, in senior executive positions and across the
whole organisation (including how the entity has defined … and the information referred to in paragraphs (c)(1) or (2):
“senior executive” for these purposes); or
☐ in our Corporate Governance Statement OR
(2) if the entity is a “relevant employer” under the Workplace
Gender Equality Act, the entity’s most recent “Gender ☐ at [ insert location ]
Equality Indicators”, as defined in and published under
that Act.
1.6 A listed entity should: … the evaluation process referred to in paragraph (a): ☒ an explanation why that is so in our Corporate Governance
(a) have and disclose a process for periodically evaluating the ☐ in our Corporate Governance Statement OR Statement
performance of the board, its committees and individual
directors; and ☐ at [ insert location ]
(b) disclose, in relation to each reporting period, whether a … and the information referred to in paragraph (b):
performance evaluation was undertaken in the reporting
☐ in our Corporate Governance Statement OR
period in accordance with that process.
☐ at [ insert location ]
1.7 A listed entity should: … the evaluation process referred to in paragraph (a): ☒ an explanation why that is so in our Corporate Governance
(a) have and disclose a process for periodically evaluating the ☐ in our Corporate Governance Statement OR Statement
performance of its senior executives; and
☐ at [ insert location ]
(b) disclose, in relation to each reporting period, whether a
performance evaluation was undertaken in the reporting … and the information referred to in paragraph (b):
period in accordance with that process.
☐ in our Corporate Governance Statement OR
☐ at [ insert location ]
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Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the We have NOT followed the recommendation in full for the whole
period above. We have disclosed … of the period above. We have disclosed … [4]
PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE
2.1 The board of a listed entity should: [If the entity complies with paragraph (a):] ☐ an explanation why that is so in our Corporate Governance
(a) have a nomination committee which: … the fact that we have a nomination committee that complies with Statement OR
(1) has at least three members, a majority of whom are paragraphs (1) and (2): ☐ we are an externally managed entity and this recommendation
independent directors; and ☐ in our Corporate Governance Statement OR is therefore not applicable
(2) is chaired by an independent director,
☐ at [ insert location ]
and disclose:
… and a copy of the charter of the committee:
(3) the charter of the committee;
(4) the members of the committee; and ☐ at [ insert location ]
(5) as at the end of each reporting period, the number of … and the information referred to in paragraphs (4) and (5):
times the committee met throughout the period and ☐ in our Corporate Governance Statement OR
the individual attendances of the members at those
meetings; or ☐ at [ insert location ]
(b) if it does not have a nomination committee, disclose that [If the entity complies with paragraph (b):]
fact and the processes it employs to address board
… the fact that we do not have a nomination committee and the
succession issues and to ensure that the board has the
processes we employ to address board succession issues and to
appropriate balance of skills, knowledge, experience,
ensure that the board has the appropriate balance of skills,
independence and diversity to enable it to discharge its
knowledge, experience, independence and diversity to enable it to
duties and responsibilities effectively.
discharge its duties and responsibilities effectively:
☒ in our Corporate Governance Statement
2.2 A listed entity should have and disclose a board skills matrix … our board skills matrix: ☐ an explanation why that is so in our Corporate Governance
setting out the mix of skills and diversity that the board currently ☒ in our Corporate Governance Statement OR
has or is looking to achieve in its membership.
☐ we are an externally managed entity and this recommendation
is therefore not applicable
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Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the We have NOT followed the recommendation in full for the whole
period above. We have disclosed … of the period above. We have disclosed … [4]
2.3 A listed entity should disclose: … the names of the directors considered by the board to be ☒ an explanation why that is so in our Corporate Governance
(a) the names of the directors considered by the board to be independent directors: Statement
independent directors; ☐ in our Corporate Governance Statement OR
(b) if a director has an interest, position, association or
☐ at [ insert location ]
relationship of the type described in Box 2.3 but the board
is of the opinion that it does not compromise the … and, where applicable, the information referred to in paragraph (b):
independence of the director, the nature of the interest,
☐ in our Corporate Governance Statement OR
position, association or relationship in question and an
explanation of why the board is of that opinion; and ☐ at [ insert location ]
(c) the length of service of each director.
… and the length of service of each director:
☐ in our Corporate Governance Statement OR
☐ at [ insert location ]
2.4 A majority of the board of a listed entity should be independent … the fact that we follow this recommendation: ☒ an explanation why that is so in our Corporate Governance
directors.
☐ in our Corporate Governance Statement OR
☐ at [ insert location ]
2.5 The chair of the board of a listed entity should be an independent … the fact that we follow this recommendation: ☒ an explanation why that is so in our Corporate Governance
director and, in particular, should not be the same person as the ☐ in our Corporate Governance Statement OR Statement
CEO of the entity.
☐ at [ insert location ]
2.6 A listed entity should have a program for inducting new directors … the fact that we follow this recommendation: ☐ an explanation why that is so in our Corporate Governance
and provide appropriate professional development opportunities ☒ in our Corporate Governance Statement Statement OR
for directors to develop and maintain the skills and knowledge
needed to perform their role as directors effectively. ☐ we are an externally managed entity and this recommendation
is therefore not applicable
PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY
3.1 A listed entity should: … our code of conduct or a summary of it: ☒ an explanation why that is so in our Corporate Governance
(a) have a code of conduct for its directors, senior executives ☐ in our Corporate Governance Statement OR Statement
and employees; and
☐ at [ insert location ]
(b) disclose that code or a summary of it.
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Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
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 non- executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner. [If the entity complies with paragraph (a):] … the fact that we have an audit committee that complies with paragraphs (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 an audit committee and the processes we employ that independently verify and safeguard the integrity of our corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner: `☐`in our Corporate Governance Statement OR `☐`at [insert location] `☒` an explanation why that is so in our Corporate Governance Statement
4.2	The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.	… the fact that we follow this recommendation: `☐`in our Corporate Governance Statement OR `☐`at [insert location]	`☒` an explanation why that is so in our Corporate Governance Statement

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Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the We have NOT followed the recommendation in full for the whole
period above. We have disclosed … of the period above. We have disclosed … [4]
4.3 A listed entity that has an AGM should ensure that its external … the fact that we follow this recommendation: ☐ an explanation why that is so in our Corporate Governance
auditor attends its AGM and is available to answer questions ☒ in our Corporate Governance Statement Statement OR
from security holders relevant to the audit.
☐ we are an externally managed entity that does not hold an
annual general meeting and this recommendation is therefore
not applicable
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should: … our continuous disclosure compliance policy or a summary of it: ☐ an explanation why that is so in our Corporate Governance
(a) have a written policy for complying with its continuous ☒ in our Corporate Governance Statement Statement
disclosure obligations under the Listing Rules; and
(b) disclose that policy or a summary of it.
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about itself and its … information about us and our governance on our website: ☐ an explanation why that is so in our Corporate Governance
governance to investors via its website. ☒ http://www.quantumgraphite.com/investors Statement
6.2 A listed entity should design and implement an investor relations … the fact that we follow this recommendation: ☐ an explanation why that is so in our Corporate Governance
program to facilitate effective two-way communication with investors. ☒ in our Corporate Governance Statement Statement
6.3 A listed entity should disclose the policies and processes it has in … our policies and processes for facilitating and encouraging ☐ an explanation why that is so in our Corporate Governance
place to facilitate and encourage participation at meetings of participation at meetings of security holders: Statement OR
security holders.
☒ in our Corporate Governance Statement ☐ we are an externally managed entity that does not hold
periodic meetings of security holders and this recommendation
is therefore not applicable
6.4 A listed entity should give security holders the option to receive … the fact that we follow this recommendation: ☐ an explanation why that is so in our Corporate Governance
communications from, and send communications to, the entity ☒ in our Corporate Governance Statement Statement
and its security registry electronically.
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Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
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 of which: (1) has at least three members, a majority of whom are independent 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 of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework. [If the entity complies with paragraph (a):] … the fact that we have a committee or committees to oversee risk that comply with paragraphs (1) and (2): `☐`in our Corporate Governance Statement OR `☐`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 risk committee or committees that satisfy (a) and the processes we employ for overseeing our risk management framework: `☐`in our Corporate Governance Statement OR `☐`at [insert location] `☒` an explanation why that is so in our Corporate Governance Statement
7.2	The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and (b) disclose, in relation to each reporting period, whether such a review has taken place.	… the fact that board or a committee of the board reviews the entity’s risk management framework at least annually to satisfy itself that it continues to be sound: `☐`in our Corporate Governance Statement OR `☐`at [insert location] … and that such a review has taken place in the reporting period covered by this Appendix 4G: `☐`in our Corporate Governance Statement OR `☐`at [insert location]	`☒` an explanation why that is so in our Corporate Governance Statement

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Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the We have NOT followed the recommendation in full for the whole
period above. We have disclosed … of the period above. We have disclosed … [4]
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1 The board of a listed entity should: [If the entity complies with paragraph (a):] ☒ an explanation why that is so in our Corporate Governance
(a) have a remuneration committee which: … the fact that we have a remuneration committee that complies with Statement
(1) has at least three members, a majority of whom are paragraphs (1) and (2):
independent directors; and ☐ in our Corporate Governance Statement OR
(2) is chaired by an independent director,
☐ at [ insert location ]
and disclose:
… and a copy of the charter of the committee:
(3) the charter of the committee;
(4) the members of the committee; and ☐ at [ insert location ]
(5) as at the end of each reporting period, the number of … and the information referred to in paragraphs (4) and (5):
times the committee met throughout the period and ☐ in our Corporate Governance Statement OR
the individual attendances of the members at those
meetings; or ☐ at [ insert location ]
(b) if it does not have a remuneration committee, disclose that [If the entity complies with paragraph (b):]
fact and the processes it employs for setting the level and
… the fact that we do not have a remuneration committee and the
composition of remuneration for directors and senior
processes we employ for setting the level and composition of
executives and ensuring that such remuneration is
remuneration for directors and senior executives and ensuring that
appropriate and not excessive.
such remuneration is appropriate and not excessive:
☐ in our Corporate Governance Statement OR
☐ at [ insert location ]
8.2 A listed entity should separately disclose its policies and … separately our remuneration policies and practices regarding the ☐ an explanation why that is so in our Corporate Governance
practices regarding the remuneration of non-executive directors remuneration of non-executive directors and the remuneration of Statement OR
and the remuneration of executive directors and other senior executive directors and other senior executives:
executives. ☐ we are an externally managed entity and this recommendation
☒ in our Corporate Governance Statement
is therefore not applicable
8.3 A listed entity which has an equity-based remuneration scheme … our policy on this issue or a summary of it: ☐ an explanation why that is so in our Corporate Governance
should:
☒ in our Corporate Governance Statement Statement OR
(a) have a policy on whether participants are permitted to
☐ w e do not have an equity-based remuneration scheme and this
enter into transactions (whether through the use of
derivatives or otherwise) which limit the economic risk of recommendation is therefore not applicable OR
participating in the scheme; and ☐ we are an externally managed entity and this recommendation
(b) disclose that policy or a summary of it. is therefore not applicable
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Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
- Alternative to Recommendation 1.1 for externally managed listed entities: The responsible entity of an externally managed listed entity should disclose: (a) the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements. … the information referred to in paragraphs (a) and (b): `☐`in our Corporate Governance Statement OR `☐`at [insert location] `☐` an explanation why that is so in our Corporate Governance Statement
-	Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities: An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager.	… the terms governing our remuneration as manager of the entity: `☐`in our Corporate Governance Statement OR `☐`at [insert location]	`☐` an explanation why that is so in our Corporate Governance Statement

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QUANTUM GRAPHITE LIMITED Governance Information 2018

65646_rns_2018-07-01_dce75881-3951-4178-8ed3-e6257b398309.pdf

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity:

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

AI assistant

QUANTUM GRAPHITE LIMITED — Governance Information 2018

65646_rns_2018-07-01_dce75881-3951-4178-8ed3-e6257b398309.pdf

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity:

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

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