RONIN RESOURCES LTD — Governance Information 2021

Dec 13, 2021

RONIN RESOURCES LTD ACN 625 330 878 (Company)

CORPORATE GOVERNANCE STATEMENT

This Corporate Governance Statement is current as at 7 December 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 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 https://roninresources.com.au/investor/.

RECOMMENDATIONS(4THEDITION)		COMPLY	EXPLANATION
	Principle 1: Lay solid foundations for management and oversight
(a)	Recommendation 1.1A listed entity should have and disclose a boardcharter whichsets out the respective roles andresponsibilities of the Board, the Chairandmanagement,andincludes a description of thosematters expressly reserved to the Boardand thosedelegated to management.	YES	The Company has adopted a Board Charterthat sets out thespecific roles and responsibilities of the Board,the Chairandmanagementand includes a description of those mattersexpressly reserved to the Boardand those delegated tomanagement.

RECOMMENDATIONS(4THEDITION)	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 executiveor putting someoneforward for electionas a Director; and(a)providesecurityholderswithallmaterialinformationin its possessionrelevant to a decisionon whether or not to elect or re-elect a Director.	YES	(a)The Company has guidelines for the appointment andselectionof the Boardand senior executivesin itsCorporate Governance Plan. The Company's NominationCommitteeCharter(inthe 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 requiredto submit their resignation.(b)Under the Nomination CommitteeCharter, all materialinformation relevant to a decision on whether or not toelect or re-elect a Director mustbe provided to securityholders in theNotice of Meeting containing the resolutionto elect or re-elect a Director.
Recommendation 1.3A listed entity should have a written agreement with eachDirectorand senior executive setting out the terms of theirappointment.	YES	The Company's Nomination CommitteeCharter requires theNomination Committee (or, in its absence, the Board) to ensurethat each Director and senior executive ispersonallya party to awritten agreement with the Company which sets out the terms ofthat Director's or senior executive's appointment.The Company has written agreements with each of its Directors.The Company currently does not have any senior executives.

RECOMMENDATIONS(4THEDITION)	COMPLY	EXPLANATION
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	TheBoard Charteroutlinestheroles,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)haveand disclosea 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 toeach reporting period:(i)the measurable objectives set for thatperiod to achievegender 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(B)iftheentityisa"relevantemployer" under the WorkplaceGender Equality Act, theentity'smost recent "Gender EqualityIndicators", as defined in theWorkplace Gender Equality Act.	PARTIALLY	(a)The Company has adopted a Diversity Policywhichprovides 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 Policyallowsthe Board to setmeasurablegender diversity objectives,if considered appropriate, andif any such objectives have been set, to continuallymonitor both the objectivesand theCompany's progressin achieving them.(c)The Board doesnot presently intend to set measurablegender diversity objectives because:(i)the Board doesnot anticipate there willbe a needtoappoint 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;(ii)if it becomesnecessary to appoint any newDirectors or senior executives, the Board willconsider the application of the measurablediversity objectivesand determined whether, giventhe small size of the Company and the Board,requIring specified objectivesto be met will undulylimit the Company from applying the Diversity Policyas a whole and the Company's desire and policy ofappointing the best person for the job;and

RECOMMENDATIONS(4THEDITION)		COMPLY		EXPLANATION
If the entity was in the S&P/ASX 300 Index at thecommencement of the reporting period, the measurableobjective for achieving gender diversity in the compositionof its board should be to have not less than 30% of itsdirectors of each gender within a specified period.			(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 eachfinancial year will bedisclosedin theCompany's Annual Report.
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)disclosefor each reporting period whether aperformance evaluation has beenundertaken inaccordance with that process during or in respectof that period.		YES	(a)(b)Companyperiod.	The Company's Nomination Committee (which is currentlyfulfilled by the full Board) is responsible for evaluating theperformance of the Board, its committeesand individualDirectors on an annual basis. It may do so with the aid ofan independent advisor. The process for this is set outin theCompany's Corporate Governance Plan,which isavailable on the Company's website.The Company's Corporate Governance Plan requires theto disclosewhether or not performanceevaluations were conducted during the relevant reportingThe Company intends to completeperformanceevaluations in respect of the Board, its committees (if any)and individual Directorsfor eachfinancial year inaccordance with theabove process.
(a)(b)	Recommendation 1.7A listed entity should:have and disclose a process for evaluating theperformance of its senior executivesat least onceevery reporting period; anddisclose for each reporting period whether aperformance evaluation has beenundertaken inaccordance with that process during or in respectof that period.	YES	(a)Director.	The Company's Nomination Committee (which is currentlyfulfilled by the full Board) is responsible for evaluating theperformance of the Company's senior executiveson anannual basis. The Company's Remuneration Committee(which is currently fulfilled by the full Board) is responsiblefor evaluating the remuneration of the Company's seniorexecutives on an annual basis. A senior executive, for thesepurposes, means key management personnel (as definedin the Corporations Act) other than a non-executiveThe applicable processesfor these evaluations can befound in the Company's Corporate Governance Plan,which is available on the Company's website.

RECOMMENDATIONS(4THEDITION)	COMPLY	EXPLANATION
		(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 completeperformanceevaluations in respect of the senior executives (if any) foreachfinancial 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 Boardtobe effective andadd value
Recommendation 2.1The Boardof 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(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,knowledge,experience, independence anddiversityto enable it to discharge its duties andresponsibilities effectively.	YES	(a)The Company does not havea Nomination Committee.The Company's Nomination Committee Charter providesfor the creation of a Nomination Committee(if it isconsidered it will benefit the Company), with atleast threemembers,a majority of whom are independent Directors,and which mustbe chaired by an independent Director(b)The Company doesnot have a Nomination Committee asthe Board considersthat the Company will not currentlybenefit from its establishment. In accordance with theCompany's Board Charter, theBoard carries out the dutiesthat would ordinarily be carried out by the NominationCommittee under the Nomination Committee Charter,including the following processes to address successionissues and to ensure the Board has the appropriatebalanceofskills,experience,independenceandknowledge of the entity to enable it to discharge its dutiesand responsibilities effectively:(i)devoting time at least annually to discuss Boardsuccession issues and updating the Company'sBoard skills matrix; and

RECOMMENDATIONS(4THEDITION)	COMPLY	EXPLANATION
		(ii)allBoardmembersbeinginvolvedintheCompany's nomination process, to the maximumextent permitted under the Corporations Act andASX Listing Rules.
Recommendation2.2A listed entity should have and disclose a Boardskillsmatrixsetting out the mix of skills that the Boardcurrently has or islooking to achieve in its membership.	NO	Under the Nomination CommitteeCharter(inthe Company'sCorporate Governance Plan), the Nomination Committee(or, inits absence, the Board)is required to prepare a Board skillsmatrixsetting out the mix of skills that the Board currently has (or is lookingto achieve) and to review this at least annuallyagainst 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 hasnot yet prepared a Board skill matrix, which isintended toset out the mix of skills and diversity that the Boardcurrently has or is looking to achieve in its membership.The Boardintends to prepare this matrix in the coming financial year and willmake a copy availablein the Company's Annual Report.The Board Charter requires the disclosure of each Board member's
		qualifications and expertise. Full details as to each Director andsenior executive's relevant skills and experience are available inthe Company's Annual Reportand on the Company's website.
Recommendation2.3A listed entity should disclose:(a)the names of the Directors considered by theBoard to be independent Directors;	YES	(a)The Board Charter requiresthe disclosure of the names ofDirectors considered by the Board to be independent.TheCompany will disclosethose Directors it considersto beindependent in its Annual Report and on the Company'swebsite.
		(b)The Company will disclosein its Annual Report anyinstances where this applies and an explanation of theBoard's opinionwhy the relevant Director is still consideredto be independent.
		(c)The Company's Annual Reportwill disclose the length ofservice of each Director, as attheend of each financialyear.

RECOMMENDATIONS(4THEDITION)		COMPLY	EXPLANATION
(b)(c)	if a Director has an interest, position or relationshipof the type described in Box 2.3 of the ASXCorporateGovernancePrinciplesandRecommendations(4thEdition), but the Board is ofthe opinion that it does not compromise theindependence of the Director, the nature of theinterest, positionor relationship in question and anexplanation of why the Board is of that opinion;andthe length of service of each Director
	Recommendation 2.4		The Company's Board Charter requires that, where practical, the
A majority of the Board of a listed entity should beindependent Directors.		YES	majority of the Board shouldbe independent.The Board currently comprises a total ofthreedirectors, of whomtwo are considered to be independent. As such, independentdirectors currently do comprise the majority of the Board.
Recommendation 2.5The Chair of the Board of a listed entity should be anindependent Director and, in particular, should not be the		NO	The Board Charter provides that, where practical, the Chairof theBoard should be an independent Directorand should not be theCEO/Managing Director.
	same person as the CEO of the entity.		The Chair of the Company is notan independent Director andacts as an executive of the Company.
			The Board doesnot have an independent Chair because it wasnot feasible due to the company's current size and Boardstructure.
	Recommendation2.6A listed entity should have a program for inducting newDirectors and for periodically reviewing whether there is aneed for existing directors to undertake professionaldevelopment tomaintain the skills and knowledge neededto perform their role asDirectorseffectively.	YES	In accordance with the Company's Board Charter, theNominations Committee (or, inits absence, the Board)isresponsible for the approval and reviewofinductionandcontinuing professional development programs and proceduresforDirectors to ensure that they can effectivelydischarge theirresponsibilities. The Company Secretary is responsible forfacilitating inductions and professional developmentincludingreceiving briefings on material developments in laws, regulationsand accounting standards relevant to the Company.

RECOMMENDATIONS(4THEDITION)		COMPLY	EXPLANATION
Principle 3: Instil a culture of acting lawfully, ethically and responsibly
Recommendation 3.1A listed entity shouldarticulate and disclose its values.		YES	(a)The Company and its subsidiary companies (if any) arecommitted to delivering maximum shareholder value whileconducting all of its business activities fairly, ethically andin compliance with all applicable laws, rules andregulations.(b)The Company's valuesare set out in its Corporate Code ofConduct (which forms part of the Corporate GovernancePlan) and are available on the Company's website. Allemployees are given appropriate training on theCompany's values and senior executives will continuallyreference such values.
(a)(b)	Recommendation 3.2A listed entity should: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 ofthat code.	YES	(a)The Company's Corporate Code of Conduct applies totheCompany'sDirectors,seniorexecutivesandemployees.(b)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.
Recommendation 3.3A listed entity should:(a)have and disclose a whistleblower policy; and(a)ensure that the Board or a committee of the Boardis informed of any material incidents reportedunder that policy.		YES	The Company'sWhistleblower 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.
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'sAnti-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.

RECOMMENDATIONS(4THEDITION)	COMPLY	EXPLANATION
Recommendation 4.2The Boardof 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.	YES	The Company's Audit and Risk Committee Charter requires theCEO and CFO (or, if none, theperson(s) fulfilling those functions)to provide a sign off on these terms.The Company intends to obtaina sign off on these terms for eachof its financial statements in eachfinancial 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.	YES	The Company will includein each of its (to the extent that theinformation contained in the following is not audited or reviewedby an external auditor:(a)annual reports, a description of the process it undertakesto verify the integrity of the information in its annual report;(b)quarterly reports, a description of the process itundertakesto verify the integrity of the information in itsannual report;(c)integrated reports, a description of the process itundertakesto verify the integrity of the information in itsannual report;and(d)periodic corporate reports (such as a sustainability or CSRreport), a description of the process it undertakesto verifythe integrity of the information in its annual report.
Principle 5: Make timely and balanced disclosure
Recommendation 5.1A listed entity shouldhave and disclose a written policy forcomplying with its continuous disclosure obligations underlisting rule 3.1.	YES	(a)The Company'sCorporate Governance Plan details theCompany's Continuous Disclosure policy.(b)The Corporate Governance Plan, which incorporates theContinuousDisclosurepolicy,isavailableontheCompany'swebsite.

RECOMMENDATIONS(4THEDITION)	COMPLY	EXPLANATION
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 theBoardwillreceive 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 theCorporate Governance Plan which can be foundon 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.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 securityholdermeetings will bedecided by a poll rather than a show of hands.

RECOMMENDATIONS(4THEDITION)			COMPLY		EXPLANATION
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
The Board(a)(b)	Recommendation 7.1(i)(ii)and disclose:(iii)(iv)(v)	of a listed entity should:have a committee or committees to oversee risk,each of which:has at least three members, a majority ofwhom are independent Directors; andis chaired by an independent Director,the charter of the committee;the members of the committee; andas 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 risk committee or committeesthat satisfy (a) above, disclose that fact and theprocess it employs for overseeing the entity's riskmanagement framework.	YES	(a)(b)	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.The Company does not have an Audit and Risk Committeeas the Board considersthe 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 oversee the entity's riskmanagement framework:(i)the Board devotes sufficient time at Board meetingsto fulfilling the roles and responsibilities associatedwith overseeing risk and maintaining the entity's riskmanagement framework and associated internalcompliance and control procedures; and

RECOMMENDATIONS(4THEDITION)		COMPLY	EXPLANATION
			(ii)preparing and maintenaning a key risk register aspartoftheCompany'sriskmanagementframework.
The Board(a)(b)	Recommendation 7.2or a committee of the Boardshould:review the entity's risk management framework atleast annually to satisfy itself that it continues to besoundand that the entity is operating with dueregard to the risk appetite set by the Board; anddisclose in relation to each reporting period,whether such a review has taken place.	YES	(a)The Audit and Risk Committee Charter requires that theAudit and Risk Committee (or, in its absence, the Board)should, at least annually, satisfy itself that the Company'srisk management framework continues to be soundandthat the Company is operating with due regard to the riskappetite set by the Board.(b)The Company'sCorporate Governance Plan requires theCompany to disclose at least annually whether suchareview of the Company's risk management framework hastaken place, and disclosure will be made in theCompany's Annual Report.
(a)(b)	Recommendation 7.3A listed entity should disclose:if it has an internal audit function, how the functionis structured and what role it performs; orif it does not have an internal audit function, thatfact and the processesit employs for evaluatingand continually improving the effectiveness of itsgovernance,riskmanagementandinternalcontrol processes.	YES	The Audit and Risk Committee Charterprovides for theAudit andRisk Committee to monitor and periodically review the need foraninternal audit function, as well as assessing the performanceand objectivity of any internal audit procedures that may be inplace.The Company doesnot have an internal audit function.The Company's processes for evaluating and continuallyimproving the effectiveness of its governance, risk managementand internal control processes are managed by the Chair and theCompany Secretary, and as a minimum, comprise an annualreview of the Company's risk register and risk managementframework by the Board or a committee of the Board.
Recommendation 7.4A listed entity should disclose whether it has any materialexposure to environmental orsocial risks and, if it does, howit manages or intends to manage those risks.		YES	The Audit and Risk Committee Charter requires the Audit and RiskCommittee (or, inits absence, the Board) to assist managementtodetermine whether the Company has any potential orapparentexposureto environmental or social risks and, if it does,put in place management systems, practices and procedures tomanage those risks.

RECOMMENDATIONS(4THEDITION)		COMPLY	EXPLANATION
				The Company's Corporate Governance Plan requires theCompany to disclose whether it has any potential or apparentexposureto environmental or social risks and, if it does, put inplace management systems, practices and procedures tomanage those risk.
				Where theCompany does not have material exposuretoenvironmental or social risks, report the basis for that determinationto the Board, and where appropriate benchmark the Company'senvironmental or social riskprofile against its peers.
				The Company will disclosethis information in its Annual Reportandas an ASX Announcement as part ofits continuous disclosureobligationsif necessary.
Principle 8: Remunerate fairly and responsibly
The Board(a)	Recommendation 8.1(i)(ii)and disclose:(iii)(iv)(v)	of a listed entity should:have a remuneration committee which:has at least three members, a majority ofwhom are independent Directors; andis chaired by an independent Director,the charter of the committee;the members of the committee; andas 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 havea 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 arebe independent Directors, andwhich must be chaired by an independent Director.(b)The Company doesnot have a Remuneration Committeeas the Board considersthe 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 following processes to set the level andcomposition of remuneration for Directors and seniorexecutives and ensuring that such remuneration is
(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.			appropriate and not excessive:(i)the Board devotes time at the annual Boardmeeting to assess the level and composition ofremuneration for Directors and senior executives;and

RECOMMENDATIONS(4THEDITION)	COMPLY	EXPLANATION
		(ii)theBoard will engage independent advisors toassist in a review of Board and senior executiveremuneration as considered appropriate.
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 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.	YES	(a)The Company hasan equity-basedremuneration scheme.The Company hasa policy on whether participants arepermitted to enter into transactions (whether through theuse of derivatives or otherwise) which limit the economicrisk of participating in the scheme.(b)A participant must not enter into any arrangements for thepurpose of hedging their economic exposure to a securitywhich has been granted to them through participation inthe scheme.
Additional recommendations that apply only in certain cases
Not applicable