S2 RESOURCES LTD — Governance Information 2017

Sep 19, 2017

Corporate Governance Statement

Financial Year ending 30 June 2017

This statement describes the corporate governance practices of S2 Resources Limited (S2 or the Company) as at 5 September 2017.

The Company was admitted to the Official List of the Australian Securities Exchange (ASX) on 19 October 2015. As part of the Company's application for admission to the Official List of ASX, the Company prepared a Corporate Governance Statement, disclosing the extent to which the Company would comply with the 3rd Edition of the ASX Corporate Governance Council Principles and Recommendations (Recommendations) and, if any Recommendations were not to be complied with, the reasons for non-compliance.

The Board of Directors of the Company (Board) remains committed to achieving high standards of corporate governance. The Board considers that an effective corporate governance regime is integral to the culture of the Company. The Board acknowledges that the adoption of certain Recommendations is still not appropriate or practical for the Company, given the size, scale and nature of its operations and this is only the Company's second reporting period as a listed entity. Where the Company is not currently in compliance with a Recommendation, the Company has provided an explanation and information in relation to the alternative governance practices the Company has in place. The Company regularly reviews its corporate governance practices to ensure that they are adequate and remain appropriate for the Company's circumstances.

Charters and policies referred to in this Corporate Governance Statement are available on S2's website within the "Company" section, under "Corporate Governance".

Corporate Governance Compliance

This statement is current as at 5 September 2017 and has been approved by the Board.

The Company's main corporate governance policies and practices are summarised in the table below.

Copies of the Company's Constitution and the Board's formal charter (Board Charter), Audit & Risk Committee Charter, Remuneration & Nomination Committee Charter and policies referred to in this Corporate Governance Statement are available in the "Corporate Governance" section of the Company's website at www.[s2resources.com.au.](http://www.s2resources.com.au/)

ASX RECOMMENDATION	COMMENT	COMPLIANCE
	PRINCIPLE 1: LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
ASX Recommendation 1.1: A listed entity should disclose:(a)the respective roles and responsibilities of its board andmanagement; and(b)those matters expressly reserved to the board andthose delegated to management.	The Board has adoptedthe Board Charter, whichsets outthe respectivefunctions and responsibilities of the Board and management.Under theBoard Charter, the Board is responsible for all matters relating to therunning of the Company and, more specifically, all matters relating to thepolicies, practices, management and operations of the Company. Thosematters that the Board is responsible for(and which cannot be delegatedto management) include:	✓
	•Directors acquiring or selling shares of the Company;•issuing shares of the Company;•acquiring, selling or otherwise disposing of property in excess of theamount set out in the Company's approval matrix;•founding, acquiring or selling subsidiaries of or any company within theCompany, participating in other companies or dissolving or selling theCompany's participation in other companies (including project jointventures);•acquiring or selling patent rights, rights in registered trademarks,licences or other intellectual property rights of the Company;•founding, dissolving or relocating branch offices or other offices, plantsand facilities;•starting new business activities, terminating existing business activitiesor initiating major changes to the field of the Company's businessactivities;•approving and/or altering the annual business plan (including financialplanning)for the Company or any part of the Company;•taking or granting loans which exceed the amount set out in theCompany's approval matrix;•granting securities of any type;•granting loans to Company officers or employees and taking overguarantees for the Company's officers and employees;•entering into agreements for recurring, voluntary, or additional social

ASX RECOMMENDATION	COMMENT	COMPLIANCE
	benefits, superannuation agreements or agreements for general wageand salary increases;•determining the total amount of bonuses and gratuities for Companyofficers and employees;•determining the appointment, termination, prolongation ofemployment or amendment to conditions of employment of membersof the Board; and•granting or revoking a power of attorney or limited authority to signand/or act on behalf of the Company.
	The detail of some Board functions is handled through Board Committees.As at the date of this Corporate Governance Statement,the Company hadestablished an Audit and Risk Committee and a Remuneration andNomination Committee.However, the Board as a whole is responsible fordetermining the extent of powers residing in each Board Committee and isultimately responsible for accepting, modifying or rejecting BoardCommittee recommendations.
	The Board has delegated the Managing Director / CEO of the Companyresponsibilityfor the effective leadership and day-to-day operations andadministration of the Company.
	The Board Charter sets out further information about the responsibilities ofthe Board as a whole, the Chair, the Company Secretary, individualDirectors and senior executives.
	Copies of the Board Charter, the Audit and Risk Committee Charter and theRemuneration and Nomination Committee Charterare available atwww.s2resources.com.au.
ASX Recommendation 1.2: A listed entity should:(a)undertake appropriate checks before appointing aperson, or putting forward to security holders acandidate for election as a director; and(b)provide security holders with all material information in	The Board Charter requires the Boardto undertake appropriatebackground checks prior to nominating a candidatefor election or reelectionas a Director. The Remuneration and Nomination Committee isresponsible for undertaking these background searches, reviewing theresults and providing recommendations to the Board based on the results.	✓

ASX RECOMMENDATION	COMMENT	COMPLIANCE
its possession relevant to a decision on whether or notto elect or re-elect a director.	All material information relevant to the election or re-election of a directorwill beprovided to the Company's shareholders in the form of a Notice ofMeeting (and accompanying explanatory memorandum) for anygeneralmeeting at whichthe election or re-election of a directoris proposed.
ASX Recommendation 1.3: A listed entity should have a writtenagreement with each director and senior executive setting outthe terms of their appointment.	Under theBoard Charter, the Company must have awritten agreementwith eachDirectorand senior executiveof the Company, setting out theterms of their appointment.	✓
	As at thedate of this Corporate Governance Statement:•S2's IndependentNon-Executive Directors, Jeff Dowling and GreyEgerton-Warburtoneach havea letter of appointment;•S2's Executive Directors,Mark Bennett and Anna Neuling(see Notebelow), each have an executive servicesagreement; and•the following senior management personnel have employment orservice agreements with S2:-Company Secretary, Tony Walsh-Chief Financial Officer, Su-Mei Chan;-General Manager –Exploration, John Bartlett; and-General Manager –Sweden, Andy Thompson.
	Other than as mentioned above, the Companydoes not currently employany other senior executives.Note: Anna Neuling was an Executive Directorup to the end of December2016 and at year end is currently a Non-Executive Director while she is onapproximately 12 months parentalleavefrom her executiveresponsibilities.
ASX Recommendation 1.4: The company secretary of a listedentity should be accountable directly to the board, through thechair, on all matters to do with the proper functioning of theboard.	The Company Secretary has primary responsibility for ensuring that theBoard processes and procedures run efficiently and effectively. The BoardCharterstates that "The Company Secretary is accountable to the Board,through the Chairman, on all governance matters and reports directly tothe Chairman as the representative of the Board".	✓

ASX RECOMMENDATION			COMMENT	COMPLIANCE
ASX Recommendation 1.5: A listed entity should:(a)have a diversity policy which includes requirements forthe board or a relevant committee of the board to setmeasurable objectives for achieving gender diversityand to assess annually both the objectives and the		entity's progress in achieving them;	The Company strives to foster a culture that encourages diversity in thecomposition of the Company's Directors, executives and employees. Dueto the size of the Company,and the number of executivesand employeesitemploys, the Company has not yet established a formal diversity policyorset any measurable objectivesfor achieving gender diversity in accordancewith Recommendation1.5 at this time.	X
(b)disclose that policy or a summary of it; and(c)disclose as at the end of each reporting period themeasurable objectives for achieving gender diversity setby the board or a relevant committee of the board inaccordance with the entity's diversity policy and itsprogress towards achieving them, and either:(i)the respective proportions of men and women onthe board, in senior executive positions andacross the whole organisation (including how theentity has defined "senior executive"for these		purposes); or	The Company currently comprises of the following percentage of females:•25% of the Board;•50% of Executive Directors(see Note below);•33%of senior management (where "senior management" is defined asDirectors of the Company and any employees reporting directly to the1Managing Directoror Executive Director);and•36% of the Company'stotal workforce.The proportion of females on the Board, employed as Non-ExecutiveDirectors, in senior management positions and in the Company's totalworkforceare outlined in theCompany's 2017Annual Report.	Note: TheCompany hasprovided thedisclosure thatcomplies withparagraph(c)(1)
	(ii)	if the entity is a "relevant employer"under theWorkplace Gender Equality Act, the entity's mostrecent "Gender Equality Indicators", as defined inand published under that Act.	Note: Anna Neuling was an Executive Directorup to the end of December2016 and at year end is currently a Non-Executive Director while she is onapproximately 12 months parental leave from her executiveresponsibilities.
ASX Recommendation 1.6: A listed entity should:(a)have and disclose a process for periodically evaluatingthe performanceof the board, its committees andindividual directors; and			The Board Charter sets outthe process for evaluating the Board, itscommittees and individual directors, which involves an annual selfassessment of the ongoing development and improvement of the Board's(and individual Directors') performance.	✓
(b)disclose, in relation to each reporting period, whether aperformance evaluation		was undertaken in the	Whilst no formal performance evaluations have taken place as at the dateof this corporate governance statement, the Company is constantly

ASX RECOMMENDATION		COMMENT	COMPLIANCE
	reporting period in accordance with that process.	reviewing the performance of the Company, the board's performance andassessing the Company's asset mix. Duringthe year the Companycompleted an organizational review and following this review hasrationalized its exploration andbusiness development teams. Employees'perfromance have been reviewed. For the second year in a row,employees' salaries have remained unchanged.
		The Company continuesto perform formal and informalevaluations inaccordance with the process set out in the Board Charter in the financialyear ended June 2018. Details of the performance evaluations that will beundertaken by the end of the 2018financial yearwill be set out in theCompany's2018Annual Report.
		A copy of the Board Charter is available in the "Corporate Governance"section of the Company's website at www.s2resources.com.au.
ASX Recommendation 1.7:A listed entity should:(a)have and disclosea process for periodically evaluatingthe performance of its senior executives; and(b)disclose, in relation to each reporting period, whether aperformance evaluation was undertaken in thereporting period in accordance with that process.		The Board Charter sets out the process for evaluating its senior executives'performanceon an annual basis. The Board Charter requires the seniorexecutives to establish a set of performance targets. These targets arealigned to overall business goals and the Company's requirements of theposition. In the case of the Managing Director / CEO, these targets arenegotiated between the Managing Director / CEO and the Board andapproved by the whole Board.	✓
		An informal assessment of progress is carried out throughout the year. Afull evaluation of an executive's performance takes place annually.
		The Companyhasperformedinformal evaluations in accordance with theprocess set out in the Board Charter forthis financial year. The informalevaluation process wasperformed for the year ended June 2017.Since the2016 Corporate Governance statement, the Companyhas restructured itsexploration, business development and corporate functions, reducing itsongoing administration and corporate costs.
		Details of the performance evaluations that will be undertaken by the endof the current financial year will be set out in the Company's 2018Annual

		ASX RECOMMENDATION	COMMENT	COMPLIANCE
			Report.A copy of the Board Charter is available in the"CorporateGovernance"section of the Company's website at www.s2resources.com.au.
			PRINCIPLE 2: STRUCTURE THE BOARD TO ADD VALUE
(a)(b)	have(i)(ii)(iii)(iv)(v)	ASX Recommendation 2.1: The board of a listed entity should:a nomination committee which:has at least three members, a majority of whomare independent directors; andis chaired by an independent director, anddisclose:the charter of the committee;the members of the committee; andas at the end of each reporting period, thenumber of times the committee met throughoutthe period and the individual attendances of themembers at those meetings; orif it does not have a nomination committee, disclosethat fact and the processes it employs to address boardsuccession issues and to ensure that the board has theappropriate balance of skills, knowledge, experience,independence and diversity to enable it to discharge itsduties and responsibilities effectively.	The Boardhas established a Remuneration and Nomination Committee.The purpose of the Remuneration and Nomination committee is to assistthe Board by making recommendations in respect of:•the composition, performance and effectiveness of the Board; and•the Company's remuneration policy.Once the size and scale of the Company's activities, and therefore the sizeof the Board, permit, the Remuneration and Nomination Committee willconsist of only non-executive directors, a majority of whom will beindependent (as assessed by the Board in accordance with the BoardCharter), in compliance with Recommendation2.1(a). At present, theCommittee will comprise a majority of independent non-executivedirectors and one Non-Executive Directorwho is not independent, and ischaired by an independent director.The Board has adopted a charter with respect to the Remuneration andNomination Committee, which sets out the role and responsibilities of theRemuneration and Nomination Committee and the authority delegated bythe Board to the Remuneration and Nomination Committee.The Board, with the assistance of the Remuneration and NominationCommittee,is responsible for ensuring that the appropriate balance ofskills, knowledge, experience, independence and diversity are representedon the Board, inpart by utilising the Board skills matrix(as set out in theBoard Charter)as part ofthe procedure for the nomination of persons for	✓
			election or re-election as Directors.The Board will continue to review its framework and practices in thisregard to ensure they remain appropriate to the Company's circumstances.

	ASX RECOMMENDATION	COMMENT				COMPLIANCE
ASX Recommendation 2.2: A listed entity should have anddisclose a board skills matrix setting out the mix of skills anddiversity that the board currently has or is looking to achieve inits membership.		The Board Charter incorporates aBoard skills matrix, which liststhefollowing areas of knowledge as required by the Board as a whole:•geology;•health, safety and environment;•commercial;•legal;•corporate governance;•communications;•accounting and finance.		✓
		The Board believes that having a diverse mix of experience, gender andculture across the Board leads to better outcomes for the Company andthe Company's shareholders.
ASX Recommendation 2.3: A listed entity should disclose:		As at the date of this Corporate Governance Statement, the Board
(a)	the names of the directors considered by the board tobe independent directors;	consisted of:Name	Role	Independent?	Date	✓
(b)	if a director has an interest, position, association orrelationship of the type described in Box 2.3 but theboard is of the opinion thatit does not compromise theindependence of the director, the nature of the interest,position, association or relationship in question and anexplanation of why the board is of that opinion; and	Jeff Dowling	Non-ExecutiveChairman	Yes	appointedMay 2015
		Mark Bennett	ManagingDirector / CEO	No	May 2015
		Anna Neuling(see Note)	Non-ExecutiveDirector	No	May 2015
(c)	the length of service of each director.	Grey EgertonWarburton	Non-ExecutiveDirector	Yes	April 2016
		executive responsibilities.	Note: Anna Neuling was an Executive Director	December 2016 and at year end is currently a Non-Executive Directorwhile she is on approximately 12 months parental leave from her	up to the end of

ASX RECOMMENDATION	COMMENT	COMPLIANCE
ASX Recommendation 2.4: A majority of the board of a listedentity should be independent directors.	As set out in the table above, since April 2016, the Board has consisted of:•twoIndependent Non-Executive Directors(Jeff Dowlingand GreyEgerton-Warburton); and•twoDirectorswho were Executive Directorsduring the year(MarkBennett and Anna Neuling).Anna Neuling was an Executive Director upto the end of December 2016 and at year end is currently a NonExecutive Director.	
	Under the Board Charter, the Board's policy is that, at a time when the sizeof the Company and its activities warrants such a structure (in the opinionof the Board, from time to time),the Board will consist of a majority ofindependent, non-executive Directors. Mr.Grey Egerton-Warburton wasappointed to the Board in April 2016 as an Independent Non-Executivedirector, such that the Board now comprises 50% independent directors(compared with 33% on listingin October 2015). Going forward, theCompany willreview the composition of the Board periodically to ensureits size and compositionremains appropriate to the Company'scircumstances.
	In addition, the Board Charter states that each Director is expected toexercise considered and independent judgment on all matters beforethem. To assist with this, the Companyprovideseach Director withaccessto independent professional advice on such matters. Prior to seekingindependent professional advice, a Director must inform the Chair (who isindependent) about the nature of the opinion or information sought, thereason for the advice the terms of reference of the advice and theestimated cost. Board approval must be sought if costs are likely to exceed$10,000.

ASX RECOMMENDATION	COMMENT	COMPLIANCE
ASX Recommendation 2.5: The chair of the board of a listedentity should be an independent director and, in particular,should not be the same person as the CEO of the entity.	The role of Chairmanand CEO are not exercised by the same person. JeffDowling is the Chairman, and Mark Bennett is the Managing Director / andCEO of the Company.	✓
	Jeff Dowling (the Chairman) is considered by the Board to be independent.
ASX Recommendation 2.6: A listed entity should have aprogram for inducting new directors and provide appropriateprofessional development opportunities for directors todevelop and maintain the skills and knowledge needed toperform their role as directors effectively.	The Board Charterrequires that allnew directors go through an inductionprocess which includes meeting with key executives, tours of the premises(including site), an induction package and presentations. The BoardCharter also provides for continuing professional education programsandrequires each Director to undertake at least 2 days of professionaldevelopment each year. This reflects the Company's commitment to thecontinuing development of its Directors and executives.	✓
	PRINCIPLE 3: PROMOTE ETHICAL AND RESPONSIBLE DECISION-MAKING
ASX Recommendation 3.1: A listed entity should:(a)have a code of conduct for its directors, seniorexecutives and employees; and(b)disclose that code or a summary of it.	The Company fostersa governance culture where all employees areexpected not onlytocomply with their legal obligations, but alsotoactethically and responsibly. The Company is committed to integrity and fairdealing in its business affairs and recognises its duty of care to allemployees, clients and stakeholders in this regard.	
	Given the size of the Company's operations,and the number of employeesand officers currently employed by the Company, the Board does notconsider it appropriate to establisha formal code of conduct in respect ofall employeesat this time. However, the Company has established a codeof conduct that applies to Directors and senior executives of the Companyas part of the Board Charter. This code of conduct sets out the principlescovering appropriate conduct and the minimum standard of behaviourexpected from Directors and senior executives.
	The Board has also adopted a Securities Trading Policy, which sets out theCompany's policy on trading of the Company's securities by key

		ASX RECOMMENDATION	COMMENT	COMPLIANCE
			Copiesof the Board Charter and the Company's Securities Trading Policyare available in the "Corporate Governance"section of the Company'swebsite atwww.s2resources.com.au.
			PRINCIPLE 4: SAFEGUARD INTEGRITY IN CORPORATE REPORTING
		ASX Recommendation 4.1: The board of a listed entity should;	The Board has established an Audit and Risk Committee.The purpose of
(a)	(i)	have an audit committee which;has a least three members, all of whom are non	the Audit and Risk Committee is to, among other things, assist the Board inthe effective discharge of its responsibilities for financial and corporatereporting and audit matters.	✓
		executive directors and a majority of whom areindependent directors; and	Once the size and scale of the Company's activities, and therefore the sizeof the Board, permit, the Audit and Risk Committee will consist of only
	(ii)	is chaired by an independent director, who is notthe chair of the board,	non-executive directors, a majority of whom will be independent (asassessed by the Board in accordance with the Board Charter), in
	(iii)	and disclose;	compliance with Recommendation 4.1(a). At present, the Committee willcomprise a majority of independent non-executive directors and one Non
	(iv)	the charter of the committee;	Executive Directorwho is not independent.
	(v)	the relevant qualifications and experience of themembers of committee; and	The chairman of the Audit and Risk Committee is an independent director(as assessed by the Board in accordance with the Board Charter), who is
	(vi)	in relation to each reporting period, the number	not the chair of the Board.
		of times the committee met throughout the	The Board has adopted a charter with respect to the Audit and Risk
		period and the individual attendances of themembers at those meetings; or	Committee, which setsout the role and responsibilitiesof the audit andRisk Committee and the authority delegated by the Board to the Audit and
(b)		if it does not have an audit committee disclose that fact	Risk Committee.
		and the processes it employs that independently verifyand safeguard the integrity of its corporate reporting,	The ultimate responsibility for the Company's financial statements restswith the Board.
		including the processes for the appointment, andremoval of the external auditor and the rotation of theaudit engagement partner.	The Board, with the assistance of the Audit and Risk Committee,will reviewthe Company's financial statements and reports, focusing on (among otherthings) any changes in accounting policies and practices, significantadjustments and compliance with accounting policies and standards and

ASX RECOMMENDATION	COMMENT	COMPLIANCE
	legal requirements.The Board has appointed BDO Audit (WA) Pty Ltdas its external auditor.The BoardCharter requires that the Boardwill annually review theappointment of the external auditor, itsindependence, the audit fee and
	any matters regarding itsresignation or dismissal(with the assistance ofthe Audit and Risk Committee). The Audit and Risk Committeeisalsoresponsible for(among other things)meeting with the external auditor atleast twice in each financial year, ensuring that no managementrestrictions are being placed on the external auditor,reviewing theadequacy of accounting and financial controls together with theimplementation of any recommendations of the external auditor inrelation to those, and reviewingthe external auditor's management letterand management's response.
	The Board Charter also sets out the Company's policy in relation to rotationof the audit engagement partner and the S2 Constitutionsets out theprocess for appointing and removingtheexternal auditor.
	Copiesof the S2 ConstitutionandBoard Charter are available in the"Corporate Governance"section of the Company's website atwww.s2resources.com.au.
	Note: Committee member, Anna Neuling was an Executive Director up tothe end of December 2016 and at year end is currently a Non-ExecutiveDirector while she is on approximately 12 months parental leave from herexecutive responsibilities.
ASX Recommendation 4.2: The board of alisted entity should,before it approves the entity's financial statements for afinancial period, received from its CEO and CFO a declarationthat, in their opinion, the financial records of the entity have	Underthe Board Charter,the Board must receive a declaration from theManaging Director / CEO and CFO of the nature described inRecommendation 4.2 prior to the Board approvingany ofthe Company'sfinancial statements.	✓
been properly maintained and that the financialstatementscomply with the appropriate accounting standards and give atrue and fair view of the financial position and performance ofthe entity and that the opinion has been formed on the basis of	The Board has receiveddeclarations from the Managing Director / CEO andCFO in respect of itsfinancial statements in respect to all financial periodduring the financial year ended30 June 2017.

ASX RECOMMENDATION	COMMENT	COMPLIANCE
a sound system of risk management and internal control whichis operation effectively.
ASX Recommendation 4.3: A listed entity that has an AGMshould ensure that it external auditors attend its AGM and isavailable to answer questions from security holders relevant tothe audit.	As set out in the Board Charter, it is the Company's policy that its externalauditor attends the Company's AGM and is available to answer questionsfrom shareholders in relation to its audit.	✓
	PRINCIPLE 5: MAKE TIMELY AND BALANCED DISCLOSURE
ASX Recommendation 5.1: A listed entity should:(a)have a written policy for complying with its continuousdisclosure obligations under the Listing Rules; and(b)disclose that policy or a summary of it.	The Board recognises that, as a company listed on ASX, the Company isrequired to comply withthe ASX Listing Rules which (among other things)requires a listed entity,subject to certain exceptions,to disclose to ASXimmediately any information concerning it that a reasonable person wouldexpect to have a material effect on the price or value of its securities. TheCompany is committed to complying with its continuous disclosureobligations, so that investors have equal and timely access to materialinformation concerning the Company.Given the size of the Company and the number of employees currentlyemployed by the Company, the Board does not consider it appropriate toestablish a formal written policy in relation to the Company's continuousdisclosure policies at this time.The Company has a clear authority matrix and internal procedure that	✓
	ensure ASX announcements and any information concerning the Companythat a reasonable person would expect to have a material effect on theprice or value of the entity' securities, are released toASXin compliancewith its ASX and Corporations Law obligations.
	PRINCIPLE 6: RESPECT THE RIGHTS OF SHAREHOLDERS
ASX Recommendation 6.1: A listed entity should provideinformation about itself and its governance to investors via itswebsite.	The Company has a website, that is accessibleat:www.s2resources.com.au.This website contains information about theCompany's corporate governance measures,includinglinks tothe S2Constitution,Board Charterand Securities Trading Policy.	✓

ASX RECOMMENDATION	COMMENT	COMPLIANCE
The website also containsfurther information about the Company,including: strategy and projects,compositionand profiles of the Board andsenior executives, annual reports and financial statements, ASXannouncements and notices of meeting.
ASX Recommendation 6.2: A listed entity should design andThe Board aims to ensure that shareholders are informed of all majorimplement an investor relations program to facilitate effectivedevelopments affecting the Company.two-way communications with investors.The Company keeps investors informed through its website,www.s2resources.com.au, which containsinformation on the Company,the Board and the corporate governance policies and procedures.Investors will alsobe able toaccess copies of the Company's financialreports, ASX announcements and notices of meetingon its website.		✓
ASX Recommendation 6.3: A listed entity should disclose thepolicies and procedures it has in place to facilitate andencourage participation at meetings of security holders.	The Company encourages shareholders to attend and ask questions atannual general meetings and general meetings. As set out in the BoardCharter, it is the Company's policy that its external auditor attends theCompany's AGM and is available to answer questions from shareholders inrelation to its audit. The Company continues to review and reassess theneed for a formal shareholder communications strategy.	✓
ASX Recommendation 6.4: A listed entity should give securityholders the option to receive communication from and sendcommunications to, the entity and its security registryelectronically.	The Companyprovidesinformation through its website to enableshareholders to email the Company,and to receive Companyannouncements by email.The Company's share registry, Computershare Investor Services,also offersservices to shareholders through an online service available onits website.The Computershare contact details are available through the "ShareRegistryService"page on the Company website:www.s2resources.com.au/investor-registry.php	✓
PRINCIPLE 7: RECOGNISE AND MANAGE RISK
ASX Recommendation 7.1: The board of a listed entity should:(a)have a committee or committees to oversee risk, eachof which:	The Board has established anAudit and Risk Committee.The purpose of the Audit and Risk Committee is to, among other things,assist the Board in the effective discharge of its responsibilities for risk	✓

ASX RECOMMENDATION			COMMENT	COMPLIANCE
(b)	(i)(ii)(iii)(iv)(v)framework.	has at least three members, a majority of whomare independent directors; andis chaired by an independent director,and disclose:the charter of the committee;the members of the committee; andas at the end of each reporting period, thenumberoftimesthecommitteemetthroughout the period and the individualattendances of the members at those meetings;orif it does not have a risk committee or committees thatsatisfy (a) above, disclose that fact and the processes itemploys for overseeing the entity's risk management	management and compliance.Once the size and scale of the Company's activities, and therefore the sizeof the Board, permit, the Audit and Risk Committee will consist of onlynon-executive directors, a majority of whom will be independent (asassessed by the Board in accordance with the Board Charter), incompliance with Recommendation 7.1(a). At present, the Committee willcomprise a majority of independent non-executive directors and one NonExecutive Directorwho is not independent,and is chaired by anindependent director.The Board has adopted a charter with respect to the Audit and RiskCommittee, which sets out the role and responsibilities of the audit andRisk Committee and the authority delegated by the Board to the Audit andRisk Committee. The Company is committed to the identification,monitoring and management of risks associated with its business activities.Under the Board Charter, the Board, with the assistance of the Audit andRisk Committee,is responsible for overseeing, reviewing and ensuring theintegrity and effectiveness of the Company's risk and compliance systems.The risk management systems coveroperational, financial and compliancerisks.Note: Committee member, Anna Neuling was an Executive Director up tothe end of December 2016 and at year end is currently a Non-ExecutiveDirector while she is on approximately 12 months parental leave from her
(a)	board should:	ASX Recommendation 7.2: The board or a committee of thereview the entity's risk management framework at leastannually to satisfy itself that it continues to be sound;	executive responsibilities.Under the Board Charter, the Board, with the assistance of the Audit andRisk Committee,is responsible for reviewing all major strategies andpurchases for their impact on the risks facing the Company.The Company, via the Audit and Risk Committee,undertakes an annual	✓
(b)	and	disclose, in relation to each reporting period, whethersuch a review has taken place.	review of the effectiveness of its risk management framework andoperations to update its risk profile,which normally occurs in conjunctionwith the strategic planning process.

	ASX RECOMMENDATION	COMMENT	COMPLIANCE
		The Company conducteda review of its risk management frameworkduring the financial yearand hasestablishedthe Audit and RiskCommittee.Copies of the charter of the Audit and Risk Committee are available in the"Corporate Governance" section of S2's website:www.s2resources.com.au.
(a)(b)	ASX Recommendation 7.3: A listed entity should disclose:if it has an internal audit function, how the function isstructured and what role it performs; orif it does not have an internal audit function, that factand the processes it employs for evaluating andcontinually improving the effectiveness of its riskmanagement and internal control processes.	The Company does not employ an internal audit function at this time, andthe Board considers that this approach is appropriate for a company of S2'ssize and the nature of its operations. The Board has established an Auditand Risk Committee which will assist the Board in reviewing the Company'srequirement for an internal audit function periodically.Under the Board Charter, responsibility for undertaking and assessing riskmanagement and internal control effectiveness is delegated to theMD /CEO. The MD/ CEO is required to assess risk management and associatedinternal compliance and control procedures and reportto the Boardvia theAudit and Risk Committeeon whether any risks are being managedineffectively.	✓
ASX Recommendation 7.4: A listed entity should disclosewhether it has any material exposure to economic,environmental and social sustainability risks, and if it does, howit manages or intends to manage those risks		The Boardhas identified areas of risks that have the potential to havematerial adverse impact on the Company's business, including:•operational;•environmental;•insurance;•litigation;•financial;•treasury and finance; and•compliance.	✓

ASX RECOMMENDATION	COMMENT		COMPLIANCE
	Area of Risk	Details
	Security oftenure andnecessaryapprovals	There is a risk that the necessary land use approvals(including, in respect of any native title rights andcultural heritage sites)and environmental permits maynot be obtained, granted or renewed, or may beobtained, granted or renewed on terms not satisfactoryto S2, or may be obtained, granted or renewed but notwithin the timeframes anticipated by S2.
	Operatinghistory	S2 does not currently conduct mining productionoperations. There can be no assurance that it can bringany of its other future projects into production oroperate any such project profitably.
		While the Company aims to generate working capitalthrough future mining operations, there is no assurancethat the Company will be capable of producing positivecash flow on a consistent basis or that any such fundswill be available for further exploration anddevelopment programs.
	Future capitalrequirements	There can also be no assurance that the Company willbe able to obtain additional equity financing whenrequired on acceptable terms.
		Although the Company believes that additional capitalcan be obtained, no assurance can be made thatappropriate capital or funding, ifand when needed, willbe available on terms acceptable to S2. If S2 is unableto obtain additional financing as needed, it may berequired to reduce, delay or suspend its operations andthis could have a material adverse effect on its activities.
	Reliance on keypersonnel andemployees	Retaining and recruiting personnel is critical to theCompany's success and growth prospects. If S2 cannotretain and attract qualified personnel it could adversely

ASX RECOMMENDATION	COMMENT	COMPLIANCE
	affect S2'scurrent exploration program and its futuregrowth plans.The Audit and Risk Committee established by the Board is responsible foroverseeing and monitoring, by receiving reports from management, theestablishment and maintenance, by management, of processes to ensurethere is a process to identify and manage any material exposure toeconomic, environmental and social sustainability risks.
PRINCIPLE 8: REMUNERATE FAIRLY AND RESPONSIBLYASX Recommendation 8.1: The board of a listed entity should:The Board hasestablisheda Remuneration and Nomination Committee.The purpose of the Remuneration and Nomination committee is to assist(a)have a remuneration committee which:the Board by making recommendations in respect of:(i)has at least three members, a majority of whom•the composition, performance and effectiveness of the Board; andare independent directors; and•the Company's remuneration policy.(ii)is chaired by an independent director,Once the size and scale of the Company's activities, and therefore the sizeand disclose:of the Board, permit, the Remuneration and Nomination Committee willconsist of only non-executive directors, a majority of whom will be(i)the charter of the committee;independent (as assessed by the Board in accordance with the Board(ii)the members of the committee; andCharter), in compliance with Recommendation 8.1. At present, theCommittee will comprise a majority of independent non-executive(iii)as at the end of eachreporting period, thedirectors and one Non-Executive Director who is not independent, andisnumberoftimesthecommitteemetchaired by an independent director.throughout the period and the individualattendances of the members at those meetings;The Board has adopted a charter with respect to the Remuneration andorNomination Committee, which sets out the role and responsibilities of theRemuneration and Nomination Committee and the authority delegated by(b)if it does not have a remuneration committee, disclosethe Board to the Remuneration and Nomination Committee.that fact and the processes it employs for setting thelevel and composition of remunerationfor directors andCopies of the Board Charter and the Remuneration and Nominationsenior executives and ensuring that such remunerationCommittee Charter areavailable in the "Corporate Governance"section ofis appropriate and not excessive.the Company's website atwww.s2resources.com.au.		✓

ASX RECOMMENDATION	COMMENT
	the end of December 2016 and at year end is currently a Non-ExecutiveDirector while she is on approximately 12 months parental leave from herexecutive responsibilities.
ASX Recommendation 8.2: A listed entity should separatelydisclose its policies and practices regarding the remuneration ofnon-executive directors and the remuneration of executivedirectors and other senior executives.	The objective of the Group's non-executive and executive rewardframework is to ensure reward for performance is competitive andappropriate for the results delivered. The framework is designed to alignexecutive reward with achievement of strategic objectives and the creationof value forshareholders, and conforms to market best practice fordelivery of reward. The Board ensures that executive reward satisfies thefollowing key criteria for good reward governance practices:	✓
	(i)competitiveness and reasonableness;
	(ii)aligns shareholdersand executive interests;
	(iii)performance based and aligned to the successful achievement ofstrategic and tactical business objectives; and
	(iv)transparency.
	Mr.Jeff Dowlingand Mr.Grey Egerton-Warburton areeachpaid a fixedannual cash fee for their servicesto the Company asNon-ExecutiveDirectors.Since becoming a Non-Executive Director, Ms.Anna Neuling hasbeenpaid a fixed annual fee for her services to the Company asNonExecutive Director.
	Executives of the Company(being Executive Directors and other seniorexecutives)typically receive remuneration comprising an appropriatebalance of:
	•fixed remuneration (including a base salary component and other fixedbenefits based on the terms of their employment agreements withtheCompany);and
	•performance-based remuneration (such as the ability to participate inthe Company's long-termincentive plan).

ASX RECOMMENDATION	COMMENT	COMPLIANCE
	In addition to cash based remuneration, to preserve the Company's cash,to align with market practices of peer companies and to provide acompetitive total remuneration package, the Board introduced a long-termincentive ("LTI") plan to motivate and reward executives and non-executivedirectors. The LTI is provided as options over ordinary shares of theCompany under the rules of the Employee Share Option Plan and theDirectors Option Plan as approved in September 2015.
	The quantum offered under the LTI is determined by the Remuneration &Nomination Committee using a comparisonto a peer group of companiessimilar to S2 Resources Ltd in terms of market capitalisation and sector.The peer group were ASX listed companies in the Materials sector with amarket capitalisation of $25-$150 million that issued options in relation tothe FY 2016 and FY 2017.Directors can only participate in the LTI if priorshareholder approval is received.
	Details of the remuneration of Directors and senior executives areoutlinedin the Company's 2017Annual Report.
ASX Recommendation 8.3: A listed entity which has an equitybased remuneration scheme should:	The Company currently has threeequity-based remuneration schemes;one for directors, another for employees and another for service providers.	✓
(a)have a policy on whether participants are permitted toenter into transactions (whether through the use ofderivatives or otherwise) which limit the economic riskof participating in the scheme; and	The key terms of these incentive plans, as well as initial offers under theseplans were disclosed in the Demerger Scheme Bookletand released to ASXin October 2015.
(b)disclose that policy or a summary of it.

Rules 4.7.3 and 4.10.31

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Introduced 01/07/14 Amended 02/11/15

Name of entity
S2 Resources Ltd
ABN / ARBN	Financial year ended:
18 606 128 090	June 2017

Our corporate governance statement2 for the above period above can be found at:3

☐ These pages of our annual report:

✓ This URL on our website: http://www.s2resources.com.au/corporate-governance

The Corporate Governance Statement is accurate and up to date as at 5 September 2017 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.

Date: 15 September 2017

Name of Director or Secretary authorising lodgement: Tony Walsh

1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of rule 4.10.3.

2 "Corporate governance statement" is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

3 Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity's corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.

Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes "OR" at the end of the selection and you delete the other options, you can also, if you wish, delete the "OR" at the end of the selection.

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation			We have followed the recommendation in full for the whole of theperiod above. We have disclosed …	We have NOT followed the recommendation in full for the wholeof the period above. We have disclosed …4
	PRINCIPLE 1 –	LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1		A listed entity should disclose:	… the fact that we follow this recommendation:
	(a)	the respective roles and responsibilities of its board andmanagement; and	✓in our Corporate Governance Statement
	(b)	those matters expressly reserved to the board and thosedelegated to management.
1.2		A listed entity should:	… the factthat we follow this recommendation:
	(a)	undertake appropriate checks before appointing a person, orputting forward to security holders a candidate for election,as a director; and	✓in our Corporate Governance Statement
	(b)	provide security holders with all material information in itspossession relevant to a decision on whether or not to elector re-elect a director.
1.3		A listed entity should have a written agreement with each director	… the fact that we follow this recommendation:
		and senior executive setting out the terms of their appointment.	✓in our Corporate Governance Statement
1.4		The company secretary of a listed entity should be accountabledirectly to the board, through the chair, on all matters to do with theproper functioning of the board.	… the fact that we follow this recommendation:✓in our Corporate Governance Statement

4 If you have followed all of the Council's recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

+ See chapter 19 for defined terms

		Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of theperiod above. We have disclosed …	We have NOT followed the recommendation in full for the wholeof the period above. We have disclosed …4
1.5	(a)(b)(c)	A listed entity should:have a diversity policy which includes requirements for theboard or a relevant committee of the board tosetmeasurable objectives for achieving gender diversity and toassess annually both the objectives and the entity's progressin achieving them;disclose that policy or a summaryof it; anddisclose as at the end of each reporting period themeasurable objectives for achieving gender diversity set bythe board or a relevant committee of the board in accordancewith the entity's diversity policy and its progress towardsachieving them and either:(1)the respective proportions of men and women on theboard, in senior executive positions and across thewhole organisation (including how the entity has defined"senior executive" for these purposes); or(2)if the entity is a "relevant employer" under the WorkplaceGender Equality Act, the entity's most recent "GenderEquality Indicators", as defined in and published under	… the fact that we provide the disclosurethat complies withparagraph(c)(1):✓in our Corporate Governance Statement	the fact that we have a diversity policy that complies withparagraph(a)and therefore don't comply with paragraph (b):✓an explanationwhy that is so in our Corporate GovernanceStatement
1.6		that Act.A listed entity should:	… the evaluationprocess referred to in paragraph (a):
	(a)(b)	have and disclose a process for periodically evaluating theperformance of the board, its committees and individualdirectors; anddisclose, in relation to each reporting period, whether aperformance evaluation was undertaken in the reporting	✓in our Corporate Governance Statement
		period in accordance with that process.
1.7	(a)(b)	A listed entity should:have and disclose a process for periodically evaluating theperformance of its senior executives; anddisclose, in relation to each reporting period, whether aperformance evaluation was undertaken in the reportingperiod in accordance with that process.	… the evaluationprocess referred to in paragraph (a):✓in our Corporate Governance Statement

Corporate Governance Council recommendation		We have followed the recommendation in full for the whole of theperiod above. We have disclosed …	We have NOT followed the recommendation in full for the wholeof the period above. We have disclosed …4
PRINCIPLE 2 -	STRUCTURE THE BOARD TO ADDVALUE
2.1	The board of a listed entity should:(a)have a nomination committee which:(1)has at least three members, a majority of whom areindependent directors; and(2)is chaired by an independent director,anddisclose:(3)the charter of the committee;(4)the members of the committee; and(5)as at the end of each reporting period, the number oftimes the committee met throughout the period andthe individual attendances of the members at thosemeetings; or(b)if it does not have a nomination committee, disclose thatfact and the processes it employs to address boardsuccession issues and to ensure that the board has theappropriate balance of skills, knowledge, experience,independence and diversity to enable it to discharge itsduties and responsibilities effectively.	If the entity complies with paragraph (a):… the fact that we have a nomination committee that complies withparagraphs (1) and (2):✓in our Corporate Governance Statement…The complies with paragraph(3) and a copy of the charter of thecommittee:is on our websiteThe information referred to in paragraphs (4) and (5)is:✓in our Corporate Governance Statement
2.2	A listed entity should have and disclose a board skills matrixsetting out the mix of skills and diversity that the board currentlyhas or is looking to achieve in its membership.	… our boardskills matrix:✓in our Corporate Governance Statement
2.3	A listed entity should disclose:(a)the names of the directors considered by the board to beindependent directors;(b)if a director has an interest, position, association orrelationship of the type described in Box2.3 but the boardis of the opinion that it does not compromise theindependence of the director, the nature of the interest,position, association or relationship in question and anexplanation of why the board is of that opinion; and(c)the length of service of each director.	… the names of the directors considered by the board to beindependentdirectors:✓in our Corporate Governance Statement… and, where applicable, the information referred to in paragraph (b):✓in our Corporate Governance Statement… and the length of service of each director:✓in our Corporate Governance Statement

Corporate Governance Council recommendation		We have followed the recommendation in full for the whole of theperiod above. We have disclosed …	We have NOT followed the recommendation in full for the wholeof the period above. We have disclosed …4
2.4	A majority of the board of a listed entity should be independentdirectors.		✓an explanationwhy that is so in our Corporate GovernanceStatement
2.5	The chair of the board of a listed entity should be an independentdirector and, in particular, should not be the same person as theCEO of the entity.	… the fact thatwe follow this recommendation:✓in our Corporate Governance Statement
2.6	A listed entity should have a program for inducting new directorsand provide appropriate professional development opportunitiesfor directors to develop and maintain the skills and knowledgeneeded to perform their role as directors effectively.	… the factthat we follow this recommendation:✓in our Corporate Governance Statement
PRINCIPLE 3 –ACT ETHICALLY ANDRESPONSIBLY
3.1	A listed entity should:(a)have a code of conduct for its directors, senior executivesand employees; and(b)disclose that code or a summary of it.		✓an explanationwhy that is soin our Corporate GovernanceStatement

Corporate Governance Council recommendation		We have followed the recommendation in full for the whole of theperiod above. We have disclosed …	We have NOT followed the recommendation in full for the wholeof the period above. We have disclosed …4
PRINCIPLE 4 –	SAFEGUARD INTEGRITY IN CORPORATE REPORTING
4.1	The board of a listed entity should:(a)have an audit committee which:(1)has at least three members, all of whom are nonexecutive directors and a majority of whom areindependent directors; and(2)is chaired by an independent director, who is not thechair of the board,and disclose:(3)the charter of the committee;(4)the relevant qualifications and experience of themembers of the committee; and(5)in relation to each reporting period, the number oftimes the committee met throughout the period andthe individual attendances of the members at thosemeetings; or(b)if it does not have an audit committee, disclose that factand the processes it employs that independently verify andsafeguard the integrity of its corporate reporting, includingthe processes for the appointment and removal of theexternal auditor and the rotation of the audit engagementpartner.	If the entity complies with paragraph (a):… the fact that we have an audit committee that complies withparagraphs (1) and (2):✓in our Corporate Governance StatementParagraph (3) : Acopy of thecommitteecharteris on our website.and the information referred to in paragraphs (4) and (5)✓in the 2017 Audit Annual Accounts in the Directors ReportIf the entity complies with paragraph (b):✓This information is included in committee charter, a copy ofwhichis on our website
4.2	The board of a listed entity should, before it approves the entity'sfinancial statements for a financial period, receive from its CEOand CFO a declaration that, in their opinion, the financial recordsof the entity have been properly maintained and that the financialstatements comply with the appropriate accounting standardsand give a true and fair view of the financial position andperformance of the entity and that the opinion has been formedon the basis of a sound system of risk management and internalcontrol which is operating effectively.	… the fact that we follow this recommendation:✓in our Corporate Governance Statement
4.3	A listed entity that has an AGM should ensure that its externalauditor attends its AGM and is available to answer questionsfrom security holders relevant to the audit.	… the fact thatwe follow this recommendation:✓in our Corporate Governance Statement

Corporate Governance Council recommendation		We have followed the recommendation in full for the whole of theperiod above. We have disclosed …	We have NOT followed the recommendation in full for the wholeof the period above. We have disclosed …4
PRINCIPLE 5 –	MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should:(a)have a written policy for complying with its continuousdisclosure obligations under the Listing Rules; and(b)disclose that policy or a summary of it.	The Company's authority matrix and internal procedure for ASXannouncementsis summarised✓in our Corporate Governance Statement
PRINCIPLE 6 –RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information about itself and itsgovernance to investors via its website.	… information about us and our governance on our website:✓at http://www.s2resources.com.au/corporate-governance
6.2	A listed entity should design and implement an investor relationsprogram to facilitate effective two-way communication withinvestors.	… the factthat we follow this recommendation:✓in our Corporate Governance Statement
6.3	A listed entity should disclose the policies and processes it has inplace to facilitate and encourage participation at meetings ofsecurity holders.	… our policies and processes for facilitating and encouragingparticipation at meetings of security holders:✓in our Corporate Governance Statement
6.4	A listed entity should give security holders the optionto receivecommunications from, and send communications to, the entityand its security registry electronically.	… the fact that we follow this recommendation:✓in our Corporate Governance Statement

Corporate Governance Council recommendation		We have followed the recommendation in full for the whole of theperiod above. We have disclosed …	We have NOT followed the recommendation in full for the wholeof the period above. We have disclosed …4
	PRINCIPLE 7 –RECOGNISE AND MANAGE RISK
7.1	The board of a listed entity should:(a)have a committee or committees to oversee risk, each ofwhich:(1)has at least three members, a majority of whom areindependent directors; and(2)is chaired by an independent director,and disclose:(3)the charter of the committee;(4)the members of the committee; and(5)as at the end of each reporting period, the number oftimes the committee met throughout the period andthe individual attendances of the members at thosemeetings; or(b)if it does not have a risk committee or committees thatsatisfy (a) above, disclose that fact and the processes it	If the entity complies with paragraph (a):… the fact that we have a committee or committees to oversee riskthat comply with paragraphs (1) and (2):✓in our Corporate Governance StatementThe entity complies with paragraph:Acopy of the charter of thecommitteeis on our website.The entity complies with the information referred to in paragraphs (4)and (5):✓in our Corporate Governance Statement
	employs for overseeing the entity's risk managementframework.
7.2	The board or a committee of the board should:(a)review the entity's risk management framework at leastannually to satisfy itself that it continues to be sound; and(b)disclose, in relation to each reporting period, whether sucha review has taken place.	… the fact that board or a committee of the board reviews the entity'srisk management framework at least annually to satisfy itself that itcontinues to be sound:✓in our Corporate Governance Statement… and that such a review has taken place in the reporting periodcovered by this Appendix4G:✓in our Corporate Governance Statement
7.3	A listed entity should disclose:(a)if it has an internal audit function, how the function isstructured and what role it performs; or(b)if it does not have an internal audit function, that fact andthe processes it employs for evaluating and continuallyimproving the effectiveness of its risk management andinternal control processes.	Paragraph (a): The entitydoes not have an internal audit functionand✓an explanationwhy that is soin our Corporate GovernanceStatementIf the entity complies with paragraph (b):The fact that we do not havean internal audit function and the processes we employ for evaluatingand continually improving the effectivenessof our risk managementand internal control processes:✓in our Corporate Governance Statement

Corporate Governance Council recommendation		We have followed the recommendation in full for the whole of theperiod above. We have disclosed …	We have NOT followed the recommendation in full for the wholeof the period above. We have disclosed …4
7.4	A listed entity should disclose whether it has any materialexposure to economic, environmental and socialsustainabilityrisks and, if it does, how it manages or intends to manage thoserisks.	… whether we have any material exposure to economic,environmental and social sustainability risks and, if we do, how wemanage or intend to manage those risks:✓in our Corporate Governance Statement

Corporate Governance Council recommendation		We have followed the recommendation in full for the whole of theperiod above. We have disclosed …	We have NOT followed the recommendation in full for the wholeof the period above. We have disclosed …4
	PRINCIPLE 8 –REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should:(a)have a remuneration committee which:(1)has at least three members, a majority of whom areindependent directors; and(2)ischaired by an independent director,and disclose:(3)the charter of the committee;(4)the members of the committee; and(5)as at the end of each reporting period, the number oftimes the committee met throughout the period andthe individual attendances of the members at thosemeetings; or(b)if it does not have a remuneration committee, disclose thatfact and the processes it employs for setting the level andcomposition of remuneration for directors and seniorexecutives and ensuring that such remuneration isappropriate and not excessive.	If the entity complies with paragraph (a):… the fact that we have a remuneration committee that complies withparagraphs (1) and (2):✓in our Corporate Governance StatementComplies with paragraph (3)and a copyof the charter of thecommitteeis on:✓ourwebsite… and the information referred to in paragraph(4)):✓in our Corporate Governance Statement and… and the information referred to in paragraph (5):✓in our 2017 Audited Annual Accounts in the Directors report
8.2	A listed entity should separately disclose its policies andpractices regarding the remuneration of non-executive directorsand the remuneration of executive directors and other seniorexecutives.	… separately our remuneration policies and practices regarding theremuneration of non-executive directors and the remuneration ofexecutive directors and other senior executives:✓in our Corporate Governance Statement
8.3	A listed entity which has an equity-based remuneration schemeshould:(a)have a policy on whether participants are permitted toenter into transactions (whether through the use ofderivatives or otherwise) which limit the economic risk ofparticipating in the scheme; and(b)disclose that policy or a summary of it.	… our policy on thisissue or a summary of it:✓in our Corporate Governance StatementThe Companyhas adopted a Securities Trading Policyand a copy ofthe policy is on:✓ourwebsiteof the Company's website at www.s2resources.com.au.
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES–NOT APPLICABLE