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S2 RESOURCES LTD Governance Information 2022

Oct 13, 2022

65745_rns_2022-10-13_7f48873f-a445-47d4-9067-25c2693fa2b8.pdf

Governance Information

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Corporate Governance Statement

Financial Year ending 30 June 2022

This statement describes the corporate governance practices of S2 Resources Limited ( S2 or the Company ) as at 20 September 2022.

The Board has reviewed its current practices in light of the revised ASX Corporate Governance Principles and Recommendations 4th Edition ( Recommendations ).

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 has reviewed its current practices in light of the revised ASX Corporate Governance Principles and Recommendations 4th Edition ( Recommendations ) and 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. 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 20 September 2022 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.

ASX RECOMMENDATION

COMMENT

COMPLIANCE

PRINCIPLE 1: LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

ASX
(a)		 Recommendation 1.1:A listed entity should disclose:
the respective roles and responsibilities of its board
and management; and
(b) those matters expressly reserved to the board and
those delegated to management.

  • The Board has adopted the Board Charter, which sets out the respective functions and responsibilities of the Board and management. Under the Board  Charter, the Board is responsible for all matters relating to the running of the Company and, more specifically, all matters relating to the policies, practices, management and operations of the Company. Those matters that the Board is responsible for (and which cannot be delegated to 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 the amount set out in the Company’s approval matrix;

  • founding, acquiring or selling subsidiaries of or any company within the Company, participating in other companies or dissolving or selling the Company’s participation in other companies (including project joint ventures);

  • 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, plants and facilities;

  • starting new business activities, terminating existing business activities or initiating major changes to the field of the Company’s business activities;

  • approving and/or altering the annual business plan (including financial planning) for the Company or any part of the Company;

  • taking or granting loans which exceed the amount set out in the Company’s approval matrix;

  • granting securities of any type;  granting loans to Company officers or employees and taking over guarantees for the Company’s officers and employees;

  • entering into agreements for recurring, voluntary, or additional social benefits, superannuation agreements or agreements for general wage and salary increases;

  • determining the total amount of bonuses and gratuities for Company officers and employees;

ASX RECOMMENDATION COMMENT COMPLIANCE

determining the appointment, termination, prolongation of employment or
amendment to conditions of employment of members of the Board; and

granting or revoking a power of attorney or limited authority to sign and/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 had
established an Audit and Risk Committee and a Remuneration and Nomination
Committee. However, the Board as a whole is responsible for determining the
extent of powers residing in each Board Committee and is ultimately
responsible for accepting, modifying or rejecting Board Committee
recommendations.
The Board has delegated the Executive Chairman of the Company and CEO
responsibility for the effective leadership and day-to-day operations and
administration of the Company.
The Board Charter sets out further information about the responsibilities of the
Board as a whole, the Chair, the Company Secretary, individual Directors and
senior executives.
Copies of the Board Charter, the Audit and Risk Committee Charter and the
Remuneration and Nomination Committee Charter are available at
www.s2resources.com.au.
ASX Recommendation 1.2:A listed entity should:
(a)
undertake appropriate checks before appointing a
person, or putting forward to security holders a
candidate for election as a director; and
(b)
provide security holders with all material information
in its possession relevant to a decision on whether or
not to elect or re-elect a director.		 The Board Charter requires the Board to undertake appropriate background
checks prior to nominating a candidate for election or re-election as a Director.
The Remuneration and Nomination Committee is responsible for undertaking
these
background
searches,
reviewing
the
results
and
providing
recommendations to the Board based on the results.
All material information relevant to the election or re-election of a director will
be provided to the Company's shareholders in the form of a Notice of Meeting
(and accompanying explanatory memorandum) for any general meeting at
which the election or re-election of a director is proposed.
ASX RECOMMENDATION COMMENT COMPLIANCE
ASX Recommendation 1.3:A listed entity should have a
written agreement with each director and senior executive
setting out the terms of their appointment.		 Under the Board Charter, the Company must have a written agreement with
each Director and senior executive of the Company, setting out the terms of
their appointment.
As at the date of this Corporate Governance Statement:

S2's Independent Non-Executive Director, Jeff Dowling has a letter of
appointment;

S2's Non-Executive Director, Anna Neuling has a letter of appointment; and

S2's Executive Chairman, Mark Bennett has an executive services
agreement.
The Company does not currently employ any other senior executives where
"senior management" is defined as Directors of the Company and any
employees reporting directly to the Executive Chairman
ASX Recommendation 1.4:The company secretary of a
listed entity should be accountable directly to the board,
through the chair, on all matters to do with the proper
functioning of the board.		 The Company Secretary has primary responsibility for ensuring that the Board
processes and procedures run efficiently and effectively. The Board Charter
states that "The Company Secretary is accountable to the Board, through the
Chairman, on all governance matters and reports directly to the Chairman as
the representative of the Board".
ASX Recommendation 1.5:A listed entity should:
(a)
have and disclose a diversity policy;
(b)
through its board or a committee of the board set
measurable objectives for achieving gender diversity
in the composition of its board, senior executives and
workforce generally; and
(c)
disclose in relation to each reporting period:
1)
the measurable objectives set for that
period to achieve gender diversity;
2)
The entity’s progress towards achieving
those objectives and
3)
Either:
(A) the respective proportions of men and		 The Company strives to foster a culture that encourages diversity in the
composition of the Company's Directors, executives and employees. Due to the
size of the Company, and the limited number of executives and employees it
employs, the Company has not yet established a formal diversity policy or set
any measurable objectives for achieving gender diversity in accordance with
Recommendation 1.5 at this time.
The Company currently comprises the following percentage of females:

33% of the Board;

40% of senior management (where "senior management" is defined as
Directors of the Company and any employees reporting directly to the
Executive Chairman); and

40% of the Company's total workforce.		 X
Note:The
Company has
provided the
disclosure that
complies with
paragraph
(c)(1)
ASX RECOMMENDATION COMMENT COMPLIANCE
women on the board, in senior executive
positions
and
across
the
whole
organisation (including how the entity has
defined "senior executive" for these
purposes); or
(B) if the entity is a "relevant employer"
under the Workplace Gender Equality Act,
the entity’s most recent "Gender Equality
Indicators", as defined in and published
under that Act.
ASX Recommendation 1.6:A listed entity should:
(a)
have and disclose a process for periodically evaluating
the performance of the board, its committees and
individual directors; and
(b)
disclose, in relation to each reporting period, whether
a performance evaluation was undertaken in the
reporting period in accordance with that process.		 The Board Charter sets out the process for evaluating the Board, its committees
and individual directors, which involves an annual self-assessment of the
ongoing development and improvement of the Board's (and individual
Directors') performance.
Whilst no formal performance evaluations have taken place as at the date of
this corporate governance statement, the Company is constantly reviewing the
performance of the Company, the board’s performance and assessing the
Company’s asset mix. Employees’ performances have been reviewed. The
Company continues to perform informal evaluations in accordance with the
process set out in the Board Charter in the financial year ended June 2022.
A copy of the Board Charter is available in the "Corporate Governance" section
of the Company's website atwww.s2resources.com.au.
ASX Recommendation 1.7:A listed entity should:
(a)
have and disclose a process for periodically evaluating
the performance of its senior executives; and
(b)
disclose, in relation to each reporting period, whether
a performance evaluation was undertaken in the
reporting period in accordance with that process.		 The Board Charter sets out the process for evaluating its senior executives'
performance on an annual basis. An informal assessment of progress is carried
out throughout the year.
The Company has performed informal evaluations in accordance with the
process set out in the Board Charter for this financial year. The informal
evaluation process was performed for the year ended June 2022.
A copy of the Board Charter is available in the "Corporate Governance" section
of the Company's website atwww.s2resources.com.au.

ASX RECOMMENDATION

COMMENT COMPLIANCE

ASX RECOMMENDATION COMMENT COMPLIANCE
PRINCIPLE 2: STRUCTURE THE BOARD TO ADD VALUE
ASX Recommendation 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 are independent 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
of
times
the
committee
met
throughout the period and the individual
attendances of the members at those
meetings; or
(b)
if it does not have a nomination committee, disclose
that fact and the processes it employs to address
board succession issues and to ensure that the board
hastheappropriate balance of skills, knowledge,
experience, independence and diversity to enable it to
discharge its duties and responsibilities effectively.		 The Board has established a Remuneration and Nomination Committee. The
purpose of the Remuneration and Nomination committee is to assist the 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 size of
the Board, permit, the Remuneration and Nomination Committee will consist
of only non-executive directors, a majority of whom will be independent (as
assessed by the Board in accordance with the Board Charter), in compliance
with Recommendation 2.1(a). At present, the Committee will comprise an
independent non-executive director and one Executive Director who is not
independent, and it is chaired by an independent director.
The Board has adopted a charter with respect to the Remuneration and
Nomination Committee, which sets out the role and responsibilities of the
Remuneration and Nomination Committee and the authority delegated by the
Board to the Remuneration and Nomination Committee.
The Board, with the assistance of the Remuneration and Nomination
Committee, is responsible for ensuring that the appropriate balance of skills,
knowledge, experience, independence and diversity are represented on the
Board, in part by utilising the Board skills matrix (as set out in the Board Charter)
as part of the procedure for the nomination of persons for election or re-
election as Directors.
The Board will continue to review its framework and practices in this regard to
ensure they remain appropriate to the Company's circumstances.
ASX Recommendation 2.2:A listed entity should have and
disclose a board skills matrix setting out the mix of skills and
diversity that the board currently has or is looking to
achieve in its membership.		 The Board Charter incorporates a Board skills matrix, which lists the following
areas of knowledge as required by the Board as a whole:

geology;

health, safety and environment;

commercial;

  • ASX RECOMMENDATION COMMENT COMPLIANCE  legal;

  • corporate governance;

  • communications;  accounting and finance. The Board believes that having a diverse mix of experience, gender and culture across the Board leads to better outcomes for the Company and the Company's shareholders.

ASX RECOMMENDATION COMMENT COMMENT COMMENT COMMENT COMMENT COMPLIANCE

legal;

corporate governance;

communications;

accounting and finance.
The Board believes that having a diverse mix of experience, gender and culture
across the Board leads to better outcomes for the Company and the Company's
shareholders.
ASX Recommendation 2.3:A listed entity should disclose:
(a)
the names of the directors considered by the board to
be independent directors;
(b)
if a director has an interest, position, association or
relationship of the type described in Box 2.3 but the
board is of the opinion that it does not compromise
the independence of the director, the nature of the
interest, position, association or relationship in
question and an explanation of why the board is of
that opinion; and
(c)
the length of service of each director.		 As at the date of
of:		 this Corporate Governance Statement, the Board consisted
Role
Independent?
Date appointed
Non-Executive
Director
Yes
May 2015
Executive
Chairman
No
May 2015
Non-Executive
Director
No
May 2015
Name Role Independent? Date appointed
Jeff Dowling Non-Executive
Director		 Yes May 2015
Mark Bennett Executive
Chairman		 No May 2015
Anna Neuling Non-Executive
Director		 No May 2015
ASX Recommendation 2.4:A majority of the board of a
listed entity should be independent directors.		 As set out in the table above, the Board consists of:

one Independent Non-Executive Director (Jeff Dowling)

one Non-Executive Director (Anna Neuling) who was an Executive Director
up until 31 July 2022 and so cannot be determined to be independent until
31 July 2025 as per the ASX guidelines for tis resolution; and

one Director who is an Executive Director (Mark Bennett).
Under the Board Charter, the Board's policy is that, at a time when the size of
the Company and its activities warrants such a structure (in the opinion of the
Board, from time to time), the Board will consist of a majority of independent,
non-executive Directors. Going forward, the Company will review the
composition of the Board periodically to ensure its size and composition
remains appropriate to the Company’s circumstances.		 X
ASX RECOMMENDATION COMMENT COMPLIANCE
In addition, the Board Charter states that each Director is expected to exercise
considered and independent judgment on all matters before them. To assist
with this, the Company provides each Director with access to independent
professional advice on such matters. Prior to seeking independent professional
advice, a Director must inform the Chair about the nature of the opinion or
information sought, the reason for the advice the terms of reference of the
advice and the estimated cost. Board approval must be sought if costs are likely
to exceed $10,000.
ASX Recommendation 2.5:The chair of the board of a listed
entity should be an independent director and, in particular,
should not be the same person as the CEO of the entity.		 The role of Chairman is performed by Mark Bennett who is an Executive Director
and therefore not independent. The Company does not have an appointed CEO,
with the CEO responsibilities performed by Mark Bennett.		 X
ASX Recommendation 2.6:A listed entity should have a
program for inducting new directors and provide
appropriate professional development opportunities for
directors to develop and maintain the skills and knowledge
needed to perform their role as directors effectively.		 The Board Charter requires that all new directors go through an induction
process which includes meeting with key executives, tours of the premises
(including site), an induction package and presentations. The Board Charter
also provides for continuing professional education programs and requires each
Director to undertake at least 2 days of professional development each year.
This reflects the Company's commitment to the continuing development of its
Directors and executives.
PRINCIPLE 3: PROMOTE ETHICAL AND RESPONSIBLE DECISION-MAKING
ASX Recommendation 3.1:A listed entity should articulate
and disclose its values.		 The company’s statement of values are currently being developed and will be
finalized and provided to shareholders and stakeholders in the year ended 30
June 2023.
ASX Recommendation 3.2:A listed entity should:
(a)
have a code of conduct for its directors, senior
executives and employees; and
(b)
ensure that the board or a committee of the board is
informed of any material breaches of that code.		 The Company fosters a governance culture where all employees are expected
not only to comply with their legal obligations, but also to act ethically and
responsibly. The Company is committed to integrity and fair dealing in its
business affairs and recognises its duty of care to all employees, clients and
stakeholders in this regard.
Given the size of the Company's operations, and the number of employees and
officers currentlyemployed bythe Company,the Board does not consider it
ASX RECOMMENDATION COMMENT COMPLIANCE
appropriate to establish a formal code of conduct in respect of all employees at
this time. However, the Company has established a code of conduct that
applies to Directors and senior executives of the Company as part of the Board
Charter. This code of conduct sets out the principles covering appropriate
conduct and the minimum standard of behaviour expected from Directors and
senior executives.
The Board has also adopted a Securities Trading Policy, which sets out the
Company's policy on trading of the Company's securities by key management
personnel.
Copies of the Board Charter and the Company's Securities Trading Policy are
available in the "Corporate Governance" section of the Company's website at
www.s2resources.com.au.
ASX Recommendation 3.3:A listed entity should:
(a)
Have and disclose a whistle blower policy; and
(b)
Ensure that the board or a committee of the board is
informed of any material incidents reported under
that policy.		 The Company has a Whistleblower Policy which aims to further the Company’s
commitment to maintaining high ethical standards of conduct and to encourage
the reporting of any instance of suspected unethical, illegal, fraudulent or
undesirable conduct which contravenes the Code of Conduct. The
Whistleblower Policy also ensures that persons who make a report in good faith
can do so without fear of intimidation, disadvantage or reprisal. All material
breaches of the Whistleblower Policy are reported to the Board. A copy of the
Company’s Whistleblower policy is disclosed on the Company’s website.
ASX Recommendation 3.3:A listed entity should:
a)
Have and disclose an anti-bribery and corruption
policy; and
b)
Ensure that the board or a committee of the board is
informed of any material breaches of that policy.		 The Company has an Anti-Bribery and Corruption Policy which provides
guidance and sets out the Company’s commitment to conducting its business
ethically and with honesty and integrity, with a “zero-tolerance” approach to
bribery and corruption. All material breaches of the Anti-Bribery and
Corruption Policy are reported to the Board. A copy of the Company’s Anti-
Bribery and Corruption Policy is disclosed on the Company’s website.

ASX RECOMMENDATION

COMMENT COMPLIANCE

ASX RECOMMENDATION COMMENT COMPLIANCE
PRINCIPLE 4: SAFEGUARD INTEGRITY IN CORPORATE REPORTING
ASX Recommendation 4.1:The board of a listed entity
should;
(a)
have an audit committee which;
1)
has a least three members, all of whom are non-
executive directors and a majority of whom are
independent directors; and
2)
is chaired by an independent director, who is
not the chair of the board,
and disclose;
3)
the charter of the committee;
4)
the relevant qualifications and experience of
the members of committee; and
5)
in relation to each reporting period, the number
of times the committee met throughout the
period and the individual attendances of the
members at those meetings; or
(b)
if it does not have an audit committee disclose that
fact and the processes it employs that independently
verify and safeguard the integrity of its corporate
reporting,
including
the
processes
for
the
appointment, and removal of the external auditor and
the rotation of the audit engagement partner.		 The Board has established an Audit 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 financial and corporate reporting
and audit matters. Currently the Audit Committee has only two members (due
to the size of the Board) and so is not fully compliant with this recommendation.
Once the size and scale of the Company's activities, and therefore the size of
the Board, permit, the Audit and Risk Committee’s composition will be reviewed
and will consist of only non-executive directors, a majority of whom will be
independent (as assessed by the Board in accordance with the Board Charter),
in compliance with Recommendation 4.1(a). At present, the Committee
comprises of one independent non-executive director and one non-executive
director that cannot currently be determined to be independent.
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 not the
chair of the Board.
The Board has adopted a charter with respect to the Audit and Risk Committee,
which sets out the role and responsibilities of the audit and Risk Committee and
the authority delegated by the Board to the Audit and Risk Committee.
The ultimate responsibility for the Company's financial statements rests with
the Board.
The Board, with the assistance of the Audit and Risk Committee, will review the
Company's financial statements and reports, focusing on (among other things)
any changes in accounting policies and practices, significant adjustments and
compliance with accounting policies and standards and legal requirements.
The Board has appointed BDO Audit (WA) Pty Ltd as its external auditor. The
Board Charter requires that the Board will annually review the appointment of
the external auditor, its independence, the audit fee and any matters regarding
its resignation or dismissal (with the assistance of the Audit and Risk
Committee). The Audit and Risk Committee is also responsible for(amongother		 X
ASX RECOMMENDATION COMMENT COMPLIANCE
things) meeting with the external auditor at least twice in each financial year,
ensuring that no management restrictions are being placed on the external
auditor, reviewing the adequacy of accounting and financial controls together
with the implementation of any recommendations of the external auditor in
relation to those, and reviewing the external auditor's management letter and
management's response.
The Board Charter also sets out the Company's policy in relation to rotation of
the audit engagement partner and the S2 Constitution sets out the process for
appointing and removing the external auditor.
Copies of the S2 Constitution and Board Charter are available in the "Corporate
Governance" section of the Company's website atwww.s2resources.com.au.
ASX Recommendation 4.2:The board of a listed entity
should, before it approves the entity’s financial statements
for a financial period, received from its CEO and CFO a
declaration that, in their opinion, the financial records of the
entity have been properly maintained and that the financial
statements comply with the appropriate accounting
standards and give a true and fair view of the financial
position and performance of the entity and that the opinion
has been formed on the basis of a sound system of risk
management and internal control which is operation
effectively.		 Under the Board Charter, the Board must receive a declaration from the
Managing Director / CEO and CFO of the nature described in Recommendation
4.2 prior to the Board approving any of the Company's financial statements.
The Board has received declarations from the Executive Chairman and Executive
Director respect of its financial statements in respect to all financial periods
during the financial year ended 30 June 2022.
ASX Recommendation 4.3:A listed entity should disclose its
process to verify the integrity of any periodic corporate
report it releases to the market that is not audited or
reviewed by an external auditor.		 The Company’s external auditor reviews the annual Directors’ Report, annual
Remuneration Report, and the annual and half yearly Financial Statements. The
balance of periodic corporate reports, including Quarterly Reports, the annual
Corporate Governance Statement, and the annual Reserves and Resources
Statement, are subject to a rigorous internal review process with individual sign
offs by the relevant functional areas.
ASX RECOMMENDATION COMMENT COMPLIANCE
PRINCIPLE 5: MAKE TIMELY AND BALANCED DISCLOSURE
ASX Recommendation 5.1:A listed entity should have and
disclose a written policy for complying with its continuous
disclosure obligations under the Listing Rule 3.1.		 The Board recognises that, as a company listed on ASX, the Company is required
to comply with the ASX Listing Rules which (among other things) requires a
listed entity, subject to certain exceptions, to disclose to ASX immediately any
information concerning it that a reasonable person would expect to have a
material effect on the price or value of its securities. The Company is committed
to complying with its continuous disclosure obligations, so that investors have
equal and timely access to material information concerning the Company.
Given the size of the Company and the number of employees currently
employed by the Company, the Board does not consider it appropriate to
establish a formal written policy in relation to the Company's continuous
disclosure policies at this time.
The Company has a clear authority matrix and internal procedure that ensure
ASX announcements and any information concerning the Company that a
reasonable person would expect to have a material effect on the price or value
of the entity’ securities, are released to ASX in compliance with its ASX and
Corporations Law obligations.
ASX Recommendation 5.2:A listed entity should ensure that
its
board receives
copies
of
all
material
market
announcements promptly after they have been made.		 The Company automatically sends all ASX Announcements to Directors upon
release to the market.
ASX Recommendation 5.3:A listed entity that gives a new
and substantive investor or analyst presentation should
release a copy of the presentation materials on the ASX
Market Announcements Platform ahead of the presentation.		 The Company releases announcements and presentation materials containing
new or market sensitive material to the ASX prior to the time of the
corresponding presentation to analysts, investors or conference.
PRINCIPLE 6: RESPECT THE RIGHTS OF SHAREHOLDERS
ASX Recommendation 6.1:A listed entity should provide
information about itself and its governance to investors via
its website.		 The Company has a website, that is accessible at:www.s2resources.com.au.
This website contains information about the Company's corporate governance
measures, including links to the S2 Constitution, Board Charter and Securities
TradingPolicy.
ASX RECOMMENDATION COMMENT COMPLIANCE
The website also contains further information about the Company, including:
strategy and projects, composition and profiles of the Board and senior
executives, annual reports and financial statements, ASX announcements and
notices of meeting.
ASX Recommendation 6.2:A listed entity should have an
investor relations program that facilitates effective two-way
communication with investors.		 The Board aims to ensure that shareholders are informed of all major
developments affecting the Company.
The
Company
keeps
investors
informed
through
its
website,
www.s2resources.com.au,which contains information on the Company, the
Board and the corporate governance policies and procedures. Investors will
also be able to access copies of the Company's financial reports, ASX
announcements and notices of meeting on its website.
ASX Recommendation 6.3:A listed entity should disclose
how it facilitates and encourages participation at meetings
of security holders.		 The Company encourages shareholders to attend and ask questions at annual
general meetings and general meetings. As set out in the Board Charter, it is
the Company's policy that its external auditor attends the Company's AGM and
is available to answer questions from shareholders in relation to its audit. The
Company continues to review and reassess the need for a formal shareholder
communications strategy.
ASX Recommendation 6.4:A listed entity should ensure
that all substantive resolutions at a meeting of security
holders are decided by a poll rather than by a show of
hands.		 All substantive resolutions are decided by a poll at general meetings of the
Company.
ASX Recommendation 6.5:A listed entity should give
security holders the option to receive communications
from, and send communications to, the entity and its
security registry electronically.		 The Company provides information through its website to enable shareholders
to email the Company, and to receive Company announcements by email.
The Company's share registry, Computershare Investor Services, also offers
services to shareholders through an online service available on its website. The
Computershare contact details are available through the "Share Registry
Service" page on the Company website:www.s2resources.com.au/investor-
registry.php
ASX RECOMMENDATION COMMENT COMPLIANCE
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, each
of which:
1)
has at least three members, a majority of
whom are independent 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
of
times
the
committee
met
throughout the period and the individual
attendances of the members at those
meetings; or
(a)
if it does not have a risk committee or committees that
satisfy (a) above, disclose that fact and the processes
it
employs
for
overseeing
the
entity's
risk
management framework.		 The Board has established an Audit 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 management and compliance.
Currently the Audit and Risk Committee has only two members (due to the size
of the Board) and so is not fully compliant with this recommendation.
Once the size and scale of the Company's activities, and therefore the size of
the Board, permit, the Audit and Risk Committee will consist of only non-
executive directors, a majority of whom will be independent (as assessed by the
Board in accordance with the Board Charter), in compliance with
Recommendation 7.1(a)). At present, the Committee comprises of one
independent non-executive director and one non-executive director that
cannot currently be determined to be independent, and is chaired by an
independent director.
The Board has adopted a charter with respect to the Audit and Risk Committee,
which sets out the role and responsibilities of the audit and Risk Committee and
the authority delegated by the Board to the Audit and Risk 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 and Risk
Committee, is responsible for overseeing, reviewing and ensuring the integrity
and effectiveness of the Company's risk and compliance systems. The risk
management systems cover operational, financial and compliance risks.		 X
ASX Recommendation 7.2:The board or a committee of the
board should:
(a)
review the entity’s risk management framework at
least annually to satisfy itself that it continues to be
sound and that the entity is operating with due regard
to the risk appetite set by the board; and
(b)
disclose,in relation to each reporting period,whether		 Under the Board Charter, the Board, with the assistance of the Audit and Risk
Committee, is responsible for reviewing all major strategies and purchases for
their impact on the risks facing the Company.
The Company, via the Audit and Risk Committee, undertakes an annual review
of the effectiveness of its risk management framework and operations to
update its risk profile, which normally occurs in conjunction with the strategic
planning process.
ASX RECOMMENDATION COMMENT COMMENT COMPLIANCE
such a review has taken place. The Company conducted a review of its risk management framework during the
financial year.
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.
ASX Recommendation 7.3:A listed entity should disclose:
(a)
if it has an internal audit function, how the function is
structured and what role it performs; or
(b)
if it does not have an internal audit function, that fact
and the processes it employs for evaluating and
continually improving the effectiveness of its risk
management and internal control processes.		 The Company does not employ an internal audit function at this time, and the
Board considers that this approach is appropriate for a company of S2's size and
the nature of its operations. The Board has established an Audit and Risk
Committee which will assist the Board in reviewing the Company's requirement
for an internal audit function periodically.
Under the Board Charter, responsibility for undertaking and assessing risk
management and internal control effectiveness is delegated to the Executive
Chair and CEO. The Executive Chair and CEO are required to assess risk
management and associated internal compliance and control procedures and
report to the Board via the Audit and Risk Committee on whether any risks are
being managed ineffectively.
ASX Recommendation 7.4:A listed entity should disclose
whether it has any material exposure to economic,
environmental and social sustainability risks, and if it does,
how it manages or intends to manage those risks		 The Board has identified areas of risks that have the potential to have material
adverse impact on the Company's business, including:

operational;

environmental;

insurance;

litigation;

financial;

treasury and finance; and

compliance.
Area of Risk
Details
Security of
tenure and
necessary
approvals
There is a risk that the necessary land use approvals
(including, in respect of any native title rights and
cultural heritage sites) and environmental permits may
not be obtained, granted or renewed, or may be
obtained, granted or renewed on terms not satisfactory
Area of Risk Details
Security of
tenure and
necessary
approvals		 There is a risk that the necessary land use approvals
(including, in respect of any native title rights and
cultural heritage sites) and environmental permits may
not be obtained, granted or renewed, or may be
obtained, granted or renewed on terms not satisfactory
ASX RECOMMENDATION COMMENT COMPLIANCE
to S2, or may be obtained, granted or renewed but not
within the timeframes anticipated byS2.
Operating
history		 S2 does not currently conduct mining production
operations. There can be no assurance that it can bring
any of its other future projects into production or
operate any such project profitably.
While the Company aims to generate working capital
through future mining operations, there is no assurance
that the Company will be capable of producing positive
cash flow on a consistent basis or that any such funds
will be available for further exploration and
developmentprograms.
Future capital
requirements		 There can also be no assurance that the Company will
be able to obtain additional equity financing when
required on acceptable terms.
Although the Company believes that additional capital
can be obtained, no assurance can be made that
appropriate capital or funding, if and when needed, will
be available on terms acceptable to S2. If S2 is unable
to obtain additional financing as needed, it may be
required to reduce, delay or suspend its operations and
this could have a material adverse effect on its activities.
Reliance on key
personnel and
employees		 Retaining and recruiting personnel is critical to the
Company's success and growth prospects. If S2 cannot
retain and attract qualified personnel it could adversely
affect S2's current exploration program and its future
growthplans.
ASX RECOMMENDATION COMMENT COMPLIANCE
PRINCIPLE 8: REMUNERATE FAIRLY AND RESPONSIBLY
ASX Recommendation 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 are independent directors; and
2)
is chaired by an independent director,
and disclose:
1)
the charter of the committee;
2)
the members of the committee; and
3)
as at the end of each reporting period, the
number
of
times
the
committee
met
throughout the period and the individual
attendances of the members at those
meetings; or
(b)
if it does not have a remuneration committee, disclose
that fact and the processes it employs for setting the
level and composition of remuneration for directors
and senior executives and ensuring that such
remuneration is appropriate and not excessive.		 The Board has established a Remuneration and Nomination Committee. The
purpose of the Remuneration and Nomination committee is to assist the Board
by making recommendations in respect of:

the composition, performance and effectiveness of the Board; and

the Company's remuneration policy.
Currently the Remuneration and Nomination Committee has only two members
(due to the size of the Board) and so is not fully compliant with this
recommendation.
Once the size and scale of the Company's activities, and therefore the size of
the Board, permit, the Remuneration and Nomination Committee will consist
of only non-executive directors, a majority of whom will be independent (as
assessed by the Board in accordance with the Board Charter), in compliance
with Recommendation 8.1. At present, the Committee comprises of one
independent non-executive director and one non-executive director that
cannot currently be determined to be independent, and is chaired by an
independent director.
The Board has adopted a charter with respect to the Remuneration and
Nomination Committee, which sets out the role and responsibilities of the
Remuneration and Nomination Committee and the authority delegated by the
Board to the Remuneration and Nomination Committee.
Copies of the Board Charter and the Remuneration and Nomination Committee
Charter are available in the "Corporate Governance" section of the Company's
website atwww.s2resources.com.au.		 X
ASX Recommendation 8.2:A listed entity should separately
disclose its policies and practices regarding the remuneration
of non-executive directors and the remuneration of
executive directors and other senior executives.		 The objective of the Group’s non-executive and executive reward framework is
to ensure reward for performance is competitive and appropriate for the results
delivered. The framework is designed to align executive reward with
achievement of strategic objectives and the creation of value for shareholders,
and conforms to market best practice for delivery of reward. The Board ensures
that executive reward satisfies the following key criteria for good reward
governance practices:
(i)
competitiveness and reasonableness;
ASX RECOMMENDATION COMMENT COMPLIANCE
(ii)
aligns shareholders and executive interests;
(iii)
performance based and aligned to the successful achievement of
strategic and tactical business objectives; and
(iv)
transparency.
Both non-executive directors are paid a fixed annual cash fee for their services
to the Company as Non-Executive Directors.
Executives (being Executive Directors and other senior executives) typically
receive remuneration comprising an appropriate balance of:

fixed remuneration (including a base salary component and other fixed
benefits based on the terms of their employment agreements with the
Company); and

performance-based remuneration (such as the ability to participate in the
Company's long-term incentive plan).
In addition to cash based remuneration, to preserve the Company’s cash, to
align with market practices of peer companies and to provide a competitive
total remuneration package, the Board introduced a long-term incentive (“LTI”)
plan to motivate and reward executives and non-executive directors. The LTI is
provided as options over ordinary shares of the Company under the rules of the
Employee Share Option Plan and the Directors Option Plan as approved in
November 2021.
The quantum offered under the LTI is determined by the Remuneration &
Nomination Committee using a comparison to a peer group of companies
similar to S2 Resources Ltd in terms of market capitalisation and sector.
Directors can only participate in the LTI if prior shareholder approval is received.
Details of the remuneration of Directors and senior executives are outlined in
the Company's 2022 Annual Report.
ASX Recommendation 8.3:A listed entity which has an
equity-based remuneration scheme should:
(a)
have a policy on whether participants are permitted to
enter into transactions (whether through the use of
derivatives or otherwise) which limit the economic risk
of participating in the scheme; and
(b)
disclose that policy or a summary of it.		 The Company currently has three equity-based remuneration schemes; one for
directors, another for employees and another for service providers. The key
terms of these incentive plans were provided in the Notice of Meeting for the
2021 AGM.

Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

S2 Resources Ltd

ABN/ARBN
18 606 128 0690		 Financial year ended:
18 606 128 0690 30 June 2022

Our corporate governance statement[1] for the period above can be found at:[2]

These pages of our ☐ annual report: This URL on our ☒ http://www.s2resources.com.au/corporate-governance website:

The Corporate Governance Statement is accurate and up to date as at 20 September 2022 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.[3]

Date: 14 October 2022 Name of authorised officer Andrea Betti authorising lodgement:

1 “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.

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 Listing Rule 4.10.3.

Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3.

The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately.

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

3 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. See notes 4 and 5 below for further instructions on how to complete this form.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Page 1

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:		 Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should have and disclose a board charter setting
out:
(a)
the respective roles and responsibilities of its board and
management; and
(b)
those matters expressly reserved to the board and those
delegated to management.		 ☒
and we have disclosed a copy of our board charter at:
http://www.s2resources.com.au/corporate-governance		 ☐
set out in our Corporate Governance StatementOR
☐
we are an externally managed entity and this recommendation
is therefore not applicable
1.2 A listed entity should:
(a)
undertake appropriate checks before appointing a director or
senior executive or putting someone forward for election as
a director; and
(b)
provide security holders with all material information in its
possession relevant to a decision on whether or not to elect
or re-elect a director.		 ☒ ☐
set out in our Corporate Governance StatementOR
☐
we are an externally managed entity and this recommendation
is therefore not applicable
1.3 A listed entity should have a written agreement with each director
and senior executive setting out the terms of their appointment.		 ☒ ☐
set out in our Corporate Governance StatementOR
☐
we are an externally managed entity and this recommendation
is therefore not applicable
1.4 The company secretary of a listed entity should be accountable
directly to the board, through the chair, on all matters to do with
the proper functioning of the board.		 ☒ ☐
set out in our Corporate Governance Statement OR
☐
we are an externally managed entity and this recommendation
is therefore not applicable

4 Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with “ insert location ” underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate governance/charters/”).

5 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.

Page 2

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:		 Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
1.5 A listed entity should:
(a)
have and disclose a diversity policy;
(b)
through its board or a committee of the board set
measurable objectives for achieving gender diversity in the
composition of its board, senior executives and workforce
generally; and
(c)
disclose in relation to each reporting period:
(1)
the measurable objectives set for that period to
achieve gender diversity;
(2)
the entity’s progress towards achieving those
objectives; and
(3)
either:
(A)
the respective proportions of men and women
on the board, in senior executive positions and
across the whole workforce (including how the
entity has defined “senior executive” for these
purposes); or
(B)
if the entity is a “relevant employer” under the
Workplace Gender Equality Act, the entity’s
most recent “Gender Equality Indicators”, as
defined in and published under that Act.
If the entity was in the S&P / ASX 300 Index at the
commencement of the reporting period, the measurable objective
for achieving gender diversity in the composition of its board
should be to have not less than 30% of its directors of each
gender within a specified period.		 ☐
and we have disclosed a copy of our diversity policy at:
……………………………………………………………………………..
[insert location]
and we have disclosed the information referred to in paragraph (c)
at:
……………………………………………………………………………..
[insert location]
and if we were included in the S&P / ASX 300 Index at the
commencement of the reporting period our measurable objective for
achieving gender diversity in the composition of its board of not less
than 30% of its directors of each gender within a specified period.		 ☒
set out in our Corporate Governance StatementOR
☐
we are an externally managed entity and this recommendation
is therefore not applicable
1.6 A listed entity should:
(a)
have and disclose a process for periodically evaluating the
performance of the board, its committees and individual
directors; and
(b)
disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.		 ☒
and we have disclosed the evaluation process referred to in
paragraph (a) at:
http://www.s2resources.com.au/corporate-governance
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process at:
http://www.s2resources.com.au/corporate-governance		 ☐
set out in our Corporate Governance StatementOR
☐
we are an externally managed entity and this recommendation
is therefore not applicable

Page 3

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:		 Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
1.7 A listed entity should:
(a)
have and disclose a process for evaluating the performance
of its senior executives at least once every reporting period;
and
(b)
disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.		 ☒
and we have disclosed the evaluation process referred to in
paragraph (a) at:
http://www.s2resources.com.au/corporate-governance
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process at:
http://www.s2resources.com.au/corporate-governance		 ☐
set out in our Corporate Governance StatementOR
☐
we are an externally managed entity and this recommendation
is therefore not applicable

Page 4

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:		 Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
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 are
independent 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
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b)
if it does not have a nomination committee, disclose that
fact and the processes it employs to address board
succession issues and to ensure that the board has the
appropriate balance of skills, knowledge, experience,
independence and diversity to enable it to discharge its
duties and responsibilities effectively.		 ☒
[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
http://www.s2resources.com.au/corporate-governance
and the information referred to in paragraphs (4) and (5) at:
http://www.s2resources.com.au/corporate-governance
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have a nomination
committee and the processes we employ to address board
succession issues and to ensure that the board has the appropriate
balance of skills, knowledge, experience, independence and
diversity to enable it to discharge its duties and responsibilities
effectively at:
……………………………………………………………………………..
[insert location]		 ☐
set out in our Corporate Governance StatementOR
☐
we are an externally managed entity and this recommendation
is therefore not applicable
2.2 A listed entity should have and disclose a board skills matrix
setting out the mix of skills that the board currently has or is
looking to achieve in its membership.		 ☒
and we have disclosed our board skills matrix at:
http://www.s2resources.com.au/corporate-governance		 ☐
set out in our Corporate Governance Statement OR
☐
we are an externally managed entity and this recommendation
is therefore not applicable

Page 5

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:		 Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
2.3 A listed entity should disclose:
(a)
the names of the directors considered by the board to be
independent directors;
(b)
if a director has an interest, position, affiliation or
relationship of the type described in Box 2.3 but the board
is of the opinion that it does not compromise the
independence of the director, the nature of the interest,
position or relationship in question and an explanation of
why the board is of that opinion; and
(c)
the length of service of each director.		 ☒
and we have disclosed the names of the directors considered by the
board to be independent directors at:
http://www.s2resources.com.au/corporate-governance
and, where applicable, the information referred to in paragraph (b)
at:
http://www.s2resources.com.au/corporate-governance
and the length of service of each director at:
http://www.s2resources.com.au/corporate-governance		 ☐
set out in our Corporate Governance Statement
2.4 A majority of the board of a listed entity should be independent
directors.		 ☐ ☒
set out in our Corporate Governance StatementOR
☐
we are an externally managed entity and this recommendation
is therefore not applicable
2.5 The chair of the board of a listed entity should be an
independent director and, in particular, should not be the same
person as the CEO of the entity.		 ☐ ☒
set out in our Corporate Governance StatementOR
☐
we are an externally managed entity and this recommendation
is therefore not applicable
2.6 A listed entity should have a program for inducting new
directors and for periodically reviewing whether there is a need
for existing directors to undertake professional development to
maintain the skills and knowledge needed to perform their role
as directors effectively.		 ☒ ☐
set out in our Corporate Governance StatementOR
☐
we are an externally managed entity and this recommendation
is therefore not applicable

Page 6

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:		 Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1 A listed entity should articulate and disclose its values. ☐
and we have disclosed our values at:
……………………………………………………………………………..
[insert location]		 ☒
set out in our Corporate Governance Statement
3.2 A listed entity should:
(a)
have and disclose a code of conduct for its directors,
senior executives and employees; and
(b)
ensure that the board or a committee of the board is
informed of any material breaches of that code.		 ☐
and we have disclosed our code of conduct at:		 ☒
set out in our Corporate Governance Statement
3.3 A listed entity should:
(a)
have and disclose a whistleblower policy; and
(b)
ensure that the board or a committee of the board is
informed of any material incidents reported under that
policy.		 ☒
and we have disclosed our whistleblower policy at:
http://www.s2resources.com.au/corporate-governance		 ☐
set out in our Corporate Governance Statement
3.4 A listed entity should:
(a)
have and disclose an anti-bribery and corruption policy;
and
(b)
ensure that the board or committee of the board is
informed of any material breaches of that policy.		 ☒
and we have disclosed our anti-bribery and corruption policy at:
http://www.s2resources.com.au/corporate-governance		 ☐
set out in our Corporate Governance Statement

Page 7

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:		 Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
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 non-
executive directors and a majority of whom are
independent directors; and
(2)
is chaired by an independent director, who is not
the chair of the board,
and disclose:
(3)
the charter of the committee;
(4)
the relevant qualifications and experience of the
members of the committee; and
(5)
in relation to each reporting period, the number of
times the committee met throughout the period and
the individual attendances of the members at those
meetings; or
(b)
if it does not have an audit committee, disclose that fact
and the processes it employs that independently verify
and safeguard the integrity of its corporate reporting,
including the processes for the appointment and removal
of the external auditor and the rotation of the audit
engagement partner.		 ☐
[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
……………………………………………………………………………..
[insert location]
and the information referred to in paragraphs (4) and (5) at:
……………………………………………………………………………..
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have an audit
committee and the processes we employ that independently verify
and safeguard the integrity of our corporate reporting, including the
processes for the appointment and removal of the external auditor
and the rotation of the audit engagement partner at:
……………………………………………………………………………..
[insert location]		 ☒
set out in our Corporate Governance Statement
4.2 The board of a listed entity should, before it approves the
entity’s financial statements for a financial period, receive from
its CEO and CFO a declaration that, in their opinion, the
financial records of the entity have been properly maintained
and that the financial statements comply with the appropriate
accounting standards and give a true and fair view of the
financial position and performance of the entity and that the
opinion has been formed on the basis of a sound system of risk
management and internal control which is operating effectively.		 ☒ ☐
set out in our Corporate Governance Statement
4.3 A listed entity should disclose its process to verify the integrity
of any periodic corporate report it releases to the market that is
not audited or reviewed by an external auditor.		 ☒ ☐
set out in our Corporate Governance Statement

Page 8

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:		 Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should have and disclose a written policy for
complying with its continuous disclosure obligations under
listing rule 3.1.		 ☒
and we have disclosed our continuous disclosure compliance policy
at:
http://www.s2resources.com.au/corporate-governance		 ☐
set out in our Corporate Governance Statement
5.2 A listed entity should ensure that its board receives copies of all
material market announcements promptly after they have been
made.		 ☒ ☐
set out in our Corporate Governance Statement
5.3 A listed entity that gives a new and substantive investor or
analyst presentation should release a copy of the presentation
materials on the ASX Market Announcements Platform ahead
of the presentation.		 ☒ ☐
set out in our Corporate Governance Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about itself and its
governance to investors via its website.		 ☒
and we have disclosed information about us and our governance on
our website at:
http://www.s2resources.com.au/corporate-governance		 ☐
set out in our Corporate Governance Statement
6.2 A listed entity should have an investor relations program that
facilitates effective two-way communication with investors.		 ☒ ☐
set out in our Corporate Governance Statement
6.3 A listed entity should disclose how it facilitates and encourages
participation at meetings of security holders.		 ☒
and we have disclosed how we facilitate and encourage participation
at meetings of security holders at:
http://www.s2resources.com.au/corporate-governance		 ☐
set out in our Corporate Governance Statement
6.4 A listed entity should ensure that all substantive resolutions at a
meeting of security holders are decided by a poll rather than by
a show of hands.		 ☒ ☐
set out in our Corporate Governance Statement
6.5 A listed entity should give security holders the option to receive
communications from, and send communications to, the entity
and its security registry electronically.		 ☒ ☐
set out in our Corporate Governance Statement

Page 9

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:		 Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
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 of
which:
(1)
has at least three members, a majority of whom are
independent 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
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b)
if it does not have a risk committee or committees that
satisfy (a) above, disclose that fact and the processes it
employs for overseeing the entity’s risk management
framework.		 ☐
[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
……………………………………………………………………………..
[insert location]
and the information referred to in paragraphs (4) and (5) at:
……………………………………………………………………………..
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have a risk committee
or committees that satisfy (a) and the processes we employ for
overseeing our risk management framework at:
……………………………………………………………………………..
[insert location]		 ☒
set out in our Corporate Governance Statement
7.2 The board or a committee of the board should:
(a)
review the entity’s risk management framework at least
annually to satisfy itself that it continues to be sound and
that the entity is operating with due regard to the risk
appetite set by the board; and
(b)
disclose, in relation to each reporting period, whether
such a review has taken place.		 ☒
and we have disclosed whether a review of the entity’s risk
management framework was undertaken during the reporting period
at:
http://www.s2resources.com.au/corporate-governance		 ☐
set out in our Corporate Governance Statement

Page 10

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:		 Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
7.3 A listed entity should disclose:
(a)
if it has an internal audit function, how the function is
structured and what role it performs; or
(b)
if it does not have an internal audit function, that fact and
the processes it employs for evaluating and continually
improving the effectiveness of its governance, risk
management and internal control processes.		 ☒
[If the entity complies with paragraph (a):]
and we have disclosed how our internal audit function is structured
and what role it performs at:
……………………………………………………………………………..
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have an internal audit
function and the processes we employ for evaluating and continually
improving the effectiveness of our risk management and internal
control processes at:
http://www.s2resources.com.au/corporate-governance		 ☐
set out in our Corporate Governance Statement
7.4 A listed entity should disclose whether it has any material
exposure to environmental or social risks and, if it does, how it
manages or intends to manage those risks.		 ☒
and we have disclosed whether we have any material exposure to
environmental and social risks at:
http://www.s2resources.com.au/corporate-governance
and, if we do, how we manage or intend to manage those risks at:
……………………………………………………………………………..
[insert location]		 ☐
set out in our Corporate Governance Statement

Page 11

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:		 Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
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 are
independent 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
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b)
if it does not have a remuneration committee, disclose
that fact and the processes it employs for setting the level
and composition of remuneration for directors and senior
executives and ensuring that such remuneration is
appropriate and not excessive.		 ☐
[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
……………………………………………………………………………..
[insert location]
and the information referred to in paragraphs (4) and (5) at:
……………………………………………………………………………..
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have a remuneration
committee and the processes we employ for setting the level and
composition of remuneration for directors and senior executives and
ensuring that such remuneration is appropriate and not excessive:
……………………………………………………………………………..
[insert location]		 ☒
set out in our Corporate Governance StatementOR
☐
we are an externally managed entity and this recommendation
is therefore not applicable
8.2 A listed entity should separately disclose its policies and
practices regarding the remuneration of non-executive directors
and the remuneration of executive directors and other senior
executives.		 ☒
and we have disclosed separately our remuneration policies and
practices regarding the remuneration of non-executive directors and
the remuneration of executive directors and other senior executives
at:
http://www.s2resources.com.au/corporate-governance		 ☐
set out in our Corporate Governance Statement OR
☐
we are an externally managed entity and this recommendation
is therefore not applicable
8.3 A listed entity which has an equity-based remuneration scheme
should:
(a)
have a policy on whether participants are permitted to
enter into transactions (whether through the use of
derivatives or otherwise) which limit the economic risk of
participating in the scheme; and
(b)
disclose that policy or a summary of it.		 ☒
and we have disclosed our policy on this issue or a summary of it at:
http://www.s2resources.com.au/corporate-governance		 ☐
set out in our Corporate Governance StatementOR
☐
we do not have an equity-based remuneration scheme and
this recommendation is therefore not applicableOR
☐
we are an externally managed entity and this recommendation
is therefore not applicable

Page 12

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:		 Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1 A listed entity with a director who does not speak the language
in which board or security holder meetings are held or key
corporate documents are written should disclose the processes
it has in place to ensure the director understands and can
contribute to the discussions at those meetings and
understands and can discharge their obligations in relation to
those documents.		 ☐
and we have disclosed information about the processes in place at:
………………………………………………………………………
[insert location]		 ☐
set out in our Corporate Governance Statement OR
☒
we do not have a director in this position and this
recommendation is therefore not applicable OR
☐
we are an externally managed entity and this recommendation
is therefore not applicable
9.2 A listed entity established outside Australia should ensure that
meetings of security holders are held at a reasonable place and
time.		 ☐ ☐
set out in our Corporate Governance StatementOR
☒
we are established in Australia and this recommendation is
therefore not applicable OR
☐
we are an externally managed entity and this recommendation
is therefore not applicable
9.3 A listed entity established outside Australia, and an externally
managed listed entity that has an AGM, should ensure that its
external auditor attends its AGM and is available to answer
questions from security holders relevant to the audit.		 ☐ ☐
set out in our Corporate Governance StatementOR
☒
we are established in Australia and not an externally managed
listed entity and this recommendation is therefore not
applicable
☐
we are an externally managed entity that does not hold an
AGM and this recommendation is therefore not applicable
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
- Alternative to Recommendation 1.1 for externally managed
listed entities:
The responsible entity of an externally managed listed entity
should disclose:
(a)
the arrangements between the responsible entity and the
listed entity for managing the affairs of the listed entity;
and
(b)
the role and responsibility of the board of the responsible
entity for overseeing those arrangements.		 ☐
and we have disclosed the information referred to in paragraphs (a)
and (b) at:
……………………………………………………………………………..
[insert location]		 ☐
set out in our Corporate Governance Statement

Page 13

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:		 Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
- Alternative to Recommendations 8.1, 8.2 and 8.3 for externally
managed listed entities:
An externally managed listed entity should clearly disclose the
terms governing the remuneration of the manager.		 ☐
and we have disclosed the terms governing our remuneration as
manager of the entity at:
……………………………………………………………………………..
[insert location]		 ☐
set out in our Corporate Governance Statement

Page 14

ASX Listing Rules Appendix 4G (current at 17/7/2020)

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