ROKEBY RESOURCES LIMITED — Governance Information 2021

Sep 29, 2021

INCA MINERALS LIMITED ACN 128 512 907 (Company)

CORPORATE GOVERNANCE STATEMENT

This Corporate Governance Statement is current as at 29 September 2021 and has been approved by the Board of the Company on that date.

This Corporate Governance Statement discloses the extent to which the Company has followed 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 have not been followed for any part of the reporting period have been identified and reasons provided for not following them along with what (if any) alternative governance practices were adopted in lieu of the recommendation during that period.

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 https://www.incaminerals.com.au/corporategovernance/ .

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RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
Principle 1: Lay solid foundations for management and oversight
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Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1 (a) A listed entity should have and disclose a board charter which sets out the respective roles and responsibilities of the Board, the Chair and management, and includes a description of those matters expressly reserved to the Board and those delegated to management.	YES	The Company has adopted a Board Charter that sets out the specific roles and responsibilities of the Board, the Chair and management and includes a description of those matters expressly reserved to the Board and those delegated to management. The Board Charter sets out the specific responsibilities of the Board, requirements as to the Board’s composition, the roles and

ICG Corporate Governance Statement 2021

RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
		responsibilities of the Chairman and Company Secretary, the establishment, operation and management of Board Committees, Directors’ access to Company records and information, details of the Board’s relationship with management, details of the Board’s performance review and details of the Board’s disclosure policy. A copy of the Company’s Board Charter, which is part of the Company’s Corporate Governance Plan, is available on the Company’s website.
Recommendation 1.2 A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a Director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a Director.	YES	(a) The Company has guidelines for the appointment and selection of the Board and senior executives in its Corporate Governance Plan. The Company’s Nomination Committee Charter (in the Company’s Corporate Governance 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 (as appropriate)) are undertaken before appointing a person, or putting forward to security holders a candidate for election, as a Director. In the event of an unsatisfactory check, a proposed Director will not be appointed. (b) Under the Nomination Committee Charter, all material information relevant to a decision on whether or not to elect or re-elect a Director must be provided to security holders in the Notice of Meeting containing the resolution to elect or re-elect a Director.
Recommendation 1.3 A listed entity should have a written agreement with each Director and senior executive setting out the terms of their appointment.	YES	The Company’s Nomination Committee Charter requires the Nomination Committee (or, in its absence, the Board) to ensure that each Director and senior executive is personally a party to a written agreement with the Company which sets out the terms of that Director’s or senior executive’s appointment. The Company has written agreements with each of its Directors and senior executives setting out the terms of their appointment. The Company also has written agreements with each consultant

RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
		responsibilities of the Chairman and Company Secretary, the establishment, operation and management of Board Committees, Directors’ access to Company records and information, details of the Board’s relationship with management, details of the Board’s performance review and details of the Board’s disclosure policy. A copy of the Company’s Board Charter, which is part of the Company’s Corporate Governance Plan, is available on the Company’s website.
Recommendation 1.2 A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a Director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a Director.	YES	(a) The Company has guidelines for the appointment and selection of the Board and senior executives in its Corporate Governance Plan. The Company’s Nomination Committee Charter (in the Company’s Corporate Governance 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 (as appropriate)) are undertaken before appointing a person, or putting forward to security holders a candidate for election, as a Director. In the event of an unsatisfactory check, a proposed Director will not be appointed. (b) Under the Nomination Committee Charter, all material information relevant to a decision on whether or not to elect or re-elect a Director must be provided to security holders in the Notice of Meeting containing the resolution to elect or re-elect a Director.
Recommendation 1.3 A listed entity should have a written agreement with each Director and senior executive setting out the terms of their appointment.	YES	The Company’s Nomination Committee Charter requires the Nomination Committee (or, in its absence, the Board) to ensure that each Director and senior executive is personally a party to a written agreement with the Company which sets out the terms of that Director’s or senior executive’s appointment. The Company has written agreements with each of its Directors and senior executives setting out the terms of their appointment. The Company also has written agreements with each consultant

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RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
engaged by the Company and the nominated person to whom
responsibilities of the consultant and the nominated person are
delegated.
Recommendation 1.4 The Board Charter outlines the roles, responsibility and
The Company Secretary of a listed entity should be YES accountability of the Company Secretary. In accordance with
accountable directly to the Board, through the Chair, on this, the Company Secretary is accountable directly to the
all matters to do with the proper functioning of the Board. Board, through the Chair, on all matters to do with the proper
functioning of the Board.
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engaged by the Company and the nominated person to whom responsibilities of the consultant and the nominated person are delegated.
Recommendation 1.4 The Company Secretary of a listed entity should be accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board. YES The Board Charter outlines the roles, responsibility and accountability of the Company Secretary. In accordance with this, the Company Secretary is accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board.
Recommendation 1.5 A listed entity should: (a) have and disclose a diversity policy; (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and (c) disclose in relation to each reporting period: (i) the measurable objectives set for that period to achieve gender diversity; (ii) the entity’s progress towards achieving those objectives; and (iii) either: (A) the respective proportions of men and women on the Board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or (B) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in the	PARTIALLY	(a) The Company has adopted a Diversity Policy which provides a framework for the Company to establish, achieve and measure diversity objectives, including in respect of gender diversity. The Diversity Policy is available, as part of the Corporate Governance Plan, on the Company’s website. (b) The Diversity Policy allows the Board to set measurable gender diversity objectives, if considered appropriate, and to continually monitor both the objectives if any have been set and the Company’s progress in achieving them. (c) The Board does not presently intend to set measurable gender diversity objectives for the past financial year, because: (i) the Board does not anticipate there will be a need to appoint any new Directors or senior executives due to the limited nature of the Company’s existing and proposed activities and the Board’s view that the existing Directors and senior executives have sufficient skill and experience to carry out the Company’s plans; and (ii) if it becomes necessary to appoint any new Directors or senior executives, the Board will consider the application of the measurable diversity objectives and determine whether, given the small size of the Company and the Board, requiring specified objectectives to be met, will

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RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
Workplace Gender Equality Act. unduly limit the Company from applying the
If the entity was in the S&P / ASX 300 Index at the Diversity Policy as a whole and the Company’s
commencement of the reporting period, the measurable policy of appointing the best person for the job;
objective for achieving gender diversity in the composition and
of its board should be to have not less than 30% of its (iii) the respective proportions of men and women on
directors of each gender within a specified period. the Board, in senior executive positions and across
the whole organisation (including how the entity
has defined “senior executive” for these purposes)
for the past financial year is disclosed as follows.
No women current a poition on the Board or in a
senior management position.
Recommendation 1.6 (a) The Company’s Nomination Committee (or, in its
A listed entity should: YES absence, the Board) is responsible for evaluating the
performance of the Board, its committees and individual
(a) have and disclose a process for periodically
Directors on an annual basis. It may do so with the aid of
evaluating the performance of the Board, its
an independent advisor. The process for this is set out in
committees and individual Directors; and
the Company’s Corporate Governance Plan, which is
(b) disclose for each reporting period whether a
available on the Company’s website.
performance evaluation has been undertaken in
(b) The Company’s Corporate Governance Plan requires the
accordance with that process during or in respect
Company to disclose whether or not performance
of that period.
evaluations were conducted during the relevant
reporting period. The Company has not completed
performance evaluations in respect of the Board, its
committees (if any) and individual Directors for the past
financial year in accordance with the applicable
process.
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• (a) The Company’s Nomination Committee (or, in its absence, the Board) is responsible for evaluating the performance of the Board, its committees and individual Directors on an annual basis. It may do so with the aid of an independent advisor. The process for this is set out in the Company’s Corporate Governance Plan, which is available on the Company’s website.

• (b) The Company’s Corporate Governance Plan requires the Company to disclose whether or not performance evaluations were conducted during the relevant reporting period. The Company has not completed performance evaluations in respect of the Board, its committees (if any) and individual Directors for the past financial year in accordance with the applicable process.

• (a) The Company’s Nomination Committee (or, in its absence, the Board) is responsible for evaluating the performance of the Company’s senior executives on an annual basis. The Company’s Remuneration Committee (or, in its absence, the Board) is responsible for evaluating the remuneration of the Company’s senior executives on an annual basis. A senior executive, for these purposes, means key management personnel (as defined in the Corporations Act) other than a non-executive Director.

Recommendation 1.7

A listed entity should: YES (a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect

RECOMMENDATIONS (4TH EDITION) COMPLY	RECOMMENDATIONS (4TH EDITION) COMPLY	EXPLANATION
of that period.		The applicable processes for these evaluations can be found in the Company’s Corporate Governance Plan, which is available on the Company’s website. (b) The Company’s Corporate Governance Plan requires the Company to disclose whether or not performance evaluations were conducted during the relevant reporting period. The Company has not completed performance evaluations in respect of the senior executives (if any) for each financial year in accordance with the applicable processes.
Principle 2: Structure the Board to be effective and add value
Recommendation 2.1 The Board of a listed entity should: (a) have a nomination committee which: (i) has at least three members, a majority of whom 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, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address Board succession issues and to ensure that the Board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.	PARTIALLY	(a) The Company does not have a Nomination Committee. The Company’s Nomination Committee Charter provides for the creation of a Nomination Committee (if it is considered it will benefit the Company), with at least three members, a majority of whom are independent Directors, and which must be chaired by an independent Director (b) The Company did not have a Nomination Committee for the past financial year as the Board considers that the Company will not currently benefit from its establishment. In accordance with the Company’s Board Charter, the Board carries out the duties that would ordinarily be carried out by the Nomination Committee under the Nomination Committee Charter, including the following processes to address succession issues and to ensure the Board has the appropriate balance of skills, experience, independence and knowledge of the entity to enable it to discharge its duties and responsibilities effectively: (i) devoting time at least annually to discuss Board succession issues and updating the Company’s Board skills matrix; and (ii) all Board members being involved in the Company’s nomination process, to the maximum extent permitted under the Corporations Act and

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RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
ASX Listing Rules.
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RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION	RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION	RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
ASX Listing Rules.
Recommendation 2.2 A listed entity should have and disclose a Board skills matrix setting out the mix of skills that the Board currently has or is looking to achieve in its membership.	PARTIALLY	Under the Nomination Committee Charter (in the Company’s Corporate Governance Plan), the Nomination Committee (or, in its absence, the Board) is required to prepare a Board skills matrix setting out the mix of skills that the Board currently has (or is looking to achieve) and to review this at least annually against the Company’s Board skills matrix to ensure the appropriate mix of skills to discharge its obligations effectively and to add value and to ensure the Board has the ability to deal with new and emerging business and governance issues. The Company provides full details in its Annual Report of each Director’s past and present directorships, and the skills associated with those directorships, and how they provide benefits to the Company. The Board Charter requires the disclosure of each Board member’s qualifications and expertise. Full details as to each Director and senior executive’s relevant skills and experience will be available in the Company’s Annual Report/on the Company’s website. This information is currently available in the Company’s Initial Public Offering Prospectus.

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RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
Recommendation 2.3 (a) The Board Charter requires the disclosure of the names of
A listed entity should disclose: YES Directors considered by the Board to be independent.
The Board considers the following Directors are
(a) the names of the Directors considered by the
independent:
Board to be independent Directors;
- Mr Ross Brown
(b) if a Director has an interest, position or relationship
of the type described in Box 2.3 of the ASX - Dr Jonathan West
Corporate Governance Principles and - Mr Gareth LLoyd
Recommendations (4th Edition), but the Board is (b) The Company has disclosed in its Annual Report and the
of the opinion that it does not compromise the Company’s website any instances where this applies and
independence of the Director, the nature of the an explanation of the Board's opinon why the relevant
interest, position or relationship in question and an Director is still considered to be independent.
explanation of why the Board is of that opinion;
(c) The Company’s Annual Report will disclose the length of
and
service of each Director, as at the end of each financial
(c) the length of service of each Director year.
Recommendation 2.4 The Company’s Board Charter requires that, where practical, the
A majority of the Board of a listed entity should be NO majority of the Board should be independent.
independent Directors. The Board currently comprises of six (6) Directors, of whom three
(3) is considered to be independent. As such, independent
Directors currently do not comprise the majority of the Board.
The Board does not currently consider an independent majority
of the Board to be appropriate given:
(a) the speculative nature of the Company’s business, and its
limited scale of activities, means the Company only
needs, and can only commercially sustain, a Board of six
(6) Directors and one (1) senior executive;
(b) the Company considers it necessary, given its speculative
and small scale activities, to attract and retain suitable
Directors by offering Directors an interest in the Company;
and
(c) the Company considers it appropriate to provide
remuneration to its Directors in the form of securities in
order to conserve its limited cash reserves.
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Recommendation 2.5 The Board Charter provides that, where practical, the Chair of

Recommendation 2.5 The Board Charter provides that, where practical, the Chair of

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RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
The Chair of the Board of a listed entity should be an NO the Board should be an independent Director and should not be
independent Director and, in particular, should not be the the CEO/Managing Director.
same person as the CEO of the entity. The Chair of the Company during the past financial year was not
an independent Director and was not the CEO/Managing
Director.
The Board did not have an independent Chair because it was
not feasible due to the company’s current size and Board
structure.
Recommendation 2.6 In accordance with the Company’s Board Charter, the
A listed entity should have a program for inducting new YES Nominations Committee (or, in its absence, the Board) is
Directors and for periodically reviewing whether there is a responsible for the approval and review of induction and
need for existing directors to undertake professional continuing professional development programs and procedures
development to maintain the skills and knowledge for Directors to ensure that they can effectively discharge their
needed to perform their role as Directors effectively. responsibilities. The Company Secretary is responsible for
facilitating inductions and professional development including
receiving briefings on material developments in laws, regulations
and accounting standards relevant to the Company.
Principle 3: Instil a culture of acting lawfully, ethically and responsibly
Recommendation 3.1 (a) The Company and its subsidiary companies (if any) are
A listed entity should articulate and disclose its values. YES committed to conducting all of its business activities fairly,
honestly with a high level of integrity, and in compliance
with all applicable laws, rules and regulations. The Board,
management and employees are dedicated to high
ethical standards and recognise and support the
Company’s commitment to compliance with these
standards.
(b) The Company’s values are set out in its Code of Conduct
(which forms part of the Corporate Governance Plan)
and are available on the Company’s website. All
employees are given appropriate training on the
Company’s values and senior executives will continually
reference such values.
Recommendation 3.2 YES (a) The Company’s Corporate Code of Conduct applies to
the Company’s Directors, senior executives and
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RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
A listed entity should: (a) have and disclose a code of conduct for its Directors, senior executives and employees; and (b) ensure that the Board or a committee of the Board is informed of any material breaches of that code.		employees. (b) The Company’s Corporate Code of Conduct (which forms part of the Company’s Corporate Governance Plan) is available on the Company’s website. Any material breaches of the Code of Conduct are reported to the Board or a committee of the Board.
Recommendation 3.3 A listed entity should: (a) have and disclose a whistleblower policy; and (a) ensure that the Board or a committee of the Board is informed of any material incidents reported under that policy.	YES	The Company’s Whistleblower Protection Policy (which forms part of the Corporate Governance Plan) is available on the Company’s website. Any material breaches of the Whistleblower Protection Policy are to be reported to the Board or a committee of the Board.
Recommendation 3.4 A listed entity should: (a) have and disclose an anti-bribery and corruption policy; and (b) ensure that the Board or committee of the Board is informed of any material breaches of that policy.	YES	The Company’s Anti-Bribery and Anti-Corruption Policy (which forms part of the Corporate Governance Plan) is available on the Company’s website. Any material breaches of the Anti- Bribery and Anti-Corruption Policy are to be reported to the Board or a committee of the Board.
Principle 4: Safeguard the integrity of corporate reports
Recommendation 4.1 The Board of a listed entity should: (a) have an audit committee which: (i) has at least three members, all of whom are non-executive Directors and a majority of whom are independent Directors; and (ii) is chaired by an independent Director, who is not the Chair of the Board, and disclose: (iii) the charter of the committee;	PARTIALLY	(a) The Company’s Corporate Governance Plan contains an Audit and Risk Committee Charter that provides for the creation of an Audit and Risk Committee with at least three members, all of whom must be non-executive Directors, and majority of the Committee must be independent Directors. The Committee must be chaired by an independent Director who is not the Chair. The Company does not have an Audit and Risk Committee as the Board considers the Company will not currently benefit from its establishment. In accordance with the Company’s Board Charter, the Board carries out the duties that would ordinarily be carried out by the

RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
(iv) the relevant qualifications and experience of the members of the committee; and (v) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.		Audit and Risk Committee under the Audit and Risk Committee Charter including the following processes to independently verify the integrity of the Company’s periodic reports which are not audited or reviewed by an external auditor, as well as the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner: (i) the Board devotes time at annual Board meetings to fulfilling the roles and responsibilities associated with maintaining the Company’s internal audit function and arrangements with external auditors; and (ii) all members of the Board are involved in the Company’s audit function to ensure the proper maintenance of the entity and the integrity of all financial reporting.
Recommendation 4.2 The Board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.	PARTIALLY	The Company’s Audit and Risk Committee Charter requires the CEO and CFO (or, if none, the person(s) fulfilling those functions) to provide a sign off on these terms. The Company has obtained a sign off on these terms for each of its financial statements in the past financial year.
Recommendation 4.3 A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor.	YES	The Company has included in each of its (to the extent that the information contained in the following is not audited or reviewed by an external auditor): (a) annual reports or on its website, a description of the process it undertook to verify the integrity of the information in its annual directors’ report; (b) quarterly reports, or in its annual report or on its website,

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RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
a description of the process it undertook to verify the
integrity of the information in its quarterly reports;
(c) integrated reports, or in its annual report (if that is a
separate document to its integrated report) or on its
website, a description of the process it undertook to
verify the integrity of the information in its integrated
reports; and
(d) periodic corporate reports (such as a sustainability or
CSR report), or in its annual report or on its website, a
description of the process it undertook to verify the
integrity of the information in these reports.
Principle 5: Make timely and balanced disclosure
Recommendation 5.1 (a) The Company’s Corporate Governance Plan details the
A listed entity should have and disclose a written policy for YES Company’s Continuous Disclosure policy.
complying with its continuous disclosure obligations under (b) The Corporate Governance Plan, which incorporates the
listing rule 3.1. Continuous Disclosure policy, is available on the
Company’s website.
Recommendation 5.2 YES Under the Company’s Continuous Disclosure Policy (which forms
A listed entity should ensure that its board receives copies part of the Corporate Governance Plan), all members of the
of all material market announcements promptly after they Board receive material market announcements promptly after
have been made. they have been made.
Recommendation 5.3 YES All substantive investor or analyst presentations will be released
A listed entity that gives a new and substantive investor or on the ASX Markets Announcement Platform ahead of such
analyst presentation should release a copy of the presentations.
presentation materials on the ASX Market Announcements
Platform ahead of the presentation.
Principle 6: Respect the rights of security holders
Recommendation 6.1 Information about the Company and its governance is available
A listed entity should provide information about itself and YES in the Corporate Governance Plan which can be found on the
its governance to investors via its website. Company’s website.
Recommendation 6.2 The Company has adopted a Shareholder Communications
Strategy which aims to promote and facilitate effective two-way
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RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
A listed entity should have an investor relations program that facilitates effective two-way communication with investors.	YES	communication with investors. The Strategy outlines a range of ways in which information is communicated to shareholders and is available on the Company’s website as part of the Company’s Corporate Governance Plan.
Recommendation 6.3 A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.	YES	Shareholders are encouraged to participate at all general meetings and AGMs of the Company. Upon the despatch of any notice of meeting to Shareholders, the Company Secretary shall send out material stating that all Shareholders are encouraged to participate at the meeting.
Recommendation 6.4 A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands.	YES	All substantive resolutions at securityholder meetings will be decided by a poll rather than a show of hands.
Recommendation 6.5 A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	YES	The Shareholder Communication Strategy provides that security holders can register with the Company to receive email notifications when an announcement is made by the Company to the ASX, including the release of the Annual Report, half yearly reports and quarterly reports. Links are made available to the Company’s website on which all information provided to the ASX is immediately posted. Shareholders queries should be referred to the Company Secretary at first instance.

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Principle 7: Recognise and manage risk
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Principle 7: Recognise and manage risk	Principle 7: Recognise and manage risk	Principle 7: Recognise and manage risk
Recommendation 7.1 The 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 of whom 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, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the process it employs for overseeing the entity’s risk management framework.	PARTIALLY	(a) The Company’s Corporate Governance Plan contains an Audit and Risk Committee Charter that provides for the creation of an Audit and Risk Committee with at least three members, all of whom must be non-executive Directors, and majority of the Committee must be independent Directors. The Committee must be chaired by an independent Director who is not the Chair. A copy of the Corporate Governance Plan is available on the Company’s website. (b) The Company does not have an Audit and Risk Committee as the Board considers the Company will not currently benefit from its establishment, and does not currently have one. In accordance with the Company’s Board Charter, the Board carries out the duties that would ordinarily be carried out by the Audit and Risk Committee under the Audit and Risk Committee Charter including the following processes to oversee the entity’s risk management framework: (i) the Board devotes time at quarterly Board meetings to fulfilling the roles and responsibilities associated with overseeing risk and maintaining the entity’s risk management framework and associated internal compliance and control procedures; and (ii) if required, engagement of external, third party experts and advisers where required to ensure the Company’s risk management framework is upheld.

Recommendation 7.2

The Board or a committee of the Board should:

YES

• (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the Board; and

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

Recommendation 7.3

A listed entity should disclose:

• YES

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

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

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YES
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Recommendation 7.4

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

• (a) The Audit and Risk Committee Charter requires that the Audit and Risk Committee (or, in its absence, the Board) should, at least annually, satisfy itself that the Company’s risk management framework continues to be sound and that the Company is operating with due regard to the risk appetite set by the Board.

• (b) The Company’s Corporate Governance Plan requires the Company to disclose at least annually whether such a review of the Company’s risk management framework has taken place.

• (a) Due to the size and nature of the existing Board and the magnitude of the Company’s operations, the Company does not currently have an internal audit function.

• (b) The Audit and Risk Committee Charter provides for the Audit and Risk Committee to monitor and periodically review the need for an internal audit function, as well as assessing the performance and objectivity of any internal audit procedures that may be in place.

The Audit and Risk Committee Charter requires the Audit and Risk Committee (or, in its absence, the Board) to assist management to determine whether the Company has any potential or apparent exposure to environmental or social risks and, if it does, put in place management systems, practices and procedures to manage those risks.

The Company’s Corporate Governance Plan requires the Company to disclose whether it has any potential or apparent exposure to environmental or social risks and, if it does, put in place management systems, practices and procedures to manage those risk.

Where the Company does not have material exposure to environmental or social risks, report the basis for that determination to the Board, and where appropriate benchmark the Company’s environmental or social risk profile against its peers.

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The Company will disclose this information in its Annual Report and as an ASX Announcement in compliance with its continuous dislcousre obligations.

Principle 8: Remunerate fairly and responsibly

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Recommendation 8.1 (a) The Company does not have a Reumuneration
The Board of a listed entity should: PARTIALLY Committee. The Company’s Corporate Governance Plan
contains a Remuneration Committee Charter that
(a) have a remuneration committee which:
provides for the creation of a Remuneration Committee (if
(i) has at least three members, a majority of
it is considered it will benefit the Company), with at least
whom are independent Directors; and
three members, a majority of whom are be independent
(ii) is chaired by an independent Director, Directors, and which must be chaired by an independent
and disclose: Director.
(iii) the charter of the committee; (b) The Company does not have a Remuneration Committee
as the Board did considers that the Company will not
(iv) the members of the committee; and
currently benefit from its establishment. In accordance
(v) as at the end of each reporting period,
with the Company’s Board Charter, the Board carries out
the number of times the committee met
the duties that would ordinarily be carried out by the
throughout the period and the individual Remuneration Committee under the Remuneration
attendances of the members at those
Committee Charter including the following processes to
meetings; or
set the level and composition of remuneration for
(b) if it does not have a remuneration committee, Directors and senior executives and ensuring that such
disclose that fact and the processes it employs for remuneration is appropriate and not excessive:
setting the level and composition of remuneration (i) the Board devotes time at the annual Board
for Directors and senior executives and ensuring
meeting to assess the level and composition of
that such remuneration is appropriate and not
remuneration for Directors and senior executives;
excessive.
(ii) if required, engagement of external advisers to
ensure remuneration for Directors and senior
exectuvies is commensurate with the industry in
which the Company operates, having regard to
the Company’s size and operations.
Recommendation 8.2 The Company’s Corporate Governance Plan requires the Board
A listed entity should separately disclose its policies and YES to disclose its policies and practices regarding the remuneration
practices regarding the remuneration of non-executive of Directors and senior executives, which is disclosed in the
Directors and the remuneration of executive Directors and remuneration report contained in the Company’s Annual Report
other senior executives. as well as being disclosed on the Company’s website.
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Recommendation 8.3

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

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

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

• PARTIALLY

• (a) The Company has an equity-based remuneration scheme. Given the current size of the Company, the Company does not have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme.

• (b) A copy of the Remuneration Committee Charter is contained in the Company’s Corporate Governance Plan which is avaialble on the Company’s website.

Additional recommendations that apply only in certain cases

Recommendation 9.1

A listed entity with a director who does not speak the language in which board or security holder meetings are held or key corporate documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the discussions at those meetings and understands and can discharge their obligations in relation to those documents.

Recommendation 9.2

A listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time.

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The Company engages an interpreter or uses the language skills of one of its’ directors to translate non-English discussions so that each director can understand and discharge their duties appropriately. Key corporate documents are translated as required.

Not applicable.

Recommendation 9.3 Not applicable. A listed entity established outside Australia, and an externally managed listed entity that has an AGM, should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.