RAGNAR METALS LIMITED — Governance Information 2021

May 24, 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 21 May 2021 and has been approved by the Board of the Company.

Recommendations	Comply	Explanation
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1A 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.	Complying	The Company has adopted a Board Charter that sets out the specificroles and responsibilities of the Board, the Chair and management andincludes a description of those mattes expressly reserved to the Boardand those delegated to management.The Board Charter sets out the specific responsibilities of the Board,requirements as to the Board's composition, the roles andresponsibilities of the Chairman, CEO/Managing Director,andCompany Secretary, the establishment, operation and management ofBoard Committees, Directors' access to company records andinformation, details of the Board's relationship with management,details of the Board's performance review, and details of the Board'sdisclosure policy.The Board Charter sets out the responsibilities of the CEO/ManagingDirector. The Company has not appointed a CEO/Managing Director.Until an appointment is made to that role, the relevant responsibilitieswill continue to be discharged collectively by the Board.A copy of the Company's Board Charteris available on the Company'swebsite.

Recommendations	Comply	Explanation
Recommendation 1.2A listed entity should:(a)undertake appropriate checks before appointing adirector or senior executive or putting someone forwardfor election as a director; and(b)provide security holders with all material information inits possession relevant to a decision on whether or not toelect or re-elect a director.	Complying	(a)The Company has detailed guidelines for the appointment andselection of the Board and senior executives in its CorporateGovernance Plan. The Company's Board Charter requires theCompany to ensure appropriate checks (including checks inrespect of character, experience, education, criminal record andbankruptcy history) are undertaken before appointing a Directoror senior executive, or putting someone forward for election, asa Director, which responsibility is delegated to the Remunerationand Nomination Committee under its Charter (or, in its absence,the Board).(b)Under the Board Charter, all material information in theCompany's possession which is relevant to any decision onwhether or not to elect or re-elect a Director will be provided tosecurity holders. The Company will include this information in thenotice of meeting containing the resolution to elect or re-electthe Director. In the case of candidates standing for re-election,the candidate's experience and qualification are also disclosed onthe Company's website and in its annual reports.
Recommendation 1.3A listed entity should have a written agreement with eachdirector and senior executive setting out the terms of theirappointment.	Complying	The Company's Remuneration and Nomination Committee Charterrequires the Remuneration and Nomination Committee (or, in itsabsence, the Board) to ensure that each Director and senior executiveis a party to a written agreement with the Company which sets out theterms of that Director's or senior executive's appointment.The Company has written agreements with each of its Directors andsenior executives.
Recommendation 1.4The 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.	Complying	The Board Charter outlines the roles, responsibility and accountabilityof the Company Secretary. The Company Secretary is accountabledirectly to the Board, through the Chair, on all matters to do with theproper functioning of the Board.
Recommendation 1.5A listed entity should:(a)have and disclose a diversity policy;(b)through its board or a committee of the board setmeasurable objectives for achieving gender diversity inthe composition of its board, senior executives andworkforce generally;(c)disclose in relation to each reporting period:(i)the measurable objectives set for that period toachieve gender diversity;(ii)the entity's progress towards achieving thoseobjectives; and(iii) either:(A)the respective proportions of men andwomen on the board, in senior executivepositions and across the whole workforce(including how the entity has defined "seniorexecutive" for these purposes); or(B)if the entity is a "relevant employer" underthe Workplace Gender Equality Act, theentity's most recent "Gender EqualityIndicators", as defined in and publishedunder the Act.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 composition of itsboard should be to have not less than 30% of its directors ofeach gender within a specified period.	PartCompliant	(a)The Company has adopted a Diversity Policy which provides aframework for the Company to establish and achieve measurablediversity objectives, including in respect of gender diversity. TheDiversity Policy allows the Board to set measurable genderdiversity objectives, if considered appropriate, and to assessannually both the objectives, if any have been set, and theCompany's progress in achieving them. The Diversity Policy isavailable on the Company's website.(b)The Company's Diversity Policy provides that the Board isresponsible for developing appropriate and meaningfulstrategies to meet gender diversity objectivesin thecomposition of the Company's senior executive team andworkforce generally, as well as in the composition of theBoard. The Diversity Policy requires the Board to considersettingmeasurable gender diversity objectives in thecomposition of its board, senior executives and workforcegenerally.The Company's Diversity Policy provides that the Board willinclude in the Annual Report each year the measurableobjectives, if any, set by the Board, progress against theseobjectives, and the proportions of men and womenemployees in the whole organisation, at senior executivelevel and at Board level.The Board has not set measurable objectives for achievinggender diversity.At this stage in the Company'sdevelopment, the Board does not consider it practicable toset measurable gender diversity objectives. In the event thatthe Company's employee numbers grow to a level where itbecomes practical, the Board will reconsider settingmeasurable objectives as required by the Diversity Policy.

Recommendations	Comply	Explanation
Recommendation 1.6A listed entity should:(a)have and disclose a process for periodically evaluating theperformance of the board, its committees and individualdirectors; and(b)discloseforeachreportingperiod,whetherperformance evaluation has beenundertaken inaccordance with that process during or in respect of thatperiod.	Complyinga	(a)The Company's Remuneration and Nomination Committee (or, inits absence, the Board) is responsible for undertaking aperformance evaluation of the Board, its Committees andindividual Directors on an annual basis. It may do so with the aidof an independent advisor. The process for this is set out in theCompany's Remuneration and Nomination Committee Charterwhich is available on the Company's website.(b)The Company's Remuneration and Nomination CommitteeCharter provides that the Company must disclose in its AnnualReport each year whether or not those performance evaluationswere conducted during thatreporting period.The Company intends to complete performance evaluations inrespect of the Board, its Committees (if any) and individualDirectors for each financial year in accordance with the reviewprocess outlined in the Remuneration and NominationCommittee Charter.
Recommendation 1.7A listed entity should:(a)have and disclose a process for evaluating theperformance of its senior executives at least once everyreporting period; and(b)disclose for each reporting period whether a performanceevaluation has been undertaken in accordance with thatthe process during or in respect of that period.	Complying	(a)The Company's Remuneration and Nomination Committee (or, inits absence, the Board) is responsible for arranging a performanceevaluation of senior executives on an annual basis. To assist in thisprocess an independent advisor may be used. The Company'sRemuneration and Nomination Committee (or, in its absence, theBoard) is responsible for evaluating the performance of theCompany's senior executives on an annual basis. The applicableprocess for these evaluations can be found in the Company'sRemuneration and Nomination Committee Charter, which isavailable on the Company's website.(b)The Company's Remuneration and Nomination CommitteeCharter provides that the Company must disclose whether or notperformance evaluations were conducted during that reportingperiod. The Company intends to complete performanceevaluations in respect of the senior executives (if any) for eachfinancial year in accordance with the review process outlined inthe Remuneration and Nomination Committee Charter.
Principle 2: Structure the board to add value
Recommendation 2.1The board of a listed entity should:(a)have a nomination committee which:(i)has at least three members, a majority of whomare independent directors; and(ii)is chaired by an independent director,and disclose:	Complying	(a)The Company does not currently have a NominationCommittee. The Company's Remuneration and NominationCommittee Charter provides for the creation of aRemuneration and Nomination Committee (if it considered itwill benefit the Company), a majority of whom are to beindependent Directors, and which must be chaired by anindependent Director.
(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 met throughoutthe period and the individual attendances of themembers at those 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, experience, independenceand knowledge of the entity to enable it to discharge itsduties and responsibilities effectively.		(b)Due to the size and nature of the existing Board and themagnitude of the Company's operations, the Board considerstheCompanywillnotcurrentlybenefitfromtheestablishment of a Nomination Committee. In accordancewith the Company's Board Charter, the Board carries out theduties that would ordinarily be carried out by the NominationCommittee under the Remuneration and NominationCommittee Charter. The Board considers that it can dealefficiently and effectively with board composition andsuccession issues without establishing a separate NominationCommittee.The duties of the Nomination Committee are outlined in theCompany's Remuneration and Nomination CommitteeCharter, 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 inthe Company's nomination process, to the maximum extentpermitted 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 theappropriate balance of skills, experience, independence andknowledge of the entity.

Recommendations	Comply	Explanation
Recommendation 2.2A listed entity should have and disclose a board skill matrix	Complying	Board Skills Matrix	Number of Directorsthat 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 employedto maintain taxation requirements.
		(2)Skill gap noticed however an external IT firm is employed on anad hoc basis to maintain IT requirements.
		A profile of each director setting out their skills, experience andexpertise is set out in the Directors' Report of the Company's 2020
		Annual Report.
Recommendation 2.3	Complying	(a)The Board Charter provides for the disclosure of the names ofDirectors considered by the Board to be independent. These
A listed entity should disclose:(a)the names of the directors considered by the board to be		details are provided in the Annual Reports and its ASX website.
independent directors;		The Board considers that all current Directors are independent,
(b)if a director has an interest, position, affiliation or		other than Mr King who is taking up an Executive Director role.
relationship of the type described in Box 2.3 but the board		(b)The Board Charter requires Directors to disclose their interest,
is of the opinion that it does not compromise the		positions, associations and relationships and requires that the
independence of the director, the nature of the interest,		independence of Directors is regularly assessed by the Board inlight of the interests disclosed by Directors. Details of the
position, or relationship in question and an explanation of		Directors interests, positions associations and relationships are
why the board is of that opinion; and		provided in the Annual Reports and on the Company's website.
(c)the length of service of each director		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 wasshareholderthreshold (5.33%)prior to the capital raising, andwas	only marginally over the substantial
		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 thelength of service of each Director, as at the end of each financial
		year.
Recommendation 2.4	Complying	The Board Charter requires that, where practical, the majority of the
A majority of the board of a listed entity should be independent		Board should be independent. Two of the three current directors are
directors.		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.
Recommendation 2.5	Complying	The Board Charter provides that, where practical, the Chair of the Board
The chair of the board of a listed entity should be an		should be an independent Director and should not be the
independent director and, in particular, should not be the sameperson as the CEO of the entity.		CEO/Managing Director. The non-executive Chair of the Board is MrSteven 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

Recommendation 2.6 A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing director to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively.

Complying The Board Charter states that a specific responsibility of the Board is to procure appropriate professional development opportunities for Directors. The Board is responsible for the approval and review of induction and continuing professional development programs and procedures for Directors to ensure that they can effectively discharge their responsibilities.

Principle 3: Act ethically and responsibly
Recommendation 3.1A listed entity should articulate and disclose its values.	Complying	The Company has disclosed its purpose, value and strategy and this isavailable in the Code of Conduct available on the Company's Website.
Recommendation 3.2A listed entity should:	Complying	(a)The Company's Code of Conduct applies to the Company'sdirectors, senior executives and employees.
(a) have and disclose a code of conduct for its directors, seniorexecutives and employees; and(b) ensure that the board or a committee of the board isinformed of any material breaches of that code		(b)The Company's Code of Conduct is available on theCompany's website. The Code of Conduct provides that staffare obliged to report any observed violations of the Code tothe Company Secretary or the Chairman. The Code alsoprovides that the Directors must ensure that any reportedbreaches of the Code undergo thorough investigation andthat appropriate actions are taken.
Recommendation 3.3A listed entity should:(a)have and disclose a whistleblower policy; and(b)ensure that the board or a committee of a board isinformed of any material incidents reported under thatpolicy.	Complying	The Company has adopted a whistleblower policy which applies toall directors, officers, employees, contractors and consultants ofthe Company. This policy has been prepared having regard to theASX Corporate Governance Principles & Recommendations and isavailable on the Company's Website.
Recommendation 3.4A listed entity should:(a)have and disclose an anti-bribery and corruption policy;and(b) ensure that the board or committee of the board isinformed of any material breaches of that policy.	Complying	The Company has adopted an anti-bribery and corruption policywhich applies to all directors, officers, employees, contractors andconsultants of the Company. This policy has been prepared havingregard to the ASX Corporate Governance Principles&Recommendations and is available on the Company's Website.
Principle 4: Safeguard integrity in financial reporting
Recommendation 4.1The board of a listed entity should:(a)have an audit committee which:(i)has at least three members, all of whom are nonexecutive directors and a majority of whom areindependent directors; and(ii)is chaired by an independent director, who is notthe chair of the board,and disclose:(iii)the charter of the committee;(iv)the relevant qualifications and experience of themembers of the committee; and(v)in relation to each reporting period, the numberof times the committee met throughout theperiod and the individual attendances of themembers at those meetings; or(b)if it does not have an audit committee, disclose that factand the processes it employs that independently verifyand safeguard the integrity of its financial reporting,including the processes for the appointment and removalof the external auditor and the rotation of the auditengagement partner.	Complying	(a)The Company does not currently have an Audit Committee. TheCompany has adopted an Audit and Risk ManagementCommittee Charter that provides for the creation of an Audit andRisk Committee (if it is considered it will benefit the Company),with at least three members, all of whom must be independentDirectors, and which must be chaired by an independent Director.At this stage of the Company's development the full Board willassume the role of the Audit and Risk Committee.(b)Due to the size and nature of the existing Board and themagnitude of the Company's operations the Company currentlyhas no Audit Committee. In accordance with the Company'sBoard Charter, the Board carries out the duties that wouldordinarily be carried out by the Audit Committee under the Auditand Risk Management Committee Charter including the followingprocesses to independently verify and safeguard the integrity ofits financial reporting, including the processes for theappointment and removal of the external auditor and therotation of the audit engagement partner:(i)the Board will devote time at Board meetings tofulfilling the roles and responsibilities associatedwith maintaining the Company's internal auditfunction and arrangements with external auditors;and(ii)all members of the Board will be 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, receive fromits CEO and CFO a declaration that, in their opinion, the financialrecords of the entity have been properly maintained and thatthe 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 operatingeffectively.	Complying	The Company's Audit and Risk Management Committee Charterrequires the Board to ensure that before approving the entity's financialstatements for a financial period, the CEO and CFO have declared thatin their opinion the financial records of the entity have been properlymaintained and that the financial statements comply with theappropriate accounting standards and give a true and fair view of thefinancial position and performance of the entity and that the opinionhas been formed on the basis of a sound system of risk managementand internal control which is operating effectively.
Recommendation 4.3A listed entity should disclose its process to verify the integrityof any periodic corporate report it releases to the market that isnot audited or reviewed by an external auditor.	Complying	The Company's Audit and Risk Management Committee Charterprovides for the review of any periodic corporate reports (includingannual directors' reports, quarterly activity reports, quarterly cashflowreports, and sustainability reports) to ensure that such reports arebalanced, materially accurate, and provide investors with appropriateinformation. .
Principle 5: Make timely and balanced disclosure
Recommendation 5.1A listed entity should have and disclose a written policy forcomplying with its continuous disclosure obligations underlisting rule 3.1.	Complying	(a)The Company has adopted a Continuous Disclosure Policy whichsets out the processes the Company follows to comply with itscontinuous disclosure obligations under the ASX Listing Rules andother relevant legislation.(b)The Company's Continuous Disclosure Policy is available on theCompany website.
Recommendation 5.2A listed entity should ensure that its board receives copies of allmaterial market announcements promptly after they havebeen made.	Complying	The Company Secretary is responsible for distributing all materialmarket announcements electronically to the Board promptly afterthey have been made.
Recommendation 5.3A listed entity that gives a new and substantive investor oranalyst presentation should release a copy of the presentationmaterials on the ASX Market Announcements Platform aheadof the presentation.	Complying	All slides and presentations used for briefings and analystpresentations are released and uploaded to ASXMarketAnnouncements Platform prior to the briefing taking place. Furtherdetails are set out in the Company's Continuous Disclosure Policy.
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.	Complying	Information about the Company and its governance is available on theCompany's website. The Company's Corporate Governance Policiesand Charters are included in a dedicated Corporate Governance areaon the Company website.
Recommendation 6.2A listed entity should have an investor relations program that	Complying	The Company has adopted a Shareholder Communications Policy
facilitates effective two-way communication with investors.		which aims to promote and facilitate effective two-way communicationwith investors. The Shareholder Communications Policy outlines arange of ways in which information is communicated to shareholders,and by which shareholders can make contact with the Company torequest information or bring their concerns to the attention of theCompany.
Recommendation 6.3A listed entity should disclose how it facilitates and encouragesparticipation at meetings of security holders.	Complying	Shareholders are encouraged to participate at all EGMs and AGMs ofthe Company.The Shareholder Communication Policy includesprovisions focussed onshareholder meetings,includingforshareholdersto be provided a reasonable opportunity to ask questionsof the Board at shareholder meetings, and for the submission of writtenquestions by shareholders unable to attend the AGM.
Recommendation 6.4A listed entity should ensure that all substantive resolutions ata meeting of security holders are decided by a poll rather thanby a show of hands.	Complying	Allsubstantive resolutions which are voted on at shareholder meetingsare and will be decided by a poll, rather than by a show of hands

Principle 7: Recognise and manage risk
Recommendation 7.1The board of a listed entity should:(a)have a committee or committees to oversee risk, each ofwhich:(i)has at least three members, a majority of whomare 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 met throughoutthe period and the individual attendances of themembers at those meetings; or(b)if it does not have a risk committee or committees thatsatisfy (a) above, disclose that fact and the process itemploys for overseeing the entity's risk managementframework.	Complying(a)The Company does not currently have an Audit and RiskCommittee. The Company has adopted an Audit and RiskManagement Committee Charter that provides for the creationof an Audit and Risk Committee (if it is considered it will benefitthe Company), with at least three members, all of whom must beindependent Directors, and which must be chaired by anindependent Director. At this stage of the Company'sdevelopment the full board will assume the role of the Audit andRisk Committee.(b)In accordance with the Company's Board Charter, the Boardcarries out the duties that would ordinarily be carried out bythe Risk Committee under the Audit and Risk ManagementCommittee Charter including the following processes tooversee the entity's risk management framework:(i)the Board devotes time at Board meetings to fulfillingtherolesandresponsibilitiesassociatedwithoverseeing risk and maintaining the entity's riskmanagement framework and associated internalcompliance and control procedures; and(ii)the Board determines the Company's "risk profile" and isresponsibleforoverseeingandapprovingriskmanagement strategy and policies
Recommendation 7.2The board or a committee of the board should:(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 to the riskappetite set by the board; and(b)disclose, in relation to each reporting period, whethersuch a review has taken place.	Complying(a)The Audit and Risk Management Committee Charter requiresthat the Audit and Risk Committee (or, in its absence, theBoard) should, at least annually, satisfy itself that theCompany's risk management framework continues to besound. The Company process forrisk management and internalcompliance includes a requirement to identify and measurerisk, monitor the environment for emerging factors and trendsthat affect these risks, formulate risk management strategiesand monitor the performance of risk management systems.(b)The Board Charter requires the Company to disclose thenumber of times the Audit and Risk Management Committee(or, in its absence, the Board) met throughout the relevantreporting period, and the individual attendances of themembers at those meetings. Details of the meetings will beprovided in the Company's Annual Report. The Audit and RiskManagement Committee Charter provides that the Audit andRisk Management Committee (or, in its absence, the Board) willreview assessments of the effectiveness of risk managementand internal compliance and control at least annually.
Recommendation 7.3A 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.	Complying(a)The Audit and Risk Committee Charter provides for the internalaudit function of the Company and outlines the monitoring,review and assessment of a range of internal audit functionsand procedures.(b)The Company does not have an internal audit function. As theCompany grows the Board will consider whether theappointment of a contract internal auditor would be beneficialin assisting them in discharging their responsibilities under theAudit and Risk Management Committee Charter.TheCompany evaluates and improves the effectiveness of itsgovernance, risk management and internal control via theprocessesfor review and oversight under that Charter.
Recommendation 7.4A listed entity should disclose whether it has material exposureto environmental and social risks and, if it does, how it managesor intends to manage those risks.	ComplyingThe Company currently has no material exposure to economic,environmental and social sustainability risks. The Company's mineralexploration operations are subject to environmental regulation in thejurisdictions in which it operates.The Audit and Risk Management Committee Charter details theCompany's risk management systems which assist in identifying andmanaging potential or apparent business, economic, environmentaland social sustainability risksas they arise. Review of the Company's riskmanagement framework is conducted at least annually

Principle 8: Remunerate fairly and responsibly
Recommendation 8.1The board of a listed entity should:(a)have a remuneration committee which:(i)has at least three members, a majority of whomare 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 met throughoutthe period and the individual attendances of themembers at those meetings; or(b)if it does not have a remuneration committee, disclosethat fact and the processes it employs for setting thelevel and composition of remuneration for directors andsenior executives and ensuring that such remuneration isappropriate and not excessive.	Complying	(a)The Company does not have a Remuneration Committee.The Company's Remuneration and Nomination CommitteeCharter provides for the creation of a RemunerationCommittee (if it is considered it will benefit the Company),a majority of whom are independent Directors, and whichmust be chaired by an independent Director.(b)Due to the size and nature of the existing board and themagnitude of the Company's operations the Companycurrently has no Remuneration Committee. In accordancewith the Company's Board Charter, the Board carries outthe duties that would ordinarily be carried out by theRemuneration Committee under the Remuneration andNomination Committee Charter including the followingprocesses to set the level and composition of remunerationfor Directors and senior executives and ensuring that suchremuneration is appropriate and not excessive:(i)the Board devotes time at Board meetings to assess thelevel and composition of remuneration for Directorsand senior executives; and(ii)the Board will oversee the evaluation of theremuneration of the Company's senior executivesannually. The evaluation will be based on specificcriteria. The Company will disclose for each financialyear whether or not the relevant annual performanceevaluations have been conducted.
Recommendation 8.2A listed entity should separately disclose its policies andpractices regarding the remuneration of non-executivedirectors and the remuneration of executive directors and othersenior executives.	Complying	The Company's Remuneration and Nomination Committee Charterrequires the Board to disclose its policies and practices regardingthe remuneration of Directors and senior executive to be disclosedin the Company's Annual Report.
Recommendation 8.3A listed entity which has an equity based remunerationscheme should:(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.	Complying	The Company adopted an Employee Incentive Option Plan at the2019 Annual General Meeting.A summary of the EmployeeIncentive Option Plan is detailed in the 2019 Annual GeneralMeeting Notice of Meeting. Securities may be issued under thatPlan subject to vesting conditions. Under the Company's SecuritiesTrading Policy participants are prohibited from engaging in hedgingarrangements, deal in derivatives or enter into other arrangementswhich vary economic risk related to any unvested entitlements inthe Company's securities. The Company's Securities Trading Policyis available on the Company's Website