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RAIDEN RESOURCES LIMITED Governance Information 2021

Oct 20, 2021

65675_rns_2021-10-20_403f0038-a641-4342-839d-91b4759a211e.pdf

Governance Information

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21 October 2021

Market Announcement Office Australian Securities Exchange Limited ASX Code: RDN

CORPORATE GOVERNANCE STATEMENT

In accordance with Listing Rule 4.7.3 the attached Corporate Governance Statement is released on the market announcement platform and to be read in conjunction with the Appendix 4G released to ASX on 23 September 2021.

This announcement was approved and authorised for release by the Company Secretary of Raiden Resources Limited.

Yours sincerely KYLA GARIC Company Secretary RAIDEN RESOURCES LIMITED

CORPORATE GOVERNANCE STATEMENT

Introduction

Raiden Resources Limited (Company) has established a corporate governance framework, the key features of which are set out in this statement. In establishing its corporate governance framework, the Company refers to the recommended corporate governance practices for ASX listed entities set out in the ASX Corporate Governance Council Principles and Recommendations (4th Edition) (Principles and Recommendations). During the period 1 July 2020 to 30 June 2021 (Reporting Period), the Company's governance framework was consistent with reference to the 4th edition of the Principles and Recommendations.

This Corporate Governance Statement discloses the extent to which the Company followed the recommendations set out in the Principles and Recommendations (Recommendations) for the Reporting Period. The Recommendations are not mandatory, however, the Recommendations not followed have been identified and reasons have been provided for not following them along with what (if any) alternative governance practices the Company adopted in lieu of the recommendation.

The information in the statement is current at 22 September 2021 and was approved by a resolution of the Board on the 22 September 2021.

Corporate governance policies and procedures

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

  • Statement of Values
  • Board Charter
  • Corporate Code of Conduct
  • Audit and Risk Committee Charter
  • Remuneration Committee Charter
  • Nomination Committee Charter
  • Performance evaluation Policy
  • Continuous Disclosure Policy
  • Risk Management Policy
  • Trading Policy
  • Diversity Policy
  • Shareholder Communications Strategy
  • Whistleblower Protection Policy
  • Anti-Bribery and Anti-Corruption Policy
  • Annexure A Definition of independence
  • Annexure B Procedure for the selection, appointment and rotation of external auditor

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

Recommendations Comply Explanation
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1A listed entity should have and disclose a charter which:(a)sets out the respective roles and responsibilities ofthe board, the chair and management; and(b)includes a description of those matters expresslyreserved to the board and those delegated to Yes The Company hasestablished the respective roles andresponsibilities of its Board and management, and those mattersexpressly reserved to the Board and those delegated tomanagement, and has documented this in its Board Charter, whichis disclosed on the Company's website.
management.Recommendation 1.2A listed entity should:(a)undertake appropriate checks before appointing aperson, or putting forward to security holders acandidate for election, as a director; and(b)providesecurityholderswithallmaterial Yes (a)The Board undertakes appropriate checks before appointinga person, these checks were undertaken for all Directors (MrDale Ginn) appointed during the Reporting Period or puttingforward to shareholders a candidate for election as a directorand provides shareholders with all material information in itspossession relevant to a decision on whether to elect or reelect a director. The checks that are undertaken are set out inthe Nomination Committee Charter.
information relevant to a decision on whether ornot to elect or re-elect a director. (b)TheCompanyprovidedallmaterialinformationtoShareholders in relation to:-the re-election of Director Michael Davy at the annualgeneral meeting on 24 November 2020.-the nomination of Non-Executive Director Dale Ginnthrough an ASX market release on 10 November 2020and subsequent appointment through an ASX marketrelease on 13 May 2021.
Recommendation 1.3A listed entity should have a written agreement witheach director and senior executive setting out the termsof their appointment. Yes The Nomination Committee Charter outlines the requirement tohave a written agreement with each Director and senior executiveof the Company which sets out the terms of that Director's orsenior executive's appointment.The Company has a written agreement with each of its Directors,including its Executive Directors.The material terms of any employment, service or consultancyagreement the Company, or any of its child entities, has enteredinto with its Chief Executive Officer (or equivalent), any of itsdirectors, and any other person or entity who is related party of theChief Executive Officer or any of its directors has been disclosed inaccordance with ASX Listing Rule 3.16.4 (taking into considerationthe exclusions from disclosure outlined in that rule).Therenegotiated change with Managing Director Dusko Ljubojevic wasannounced on 12 February 2021.
Recommendation 1.4The company secretary of a listed entity should beaccountable directly to the board, through the chair, onall matters to do with the proper functioning of theboard. Yes The Company Secretary was during the reporting periodaccountable directly to the Board, through the Chair, on all mattersto do with the proper functioning of the Board.
Recommendation 1.5A listed entity should:(a)have and disclose a diversity policy;(b)through its board or committee of the board setmeasurableobjectivesforachievinggenderdiversity in the composition of the board, seniorexecutives and workforce generally; and(c)disclose in relation to each reporting period: No The Company has a Diversity Policy, which is disclosed on theCompany's website.The Diversity Policy does not includerequirements for the Board to set measurable objectives forachieving gender diversity and to assess annually both theobjectives and the Company's progress in achieving them. TheBoard has not set measurable objectives for achieving genderdiversity.

Recommendations Comply Explanation
(i)the measurable objectives set for that periodto achieve gender diversity;(ii) the entity's progress towards achieving those Given the Company's stage of development and the number ofemployees, the Board considers it is not practical to set measurableobjectives for achieving gender diversity at this time.
objectives; and(iii) either:(A)the respective proportions of men andwomenontheboard,inseniorexecutive positions and across thewhole workforce (including how theentity has defined "senior executive" forthese purposes); or(B)if the entity is a "relevant employer"under the Workplace Gender EqualityAct, the entity's most recent "GenderEquality Indicators", as defined in andpublished under the Workplace GenderEquality Act. The respective proportions of men and women on the Board, insenior executive positions and across the whole organisations areset out in the following table. Senior executives for these purposesmeans those person who report directly to the chief executiveofficer (or equivalent):MaleFemaleTotalBoard of Raiden4-4Senior executives-11
Total415
(a) Recommendation 1.6A listed entity should:have and disclose a process for periodicallyevaluating the performance of the board, itscommittees and individual directors; and No (a)The Company's Nomination Committee (or, in its absence, theBoard) is responsible for evaluating the performance of theBoard, its committees and individual Directors on an annualbasis. It may do so with the aid of an independent advisor. Theprocess for this is set out in the Company's CorporateGovernance Plan which is available on the Company'swebsite.
(b) disclose in relation to each reporting period,whether a performance evaluation was undertakenin the reporting period in accordance with thatprocess during or in respect of that period. (b)The Company's Corporate Governance Plan requires theBoard to disclose whether or not performance evaluationswere conducted during the relevant reporting period. TheCompany intends to complete performance evaluations inrespect of the Board, its committees (if any) and individualDirectors for each financial year in accordance with the aboveprocess.No performance evaluation of the Board or individual Directorswas conducted during the Reporting Period.
Recommendation 1.7A listed entity should: Yes The Company had one senior executive, Mr Dusko Ljubojevic. Anexecutive review was completed for Mr Ljubojevic during theReporting Period.
(a) have and disclose a process for evaluating theperformance of its senior executives at least onceevery reporting period; and
(b) disclose for each reporting period whether aperformance evaluation has been undertaken inaccordance with that process during or in respect ofthat period.

Recommendations Comply Explanation
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 ofwhom are independent directors; and Yes (a)The Company did not have a separate NominationCommittee. The Company's Nomination Committee Charterprovides for the creation of a Nomination Committee (if it isconsidered it will benefit the Company), with at least threemembers, a majority of whom are independent Directors,and which must be chaired by an independent Director.
(ii)is chaired by an independent director,and disclose:(iii)the charter of the committee;(iv)the members of the committee; and(v)as at the end of each reporting period, thenumber of times the committee metthroughout the period and the individualattendances of the members at thosemeetings; or(b)if it does not have a nomination committee,disclose that fact and the processes it employs toaddress board succession issues and to ensure thatthe board has the appropriate balance of skills,experience, independence and knowledge of theentity to enable it to discharge its duties andresponsibilities effectively. (b)The Company does not have a Nomination Committee as theBoard considers the Company will not currently benefit fromits establishment. In accordance with the Company's BoardCharter, the Board carries out the duties that wouldordinarily be carried out by the Nomination Committeeunder the Nomination Committee Charter, including thefollowing processes to address succession issues and toensure the Board has the appropriate balance of skills,experience, independence and knowledge of the entity toenable it to discharge its duties and responsibilitieseffectively:(i)devoting time at least annually to discuss Boardsuccession matters and updating the Company'sBoard skills matrix; and(ii)all Board members being involved in the Company'snomination process to the maximum extent permittedunder the Corporations Act and ASX Listing RulesDetails of director attendance at meetings of the full Board, duringthe reporting period, are set out in a table in the Directors' Reportin the Company's 2021 Annual Report.
Recommendation 2.2A listed entity should have and disclose a board skillmatrix setting out the mix of skills and diversity that theboard currently has or is looking to achieve in itsmembership. Yes Under the Nomination Committee Charter (in the Company'sCorporate Governance Plan), the Nomination Committee (or, in itsabsence, the Board) is required to prepare a Board skill matrixsetting out the mix of skills and diversity that the Board currentlyhas (or is looking to achieve) and to review this at least annuallyagainst the Company's Board skills matrix to ensure theappropriate mix of skills and expertise is present to facilitatesuccessful strategic direction.The Board has identified the appropriate mix of skills and diversityrequired of its members to operate efficiently and effectively.The Company's Board Skills Matrix can be found at Appendix 1.

Recommendations Comply Explanation
Recommendation 2.3A listed entity should disclose:(a)the names of the directors considered by the boardto be independent directors;(b)if a director has an interest, position, association or Yes The board considered the independence of Directors with regardsto factors set out in Box 2.3 of the ASX Principle andRecommendations. During the Reporting Period the Company hadone independent director Mr Michael Davy.Names of Directors during the Reporting Period and their lengthof service up to the date of this statement, or their resignationdate is noted below:
relationship of the type described in Box 2.3 of theASXCorporateGovernancePrinciplesandRecommendation (4th Edition), but the board is ofthe opinion that it does not compromise theindependence of the director, the nature of the NameLength of Service4 years, 2 months1Mr Michael DavyNon-Exec Chairman3 years, 5 months2Mr Dusko LjubojevicManaging Director
interest, position, association or relationship inquestion and an explanation of why the board is ofthat opinion; and(c)the length of service of each director 3 years, 5 months3Mr Martin PawlitschekNon-Exec Director3 months4Mr Dale GinnNon-Exec Director
Recommendation 2.4A majority of the board of a listed entity should beindependent directors. No The Company's Board Charter requires that, where practical, themajority of the Board should be independent.The Board recognises the importance of the appropriate balancebetween independent and non-independent representation onthe Board. However, the Board considered that a Board weightedtowards industry and technical experience is appropriate at thestage of the Company's development.As the Company's operations progress, the Board will review thecomposition of the Board, including independence of its Directors.
Recommendation 2.5The chair of the board of a listed entity should be anindependent director and, in particular, should not bethe same person as the CEO of the entity. Yes The Board Charter provides that, where practical, the Chair of theBoard should be an independent Director and should not be theCEO/Managing Director.The Non-executive Chair of the Board is Mr Michael Davy. Mr Davyis considered to be an independent Director and he is not theCEO/Managing Director.
Recommendation 2.6A listed entity should have a program for inducting newdirectorsandprovidingappropriateprofessionaldevelopment opportunities for continuing directors todevelop and maintain the skills and knowledge neededto perform their role as a director effectively. Yes In accordance with the Company's Board Charter, the NominationsCommittee (or, in its absence, the Board) is responsible for theapproval and review of induction and continuing professionaldevelopment programs and procedures for Directors to ensurethat they can effectively discharge their responsibilities. TheCompany Secretary is responsible for facilitating inductions andprofessional development.

1 At the date of this statement

2 At the date of this statement

3At the date of this statement

4At the date of this statement

Recommendations Comply Explanation
Principle 3: Instil a culture of acting lawfully, ethically and responsibly
Recommendation 3.1(a)A listed entity should articulate and disclose itsvalues. Yes Raiden's mission is to drive shareholder value by making worldclass discoveries, through ethical and safe exploration.Core Values are as follows:-Integrity-Respect-Care-Responsibility-Invested-TrustThe Company's Statement of Values are disclosed with thepublished Corporate Governance Plan on the Company's website.
Recommendation 3.2A listed entity should:(a) have a code of conduct for its directors, seniorexecutives and employees; and(b) ensure that the board or a committee of the Boardis informed of any material breaches of that code Yes The Company's Corporate Code of Conduct applies to theCompany's Directors, senior executives and employees.The Company's Corporate Code of Conduct (which forms part ofthe Company's Corporate Governance Plan) is available on theCompany's website. During the reporting period the Companyadopted an Anti-Bribery and Corruption policy and Whistle-blowerpolicy, which are available on the Company's website.
Recommendation 3.3A listed entity should:(a)have and disclose a whistleblower policy; and(b)ensure that the board or a committee of the Boardis informed of any material incidents reportedunder that policy. Yes The Company's Whistleblower Policy (which forms part of theCompany's Corporate Governance Plan) is available on theCompany's website.
Recommendation 3.4A listed entity should:(a)have and disclose an anti-bribery and corruptionpolicy; and(b)ensure that the board or a committee of the Boardis informed of any material breraches reportedunder that policy. Yes The Company's Anti-bribery and Corruption Policy (which formspart of the Company's Corporate Governance Plan) is available onthe Company's website.

Recommendations Comply Explanation
Principle 4: Safeguard integrity in financial reporting
Recommendation 4.1 Yes The Company did not have an Audit and Risk Committee.
(a) The board of a listed entity should:have an audit committee which:(i)has at least three members, all of whom arenon-executive directors and a majority of Given the current size and composition of the Board, the Boardbelieves that there would be no efficiencies gained by establishinga separate Audit and Risk Committee. Accordingly, the Boardperforms the role of the Audit and Risk Committee.
whom are independent directors; and(ii)is chaired by an independent director, whois not the chair of the board, Although the Board does not have a separate Audit and RiskCommittee, it had adopted an Audit and Risk Committee Charter,which is disclosed on the Company's website.
and disclose:(iii)the charter of the committee;(iv)the relevant qualifications and experience ofthe members of the committee; and(v)in relation to each reporting period, thenumber of times the committee metthroughout the period and the individualattendances of the members at thosemeetings; or During the Reporting Period, items that are usually required to bediscussed by an Audit and Risk Committee are marked as separateagenda items at Board meetings when required, and when theBoard convened to address matters as the Audit and RiskCommittee it carried out the functions which are delegated to it inthe Company's Audit and Risk Committee Charter. The Board dealswith any conflicts of interest that occur when it performs thefunctions of an Audit and Risk, Committee by ensuring that anyDirector with a conflicting interest is not party to the relevantdiscussions.
(b) if it does not have an audit committee, disclose thatfactandtheprocessesitindependently verify and safeguard the integrity ofits financial reporting, including the processes forthe appointment and removal of the externalauditor and the rotation of the audit engagementpartner. employsthat During the Reporting Period, the Board was responsible for theinitial appointment of the external auditor and the appointment ofa new external auditor when any vacancy arises. Candidates for theposition of external auditor must demonstrate completeindependence from the Company through the engagement period.The Board may otherwise select an external auditor based oncriteria relevant to the Company's business and circumstances. Theperformance of the external auditor was reviewed on an annualbasis by the Board.The Company has an established Procedure for the Selection,Appointment and Rotation of its External Auditor, which is an
annexure to the Corporate Governance Plan.Details of director attendance at meetings of the full Board, duringthe reporting period, are set out in a table in the Directors' Reporton page 6 of the Company 2021 Annual Report.
Recommendation 4.2The board of a listed entity should, before it approves theentity's financial statements for a financial period,receive from its CEO and CFO a declaration that, in theiropinion, the financial records of the entity have beenproperly maintained and that the financial statementscomply with the appropriate accounting standards andgive a true and fair view of the financial position andperformance of the entity and that the opinion has beenformed on the basis of a sound system of riskmanagement and internal control which is operatingeffectively. Yes The Board received a signed declaration from the CFO and CEO inaccordance with Recommendation 4.2 and Section 295A of theCorporations Act 2001 prior to the approval of the Company'sfinancial statements.
Recommendation 4.3A listed entity should disclose its process to verify theintegrity of any periodic corporate report it releases tothe market that is not audited or reviewed by an externalauditor. Yes The Company is committed to providing clear, concise andaccurate reports so investors can make informed decisions. Priorto lodgement with ASX quarterly cash flow reports are subject torobust preparation and review. A declaration is then provided bythe CFO and CEO to the Board noting compliance with section 286of the Corporations Act 2001, the appropriate accountingstandards and with listing Rule 19.11A.

Recommendations Comply Explanation
Principle 5: Make timely and balanced disclosure
Recommendation 5.1A listed entity should have and disclose a written policyfor complying with its continuous disclosure obligationsunder the Listing Rules 3.1. Yes 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.The Company's Continuous Disclosure Policy (which forms part ofthe Company's Corporate Governance Plan) is available on theCompany's website.
Recommendation 5.2A listed entity should ensure that its board receivescopies of all material market announcements promptlyafter they have been made. Yes The Board receives copies of all material market announcementsafter they have been released on the ASX.
Recommendation 5.3A listed entity that gives a new and substantive investoror analyst presentation should release a copy of thepresentationmaterialsontheASXMarketAnnouncements Platform ahead of the presentation. Yes The Company announces all investor and analyst presentations onthe ASX Market Announcements Platform ahead of thepresentation date.
Principle 6: Respect the rights of security holders
Recommendation 6.1A listed entity should provide information about itselfand its governance to investors via its website. Yes Information about the Company and its governance practices areavailable on its website:https://raidenresources.com.au/corporate-governance/
Recommendation 6.2A listed entity should design and implement an investorrelations program to facilitate effective two-waycommunication with investors. Yes The Company has adopted a Shareholder CommunicationsStrategy which aims to promote and facilitate effective two-waycommunication with investors. The Strategy outlines a range ofways in which information is communicated to shareholders and isavailable on the Company's website as part of the Company'sCorporate Governance Plan.
Recommendation 6.3A listed entity should disclose the policies and processesit has in place to facilitate and encourage participation atmeetings of security holders. Yes Shareholders are encouraged to participate at all general meetingsand AGMs of the Company. Upon the despatch of any notice ofmeeting to Shareholders, the Notice material states that allShareholders are encouraged to participate at the meeting.
Recommendation 6.4A listed entity should ensure that all substantiveresolutions at a meeting of security holders are decidedby a poll rather then by a show of hands. Yes The Company ensures that all resolutions posed duringshareholder meetings are decided upon by poll.
Recommendation 6.5A listed entity should give security holders the option toreceivecommunicationsfrom,andsendcommunications to, the entity and its security registryelectronically. Yes The Shareholder Communication Strategy provides that securityholders can register with the Company to receive emailnotifications when an announcement is made by the Company tothe ASX, including the release of the Annual Report, half yearlyreports and quarterly reports. Links are made available to theCompany's website on which all information provided to the ASX isimmediately posted.

Recommendations Comply Explanation
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 of which:(i)has at least three members, a majority ofwhom are independent directors; and(ii)is chaired by an independent director,and disclose:(iii)the charter of the committee;(iv)the members of the committee; and(v)as at the end of each reporting period, thenumber of times the committee metthroughout the period and the individualattendances of the members at thosemeetings; or(b)if it does not have a risk committee or committeesthat satisfy (a) above, disclose that fact and theprocess it employs for overseeing the entity's riskmanagement framework.Recommendation 7.2The board or a committee of the board should:(a)review the entity's risk management frameworkwith management at least annually to satisfy itselfthat it continues to be sound, to determinewhether there have been any changes in thematerial business risks the entity faces and toensure that they remain within the risk appetite setby the board; and(b)disclose in relation to each reporting period,whether such a review has taken place. YesYes The Company did not have a separate Risk Committee.Please refer to disclosure in relation to Recommendation 4.1above.The Audit and Risk Committee Charter requires that the Audit andRisk Committee (or, in its absence, the Board) should, at leastannually, satisfy itself that the Company's risk managementframework continues to be sound.The Board continues to review the risk profile of the Company andmonitors risk throughout the reporting period.
Recommendation 7.3A listed entity should disclose:(a)if it has an internal audit function, how the functionis structured and what role it performs; or(b)if it does not have an internal audit function, thatfact and the processes it employs for evaluating andcontinually improving the effectiveness of its riskmanagement and internal control processes. Yes The Company does not have an internal audit function. The Auditand Risk Committee Charter provides for the Audit and RiskCommittee to monitor the need for an internal audit function.As set out in Recommendation 7.1, the Board is responsible foroverseeing the establishment and implementation of effective riskmanagement and internal control systems to manage theCompany's material business risks and for reviewing andmonitoring the Company's application of those systems.The Board devotes time formally at Board meetings and informallythrough regular communicationto fulfilling the roles andresponsibilities associated with overseeing risk and maintaining theentity's risk management framework and associated internalcompliance and control procedures.

Recommendations Comply Explanation
Recommendation 7.4A listed entity should disclose whether, and if so how, ithas regard to economic, environmental and socialsustainability risks and, if it does, how it manages orintends to manage those risks. Yes The Audit and Risk Committee Charter requires the Audit and RiskCommittee (or, in its absence, the Board) to assist managementdetermine whether the Company has any material exposure toeconomic, environmental and social sustainability risks and, if itdoes, how it manages or intends to manage those risks.
The Company is currently exposed to minimal environmental andsocial risks due to its present size and magnitude of operations.
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 ofwhom are independent directors; and(ii)is chaired by an independent director, Yes The Company does not have a Remuneration Committee. TheCompany's Corporate Governance Plan contains a RemunerationCommittee Charter that provides for the creation of aRemuneration Committee (if it is considered it will benefit theCompany), with at least three members, a majority of whom mustbe independent Directors, and which must be chaired by anindependent Director.
and disclose:(iii)the charter of the committee;(iv)the members of the committee; and(v)as at the end of each reporting period, thenumber of times the committee metthroughout the period and the individualattendances of the members at thosemeetings; or The Company does not have a Remuneration Committee as theBoard considers the Company will not currently benefit from itsestablishment. In accordance with the Company's Board Charter,the Board carries out the duties that would ordinarily be carried outby the Remuneration Committee under the RemunerationCommittee Charter including the following processes to set thelevel and composition of remuneration for Directors and seniorexecutives and ensuring that such remuneration is appropriate andnot excessive:
(b)if it does not have a remuneration committee,disclose that fact and the processes it employs forsetting the level and composition of remunerationfor directors and senior executives and ensuringthat such remuneration is appropriate and notexcessive. The Board devotes time at Board meetings to assess the level andcomposition of remuneration for Directors and senior executivesas necessary when there are changes to Company, Director orexecutives' circumstances which indicate the level and/orcomposition of remuneration may require amendment to achieveconsistency with the revised circumstance.
Recommendation 8.2A listed entity should separately disclose its policies andpractices regarding the remuneration of non-executivedirectors and the remuneration of executive directorsand other senior executives and ensure that the differentroles and responsibilities of non-executive directorscompared to executive directors and other seniorexecutives are reflected in the level and composition oftheir remuneration. Yes The Company's Corporate Governance Plan requires the Board todisclose its policies and practices regarding the remuneration ofDirectors and senior executives. This information is disclosed in theCompany's Remuneration Report commencing on page 8 of theAnnual Report.
Recommendation 8.3A listed entity which has an equity-based remunerationscheme should:(a)have a policy on whether participants arepermitted to enter into transactions (whetherthrough the use of derivatives or otherwise) whichlimit the economic risk of participating in thescheme; and(b)disclose that policy or a summary of it. N/A The Company does not have an equity based remunerationscheme

CORPORATE GOVERNANCE STATEMENT – APPENDIX 1 BOARD SKILLS MATRIX

The Board has identified that the appropriate mix of skills and diversity required of its members to operate effectively and efficiently is achieved by personnel having substantial skills and experience in the following Industry Skills: Health and Safety; Operations and Technical; Mineral Exploration and Mining Skills; Capital Management; and Commercial Negotiation Skills.

The skills and experience of the Board in each of these areas is summarised as follows:

In addition, directors of the Company are expected to be knowledgeable and experienced in the following areas: Legal; Accounting and finance; Information technology; Corporate governance; Risk and compliance oversight; Director duties and responsibilities; Strategic expertise; Commercial experience; and Executive management.

The skills and experience of the Board in each of these areas is summarised as follows:

Gaps in the collective skills of the Board are considered regularly by the full Board in its capacity as the Nomination and Remuneration Committee.