RAGNAR METALS LIMITED — Governance Information 2021

Sep 12, 2021

RAGNAR METALS LIMITED - CORPORATE GOVERNANCE STATEMENT

This Corporate Governance summary discloses the extent to which Ragnar Metals Limited ( Company ) will follow the recommendations set by the ASX Corporate Governance Council in its publication ‘Corporate Governance Principles and Recommendations (4[TH ] Edition)’ ( Recommendations ). The Recommendations are not mandatory, however, the Recommendations that will not be followed have been identified and reasons have been provided for not following them along with what (if any) alternative governance practices the Company intends to adopt in lieu of the recommendation.

The Company has adopted the following suite of corporate governance policies and procedures (together, the Corporate Governance Policies ):

• Board Charter;

• Code of Conduct;

• Continuous Disclosure Policy;

• Audit and Risk Management Committee Charter;

• Remuneration and Nomination Committee Charter;

• Risk Management Policy;

• Securities Trading Policy;

• Diversity Policy;

• Shareholder Communications Policy;

• Anti‐Bribery and Corruption Policy; and

• Whistleblower Protection Policy.

The Company’s Corporate Governance Policies are available on the Company’s website at www.ragnarmetals.com.au/corporate‐governance.

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.

This Corporate Governance Statement is current as at 10 September 2021 and has been approved by the Board of the Company.

Recommendations Comply Explanation

Recommendations Comply	Recommendations Comply	Recommendations Comply	Explanation
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1		Complying	The Company has adopted a Board Charter that sets out the specific
A listed entity should have and disclose a board charter setting			roles and responsibilities of the Board, the Chair and management and
out:			includes a description of those mattes expressly reserved to the Board
(a)	the respective roles and responsibilities of its board and		and those delegated to management.
	management; and		The Board Charter sets out the specific responsibilities of the Board,
(b)	those matters expressly reserved to the board and those		requirements as to the Board’s composition, the roles and
	delegated to management.		responsibilities of the Chairman, CEO/Managing Director, and
			Company Secretary, the establishment, operation and management of
			Board Committees, Directors’ access to company records and
			information, details of the Board’s relationship with management,
			details of the Board’s performance review, and details of the Board’s
			disclosure policy.
			The Board Charter sets out the responsibilities of the CEO/Managing
			Director. The Company has not appointed a CEO/Managing Director.
			Until an appointment is made to that role, the relevant responsibilities
			will continue to be discharged collectively by the Board.
			A copy of the Company’s Board Charter is available on the Company’s
			website.

Comply Explanation

Recommendations

• Complying (a) The Company has detailed guidelines for the appointment and selection of the Board and senior executives in its Corporate Governance Plan. The Company’s Board Charter requires the Company to ensure appropriate checks (including checks in respect of character, experience, education, criminal record and bankruptcy history) are undertaken before appointing a Director or senior executive, or putting someone forward for election, as a Director, which responsibility is delegated to the Remuneration and Nomination Committee under its Charter (or, in its absence, the Board).

Recommendation 1.2

A listed entity should:

• (a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and

• (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re‐elect a director.

		(b) Under the Board Charter, all material information in the
		Company’s possession which is relevant to any decision on
		whether or not to elect or re‐elect a Director will be provided to
		security holders. The Company will include this information in the
		notice of meeting containing the resolution to elect or re‐elect
		the Director. In the case of candidates standing for re‐election,
		the candidate’s experience and qualification are also disclosed on
		the Company’s website and in its annual reports.
Recommendation 1.3	Complying	The Company’s Remuneration and Nomination Committee Charter
A listed entity should have a written agreement with each		requires the Remuneration and Nomination Committee (or, in its
director and senior executive setting out the terms of their		absence, the Board) to ensure that each Director and senior executive
appointment.		is a party to a written agreement with the Company which sets out the
		terms of that Director’s or senior executive’s appointment.
		The Company has written agreements with each of its Directors and
		senior executives.
Recommendation 1.4	Complying	The Board Charter outlines the roles, responsibility and accountability
The company secretary of a listed entity should be accountable		of the Company Secretary. The Company Secretary is accountable
directly to the board, through the chair, on all matters to do with		directly to the Board, through the Chair, on all matters to do with the
theproper functioningof the board.		proper functioning of the Board.
Recommendation 1.5	Part‐	(a) The Company has adopted a Diversity Policy which provides a
A listed entity should:	Compliant	framework for the Company to establish and achieve measurable
(a) have and disclose a diversity policy;		diversity objectives, including in respect of gender diversity. The
(b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally;		Diversity Policy allows the Board to set measurable gender diversity objectives, if considered appropriate, and to assess annually both the objectives, if any have been set, and the Company’s progress in achieving them. The Diversity Policy is available on the Company’s website.

• (c) disclose in relation to each reporting period:

• (i) the measurable objectives set for that period to achieve gender diversity;

  • (b) The Company’s Diversity Policy provides that the Board is responsible for developing appropriate and meaningful strategies to meet gender diversity objectives in the composition of the Company’s senior executive team and workforce generally, as well as in the composition of the Board. The Diversity Policy requires the Board to consider setting measurable gender diversity objectives in the composition of its board, senior executives and workforce generally.

• (ii) the entity’s progress towards achieving those objectives; and

• (iii) either:

• (A) the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or

The Company’s Diversity Policy provides that the Board will include in the Annual Report each year the measurable objectives, if any, set by the Board, progress against these objectives, and the proportions of men and women employees in the whole organisation, at senior executive level and at Board level.

• (B) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under the Act.

If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period.

The Board has not set measurable objectives for achieving gender diversity. At this stage in the Company’s development, the Board does not consider it practicable to set measurable gender diversity objectives. In the event that the Company’s employee numbers grow to a level where it becomes practical, the Board will reconsider setting measurable objectives as required by the Diversity Policy.

• Recommendations Comply Explanation Recommendation 1.6 Part‐ (a) The Company’s Remuneration and Nomination Committee (or, in A listed entity should: Complying its absence, the Board) is responsible for undertaking a (a) have and disclose a process for periodically evaluating the performance evaluation of the Board, its Committees and performance of the board, its committees and individual individual Directors on an annual basis. It may do so with the aid directors; and of an independent advisor. The process for this is set out in the

• (b) disclose for each reporting period, whether a Company’s Remuneration and Nomination Committee Charter performance evaluation has been undertaken in which is available on the Company’s website. accordance with that process during or in respect of that (b) The Company’s Remuneration and Nomination Committee period. Charter provides that the Company must disclose in its Annual Report each year whether or not those performance evaluations were conducted during that reporting period. The Company intends to complete performance evaluations in respect of the Board, its Committees (if any) and individual Directors for each financial year in accordance with the review process outlined in the Remuneration and Nomination Committee Charter, however, no reviews have been conducted in the 2021 financial year.

• Recommendation 1.7 Complying (a) The Company’s Remuneration and Nomination Committee (or, in A listed entity should: its absence, the Board) is responsible for arranging a performance (a) have and disclose a process for evaluating the evaluation of senior executives on an annual basis. To assist in this performance of its senior executives at least once every process an independent advisor may be used. The Company’s reporting period; and Remuneration and Nomination Committee (or, in its absence, the

• (b) disclose for each reporting period whether a performance Board) is responsible for evaluating the performance of the evaluation has been undertaken in accordance with that Company’s senior executives on an annual basis. The applicable the process during or in respect of that period. process for these evaluations can be found in the Company’s Remuneration and Nomination Committee Charter, which is available on the Company’s website.

• (b) The Company’s Remuneration and Nomination Committee Charter provides that the Company must disclose whether or not performance evaluations were conducted during that reporting period. The Company intends to complete performance evaluations in respect of the senior executives (if any) for each financial year in accordance with the review process outlined in the Remuneration and Nomination Committee Charter.

• Principle 2: Structure the board to add value Recommendation 2.1 Complying (a) The Company does not currently have a Nomination The board of a listed entity should: Committee. The Company’s Remuneration and Nomination (a) have a nomination committee which: Committee Charter provides for the creation of a (i) has at least three members, a majority of whom Remuneration and Nomination Committee (if it considered it are independent directors; and will benefit the Company), a majority of whom are to be independent Directors, and which must be chaired by an

• (ii) is chaired by an independent director, and disclose: independent Director.

• (iii) the charter of the committee; (b) Due to the size and nature of the existing Board and the

• (iv) the members of the committee; and magnitude of the Company’s operations, the Board considers (v) as at the end of each reporting period, the the Company will not currently benefit from the number of times the committee met throughout establishment of a Nomination Committee. In accordance the period and the individual attendances of the with the Company’s Board Charter, the Board carries out the members at those meetings; or duties that would ordinarily be carried out by the Nomination

• (b) if it does not have a nomination committee, disclose that Committee under the Remuneration and Nomination fact and the processes it employs to address board Committee Charter. The Board considers that it can deal succession issues and to ensure that the board has the efficiently and effectively with board composition and appropriate balance of skills, experience, independence succession issues without establishing a separate Nomination and knowledge of the entity to enable it to discharge its Committee. duties and responsibilities effectively. The duties of the Nomination Committee are outlined in the

• (b) The Company’s Remuneration and Nomination Committee Charter provides that the Company must disclose whether or not performance evaluations were conducted during that reporting period. The Company intends to complete performance evaluations in respect of the senior executives (if any) for each financial year in accordance with the review process outlined in the Remuneration and Nomination Committee Charter.

(b) Due to the size and nature of the existing Board and the magnitude of the Company’s operations, the Board considers the Company will not currently benefit from the establishment of a Nomination Committee. In accordance with the Company’s Board Charter, the Board carries out the duties that would ordinarily be carried out by the Nomination Committee under the Remuneration and Nomination Committee Charter. The Board considers that it can deal efficiently and effectively with board composition and succession issues without establishing a separate Nomination Committee. The duties of the Nomination Committee are outlined in the Company’s Remuneration and Nomination Committee Charter, which is available on the Company’s website. The Board devotes time at board meetings to discuss board succession issues. All members of the Board are involved in the Company’s nomination process, to the maximum extent permitted under the Corporations Act and ASX Listing Rules. The Board regularly updates the Company’s board skills matrix (in accordance with Recommendation 2.2) to assess the appropriate balance of skills, experience, independence and knowledge of the entity.

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Recommendations Comply Explanation
Recommendation 2.2 Complying Board Skills Matrix Number of Directors
A listed entity should have and disclose a board skill matrix that Meet the Skill
setting out the mix of skills that the board currently has or is Executive & Non‐ Executive experience 3
looking to achieve in its membership. Industry experience & knowledge 3
Leadership 3
Corporate governance & risk management 3
Strategic thinking 3
Desired behavioural competencies 3
Geographic experience 3
Capital Markets experience 3
Subject matter expertise:
‐ accounting 3
‐ capital management 3
‐ corporate financing 3
‐ industry taxation [1] 0
‐ risk management 3
‐ legal 1
‐ IT expertise [2] 0
(1) Skill gap noticed however an external taxation firm is employed
to maintain taxation requirements.
(2) Skill gap noticed however an external IT firm is employed on an
ad hoc basis to maintain IT requirements.
A profile of each director setting out their skills, experience and
expertise is set out in the Directors’ Report of the Company’s 2021
Annual Report.
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Recommendation 2.3

• A listed entity should disclose:

• (a) the names of the directors considered by the board to be independent directors;

• (b) if a director has an interest, position, affiliation or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, or relationship in question and an explanation of why the board is of that opinion; and

• (c) the length of service of each director

• Complying (a) The Board Charter provides for the disclosure of the names of Directors considered by the Board to be independent. These details are provided in the Annual Reports and its ASX website. The Board considers that all current Directors are independent, other than Mr King who has an Executive Director role.

• (b) The Board Charter requires Directors to disclose their interest, positions, associations and relationships and requires that the independence of Directors is regularly assessed by the Board in light of the interests disclosed by Directors. Details of the Directors interests, positions associations and relationships are provided in the Annual Reports and on the Company’s website. The Board considers that Mr Formica is an independent director notwithstanding that he was a substantial shareholder of the Company prior to completion of the Company’s capital raising in May 2021, for the following reasons. Mr Formica’s substantial shareholding was only marginally over the substantial shareholder threshold (5.33%) prior to the capital raising, and was lower than the threshold after completion of the capital raising. The Board considers that Mr Formica’s shareholding does not interfere, and is not sufficiently material to be reasonably capable of interfering, or being seen to interfere, with his capacity to bring an independent judgement to bear on issues before the Board and to act in the best interests of the Company as a whole.

• (c) The Company’s Annual Report and website will disclose the length of service of each Director, as at the end of each financial year.

Recommendation 2.4

A majority of the board of a listed entity should be independent directors.

Recommendation 2.5

The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.

• Complying The Board Charter requires that, where practical, the majority of the Board should be independent. Two of the three current directors are independent directors. As such, independent directors are currently a majority of the Board. Details of each Director’s independence are provided in the Annual Reports and Company website.

• Complying The Board Charter provides that, where practical, the Chair of the Board should be an independent Director and should not be the CEO/Managing Director. The non‐executive Chair of the Board is Mr Steven Formica. Mr Formica is considered to be an independent Director for the reasons set out against Recommendation 2.3 and he is not the CEO/Managing Director.

Recommendations	Comply	Explanation	Explanation
Recommendation 2.6	Complying	The Board Charter states that a specific responsibility of the Board is to
A listed entity should have a program for inducting new		procure appropriate professional development opportunities for
directors and for periodically reviewing whether there is a need		Directors. The Board is responsible for the approval and review of
for existing director to undertake professional development to		induction and continuing professional development programs and
maintain the skills and knowledge needed to perform their role		procedures for Directors to ensure that they can effectively discharge
as directors effectively.		their responsibilities.
Principle 3: Act ethically and responsibly
Recommendation 3.1	Complying	The Company has disclosed its purpose, value and strategy and this is
A listed entity should articulate and disclose its values.		available in the Code of Conduct available on the Company’s Website.
Recommendation 3.2	Complying	(a)	The Company’s Code of Conduct applies to the Company’s
A listed entity should:			directors, senior executives and employees.
(a) have and disclose a code of conduct for its directors, senior		(b)	The Company’s Code of Conduct is available on the
executives and employees; and			Company’s website. The Code of Conduct provides that staff
(b) ensure that the board or a committee of the board is			are obliged to report any observed violations of the Code to
informed of any material breaches of that code			the Company Secretary or the Chairman. The Code also
			provides that the Directors must ensure that any reported
			breaches of the Code undergo thorough investigation and
			that appropriate actions are taken.
Recommendation 3.3	Complying	The	Company has adopted a whistleblower policy which applies to
A listed entity should:		all directors, officers, employees, contractors and consultants of
(a) have and disclose a whistleblower policy; and		the Company. This policy has been prepared having regard to the
(b) ensure that the board or a committee of a board is		ASX	Corporate Governance Principles & Recommendations and is
informed of any material incidents reported under that		available on the Company’s Website.
policy.
Recommendation 3.4	Complying	The	Company has adopted an anti‐bribery and corruption policy
A listed entity should:		which applies to all directors, officers, employees, contractors and
(a) have and disclose an anti‐bribery and corruption policy;		consultants of the Company. This policy has been prepared having
and		regard to the ASX Corporate Governance Principles &
(b) ensure that the board or committee of the board is		Recommendations and is available on the Company’s Website.
informed of any material breaches of that policy.
Principle 4: Safeguard integrity in financial reporting
Recommendation 4.1	Complying	(a)	The Company does not currently have an Audit Committee. The
The board of a listed entity should:			Company has adopted an Audit and Risk Management
(a) have an audit committee which:			Committee Charter that provides for the creation of an Audit and
(i) has at least three members, all of whom are non‐ executive directors and a majority of whom are independent directors; and (ii) is chaired by an independent director, who is not the chair of the board, and disclose: (iii) the charter of the committee; (iv) the relevant qualifications and experience of the		(b)	Risk Committee (if it is considered it will benefit the Company), with at least three members, all of whom must be independent Directors, and which must be chaired by an independent Director. At this stage of the Company’s development the full Board will assume the role of the Audit and Risk Committee. Due to the size and nature of the existing Board and the magnitude of the Company’s operations the Company currently has no Audit Committee. In accordance with the Company’s Board Charter, the Board carries out the duties that would
members of the committee; and			ordinarily be carried out by the Audit Committee under the Audit
(v) in relation to each reporting period, the number			and Risk Management Committee Charter including the following
of times the committee met throughout the			processes to independently verify and safeguard the integrity of
period and the individual attendances of the			its financial reporting, including the processes for the
members at those meetings; or			appointment and removal of the external auditor and the
(b) if it does not have an audit committee, disclose that fact			rotation of the audit engagement partner:
and the processes it employs that independently verify			(i) the Board will devote time at Board meetings to
and safeguard the integrity of its financial reporting,			fulfilling the roles and responsibilities associated
including the processes for the appointment and removal			with maintaining the Company’s internal audit
of the external auditor and the rotation of the audit			function and arrangements with external auditors;
engagement partner.			and
			(ii) all members of the Board will be involved in the
			Company’s audit function to ensure the proper
			maintenance of the entity and the integrity of all
			financial reporting.

Recommendation 4.2	Complying	The Company’s Audit and Risk Management Committee Charter
The board of a listed entity should, before it approves the		requires the Board to ensure that before approving the entity’s financial
entity’s financial statements for a financial period, receive from		statements for a financial period, the CEO and CFO have declared that
its CEO and CFO a declaration that, in their opinion, the financial		in their opinion the financial records of the entity have been properly
records of the entity have been properly maintained and that		maintained and that the financial statements comply with the
the financial statements comply with the appropriate		appropriate accounting standards and give a true and fair view of the
accounting standards and give a true and fair view of the		financial position and performance of the entity and that the opinion
financial position and performance of the entity and that the		has been formed on the basis of a sound system of risk management
opinion has been formed on the basis of a sound system of risk		and internal control which is operating effectively.
management and internal control which is operating
effectively.
Recommendation 4.3	Complying	The Company’s Audit and Risk Management Committee Charter
A listed entity should disclose its process to verify the integrity		provides for the review of any periodic corporate reports (including
of any periodic corporate report it releases to the market that is		annual directors’ reports, quarterly activity reports, quarterly cashflow
not audited or reviewed by an external auditor.		reports, and sustainability reports) to ensure that such reports are
		balanced, materially accurate, and provide investors with appropriate
		information.
Principle 5: Make timely and balanced disclosure
Recommendation 5.1	Complying	(a) The Company has adopted a Continuous Disclosure Policy which
A listed entity should have and disclose a written policy for		sets out the processes the Company follows to comply with its
complying with its continuous disclosure obligations under		continuous disclosure obligations under the ASX Listing Rules and
listing rule 3.1.		other relevant legislation.
		(b) The Company’s Continuous Disclosure Policy is available on the
		Companywebsite.
Recommendation 5.2	Complying	The Company Secretary is responsible for distributing all material
A listed entity should ensure that its board receives copies of all		market announcements electronically to the Board promptly after
material market announcements promptly after they have		they have been made.
been made.
Recommendation 5.3	Complying	All slides and presentations used for briefings and analyst
A listed entity that gives a new and substantive investor or		presentations are released and uploaded to ASX Market
analyst presentation should release a copy of the presentation		Announcements Platform prior to the briefing taking place. Further
materials on the ASX Market Announcements Platform ahead		details are set out in the Company’s Continuous Disclosure Policy.
of the presentation.
Principle 6: Respect the rights of security holders
Recommendation 6.1	Complying	Information about the Company and its governance is available on the
A listed entity should provide information about itself and its		Company’s website. The Company’s Corporate Governance Policies
governance to investors via its website.		and Charters are included in a dedicated Corporate Governance area
		on the Companywebsite.
Recommendation 6.2	Complying	The Company has adopted a Shareholder Communications Policy
A listed entity should have an investor relations program that		which aims to promote and facilitate effective two‐way communication
facilitates effective two‐way communication with investors.		with investors. The Shareholder Communications Policy outlines a
		range of ways in which information is communicated to shareholders,
		and by which shareholders can make contact with the Company to
		request information or bring their concerns to the attention of the
		Company.
Recommendation 6.3	Complying	Shareholders are encouraged to participate at all EGMs and AGMs of
A listed entity should disclose how it facilitates and encourages		the Company. The Shareholder Communication Policy includes
participation at meetings of security holders.		provisions focussed on shareholder meetings, including for
		shareholders to be provided a reasonable opportunity to ask questions
		of the Board at shareholder meetings, and for the submission of written
		questions byshareholders unable to attend the AGM.
Recommendation 6.4	Complying	All substantive resolutions which are voted on at shareholder meetings
A listed entity should ensure that all substantive resolutions at		are and will be decided by a poll, rather than by a show of hands.
a meeting of security holders are decided by a poll rather than
by a show of hands.
Recommendation 6.5	Complying	The Shareholder Communications Policy states that as a part of the
A listed entity should give security holders the option to receive		Company’s developing investor relations program, Shareholders can
communications from, and send communications to, the entity		register with the Company via the website to receive email notifications
and its security registry electronically.		of when an announcement is made by the Company to the ASX,
		including the release of the Annual Report, half yearly reports and
		quarterly reports. Links are made available to the Company’s website
		on which all information provided to the ASX is immediately posted.
		Shareholders queries should be referred to the Company Secretary at
		first instance.

• Principle 7: Recognise and manage risk Recommendation 7.1 Complying (a) The Company does not currently have an Audit and Risk The board of a listed entity should: Committee. The Company has adopted an Audit and Risk (a) have a committee or committees to oversee risk, each of Management Committee Charter that provides for the creation which: of an Audit and Risk Committee (if it is considered it will benefit (i) has at least three members, a majority of whom the Company), with at least three members, all of whom must be are independent directors; and independent Directors, and which must be chaired by an independent Director. At this stage of the Company’s

• (ii) is chaired by an independent director, development the full board will assume the role of the Audit and

• and disclose: Risk Committee.

• (iii) the charter of the committee;

• (iv) the members of the committee; and

• (v) 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 process it employs for overseeing the entity’s risk management framework.

• (b) In accordance with the Company’s Board Charter, the Board carries out the duties that would ordinarily be carried out by the Risk Committee under the Audit and Risk Management Committee Charter including the following processes to oversee the entity’s risk management framework:

• (i) the Board devotes time at Board meetings to fulfilling the roles and responsibilities associated with overseeing risk and maintaining the entity’s risk management framework and associated internal compliance and control procedures; and

• (ii) the Board determines the Company’s “risk profile” and is responsible for overseeing and approving risk management strategy and policies

Recommendation 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 that the entity is operating with due regard to the risk appetite set by the board; and

• (b) disclose, in relation to each reporting period, whether such a review has taken place.

Recommendation 7.3

A listed entity should disclose:

• (a) if it has an internal audit function, how the function is structured and what role it performs; or

• (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes.

Recommendation 7.4

A listed entity should disclose whether it has material exposure to environmental and social risks and, if it does, how it manages or intends to manage those risks.

• Complying (a) The Audit and Risk Management Committee Charter requires that the Audit and Risk Committee (or, in its absence, the Board) should, at least annually, satisfy itself that the Company’s risk management framework continues to be sound. The Company process for risk management and internal compliance includes a requirement to identify and measure risk, monitor the environment for emerging factors and trends that affect these risks, formulate risk management strategies and monitor the performance of risk management systems.

• (b) The Board Charter requires the Company to disclose the number of times the Audit and Risk Management Committee (or, in its absence, the Board) met throughout the relevant reporting period, and the individual attendances of the members at those meetings. Details of the meetings will be provided in the Company’s Annual Report. The Audit and Risk Management Committee Charter provides that the Audit and Risk Management Committee (or, in its absence, the Board) will review assessments of the effectiveness of risk management and internal compliance and control at least annually.

• Complying (a) The Audit and Risk Committee Charter provides for the internal audit function of the Company and outlines the monitoring, review and assessment of a range of internal audit functions and procedures.

• (b) The Company does not have an internal audit function. As the Company grows the Board will consider whether the appointment of a contract internal auditor would be beneficial in assisting them in discharging their responsibilities under the Audit and Risk Management Committee Charter. The Company evaluates and improves the effectiveness of its governance, risk management and internal control via the processes for review and oversight under that Charter.

Complying The Company currently has no material exposure to economic, environmental and social sustainability risks. The Company’s mineral exploration operations are subject to environmental regulation in the jurisdictions in which it operates.

The Audit and Risk Management Committee Charter details the Company’s risk management systems which assist in identifying and managing potential or apparent business, economic, environmental and social sustainability risks as they arise. Review of the Company’s risk management framework is conducted at least annually.

• Principle 8: Remunerate fairly and responsibly Recommendation 8.1 Complying (a) The Company does not have a Remuneration Committee. The board of a listed entity should: The Company’s Remuneration and Nomination Committee (a) have a remuneration committee which: Charter provides for the creation of a Remuneration Committee (if it is considered it will benefit the Company),

• (i) has at least three members, a majority of whom a majority of whom are independent Directors, and which

• are independent directors; and must be chaired by an independent Director.

• (ii) is chaired by an independent director, and disclose:

  • (b) Due to the size and nature of the existing board and the magnitude of the Company’s operations the Company currently has no Remuneration Committee. In accordance with the Company’s Board Charter, the Board carries out the duties that would ordinarily be carried out by the Remuneration Committee under the Remuneration and Nomination Committee Charter including the following processes to set the level and composition of remuneration for Directors and senior executives and ensuring that such remuneration is appropriate and not excessive:

• (iii) the charter of the committee;

• (iv) the members of the committee; and (v) 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 remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.

• (i) the Board devotes time at Board meetings to assess the level and composition of remuneration for Directors and senior executives; and

• (ii) the Board will oversee the evaluation of the remuneration of the Company’s senior executives annually. The evaluation will be based on specific criteria. The Company will disclose for each financial year whether or not the relevant annual performance evaluations have been conducted.

Recommendation 8.2

A listed entity should separately disclose its policies and practices regarding the remuneration of non‐executive directors and the remuneration of executive directors and other senior executives.

Recommendation 8.3 A listed entity which has an equity based remuneration scheme should:

• (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and

• (b) disclose that policy or a summary of it.

Complying The Company’s Remuneration and Nomination Committee Charter requires the Board to disclose its policies and practices regarding the remuneration of Directors and senior executive to be disclosed in the Company’s Annual Report.

Complying The Company adopted an Employee Incentive Option Plan at the 2019 Annual General Meeting. A summary of the Employee Incentive Option Plan is detailed in the 2019 Annual General Meeting Notice of Meeting. Securities may be issued under that Plan subject to vesting conditions. Under the Company’s Securities Trading Policy participants are prohibited from engaging in hedging arrangements, deal in derivatives or enter into other arrangements which vary economic risk related to any unvested entitlements in the Company’s securities. The Company’s Securities Trading Policy is available on the Company’s Website