RUBIX RESOURCES LIMITED — Governance Information 2021

Dec 20, 2021

Rubix Resources Limited ACN 649 096 917 (Company)

Corporate Government Statement

This Corporate Government Statement is current as at 13 December 2021 and has been approved by the Board of the Company on that date.

This Corporate Government 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 – 4 th 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 Board Charter and Corporate Governance Plan (Board Charter) 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 Board Charter is available on the Company's website.

Recommendations (4th Edition)	Comply	Explanation
	Principle 1: Lay sold foundations for management and oversight
Recommendation 1.1A listed entity should have and disclose a board chartersetting out:(a)the respective roles and responsibilities of itsBoard and management; and(b)those matters expressly reserved to the Boardand those delegated 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.The Board Charter sets out the specific responsibilities of theBoard, requirements as to the Board's composition, the roles andresponsibilities of the Chair of the Board and Company Secretary,the establishment, operation and management of BoardCommittees, Directors' access to Board papers, details of theBoard's relationship with management, details of the Board'sperformance review and details of the Board's disclosure policy.A copy of the Company's Board Charter 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)provide security holders with all materialinformation in its possession relevant to adecision on whether or not to elect or re-elect aDirector.	Yes	(a)The Company has guidelines for the appointment andselection of the Board and senior executives and Directors inits Board Charter. Further, the Company's Remuneration andNomination Committee Charter requires the Remunerationand Nomination Committee (or, in its absence, the Board) toensure appropriate checks (including checks in respect ofcharacter, experience, education, criminal record andbankruptcy history (as appropriate)) are undertaken beforeappointing a person, or putting forward to security holders acandidate for election, as a Director. In the event of anunsatisfactory check, a Director is required to submit theirresignation.A copy of the Company's Remuneration and NominationCommittee Charter is available on the Company's website.(b)Under the Remuneration and Nomination Committee Charter,the Remuneration and Nomination Committee (or, in itsabsence, the Board) must provide all material information inrelation to a decision on whether or not to elect or re-elect aDirector to security holders.

Recommendations (4th Edition)	Comply	Explanation
Recommendation 1.3	Yes	The Company's Board Charter requires that the Company have a
A listed entity should have a written agreement with		written agreement with each Director and senior executive setting
each Director and senior executive setting out the terms		out the terms of their appointment.
of their appointment.		The Company has written agreements with each of its Directorsand senior executives.
Recommendation 1.4	Yes	The Board Charter outlines the roles, responsibility and
The Company Secretary of a listed entity should be		accountability of the Company Secretary. In accordance with this,
accountable directly to the Board, through the Chair, onall matters to do with the proper functioning of the		the Company Secretary's accountable directly to the Board,through the Chair, on all governance matters and reports directly
Board.		to the Chair as the representative of the Board.
Recommendation 1.5	Partially	(a) The Company has adopted a Diversity Policy which provides
A listed entity should:		a framework for the Company to establish, achieve and
(a)have and discloses a diversity policy;		measure diversity objectives, including in respect of genderdiversity.
(b)through its board or a committee of the board setmeasurable objectives for achieving gender		A copy of the Company's Diversity Policy is available on the
diversity in the composition of its board, senior		Company's website.
executives and workforce generally; and		(b) The Diversity Policy allows the Board to set measurablegender diversity objectives and to continually monitor both the
(c)disclose in relation to each reporting period:		objectives if any have been set and the Company's progress
(i)the measurable objectives set for thatperiod to achieve gender diversity;		in achieving them.
(ii)the entity's progress towards achieving		(c) Given the small size of the Board and the nature of theCompany's operations, the Board does not presently intend to
those objectives; and		set measurable gender diversity objectives because:
(iii)either:		(i)the Board does not anticipate there will be a need to
(A)the respective proportions of menand women on the Board, in senior		appoint any new Directors or senior executives due to thelimited nature of the Company's existing and proposed
executive positions and across the		activities and the Board's view that the existing Directors
whole workforce (including how theentity has defined 'senior executive'		and senior executives have sufficient skill and experience
for these purposes); or		to carry out the Company's plans;(ii)if it becomes necessary to appoint any new Directors or
(B)if the entity is a 'relevant employer'		senior executives, the Board will consider the application
under the Workplace GenderEquality Act, the entity's most		of the measurable diversity objectives and determine
recent 'Gender Equality Indicators',		whether, given the small size of the Company and theBoard, requiring specified objectives to be met will unduly
as defined in and published under		limit the Company from applying the Diversity Policy as a
that Act.If the entity was in the S&P / ASC 300 Index of the		whole and the Company's policy of appointing the bestperson for the job; and
commencement of the reporting period, the measurable		(iii) the respective proportions of men and women on the
objective for achieving gender diversity in the		Board, in senior executive positions and across the whole
composition of its board should be to have not less than30% of its direction of each gender within a specified		organisation (including how the entity has defined 'seniorexecutive' for these purposes) for each financial year will
period.		be disclosed in the Company's Annual Report.
Recommendation 1.6	Yes	(a) The Company's Remuneration and Nomination Committee
A listed entity should:		(or, in its absence, the Board) is responsible for evaluating theperformance of the Board, its committees and individual
(a)have and disclose a process for periodicallyevaluating the performance of the Board, its		Directors on an annual basis. It may do so with the aid of an
committees and individual Directors; and		independent advisor.
(b)disclose for each reporting period whether a		(b) The Company will disclose whether or not performanceevaluations were conducted during the relevant reporting
performance evaluation has been undertaken inaccordance with that process during or in respect		period. As set out in the Remuneration and Nomination
of that period.		Committee Charter, the Company will complete performance
		evaluations in respect of the Board, its committees (if any)and individual Directors for each financial year on an annual
		basis in accordance with the above process.
Recommendation 1.7	Yes	(a) The Company's Board Charter provides that the Company will
A listed entity should:		evaluate the performance of the Company's senior executiveson an annual basis. A senior executive, for these purposes,
(a)have and disclose a process for evaluating theperformance of its senior executives at least		means key management personnel (as defined in the
once every reporting period; and		Corporations Act) other than a non-executive Director.The applicable processes for these evaluations can be found
(b)disclose for each reporting period whether aperformance evaluation has been undertaken in		in the Company's Board Charter.
accordance with that process during or in respect		(b) The Company will disclose whether or not performance
of that period.		evaluations were conducted during the relevant reportingperiod. Under the Board Charter, the Company will complete
		performance evaluations in respect of the senior executives (if
		any) for each financial year in accordance with the applicable
		processes.

	Recommendations (4th Edition)	Comply	Explanation
	Principle 2: Structure the Board to be effective and add value
(a)	Recommendation 2.1The Board of a listed entity should: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 of thosemeetings; or	Partially	(a) The Company does not presently have a NominationCommittee. However, the Company has adopted aRemuneration and Nomination Committee Charter thatprovides for the creation of a Remuneration and NominationCommittee (if it is considered it will benefit the Company), withat least three members, a majority of whom are to beindependent Directors, and which must be chaired by anindependent Director.(b) The Company does not presently have a NominationCommittee as the Board considers that the Company will notcurrently benefit from its establishment. In accordance withthe Company's Board Charter, due to the size and nature ofthe Company, the Board performs the role of the NominationCommittee. When the Board convenes as the NominationCommittee, it carries out the duties that would ordinarily be
(b)	if it does not have a nomination committee,disclose that fact and the processes it employs toaddress Board succession issues and to ensurethat the Board has the appropriate balance ofskills, knowledge, experience, independence andresponsibilities effectively.		carried out by the Nomination Committee as identified in theCompany's Remuneration and Nomination CommitteeCharter. This includes the following processes to addresssuccession issues and to ensure the Board has theappropriate balance of skills, experience, independence andknowledge of the entity to enable it to discharge its duties andresponsibilities effectively:(i)devoting time at least annual to discuss Board successionissues and updating the Company's Board skills matrix;and(ii)all Board members being involved in the Company'snomination process, to the maximum extent permittedunder the Corporations Act and ASX Listing Rules.
	Recommendation 2.2A listed entity should have and disclose a Board skillsmatrix setting out the mix of skills that the Boardcurrently has or is looking to achieve in its membership.	Yes	Under the Remuneration and Nomination Committee Charter, theRemuneration and Nomination Committee (or, in its absence, theBoard) will prepare a Board skills matrix setting out the mix ofskills that the Board currently has (or is looking to achieve) and toreview this periodically to ensure the appropriate mix of skills todischarge 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 skills matrix setting out the mix of skillsand diversity that the Board currently has or is looking to achievein its membership. A copy will be available in the Company'sAnnual Report.Details as to each Director and senior executive's relevant skillsand experience are available in the Company's Annual Report.
(a)(b)(c)	Recommendation 2.3A listed entity should disclose:the names of the Directors considered by theBoard to be independent Directors;if a Director has an interest, position orrelationship of the type described in Box 2.3 ofthe ASC Corporate Governance Principles andRecommendations (4th Edition), but the Board isof the opinion that it does not compromise theindependence of the Director, the nature of theinterest, position or relationship in question andan explanation of why the Board is of thatopinion; andthe length of service of each Director.	Yes	(a) The Company will disclose those Directors it considers to beindependent in its Annual Report and on the Company'swebsite. The Board considers none of the Directors areindependent.(b) The Company will disclose in its Annual Report and theCompany's website any instances where this applies and anexplanation of the Board's opinion why the relevant Director isstill considered to be independent.(c) The Company's Annual Report will disclose the length ofservice of each Director, as at the end of each financial year.

Recommendations (4th Edition)	Comply	Explanation
Recommendation 2.4	No	The Board currently comprises a total of three (3) directors, none
A majority of the Board of a listed entity should be		of whom are considered to be independent.
independent Directors.		The Company's Board Charter provides that the Company's policyis that the majority of Directors shall be independent, nonexecutive Directors at a time when the size of the Company andits activities warrants such a structure.
Recommendation 2.5	No	The Executive Chair of the Board is not an independent Director.
The Chair of the Board of a listed entity should be anindependent Director and, in particular, should not bethe same person as the CEO of the entity.		The Board does not currently consider that the Chair of the Boardshould be an independent Director given the speculative nature ofthe Company's business, the Company's size, and the Company'slimited scale of activities. However, the Board Charter recognisesthat, at a time when the size of the Company and its activitieswarrants such a structure, the Chair of the Board should be anindependent Director and should not be the Managing Director.
Recommendation 2.6	Yes	Under the Remuneration and Nomination Committee Charter, the
A listed entity should have a program for inducting newDirectors and for periodically reviewing whether there is		Remuneration and Nomination Committee (or, in its absence, theBoard) is responsible for the approval and review of induction.
a need for existing directors to undertake professional		The Company will also review the need for any continuing
development to maintain the skills and knowledgeneeded to perform their role as Directors effectively.		professional development programs and procedures for Directorsto ensure that they can effectively discharge their responsibilities.
Principle 3: Instil a culture of acting lawfully, ethically and responsibly
Recommendation 3.1	Yes	The Company is committed to conducting all of its business
A listed entity should articulate and disclose its values.		activities fairly, honestly with a high level of integrity, and incompliance with all applicable laws, rules and regulations. TheBoard, management and employees are dedicated to high ethicalstandards and recognise and support the Company's commitmentto compliance with these standards.The Company's values are set out in its Statement of Values andits Code of Conduct.A copy of the Statement of Values and the Code of Conduct is
		available on the Company's website.
		All employees are given appropriate training on the Company'svalues and senior executives will continually reference suchvalues.
Recommendation 3.2A listed entity should:	Yes	The Company's Code of Conduct applies to the Company'sDirectors, senior executives and employees.
(a)have and disclosed a code of conduct for its		Any material breaches of the Code of Conduct are reported by the
Directors, senior executives and employees; and		Company Secretary to the Board.
(b)ensure that the Board or a committee of theBoard is informed of any material breaches ofthat code.
Recommendation 3.3	Yes	Under the Company's Whistleblower Protection Policy, any
A listed entity should:		material breaches of the Whistleblower Protection Policy are to be
(a)have and disclose a whistleblower policy; and		reported to the Executive Chair and Company Secretary of theBoard.
(b)ensure that the Board or a committee of theBoard is informed of any material breachesreported under that policy.		A copy of the Whistleblower Protection Policy is available on theCompany's website.
Recommendation 3.4	Yes	Under the Company's Anti-Bribery and Anti-Corruption Policy, any
A listed entity should:		suspected breaches of the Anti-Bribery and Anti-Corruption Policy
(a)have and disclosed an anti-bribery andcorruption policy; and		are to be reported to Authorised Officers under the Anti-Briberyand Anti-Corruption Policy.
(b)ensure that the Board or a committee of theBoard is informed of any material breaches ofthat policy.		A copy of the Anti-Bribery and Anti-Corruption Policy is availableon the Company's website.

Recommendations (4th Edition)	Comply	Explanation
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 amajority of whom are independentDirectors; 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 integrityof its corporate reporting, including theprocesses for the appointment and removal ofthe external auditor and the rotation of the auditengagement partner.	Partially	(a)The Company does not presently have an Audit Committee.The Company's Audit and Risk Committee Charter providesfor the creation of an Audit and Risk Committee with at leastthree members, all of whom must be non-executiveDirectors, and majority of the Committee must beindependent Directors. The Committee must be chaired byan independent Director who is not the Chair.A copy of the Audit and Risk Committee Charter is availableon the Company's website.(b)The Company does not presently have an Audit Committeeas the Board consider the Company will not currentlybenefit from its establishment. In accordance with theCompany's Board Charter, due to the size and nature of theCompany, the Board performs the role of the AuditCommittee. When the Board convenes as the AuditCommittee, it carries out the duties that would ordinarily becarried out by the Audit Committee as identified in theCompany's Audit and Risk Committee Charter. Thisincludes the following processes to independently verify theintegrity of the Company's periodic reports which are notaudited or reviewed by an external auditor:(i)the Board devotes time at Board meetings to fulfillingthe roles and responsibilities associated withmaintaining the Company's internal audit functionand arrangements with external auditors; and(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.Further, the Audit and Risk Committee Charter requires thatthe Audit and Risk Committee (or, in its absence, the Board)to review the appointment and removal of the externalauditor.
Recommendation 4.2The Board of a listed entity should, before it approvesthe entity's financial statements for a financial period,receive from its CEO and CFO a declaration that, intheir opinion, the financial records of the entity havebeen properly maintained and that the financialstatements comply with the appropriate accountingstandards and give a true and fair view of the financialposition and performance of the entity and that theopinion has been formed on the basis of a soundsystem of risk management and internal control whichis operating effectively.	Partially	Although the Company does not have a CEO or a CFO, the Chairand Company Secretary will provide a declaration to the Board foreach financial report and assure the Board that such declaration isfounded on a sound system of risk management and internalcontrol and that the system is operating effectively in all materialrespects in relation to financial reporting risks.
Recommendation 4.3A listed entity should disclose its process to verify theintegrity of any periodic corporate report it releases tothe market that is not audited or reviewed by anexternal auditor.	Yes	The Company will include in its annual Corporate GovernanceStatement a description of the process it undertakes to verify theintegrity of the information in period corporate reports (to theextent that the information contained in the reports are not auditedor reviewed by an external auditor).
Principle 5: Make timely and balanced disclosure
Recommendation 5.1A listed entity should have and disclose a written policyfor complying with its continuous disclosure obligationsunder listing rule 3.1.	Yes	The Company's Continuous Disclosure Policy provides how theCompany complies with its continuous disclosure obligationsunder the Corporations Act and the ASX Listing Rules.A copy of the Continuous Disclosure Policy is available on theCompany's website.
Recommendation 5.2A listed entity should ensure that its board receivescopies of all material market announcements promptlyafter they have been made.	Yes	Under the Company's Continuous Disclosure Policy, all membersof the Board will receive material market announcements promptlyafter they have been made.
Recommendation 5.3A listed entity that gives a new and substantive investoror analyst presentation should release a copy of thepresentation materials on the ASX MarketAnnouncements Platform ahead of the presentation.	Yes	Under the Company's Continuous Disclosure Policy, allsubstantive investor or analyst presentations will be released onthe ASX Markets Announcement Platform ahead of suchpresentations.

Recommendations (4th Edition)	Comply	Explanation
Principle 6: Respect the rights of security holders
Recommendation 6.1A listed entity should provide information about itselfand its governance to investors via its website.	Yes	Information about the Company and its governance is available onthe Company's website.
Recommendation 6.2A listed entity should have an investor relationsprogram that facilitates effective two-waycommunication with investors.	Yes	The Company's Shareholder Communications Policy aims topromote and facilitate effective two-way communication withinvestors. The Policy outlines a range of ways in which informationis communicated to shareholders.A copy of the Shareholder Communications Policy is available onthe Company's website.
Recommendation 6.3A listed entity should disclose how it facilitates andencourages participation at meetings of securityholders.	Yes	Security holders are encouraged to participate at all of theCompany's general meetings and Annual General Meetings. Uponthe despatch of any notice of meeting to security holders, theCompany Secretary shall send out material stating that all securityholders encouraged to participate at the meeting.
Recommendation 6.4A listed entity should ensure that all substantiveresolutions at a meeting of security holders are decidedby a poll rather than by a show of hands.	Yes	All substantive resolutions of security holder 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 sendcommunications to, the entity and its security registryelectronically.	Yes	The Company's Shareholder Communications Policy provides thatsecurity holders can register through the Company's share registryto receive notifications from the Company electronically. Links aremade available to the Company's website on which all informationprovided to the ASX is immediately posted.Shareholders queries should be referred to the Company
Principle 7: Recognise and manage risk		Secretary at first instance.
Recommendation 7.1The Board of a listed entity should:(a)have a committee or committees to oversee risk,each of which:(i)has at least three members, a majority ofwhom are independent Directors; and(ii)is chaired by an independent Director,and disclose:(iii)the charter of the committee;(iv)the members of the committee; and(v)as at the end of each reporting period, thenumber of times the committee metthroughout the period and the individualattendances of the members at thosemeetings; or(b)if it does not have a risk committee orcommittees that satisfy (a) above, disclose thatfact and the process it employs for overseeingthe entity's risk management framework.	Partially	(a)The Company does not presently have a Risk Committee.The Company's Audit and Risk Committee Charter providesfor the creation of an Audit and Risk Committee with at leastthree members, all of whom must be non-executiveDirectors, and majority of the Committee must beindependent Directors. The Committee must be chaired byan independent Director who is not the Chair.(b)The Company does not presently have a Risk Committeeas the Board considers that the Company will not currentlybenefit from its establishment. In accordance with theCompany's Board Charter, due to the size and nature of theCompany, the Board performs the role of the RiskCommittee. When the Board convenes as the RiskCommittee, it carries out the duties that would ordinarily becarried out by the Risk Committee as identified in theCompany's Audit and Risk Committee Charter. Thisincludes the processes to oversee the Company's riskmanagement framework. The Board will regularly devotetime at Board meetings to fulfilling the roles andresponsibilities associated with overseeing risk andmaintaining the entity's risk management framework andassociated internal compliance and control procedures.
Recommendation 7.2The Board or a committee of the Board should:(a)review the entity's risk management frameworkat least annually to satisfy itself that it continuesto be sound and that the entity is operating withdue 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.	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 sound and thatthe Company is operating with due regard to the riskappetite set by the Board.(b)The Board Charter provides that the Company will reviewannually its operations to update its risk appetite. TheCompany will disclose at least annually whether such areview of the Company's risk management framework hastaken place.
Recommendation 7.3A listed entity should disclose:(a)if it has an internal audit function, how thefunction is structured and what role it performs;or(b)if it does not have an internal audit function thatfact and the processes it employs for evaluating	No	(a)The Audit and Risk Committee Charter provides for theAudit and Risk Committee to monitor and periodicallyreview the need for an internal audit function, as well asassess the performance and objectivity of any internal auditprocedures that may be in place.(b)The Company does not presently have an internal auditfunction. The Board considered the process employed

Recommendations (4th Edition)	Comply	Explanation
and continually improving the effectiveness of itsgovernance, risk management and internalcontrol processes.		pursuant to the Audit and Risk Committee Charter and RiskManagement Policy are sufficient for evaluating andcontinually improving the effectiveness of its riskmanagement and internal control processes given the sizeand complexity of the current business.A copy of the Risk Management Policy is available on theCompany's website.
Recommendation 7.4A listed entity should disclose whether it has anymaterial exposure to environmental or social risks and,if it does, how it manages or intends to manage thoserisks.	Yes	The Audit and Risk Committee Charter requires the Audit and RiskCommittee (or, in its absence, the Board) to assist management todetermine whether the Company has any potential or apparentexposure to environment or social risks and, if it does, put in placemanagement systems, practices and procedures to manage thoserisks.The Company will disclose in its Annual Report whether it has anypotential or apparent exposure to environmental or social risksand, if it does, put in place management systems, practices andprocedures to manage those risks.
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,disclosure that fact and the processes it employsfor setting the level and composition orremuneration for Directors and senior executivesand ensuring that such remuneration isappropriate and not excessive.	Partially	(a)The Company does not presently have a RemunerationCommittee. The Company's Remuneration and NominationCommittee Charter provides for the creation of aRemuneration and Nomination Committee (if it isconsidered it will benefit the Company), with at least threemembers, a majority of whom are to be independentDirectors, and which must be chaired by an independentDirector.(b)The Company does not presently have a RemunerationCommittee as the Board considers the Company will notcurrently benefit from its establishment. In accordance withthe Company's Board Charter, due to the size and nature ofthe Company, the Board performs the role of theRemuneration Committee. When the Board convenes asthe Remuneration Committee, it carries out the duties thatwould ordinarily be carried out by the RemunerationCommittee as identified in the Company's Remunerationand Nomination Committee Charter. This includes theprocesses to set the level and composition of remunerationfor Directors and senior executives and ensuring that suchremuneration is appropriate and not excessive. The Boardwill devote time at the annual Board meeting to assess thelevel and composition of remuneration for Directors andsenior executives.
Recommendation 8.2A listed entity should separately disclose its policies andpractices regarding the remuneration of non-executiveDirectors and the remuneration of executive Directorsand other senior executives.	Yes	The Company's Board Charter sets out the basis for theremuneration of Directors and senior executives.Further, the Company's Remuneration and Nomination CommitteeCharter sets out the Company's policies and practices regardingthe remuneration of Directors and senior executives.
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)which limit the economic risk or participating inthe scheme; and(b)disclose that policy or a summary of it.	No	The Company has an equity-based remuneration scheme. TheCompany does not have a policy on whether participants arepermitted to enter into transactions (whether through the use ofderivatives or otherwise) which limit the economic risk ofparticipating in the scheme. No securities have been issued underthe scheme as at the date of this statement.
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 meetingsare held or key corporate documents are written shoulddisclose the processes it has in place to ensure thedirector understands and can contribute to thediscussions at those meetings and understands andcan discharge their obligations in relation to thosedocuments.	N/A	The Company is an Australian incorporated entity operating inAustralia. All Board or security holder meetings will be conducted,and all key corporate documents will be written, in English.Should the Company eventually have a non-English speakingDirector, the Company will translate all key corporate documentsfor the benefit of the Director. In addition, the Company canarrange for a translator to be present for all Board and securityholder meetings.

Recommendations (4th Edition)	Comply	Explanation
Recommendation 9.2A listed entity established outside Australia shouldensure that meetings of security holders are held at areasonable place and time.	N/A	The Company is an Australian incorporated entity. In any event, allsecurity holder meetings will be held at a reasonable place andtime for shareholders.
Recommendation 9.3A listed entity established outside Australia, and anexternally managed listed entity that has an AGM,should ensure that its external auditor attends its AGMand is available to answer questions from securityholders relevant to the audit.	N/A	The Company is an Australian incorporated entity and theCompany's auditor has offices based in Australia. The Company'sauditor will attend the Company's Annual General Meeting and willbe available to answer questions from Shareholders in respect ofthe Company's audit.