RINCON RESOURCES LIMITED — Governance Information 2020

Dec 17, 2020

RINCON RESOURCES LIMITED ACN 628 003 538 (Company)

CORPORATE GOVERNANCE STATEMENT

This Corporate Governance Statement is current as at 15 December 2020 and has been approved by the Board of the Company on that date.

This Corporate Governance Statement discloses the extent to which the Company will, as at the date it is admitted to the official list of the ASX, follow the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations – 4th Edition (Recommendations). The Recommendations are not mandatory, however the Recommendations that will not be followed have been identified and reasons 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 a Corporate Governance Plan which provides the written terms of reference for the Company's corporate governance duties.

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

The Company's Corporate Governance Plan is available on the Company's website at http://www.rinconresources.com.au/.

	RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
	Principle 1: Lay solid foundations for management and oversight
(a)	Recommendation 1.1A listed entity should have and disclose a boardcharter which sets out the respective roles andresponsibilities of the Board, the Chair andmanagement, and includes a description of thosematters expressly reserved to the Board and thosedelegated to management.	YES	The Company has adopted a Board Charter that sets out thespecific roles and responsibilities of the Board, the Chair andmanagement and includes a description of those mattersexpressly reserved to the Board and those delegated tomanagement.

RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
		The Board Charter sets out the specific responsibilities of the Board,requirements as to the Board's composition, the roles andresponsibilities of the Chairman and Company Secretary, theestablishment,operationandmanagementofBoardCommittees, Directors' access to Company records andinformation, details of the Board's relationship with management,details of the Board's performance review and details of theBoard's disclosure policy.A copy of the Company's Board Charter, which is part of theCompany's Corporate Governance Plan, is available on theCompany's website.
Recommendation 1.2A listed entity should:(a)undertake appropriate checks before appointinga director or senior executive or putting someoneforward for election as a Director; and(b)providesecurityholderswithallmaterialinformation in its possession relevant to a decisionon whether or not to elect or re-elect a Director.	YES	(a)The Company has guidelines for the appointment andselection of the Board and senior executives in itsCorporate Governance Plan. The Company's NominationCommittee Charter (in the Company's CorporateGovernance Plan) requires the Nomination Committee (or,in its absence, the Board) to ensure appropriate checks(including checks in respect of character, experience,education, criminal record and bankruptcy history (asappropriate)) are undertaken before appointing a person,or putting forward to security holders a candidate forelection, as a Director. In the event of an unsatisfactorycheck, a Director is required to submit their resignation.(b)Under the Nomination Committee Charter, all materialinformation relevant to a decision on whether or not toelect or re-elect a Director must be provided to securityholders in the Notice of Meeting containing the resolutionto elect or re-elect a Director.
Recommendation 1.3A listed entity should have a written agreement with eachDirector and senior executive setting out the terms of theirappointment.	YES	The Company's Nomination Committee Charter requires theNomination Committee (or, in its absence, the Board) to ensurethat each Director and senior executive is personally a party to awritten agreement with the Company which sets out the terms ofthat Director's or senior executive's appointment.

RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
		The Company has written agreements with each of its Directorsand senior executives. The Company has entered into aconsultancy services agreement with Tanamera Resources Pte Ltd(Mr McNamara's Singapore consulting company) (Tanamera),under which Tanamera will procure that Mr McNamara willprovide executive management services to the Company,separately and in addition to his existing role as a Director of theCompany pursuant to his letter of appointment.
Recommendation 1.4The Company Secretary of a listed entity should beaccountable directly to the Board, through the Chair, on allmatters to do with the proper functioning of the Board.	YES	TheBoardCharter outlinesthe roles, responsibilityandaccountability of the Company Secretary. In accordance withthis, the Company Secretary is accountable directly to the Board,through the Chair, on all matters to do with the proper functioningof the Board.
Recommendation 1.5A listed entity should:(a)have and disclose a diversity policy;(b)through its board or a committee of the board setmeasurable objectives for achieving genderdiversity in the composition of its board, seniorexecutives and workforce generally; and(c)disclose in relation to each reporting period:(i)the measurable objectives set for thatperiod to achieve gender diversity;(ii)the entity's progress towards achievingthose objectives; and(iii)either:(A)the respective proportions of menand women on the Board, insenior executive positions andacrossthewholeworkforce(including how the entity hasdefined "senior executive" forthese purposes); or	PARTIALLY	(a)The Company has adopted a Diversity Policy whichprovides a framework for the Company to establish,achieve and measure diversity objectives, including inrespect of gender diversity. The Diversity Policy is available,as part of the Corporate Governance Plan, on theCompany's website.(b)The Diversity Policy allows the Board to set measurablegender diversity objectives ,if considered appropriate, andto continually monitor both the objectives if any havebeen set and the Company's progress in achieving them.(c)The Board does not presently intend to set measurablegender diversity objectives because:(i)the Board does not anticipate there will be a needto appoint any new Directors or senior executivesdue to the limited nature of the Company's existingand proposed activities and the Board's view thatthe existing Directors and senior executives havesufficient skill and experience to carry out theCompany's plans;

RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
(B)iftheentityisa"relevantemployer" under the WorkplaceGender Equality Act, the entity'smost recent "Gender EqualityIndicators", as defined in theWorkplace Gender Equality Act.If the entity was in the S&P / ASX300 Index at the commencementof the reporting period,themeasurableobjectiveforachieving gender diversity in thecomposition of its board shouldbe to have not less than 30% of itsdirectors of each gender within aspecified period.		(ii)if it becomes necessary to appoint any newDirectors or senior executives, the Board willconsider the application of the measurablediversity objectives and determined whether, giventhe small size of the Company and the Board,requIring specified objectectives to be met willunduly limit the Company from applying theDiversity Policy as a whole and the Company'spolicy of appointing the best person for the job; and(iii)the respective proportions of men and women onthe Board, in senior executive positions and acrossthe whole organisation (including how the entityhas defined "senior executive" for these purposes)for each financial year will be disclosed in theCompany's Annual Report/on the Company'swebsite.
Recommendation 1.6A listed entity should:(a)have and disclose a process for periodicallyevaluating the performance of the Board, itscommittees and individual Directors; and(b)disclose for each reporting period whether aperformance evaluation has been undertaken inaccordance with that process during or in respectof that period.	YES	(a)The Company's Nomination Committee (or, in its absence,the Board) is responsible for evaluating the performance ofthe Board, its committees and individual Directors on anannual basis. It may do so with the aid of an independentadvisor. The process for this is set out in the Company'sCorporate Governance Plan, which is available on theCompany's website.(b)The Company's Corporate Governance Plan requires theCompany to disclose whether or not performanceevaluations were conducted during the relevant reportingperiod. The Company intends to complete performanceevaluations in respect of the Board, its committees (if any)and individual Directors for each financial year inaccordance with the above process.

RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
Recommendation 1.7A listed entity should:(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 respectof that period.	YES	(a)The Company's Nomination Committee (or, in its absence,the Board) is responsible for evaluating the performance ofthe Company's senior executives on an annual basis. TheCompany's Remuneration Committee (or, in its absence,the Board) is responsible for evaluating the remuneration ofthe Company's senior executives on an annual basis. Aseniorexecutive,forthesepurposes,meanskeymanagement personnel (as defined in the CorporationsAct) other than a non-executive Director.The applicable processes for these evaluations can befound in the Company's Corporate Governance Plan,which is available on the Company's website.(b)The Company's Corporate Governance Plan requires theCompany to disclose whether or not performanceevaluations were conducted during the relevant reportingperiod. The Company intends to complete performanceevaluations in respect of the senior executives (if any) foreach financial year in accordance with the applicableprocesses.At this stage, due to the current size and nature of theexisting Board and the magnitude of the Company'soperations, the Company has not appointed any seniorexecutives.
Principle 2: Structure the Board to be effective and 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(ii)is chaired by an independent Director,and disclose:(iii)the charter of the committee;(iv)the members of the committee; and	PARTIALLY	(a)The Company does not have a Nomination Committee.The Company's Nomination Committee Charter providesfor 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.

	RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
(b)	(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; orif it does not have a nomination committee,disclose that fact and the processes it employs toaddress Board succession issues and to ensure thatthe Board has the appropriate balance of skills,knowledge,experience, independence anddiversity to enable it to discharge its duties andresponsibilities effectively.
	Recommendation 2.2A listed entity should have and disclose a Board skills matrixsetting out the mix of skills that the Board currently has or islooking to achieve in its membership.	YES	Under the Nomination Committee Charter (in the Company'sCorporate Governance Plan), the Nomination Committee (or, inits absence, the Board) is required to prepare a Board skills matrixsetting out the mix of skills that the Board currently has (or is lookingto achieve) and to review this at least annually against theCompany's Board skills matrix to ensure the appropriate mix of skillsto discharge its obligations effectively and to add value and toensure the Board has the ability to deal with new and emergingbusiness and governance issues.The Company has a Board skill matrix setting out the mix of skillsand diversity that the Board currently has or is looking to achievein its membership. A copy is available on the Company's website.The Board Charter requires the disclosure of each Board member'squalifications and expertise. Full details as to each Director andsenior executive's relevant skills and experience are available.
(a)	Recommendation 2.3A listed entity should disclose:the names of the Directors considered by theBoard to be independent Directors;	YES	(a)The Board Charter requires the disclosure of the names ofDirectors considered by the Board to be independent. TheBoard considers that Blair Sergeant and Edward Mason areindependent.(b)The Company's Annual Report will disclose the length ofservice of each Director, as at the end of each financialyear.

	RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
(b)(c)	if a Director has an interest, position or relationshipof the type described in Box 2.3 of the ASXCorporateGovernancePrinciplesandRecommendations (4th Edition), but the Board is ofthe opinion that it does not compromise theindependence of the Director, the nature of theinterest, position or relationship in question and anexplanation of why the Board is of that opinion;andthe length of service of each Director
	Recommendation 2.4A majority of the Board of a listed entity should beindependent Directors.	PARTIALLY	The Company's Board Charter requires that, where practical, themajority of the Board should be independent.The Board currently comprises a total of four directors, of whomtwo are considered to be independent. As such, independentdirectors currently comprise exactly 50% of the Board.
	Recommendation 2.5The Chair of the Board of a listed entity should be anindependent Director and, in particular, should not be thesame person as the CEO of the entity.	NO	The Board Charter provides that, where practical, the Chair of theBoard should be an independent Director and should not be theCEO/Managing Director.Mr McNamara, the Chair of the Company, is not an independentDirector because he will have an executive role with theCompany on listing and is also a founder of the Company with asignificant shareholding.It is noted that Mr McNamara is not the CEO or Managing Director.
	Recommendation 2.6A listed entity should have a program for inducting newDirectors and for periodically reviewing whether there is aneed for existing directors to undertake professionaldevelopment to maintain the skills and knowledge neededto perform their role as Directors effectively.	YES	In accordance with the Company's Board Charter, theNominations Committee (or, in its absence, the Board) isresponsible for the approval and review of induction andcontinuing professional development programs and proceduresfor Directors to ensure that they can effectively discharge theirresponsibilities. The Company Secretary is responsible forfacilitating inductions and professional development includingreceiving briefings on material developments in laws, regulationsand accounting standards relevant to the Company.

	RECOMMENDATIONS (4TH EDITION)	COMPLY		EXPLANATION
	Principle 3: Instil a culture of acting lawfully, ethically and responsibly
	Recommendation 3.1A listed entity should articulate and disclose its values.	YES	(a)	The Company and its subsidiary companies (if any) arecommitted to conducting all of its business activities fairly,honestly with a high level of integrity, and in compliancewith all applicable laws, rules and regulations. The Board,management and employees are dedicated to highethical standards and recognise and support theCompany's commitment to compliance with thesestandards.
			(b)	The Company's values are set out in its Code of Conduct(which forms part of the Corporate Governance Plan) andare available on the Company's website. All employeesare given appropriate training on the Company's valuesand senior executives will continually reference suchvalues.
	Recommendation 3.2A listed entity should:	YES	(a)	The Company's Corporate Code of Conduct applies totheCompany'sDirectors,seniorexecutivesand
(a)(b)	have and disclose a code of conduct for itsDirectors, senior executives and employees; andensure that the Board or a committee of the Boardis informed of any material breaches of that code.		(b)	employees.The Company's Corporate Code of Conduct (which formspart of the Company's Corporate Governance Plan) isavailable on the Company's website.Any materialbreaches of the Code of Conduct are reported to theBoard or a committee of the Board.
(a)(a)	Recommendation 3.3A listed entity should:have and disclose a whistleblower policy; andensure that the Board or a committee of the Boardis informed of any material incidents reportedunder that policy.	YES		The Company's Whistleblower Protection Policy (which forms partof the Corporate Governance Plan) is available on theCompany's website. Any material breaches of the WhistleblowerProtection Policy are to be reported to the Board or a committeeof the Board.

RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
Recommendation 3.4A listed entity should:(a)have and disclose an anti-bribery and corruptionpolicy; and(b)ensure that the Board or committee of the Board isinformed of any material breaches of that policy.	YES	The Company's Anti-Bribery and Anti-Corruption Policy (whichforms part of the Corporate Governance Plan) is available on theCompany's website. Any material breaches of the Anti-Briberyand Anti-Corruption Policy are to be reported to the Board or acommittee of the Board.
Principle 4: Safeguard the integrity of corporate reports
Recommendation 4.1The Board of a listed entity should:(a)have an audit committee which:(i)has at least three members, all of whomare non-executive Directors and a majorityof 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 experienceof the 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(b)if it does not have an audit committee, disclosethat fact and the processes it employs thatindependently verify and safeguard the integrity ofits corporate reporting, including the processes forthe appointment and removal of the externalauditor and the rotation of the audit engagementpartner.	PARTIALLY	(a)The Company does not havean Audit and RiskCommittee. The Company's Corporate Governance Plancontains an Audit and Risk Committee Charter thatprovides for the creation of an Audit and Risk Committeewith at least three members, all of whom must be nonexecutive Directors, and majority of the Committee mustbe independent Directors. The Committee must bechaired by an independent Director who is not the Chair.The Company does not have an Audit and Risk Committeeas the Board considers the Company will not currentlybenefit from its establishment,. In accordance with theCompany's Board Charter, the Board carries out the dutiesthat would ordinarily be carried out by the Audit and RiskCommittee under the Audit and Risk Committee Charterincluding the following processes to independently verifythe integrity of the Company's periodic reports which arenot audited or reviewed by an external auditor, as well asthe processes for the appointment and removal of theexternal auditor and the rotation of the audit engagementpartner:(i)the Board devotes time at annual Board meetingsto fulfilling the roles and responsibilities associatedwith maintaining the Company's internal auditfunction and arrangements with external auditors;and

RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
		(ii)all members of the Board are involved in theCompany's audit function to ensure the propermaintenance of the entity and the integrity of allfinancial reporting.
Recommendation 4.2The Board of a listed entity should, before it approves theentity's financial statements for a financial period, receivefrom its CEO and CFO a declaration that the financialrecords of the entity have been properly maintained andthat the financial statements comply with the appropriateaccounting standards and give a true and fair view of thefinancial position and performance of the entity and thatthe opinion has been formed on the basis of a sound systemof risk management and internal control which is operatingeffectively.	PARTIALLY	The Company's Audit and Risk Committee Charter requires theCEO and CFO (or, if none, the person(s) fulfilling those functions)to provide a sign off on these terms.The Company intends to obtain a sign off on these terms for eachof its financial statements in each financial year.
Recommendation 4.3A listed entity should disclose its process to verify theintegrity of any periodic corporate report it releases to themarket that is not audited or reviewed by an externalauditor.Principle 5: Make timely and balanced disclosure	YES	The Company will include in each of its (to the extent that theinformation contained in the following is not audited or reviewedby an external auditor):(a)annual reports or on its website, a description of theprocess it undertakes to verify the integrity of theinformation in its annual directors' report;(b)quarterly reports, or in its annual report or on its website, adescription of the process it undertakes to verify theintegrity of the information in its quarterly reports;(c)integrated reports, or in its annual report (if that is aseparate document to its integrated report) or on itswebsite, a description of the process it undertakes toverify the integrity of the information in its integratedreports; and(d)periodic corporate reports (such as a sustainability or CSRreport), or in its annual report or on its website, adescription of the process it undertakes to verify theintegrity of the information in these reports.

RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
Recommendation 5.1A listed entity should have and disclose a written policy forcomplying with its continuous disclosure obligations underlisting rule 3.1.	YES	(a)The Company's Corporate Governance Plan details theCompany's Continuous Disclosure policy.(b)The Corporate Governance Plan, which incorporates theContinuousDisclosurepolicy,isavailableontheCompany's website.
Recommendation 5.2A listed entity should ensure that its board receives copiesof all material market announcements promptly after theyhave been made.	YES	Under the Company's Continuous Disclosure Policy (which formspart of the Corporate Governance Plan), all members of theBoard will receive material market announcements promptly afterthey have been made.
Recommendation 5.3A listed entity that gives a new and substantive investor oranalyst presentation should release a copy of thepresentation materials on the ASX Market AnnouncementsPlatform ahead of the presentation.	YES	All substantive investor or analyst presentations will be released onthe ASX Markets Announcement Platform ahead of suchpresentations.
Principle 6: Respect the rights of security holders
Recommendation 6.1A listed entity should provide information about itself and itsgovernance to investors via its website.	YES	Information about the Company and its governance is availablein the Corporate Governance Plan which can be found on theCompany's website.
Recommendation 6.2A listed entity should have an investor relations programthat facilitates effective two-way communication withinvestors.	YES	The Company has adopted a Shareholder 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 andis available on the Company's website as part of the Company'sCorporate Governance Plan.
Recommendation 6.3A listed entity should disclose how it facilitates andencourages participation at meetings of security holders.	YES	Shareholders are encouraged to participate at all generalmeetings and AGMs of the Company. Upon the despatch of anynotice of meeting to Shareholders, the Company Secretary shallsend out material stating that all Shareholders are encouraged toparticipate at the meeting.

RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
		All substantive resolutions at securityholder meetings will bedecided by a poll rather than a show of hands.
Recommendation 6.4A listed entity should ensure that all substantive resolutionsat a meeting of security holders are decided by a pollrather than by a show of hands.	YES	All substantive resolutions at securityholder meetings will bedecided by a poll rather than a show of hands.
Recommendation 6.5A listed entity should give security holders the option toreceive communications from, and send communicationsto, the entity and its security registry electronically.	YES	The Shareholder Communication Strategy provides that securityholders can register with the Company to receive emailnotifications when an announcement is made by the Companyto the ASX, including the release of the Annual Report, half yearlyreports and quarterly reports. Links are made available to theCompany's website on which all information provided to the ASXis immediately posted.Shareholders queries should be referred to the CompanySecretary at first instance.
Principle 7: Recognise and manage risk
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	YES	(a)The Company does not have an Audit and RiskCommittee. The Company's Corporate Governance Plancontains an Audit and Risk Committee Charter thatprovides for the creation of an Audit and Risk Committeewith at least three members, all of whom must be nonexecutive Directors, and majority of the Committee mustbe independent Directors. The Committee must bechaired by an independent Director who is not the Chair.A copy of the Corporate Governance Plan is available onthe Company's website.(b)The Company does not have an Audit and Risk Committeeas the Board considers the Company will not currentlybenefit from its establishment. In accordance with theCompany's Board Charter, the Board carries out the dutiesthat would ordinarily be carried out by the Audit and RiskCommittee under the Audit and Risk Committee Charter tooversee the entity's risk management framework.

	RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
(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:	YES	(a)The Audit and Risk Committee Charter requires that theAudit and Risk Committee (or, in its absence, the Board)
(a)	review the entity's risk management framework atleast annually to satisfy itself that it continues to besound and that the entity is operating with dueregard to the risk appetite set by the Board; and		should, at least annually, satisfy itself that the Company'srisk management framework continues to be sound andthat the Company is operating with due regard to the riskappetite set by the Board.
(b)	disclose in relation to each reporting period,whether such a review has taken place.		(b)The Company's Corporate Governance Plan requires theCompany to disclose at least annually whether such areview of the Company's risk management framework hastaken place.
	Recommendation 7.3		(a)The Audit and Risk Committee Charter provides for the
	A listed entity should disclose:	YES	Audit and Risk Committee to monitor and periodicallyreview the need for an internal audit function, as well as
(a)	if it has an internal audit function, how the functionis structured and what role it performs; or		assessing the performance and objectivity of any internalaudit procedures that may be in place. The Company has
(b)	if it does not have an internal audit function, thatfact and the processes it employs for evaluatingand continually improving the effectiveness of itsgovernance,riskmanagementandinternalcontrol processes.		an internal audit function.
	Recommendation 7.4		The Audit and Risk Committee Charter requires the Audit and Risk
	A listed entity should disclose whether it has any materialexposure to environmental or social risks and, if it does, howit manages or intends to manage those risks.	YES	Committee (or, in its absence, the Board) to assist managementto determine whether the Company has any potential orapparent exposure to environmental or social risks and, if it does,put in place management systems, practices and procedures tomanage those risks.
			The Company's Corporate Governance Plan requires theCompany to disclose whether it has any potential or apparentexposure to environmental or social risks and, if it does, put inplace management systems, practices and procedures tomanage those risk.

RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
		Where the Company does not have material exposure toenvironmental or social risks, report the basis for that determinationto the Board, and where appropriate benchmark the Company'senvironmental or social risk profile against its peers.
		The Company will disclose this information in its Annual Report/onthe Company's website as part of its continuous disclosureobligations.
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,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 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.	YES	(a)The Company does not have a Remuneration Committee.The Company's Corporate Governance Plan contains aRemuneration Committee Charter that provides for thecreation of a Remuneration Committee (if it is consideredit will benefit the Company), with at least three members,a majority of whom are be independent Directors, andwhich must be chaired by an independent Director.(b)The Company does not have a Remuneration Committeeas the Board considers the Company will not currentlybenefit from its establishment. In accordance with theCompany's Board Charter, the Board carries out the dutiesthat would ordinarily be carried out by the RemunerationCommittee under the Remuneration Committee Charterincluding the devotion of time at the annual Boardmeeting assess and set the level and composition ofremuneration for Directors and senior executives andensuring that such remuneration is appropriate and notexcessive.

RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
Recommendation 8.2A listed entity should separately disclose its policies andpractices regarding the remuneration of non-executiveDirectors and the remuneration of executive Directors andother senior executives.	YES	The Company's Corporate Governance Plan requires the Boardto disclose its policies and practices regarding the remunerationof Directors and senior executives, which is disclosed in theremuneration report contained in the Company's Annual Reportas well as being disclosed on the Company's website.
Recommendation 8.3A listed entity which has an equity-based remunerationscheme should:(a)have a policy on whether participants arepermitted to enter into transactions (whetherthrough the use of derivatives or otherwise) whichlimit the economic risk of participating in thescheme; and(b)disclose that policy or a summary of it.	N/A	(a)TheCompanydoesnothaveanequity-basedremuneration scheme. The Company does not have apolicy on whether participants are permitted to enter intotransactions (whether through the use of derivatives orotherwise) which limit the economic risk of participating inthe scheme.
Additional recommendations that apply only in certain cases
Recommendation 9.1A listed entity with a director who does not speak thelanguage in which board or security holder meetings areheld or key corporate documents are written shoulddisclose the processes it has in place to ensure the directorunderstands and can contribute to the discussions at thosemeetings and understands and can discharge theirobligations in relation to those documents.	N/A	The Company does not currently have a Director who does notspeak the language in which board or security holder meetingsare held.However, as set out in the Company's Board Charter (which formspart of the Corporate Governance Plan), should the Companyhave a non-English speaking Director, the Company will translateall key corporate documents into the language that this Directorspeaks. In addition, a translator will be present for all Board andShareholder meetings.
Recommendation 9.2A listed entity established outside Australia should ensurethat meetings of security holders are held at a reasonableplace and time.	N/A	The Company is established within Australia.
Recommendation 9.3	N/A	The Company is established within Australia.

RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
A listed entity established outside Australia, and anexternally managed listed entity that has an AGM, shouldensure that its external auditor attends its AGM and isavailable to answer questions from security holders relevantto the audit.