SPARC TECHNOLOGIES LIMITED — Governance Information 2015

Sep 28, 2015

CORPORATE GOVERNANCE STATEMENT

Acacia Coal Limited (the Company) has made it a priority to adopt systems of control and accountability as the basis for the administration of Corporate Governance. Commensurate with the spirit of the third edition of the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations as amended on 27 March 2014, the Company has followed each recommendation where the Board has considered the recommendation to be an appropriate benchmark for its Corporate Governance practices. Where the Company's Corporate Governance practices follow a recommendation, the Board has made appropriate statements reporting on the adoption of the recommendation. Where, after due consideration, the Company's Corporate Governance practices depart from a recommendation, the Board has offered full disclosure and reasons for the adoption of its own practice, in compliance with the "if not, why not" regime. Further information about the Company's Corporate Governance practices may be found on the Company's website at www.acaciacoal.com under the section marked "Corporate".

The following section sets out how the Company has followed (or otherwise departed from) each of the Principles and Recommendations during the 2014-15 financial year (Reporting Period).

Principle 1 – Lay Solid Foundations for Management and Oversight

A listed entity should establish and disclose the respective roles and responsibilities of its board and management and how their performance is monitored and evaluated.

Recommendation 1.1

A listed entity should disclose: (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.

Disclosure

The Company has established the functions reserved to the Board and has set out its roles and responsibilities in its Statement of Board and Management Functions, which is available on the Company's website at www.acaciacoal.com under the section marked "Corporate" – 'Policies, Charters and Procedures'. The matters expressly reserved to the Board, which is collectively responsible for promoting the success of the Company through its key functions, are: ensuring the Company is properly managed; providing overall Corporate Governance of the Company; monitoring the financial performance of the Company; engaging appropriate management commensurate with the Company's structure and objectives; approving and monitoring the progress of major capital expenditure, capital management, and acquisitions and divestitures; and reviewing, ratifying and monitoring systems of risk management and internal control, the Code of Conduct and legal compliance.

The Company has established the functions delegated to Management, and has set out its roles and responsibilities in its Statement of Board and Management Functions, which is available on the Company's website under the section marked "Corporate" – 'Policies, Charters and Procedures'. The matters expressly delegated to Management are: being responsible for supporting the Managing Director in implementing the running of the general operations and financial business of the Company, in accordance with the delegated authority of the Board; and being responsible for reporting all matters that fall within the Company's materiality thresholds at first instance to the Managing Director or, if the matter concerns the Managing Director, then directly to the Chairman.

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.

Disclosure

The Company undertakes appropriate checks, and will do police checks before appointing a new Director or putting forward a Director to shareholders for election. These include checks as to the person's character, experience, education and bankruptcy history. The Company provides its shareholders with relevant information in its Notice of Meetings when Directors stand for election or reelection. Candidates for the Board are considered and selected by reference to a number of factors, which include, but are not limited to, their relevant experience and achievements, compatibility with other Board members, credibility within the Company's scope of activities, and intellectual and physical ability to undertake Board duties and responsibilities. Directors are initially appointed by the full Board, subject to election by shareholders at the following general meeting.

The Board recognises that Board renewal is critical to performance and the impact of Board tenure on succession planning. Each Director, other than the Managing Director, must not hold office (without reelection) past the third Annual General Meeting (AGM) of the Company following the Director's appointment, or three years following that Director's last election or appointment (whichever is the longer). However, a Director appointed to fill a casual vacancy or as an addition to the Board must not hold office (without re-election) past the next AGM of the Company. At each AGM a minimum of one Director, or a third of the total number of Directors, must resign. A Director who retires at an AGM is eligible for re-election at that meeting.

Recommendation 1.3

A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.

Disclosure

The Company has written agreements with each of its Directors and senior executives setting out the terms of their appointment. The Directors and senior executives have a clear understanding of their roles and responsibilities, and of the Company's expectations of them, and this is contained within their written agreements. These agreements take the form of Letters of Appointment in the case of Non-Executive Directors and Service Contracts in the case of Executive Directors or other senior executives.

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.

Disclosure

The Company Secretary is accountable directly to the Board, through the Chairman, on all matters to do with the proper functioning of the Board. The Company Secretary plays an important role in supporting the effectiveness of the Board and its Committees. Each Director is able to communicate directly with the Company Secretary and vice versa. The decision to appoint or remove a Company Secretary is made by the Board.

Recommendation 1.5

A listed entity should: (a) have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity's progress in achieving them; (b) disclose that policy or a summary of it; and (c) disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity's diversity policy and its progress towards achieving them, and either: (1) the respective proportions of men and 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 (2) 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.

Disclosure and Departure

The Company has established a Diversity Policy, which includes requirements for the Board to set measurable objectives for achieving gender diversity, and to annually assess both the objectives and its progress in achieving them. The Company's Diversity Policy is available on the Company's website under the section marked "Corporate" – 'Policies, Charters and Procedures'. At this time, given the size and composition of the Company's workforce, the Board has not formalised measurable objectives for achieving gender diversity. However it is committed to providing equal employment opportunity to enable a workplace based on gender diversity. The proportion of women across the whole organisation, in senior executive positions and on the Board are set out in the following table:

	Proportion of Women
Whole Organisation*	2 out of 6 (33%)
Senior Executive Positions **	0 out of 3 (0%)
Board	1 out of 4 (25%)

* The "Whole Organisation" figure excludes Non-Executive Directors.

** The Company defines senior executives for this purpose in the Remuneration Report, which forms part of the Directors' Report in the Annual Report.

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.

Disclosure

The Company has a process for periodically evaluating the performance of its Board, Committees and individual Directors, whereby an Evaluation Questionnaire is distributed to the Directors. This selfassessment of their performance and governance for the previous year includes rating the Board's role, the people on the Board, the procedures and practices of the Board, its Committees and the Directors, and the behaviours within the Board. The results are then independently tabulated as a Performance Review in discussion at the following Board meeting. During the Reporting Period, such a Performance Review was undertaken in accordance with that process.

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.

Disclosure

The Company has a process for periodically evaluating the performance of its senior executives, and conducted an informal evaluation during the Reporting Period, whereby the Company met with, reviewed and evaluated the performance of its senior executives, being its Managing Director, Chief Financial Officer and Chief Projects Officer. The results were then discussed at the following Board meeting and resulted in appropriate changes to their Service Contracts.

Principle 2 – Structure the Board to Add Value

A listed entity should have a board of an appropriate size, composition, skills and commitment to enable it to discharge its duties effectively.

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 has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.

Disclosure and Departure

The Company has a combined Remuneration and Nomination Committee. Given the current size and composition of the Board, the Directors consider that there would be no efficiencies gained by establishing a separate Nomination Committee. The Remuneration and Nomination Committee comprises the full Board, being the four Directors, Messrs Kym Livesley (Committee Chairman), Gavin May and Michael Mulroney and Ms Amanda Ward. From 14 September 2015, Ms Amanda Ward was considered to be an Independent Director of Acacia Coal Limited, as she ceased to be the representative of a former Substantial Shareholder. However, prior to this date, and during the Reporting Period, a majority of the Remuneration and Nomination Committee was not considered to be Independent Directors. The Chairman of the Remuneration and Nomination Committee, Mr Kym Livesley, is considered to be an independent Director.

From time-to-time the Board considers the matters normally reviewed by a separate Nomination Committee and therefore carries out the functions that are in the Company's Nomination Committee Charter, which is available on the Company's website under the section marked "Corporate" – 'Policies, Charters and Procedures'. Items that are usually required to be discussed by a nomination committee are marked as separate agenda items in Board meetings or are considered at a Remuneration and Nomination Committee meeting. The Board deals with any conflicts of interest that may occur when acting as the Nomination Committee by ensuring that the Director with conflicting interests is not party to the relevant discussions. The Remuneration and Nomination Committee held one meeting during the Reporting Period and all members were in attendance. The table set out in the Directors' Report of the Annual Report under the heading "Directors' Meetings" also shows the attendance of Directors at Remuneration and Nomination Committee meetings.

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.

Disclosure

The Company has a Board Skills Matrix, (see Appendix A at the end of this Statement), which sets out the mix of skills and diversity the Board currently has. The Board considers that it is appropriately-structured, with a suitable mix of skills and expertise, relevant to the Company's current business. However, the Board is cognisant that, as the Company expands and develops its activities, the Board will be required to further review and restructure its composition to meet the specific expertise and skill requirements to progress the Company to meet its objectives moving forward. A profile of each Director, containing their skills, experience, expertise and term of office, is set out in the Directors' Report of the Annual Report, as well as on the Company's website under the section marked "Corporate". The Board discusses on a regular basis the need to review and, when appropriate, alter the Board's composition and skill-set mix to enable the Company to progress its activities, and achieve its long-term goals.

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.

Disclosure

The Board considers Directors Messrs Kym Livesley and Michael Mulroney to be Independent Directors. From 14 September 2015, it now also considers Ms Amanda Ward to be an Independent Director of Acacia Coal Limited, as she ceased to be the representative of a former Substantial Shareholder at this date. However, prior to this date, and during the Reporting Period, she was not considered to be an Independent Director.

Mr Kym Livesley is a Partner of Gadens Lawyers, a firm that has provided legal services to the Company. However, the Board is of the opinion that it does not compromise his independence, or the nature of the interest, position, association or relationship with the Company. The Company was using Gadens Lawyers for the provision of legal services prior to the appointment of Mr Kym Livesley as a Director and the Board is of the opinion that he is an Independent Director because of the quantum of legal advice provided. The Board will continue to monitor this matter. Independence is measured having regard to the relationships listed in this Statement and after considering the matters set out in the ASX Principles and Recommendations, and the Company's materiality thresholds. The Board has agreed on the guidelines for assessing the materiality of matters (as set out in the Company's Statement of Board and Management Functions, available on the Company's website under the section marked "Corporate" – 'Policies, Charters and Procedures'), as follows:

• Balance sheet items are material if they have a value of more than 10% of pro-forma net assets.
• Profit and loss items are material if they will have an impact on the current year's operating results of 10% or more.
• Items are also material if they impact on the reputation of the Company, involve a breach of legislation, are outside the ordinary course of business, could affect the Company's rights to its assets, if accumulated would trigger the quantitative tests, involve a contingent liability that would have a probable effect of 10% or more on the balance sheet or profit and loss items, or will have an effect on operations that is likely to result in an increase or decrease in net income of more than 10%.

Contracts will be considered material if they are outside the ordinary course of business, contain exceptionally onerous provisions in the opinion of the Board, impact on income or distribution in excess of the quantitative tests, there is a likelihood that either party will default and that the default may trigger any of the quantitative or qualitative tests, are essential to the activities of the Company and cannot be replaced, or cannot be replaced without an increase in the cost of such a quantum, triggering any of the quantitative tests, contain or trigger change of control provisions, are between or for the benefit of related parties, or otherwise trigger the quantitative tests.

Dates	Board Members	Independent / Non-Independent
28May 2013 –the presenti.e. 2.3 years	Kym Livesley	Independent
5November 2010 –the presenti.e. 4.9 years	Michael Mulroney	Independent
12November 2010 –the presenti.e. 4.9 years	Amanda Ward	Non-Independent*
23May 2011 –the presenti.e. 4.3 years	Gavin May	Non-Independent

The length of service of each Director is as follows:

* From 14 September 2015 considered independent – refer Recommendation 2.4 below.

Recommendation 2.4

A majority of the board of a listed entity should be independent directors.

Departure

A majority of the Board of the Company was not considered to be Independent Directors during the Reporting Period, as two of the members were independent and two were not. Ms Amanda Ward represented a Substantial Shareholder on the Board from 2010 until 14 September 2015, when she

ceased to be its representative as its shareholding was sold. The Board now considers Ms Amanda Ward to be an Independent Director. Mr Gavin May has been engaged as Managing Director of the Company since 23 May 2011. As part of the Board procedures, the Non-Executive Directors periodically confer without the Managing Director or other senior executives being present.

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.

Disclosure

The Non-Executive Chairman of the Board of the Company, Mr Kym Livesley, is an Independent Director and is not the Chief Executive Officer (CEO). He is responsible for leading the Board, facilitating the effective contribution of all Directors, and promoting constructive and respectful relations between Directors, and between the Board and Management. Mr Kym Livesley is also responsible for ensuring that adequate time is available for discussion of all agenda items, in particular strategic issues. He contributes to a culture of openness and constructive challenge that allows for a diversity of views to be considered by the Board.

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.

Departure

An induction programme for new Directors of the Company is still being considered but does not currently exist. Each Director of the Company has the right to seek independent professional advice at the expense of the Company, and the Company provides appropriate professional development opportunities for Directors to develop and maintain the skills and knowledge needed to perform their role as Directors effectively. Prior approval of the Chairman is required, but this will not be unreasonably withheld. To assist Directors with independent judgement it is the Board's policy that if a Director considers it necessary to obtain independent professional advice to properly discharge the responsibility of their office as a Director then, provided the Director first obtains approval from the Chairman for incurring such an expense, the Company will pay the reasonable expenses associated with obtaining such advice.

Principle 3 – Act Ethically and Responsibly

A listed entity should act ethically and responsibly.

Recommendation 3.1

A listed entity should: (a) have a code of conduct for its directors, senior executives and employees; and (b) disclose that code or a summary of it.

Disclosure

The Company has established a Code of Conduct as to the practices necessary to maintain confidence in the Company's integrity, practices necessary to take into account its legal obligations and the reasonable expectations of its stakeholders, and responsibility and accountability of individuals for reporting and investigating reports of unethical practices. The Code of Conduct applies to the Company's Directors, management and employees, and can be found on the Company's website under the section marked "Corporate" – 'Policies, Charters and Procedures'.

Principle 4 – Safeguard Integrity in Corporate Reporting

A listed entity should have formal and rigorous processes that independently verify and safeguard the integrity of its corporate reporting.

Recommendation 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 processing for the appointment and removal of the external auditor and the rotation of the audit engagement partner.

Disclosure

The Company has a combined Audit and Risk Management Committee rather than a separate Audit Committee. This Committee consists of three members, being Messrs Michael Mulroney and Kym Livesley, and Ms Amanda Ward, all of whom are Non-Executive Directors and a majority of whom are Independent Directors (i.e. Mr Kym Livesley is an Independent Director and Mr Michael Mulroney, the Committee Chairman, is an Independent Director and is not the Chairman of the Board). The Board has a formal Audit Committee Charter, which can be found on the Company's website under the section marked "Corporate" – 'Policies, Charters and Procedures'. Each of the Directors is a qualified professional with significant corporate financial experience. Details of each of the members of the Audit and Risk Management Committee's relevant qualifications and experience are set out in the Directors' Report of the Company's Annual Report, as well as on the Company's website under the section marked "Corporate". The Audit and Risk Management Committee met and held two meetings during the Reporting Period and all three members attended both meetings. The table, set out in the Directors' Report of the Annual Report under the heading "Directors' Meetings", also shows the members' attendance at Audit and Risk Management Committee meetings.

The Board has discussed procedures for the selection, appointment and rotation of its external Auditor. The Board is responsible for the initial appointment of the external Auditor and the appointment of a new external auditor when any vacancy arises. Candidates for the position of external auditor must demonstrate complete independence from the Company through the engagement period. The Board may otherwise select an external auditor based on criteria relevant to the Company's business and circumstances. The performance of the external Auditor is reviewed on an annual basis by the Board, and Audit and Risk Management Committee.

Recommendation 4.2

The board of a listed entity should, before it approves the entity's financial statements for a financial period, receive from its CEO and CFO a declaration that, 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.

Disclosure

Before it approves the Company's financial statements for a financial period, the Board receives from its Managing Director and CFO a declaration that, in their opinion, the financial records of the Company have been properly maintained and that the financial statements comply with the appropriate accounting standards. The declaration also states that the financial records give a true and fair view of the financial position and performance of the Company, and that the opinion has been formed on the basis of a sound system of risk management and internal control that is operating effectively.

Recommendation 4.3

A 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.

Disclosure

The Company makes sure that its external Auditor, Rothsay Chartered Accountants, is invited to and attends its AGM and is available to answer questions that are relevant to the audit from shareholders. The Company recognises that the opportunity for shareholders to question a listed entity's external auditor at the AGM is an important safeguard for the integrity of the corporate reporting process. At the Company's last AGM, held on 10 November 2014, the Company's Audit Partner from Rothsay Chartered Accountants attended and was available to answer questions.

Principle 5 – Make Timely and Balanced Disclosure

A listed entity should make timely and balanced disclosure of all matters concerning it that a reasonable person would expect to have a material effect on the price or value of its securities.

Recommendation 5.1

A listed entity should: (a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and (b) disclose that policy or a summary of it.

Disclosure

ASX Listing Rule 3.1 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 mindful of this Rule and has written policies designed to ensure compliance with this ASX Listing Rule on continuous disclosure and accountability. The Policy can be found under the section marked "Corporate" – 'Policies, Charters and Procedures' on the Company's website.

Principle 6 – Respect the Rights of Shareholders

A listed entity should respect the rights of its security holders by providing them with appropriate information and facilities to allow them to exercise those rights effectively.

Recommendation 6.1

A listed entity should provide information about itself and its governance to investors via its website.

Disclosure

The Company provides information about itself and its governance to investors via its website, being www.acaciacoal.com. The names, photographs and brief biographical information for the Company's Board of Directors and Management Team can be found under the Corporate Overview section of the website. The Corporate tab also provides information on the Company's Corporate Governance, including its Policies, Charters and Procedures, its Policy for the Trading in Company Securities and the Historical Milestones of the Company. The Company's Homepage shows the Company's Tenement Map and provides information of the Company's current project. The Company has included on the Investor Relations section of its website links to copies of its ASX announcements, Financial Reports, Research Reports and Shareholder Information. It also provides information on the Company's project, including its Competent Person Reports (JORC). Visitors can email or otherwise contact the Company by visiting the Contact Us section of the website. The Contact Us section also provides a link to the Company's ASX profile when up-to-date share price and other ASX information becomes available to the market. The contact details for the Company's Share Registry and Auditor can be found on the Contact Us section of the Company's website. Procedures have also been established for reviewing whether any material price-sensitive information has been inadvertently disclosed, and if so, this information is also immediately released to the market.

Recommendation 6.2

A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.

Disclosure

The Company has designed and implemented an appropriate investor relations programme to communicate two-way communication with investors. A summary of the Company's Arrangements Regarding Communication with and Participation of Shareholders is available on the Company's website under the section marked "Corporate" – 'Policies, Charters and Procedures'. The Company has an Investor Distribution List, which is utilised to distribute announcements to shareholders and interested parties. Shareholders and prospective shareholders are welcome, by prior appointment, to speak with executive managers responsible for investor relations and to view the Company's operations.

Recommendation 6.3

A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.

Disclosure

The Company has designed a communications policy for promoting effective communication with shareholders. A summary of the Arrangements Regarding Communication with and Participation of Shareholders is available on the Company's website under the section marked "Corporate" – 'Policies, Charters and Procedures'. Shareholders are encouraged to participate at general meetings. Shareholders are invited to ask questions at the AGM and key members of management are available to answer questions during and after the formal business of the AGM. The Company encourages shareholder participation, particularly attendance of the general meetings of the Company. The Company views meetings of shareholders as an important forum for two-way communication between the Company and its shareholders, providing an opportunity for the Company to impart to shareholders a greater understanding of the Company's business, governance, financial performance and prospects, as well as to discuss areas of concern or interest to the Board and management. Meetings of shareholders also provide an opportunity for shareholders to express their views to the Company's Board and management about any areas of concern or interest for them.

Recommendation 6.4

A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.

Disclosure

The Company understands that some shareholders appreciate the speed, convenience and environmental friendliness of electronic communications, compared with more traditional methods of communication. Shareholders can email or otherwise contact the Company by visiting the Contact Us section of the website to obtain its contact details, where it can also find the Share Registry's electronic and other contact details.

Principle 7 – Recognise and Manage Risk

A listed entity should establish a sound risk management framework and periodically review the effectiveness of that framework.

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 (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.

Disclosure

The Company's Board has an Audit and Risk Management Committee that oversees risk. The Committee has three members, a majority of whom are Independent Directors and is chaired by an Independent Director. The Board has disclosed the Charter of the Committee, which can be found on the Company's website under the section marked "Corporate" – 'Policies, Charters and Procedures'. The members of the Committee are Messrs Michael Mulroney (Committee Chairman) and Kym Livesley, and Ms Amanda Ward. The Audit and Risk Management Committee met and held two meetings during the Reporting Period and all three members attended both meetings. The table, set out in the Directors' Report of the Annual Report under the heading "Directors' Meetings", also shows the members' attendance at Audit and Risk Management Committee meetings. Company and business risk factors, as well as safety, environment and project risks are normally agenda items at Board meetings. The Managing Director reports to the Board on Company risk factors, and internal controls and the Company's insurance programme are periodically reviewed.

The Board has adopted a risk management policy as part of the Audit Committee Charter, a summary of which can be found on the Company's website under the section marked "Corporate" – 'Policies, Charters and Procedures'. Under the policy, the Board, and Audit and Risk Management Committee are responsible for risk management and oversight of internal controls. The Directors delegate the dayto-day management of risk to the Managing Director. The Board regularly considers the Company's material business risks as identified by management and consultants, and risk management strategies for those risks, at its Board Meetings. In addition, the following risk management measures have been adopted by the Board to manage the Company's material business risks:

• the Board is required to approve any expenditure outside the normal course of business prior to commitment or expenditure;
• the Board has adopted a compliance procedure for the purpose of ensuring compliance with the Company's Continuous Disclosure obligations; and
• the Board has adopted Corporate Governance Policies, Charters and Procedures to assist the Company to establish and maintain its governance practices.

The Company has managed its material business risks, as described above, and the Company's business activities are regularly reviewed in relation to the risk categories referred to below. The Company will further review, formalise and document the management of its material business risks as the Comet Ridge Project advances. This will include the update of the risk register by Management to identify the Company's material business risks and risk management strategies for these risks. In addition, the process of managing material business risks will be allocated to members of senior management. The risk register will be reviewed regularly and updated, as required.

The categories of risk reported on, or referred to as part of the Company's systems and processes for managing material business risk, include: exploration and evaluation; general economic and business climate; commodity price; exchange rate and financial; environmental; title (including native title); political; risks attached to new business acquisitions and ongoing funding.

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

Disclosure

The Board, and the Audit and Risk Management Committee, review the Company's risk management framework at least annually to satisfy itself that it continues to be sound, and such a review was carried out at two specific times during the Reporting Period. The Board has required management to design,

implement and maintain risk management and internal control systems to manage the Company's material business risks. The Board also requires management to report to it confirming that those risks are being managed effectively.

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.

Disclosure

The Company does not have an internal audit function. The processes the Company employs for evaluating and continually improving the effectiveness of its risk management and internal control processes include the fact that the Company's Chairman reviews and approves the Managing Director's expense claims, and that a member of the Audit and Risk Management Committee periodically review the Company's controls and spot-checks that the necessary procedures have been followed.

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.

Disclosure

The Company has material exposure to economic, environmental and social sustainability risks, and discloses how it manages those risks in its Annual Report, on its website and in ASX announcements. In particular, information on these risks can be found in the Project section of the Company's website under the heading 'Environmental Impact Management Report (EIMR) > Comet Ridge Project'.

Principle 8 – Remunerate Fairly and Responsibly

A listed entity should pay director remuneration sufficient to attract and retain high quality directors and design its executive remuneration to attract, retain and motivate high quality senior executives and to align their interests with the creation of value for security holders.

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: (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.

Disclosure and Departure

The Company has a combined Remuneration and Nomination Committee. Given the current size and composition of the Board, the Directors consider that there would be no efficiencies gained by establishing a separate Remuneration Committee. The Remuneration and Nomination Committee comprises the full Board, being the four Directors, Messrs Kym Livesley (Committee Chairman), Gavin May and Michael Mulroney and Ms Amanda Ward. Messrs Kym Livesley and Michael Mulroney are considered to be Independent Directors. From 14 September 2015, Ms Amanda Ward was considered to be an Independent Director of the Company, as she ceased to be the representative of a former Substantial Shareholder. However, prior to this date, and during the Reporting Period, a majority of the Remuneration and Nomination Committee was not considered to be Independent Directors. The Remuneration and Nomination Committee is chaired by Mr Kym Livesley, who is an Independent

Director. To assist the Board to fulfil its function as the Remuneration and Nomination Committee, it has adopted both Remuneration and Nomination Committee Charters, which are available on the Company's website under the section marked "Corporate" – 'Policies, Charters and Procedures'. The Board deals with any conflicts of interest that may occur when acting in the capacity of the Remuneration and Nomination Committee by ensuring that the Director with conflicting interests is not party to the relevant discussions. The processes the Company employs for setting the level and composition of remuneration for Directors and senior executives, and ensuring that such remuneration is appropriate and not excessive are disclosed in the Remuneration Report in the Company's Annual Report. The Remuneration and Nomination Committee held one meeting during the Reporting Period and all members were in attendance. The table set out in the Directors' Report of the Annual Report under the heading "Directors' Meetings" also shows the attendance of Directors at Remuneration and Nomination Committee meetings.

Recommendation 8.2

A listed entity should separately disclose its policies and practices regarding the remuneration of nonexecutive directors and the remuneration of executive directors and other senior executives.

Disclosure

Non-Executive Directors are remunerated at a fixed fee for time, commitment and responsibilities. Remuneration for Non-Executive Directors is not linked to individual performance. From time-to-time the Company may grant options to Non-Executive Directors. The grant of options is designed to recognise and reward efforts, as well as to provide Non-Executive Directors with additional incentive to continue those efforts for the benefit of the Company.

Remuneration and bonuses for Executive Directors and senior executives consist of a base salary, and may consist of performance incentives. Long-term performance incentives may include options granted at the discretion of the Board and subject to obtaining the relevant approvals. Executives are offered competitive base salaries at market rates, which are reviewed annually to ensure market competitiveness.

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.

Disclosure

The Company has an equity-based remuneration scheme and has a policy that participants are not permitted to enter into transactions (whether through the use of derivatives or otherwise) that limit the economic risk of participating in the scheme. There are no termination or retirement benefits for Non-Executive Directors (other than superannuation). The Company's Policy for Trading in Company Securities, which is available on the Company's website under the section marked "Corporate" – 'Policy for the Trading in Company Securities', includes a statement of the Company's policy on prohibited transactions.

Appendix A – Skills Matrix

Skills, Diversity and Experience of the Board	Number of Directors(Out of Four)
Leadership	4
Corporate Governance and Compliance	4
Regulatory Compliance	1
Membership of Governance or Regulatory Bodies	2
Position held on Financial Bodies and Councils	0
Strategy	3
Senior Management positions held outside Acacia Coal	1
Directorships held outside Acacia Coal	2
CEO / CFO / COO experience	3
General Management	3
Tenure –with Acacia Coal for up to three years	1
Tenure –with Acacia Coal for over nine years	0
Operations	2
Occupational Health and Safety	0
Experience Managing Environment Issues in an Organisation	2
Project Delivery	3
Sector / Industry Experience -Geology / Mining	4
Geographic Experience –Global	1
Geographic Experience –Asia Pacific	2
International Business	2
Finance	1
Accounting	1
Mergers and Acquisitions / Equity / Capital Markets	2
Experience in Growing a Business	4
Experience in Implementing Capital Projects	3
Banking	1
Business Development	2
Risk Management	0
Marketing	2
Remuneration	0
Government Relations	0
Human Resources Management / People	1
Professional Services	2
Gender Diversity –Females	1
Technology	0
Tertiary Qualifications	4
Post-Graduate Business Studies and CA or CPA	2
Residency in Australia	4
Residency outside Australia	0

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity:
Acacia Coal Limited
ABN / ARBN:	Financial year ended:
13 009 092 068	30 June 2015

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.acaciacoal.com.au/overview.html

The Corporate Governance Statement is accurate and up to date as at 28 September 2015 and has been approved by the board.

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

Date: 28 September 2015

Name of Director or Secretary authorising lodgement:

Robert J Waring

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 havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
	PRINCIPLE 1 –LAY SOLID FOUNDATIONS FOR MANAGEMENT AND	OVERSIGHT
1.1	Alisted entity should disclose:(a)the respective roles and responsibilities of its board andmanagement; and(b)those matters expressly reserved to the board and thosedelegated to management.	… the fact that we follow this recommendation:☒in our Corporate Governance StatementOR☐at[insert location]… and information about the respective roles and responsibilities ofour board and management(including those matters expresslyreserved to the board and those delegatedto management):☒in our Corporate Governance Statement and under the sectionmarked "Corporate" –'Policies, Charters and Procedures' under theCorporate section of the Company's website.	☐an explanation why that is soin our Corporate GovernanceStatementOR☐we arean externally managed entity and this recommendationis therefore not applicable
1.2	Alisted entity should:(a)undertake appropriate checksbefore appointing a person, orputting forward to security holders a candidate for election,as a director; and(b)provide security holders with all material information in itspossession relevant to a decision on whether or not to elector re-elect a director.	… the factthat we follow this recommendation:☒in our Corporate Governance StatementOR☐at[insert location]	☐an explanation why that is soin our Corporate GovernanceStatementOR☐we are an externally managed entity and this recommendationis therefore not applicable
1.3	A listed entity should have a written agreement with each directorand senior executive setting out the terms of their appointment.	… the fact that we follow this recommendation:☒in our Corporate Governance StatementOR☐at[insert location]	☐an explanationwhy that is soin our Corporate GovernanceStatementOR☐we are an externally managed entity and this recommendationis therefore not applicable
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 StatementOR☐at[insert location]	☐an explanationwhy that is soin our Corporate GovernanceStatementOR☐weare an externally managed entity and this recommendationis therefore not applicable

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.

	Corporate Governance Council recommendation	We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
1.5	A listed entity should:(a)have a diversity policy which includes requirements for theboardor a relevant committee of the board tosetmeasurable objectives for achieving gender diversity andtoassess annually both the objectives and the entity's progressin achieving them;(b)disclose that policy or a summary of it; and(c)disclose as at the end of each reporting periodthemeasurable 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 themand 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 EqualityAct, the entity's most recent "GenderEquality Indicators", as defined in and published underthat Act.	… the fact that we have a diversity policy that complies withparagraph(a):☒in our Corporate Governance StatementOR☐at[insert location]… and a copy of our diversity policy or a summary of it:☐under the section marked "Corporate" –'Policies, Charters andProcedures'under the Corporate section of theCompany'swebsite.… and the measurable objectives for achieving gender diversity set bythe board or a relevant committee of the board in accordance with ourdiversity policy and our progress towardsachieving them:☐in our Corporate Governance Statement OR☐at[insert location]… and the information referred to in paragraphs (c)(1) or(2):☒in our Corporate Governance StatementAND☐in the Remuneration Report, which forms part of the Directors'Report in the Annual Report.	☒an explanationwhy that is soin our Corporate GovernanceStatementOR☐we are an externally managed entity and this recommendationis therefore not applicable
1.6	A listed entity should:(a)have and disclose a process for periodically evaluating theperformance of the board, its committees and individualdirectors; and(b)disclose,in relation to each reporting period, whether aperformance evaluation was undertaken in the reportingperiod in accordance with that process.	… the evaluationprocessreferred to in paragraph (a):☒in our Corporate Governance StatementOR☐at[insert location]… and the information referred to in paragraph (b):☒in our Corporate Governance StatementOR☐at[insert location]	☐an explanation why that is soin our Corporate GovernanceStatementOR☐we are an externally managed entity and this recommendationis therefore not applicable

		Corporate Governance Council recommendation	We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	of the	We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4
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 StatementOR☐at[insert location]… and the information referred to in paragraph (b):☒in our Corporate Governance StatementOR☐at[insert location]	☐☐	an explanationwhy that is soin our Corporate GovernanceStatementORwe are an externally managed entity and this recommendationis therefore not applicable

	Corporate Governance Council recommendation	We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
PRINCIPLE 2 -	STRUCTURE THE BOARD TO 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 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 oftimesthe 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 OR☐at[insert location]… and a copy of the charter of the committee:☒under the section marked "Corporate" –'Policies, Charters andProcedures'under the Corporate section of the Company'swebsite.… and the information referred to in paragraphs (4) and (5):☒in our Corporate Governance Statement OR☐at[insert location][If the entity complies with paragraph (b):]… the fact that we do not have a nomination committee and theprocesses we employ to address board succession issues and toensure that the board has the appropriate balance of skills,knowledge, experience, independence and diversity to enable it todischarge its duties and responsibilities effectively:☐in our Corporate Governance Statement OR☐at[insert location]	☒an explanationwhy that is soin our Corporate GovernanceStatement OR☐we are an externally managed entity and this recommendationis therefore not applicable
2.2	Alisted 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 OR☐at[insert location]	☐an explanation why that is soin our Corporate GovernanceStatement OR☐we are an externally managed entity and this recommendationis therefore not applicable

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	of the	We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4
2.3	A listed entity should disclose:(a)the namesof the directors considered by the board to beindependent directors;(b)if a director has an interest, position, association orrelationship of the type described in Box2.3but the boardis of the opinion that it does not compromise theindependence ofthe 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 StatementOR☐at[insert location]… and, where applicable, the information referred to in paragraph (b):☒in our Corporate Governance StatementOR☐at[insert location]… and the length of service of each director:☒in our Corporate Governance Statement OR☐at[insert location]	☐	an explanationwhy that is soin our Corporate GovernanceStatement
2.4	A majority of the board of a listed entity should be independentdirectors.	… the fact that we follow this recommendation:☐in our Corporate Governance StatementOR☐at[insert location]	☒☐	an explanationwhy that is so in our Corporate GovernanceStatementORwe are an externally managed entity and this recommendationis therefore not applicable
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 StatementOR☐at[insert location]	☐☐	an explanationwhy that is so in our Corporate GovernanceStatementORwe are an externally managed entity and this recommendationis therefore not applicable
2.6	A listed entity shouldhave a program for inducting new directorsand provideappropriate professional development opportunitiesfor directors to develop and maintain the skills and knowledgeneeded to perform their role as directorseffectively.	… the factthat we follow this recommendation:☐in our Corporate Governance StatementOR☐at[insert location]	☒☐	an explanationwhy that is so in our Corporate GovernanceStatementORwe are an externally managed entity and this recommendationis therefore not applicable
PRINCIPLE 3 –	ACTETHICALLYAND RESPONSIBLY
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.	… our codeof conduct or a summary of it:☐in our Corporate Governance StatementOR☒under the section marked "Corporate" –'Policies, Charters andProcedures'under the Corporate section of the Company'swebsite.	☐	an explanationwhy that is soin our Corporate GovernanceStatement

	Corporate Governance Council recommendation	We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
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 chairedby 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 StatementOR☐at[insert location]… and a copy of the charter of the committee:☒under the section marked "Corporate" –'Policies, Charters andProcedures'under the Corporate section of the Company'swebsite.… and the information referred to in paragraphs (4) and (5):☒in our Corporate Governance StatementAND☒in the Directors' Report of the Company's Annual Report, aswell as on the Company's website under the section marked"Corporate".[If the entity complieswith paragraph (b):]… the fact that we do not have an audit committeeand the processeswe employ that independently verify and safeguard the integrity of ourcorporate reporting, including the processes for the appointment andremoval of the external auditor and the rotation of the auditengagementpartner:☐in our Corporate Governance StatementOR☐at[insert location]	☐an explanation why that is soin our Corporate GovernanceStatement
4.2	The board of a listed entity should, before it approves the entity'sfinancial statements fora 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 andfair view of the financial position andperformance of the entityand 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 StatementOR☐at[insert location]	☐an explanation why that is soin our Corporate GovernanceStatement

	Corporate Governance Council recommendation	We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
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 StatementOR☐at[insert location]	☐an explanationwhy that is so in our Corporate GovernanceStatementOR☐we are an externally managed entity that does not holdanannual general meeting and this recommendation is thereforenot applicable
PRINCIPLE 5 –	MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should:(a)havea written policy for complying with its continuousdisclosure obligations under the Listing Rules; and(b)disclose that policy or a summary of it.	… our continuous disclosure compliance policy or a summary of it:☐in our Corporate Governance StatementOR☒under the section marked "Corporate" –'Policies, Charters andProcedures'under the Corporate section of the Company'swebsite.	☐an explanationwhy that is soin our Corporate GovernanceStatement
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:☒atwww.acaciacoal.com	☐an explanationwhy that is soin our Corporate GovernanceStatement
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 StatementOR☐at[insert location]	☐an explanationwhy that is soin our Corporate GovernanceStatement
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 StatementOR☐at[insert location]	☐an explanationwhy that is so in our Corporate GovernanceStatementOR☐we are an externally managed entity that does not holdperiodic meetingsof security holders and this recommendationis therefore not applicable
6.4	A listed entity should give security holders the option to receivecommunications from, and send communications to, the entityand its security registry electronically.	… the fact that we follow this recommendation:☒in our Corporate Governance StatementOR☐at[insert location]	☐an explanationwhy that is soin our Corporate GovernanceStatement

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
PRINCIPLE 7 –	RECOGNISE AND MANAGERISK
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 committeesthatsatisfy (a) above, disclose that fact and the processes itemploys for overseeing the entity's risk managementframework.	[If the entity complies with paragraph (a):]… the fact that we have a committee or committees to oversee riskthat complywith paragraphs (1) and (2):☒in our Corporate Governance StatementOR☐at[insert location]… and a copy of the charter of the committee:☒under the section marked "Corporate" –'Policies, Charters andProcedures'under the Corporate section of the Company'swebsite.… and the information referred to in paragraphs (4) and (5):☒in our Corporate Governance StatementOR☐at[insert location][If the entity complies withparagraph (b):]… the fact that we do not have a risk committeeor committees thatsatisfy (a) and the processes we employ for overseeing our riskmanagement framework:☐in our Corporate Governance StatementOR☐at[insert location]	☐an explanationwhy that is soin our Corporate GovernanceStatement
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, whethersucha review has taken place.	… the fact that board or a committee of the board reviewsthe entity'srisk management framework at least annually to satisfy itself that itcontinues to be sound:☒in our Corporate Governance StatementOR☐at[insert location]… and that such a review has taken place in the reporting periodcovered by this Appendix4G:☒in our Corporate Governance Statement OR☐at[insert location]	☐an explanationwhy that is soin our Corporate GovernanceStatement

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
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.	[If the entity complies with paragraph (a):]… how our internal audit function is structured and what role itperforms:☐in our Corporate Governance StatementOR☐at[insert location][If the entity complies with paragraph (b):]… the fact that we do not have an internal audit function and theprocesseswe employ for evaluating and continually improving theeffectivenessof our risk management and internal control processes:☒in our Corporate Governance StatementOR☐at[insert location]	☐an explanationwhy that is soin our Corporate GovernanceStatement
7.4	A listed entity should disclose whetherit has any materialexposureto economic, environmental and social sustainabilityrisksand, if it does, how it manages or intends to manage thoserisks.	… whether we have any material exposure to economic,environmental and social sustainabilityrisks and, if we do, how wemanage or intend to manage those risks:☒in our Corporate Governance StatementAND☒in ourAnnual Report, in ASX announcements, andon ourwebsite–inparticular, in the 'Project'section under theheading 'Environmental Impact Management Report(EIMR)>Comet Ridge Project'.	☐an explanationwhy that is soin our Corporate GovernanceStatement

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
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)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 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 StatementOR☐at[insert location]… and a copy of the charter of the committee:☒under the section marked "Corporate" –'Policies, Charters andProcedures'under the Corporate section of the Company'swebsite.… and the information referred to in paragraphs (4) and (5):☒in our Corporate Governance StatementOR☐at[insert location][If the entity complies with paragraph (b):]… the fact that we do not have a remuneration committee and theprocesses we employ for setting the level and composition ofremuneration for directors and senior executives and ensuring thatsuch remuneration is appropriate and not excessive:☐in our Corporate Governance StatementOR☐at[insert location]	☒an explanationwhy that is soin our Corporate GovernanceStatementOR☐we are an externally managed entity and this recommendation istherefore not applicable
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 StatementOR☐at[insert location]	☐an explanation why that is so in our Corporate GovernanceStatementOR☐we are an externallymanaged entity and this recommendationis therefore not applicable

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
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 Statement AND☒"Corporate" –'Policy for the Tradingin Company Securities'.	☐an explanationwhy that is so in our Corporate GovernanceStatement OR☐we do not have an equity-based remuneration scheme and thisrecommendationis therefore not applicable OR☐we are an externally managed entity and this recommendationis therefore not applicable
ADDITIONAL DISCLOSURES APPLICABLE TOEXTERNALLY MANAGED LISTED ENTITIES
-	Alternative to Recommendation1.1 for externally managed listedentities:The responsible entity of an externally managed listed entityshould disclose:(a)the arrangements between the responsibleentity and thelisted entity for managing the affairs of the listed entity;(b)the role and responsibility of the board of the responsibleentity for overseeing those arrangements.	… the information referred to in paragraphs (a)and(b):☐in our Corporate Governance StatementOR☐at[insert location]	☐an explanation why that is soin our Corporate GovernanceStatement
-	Alternative to Recommendations8.1, 8.2and8.3for externallymanaged listed entities:An externally managed listed entity should clearly disclose theterms governing the remuneration of the manager.	… the terms governingour remuneration as manager of the entity:☐in our Corporate Governance Statement OR☐at[insert location]	☐an explanation whythat is soin our Corporate GovernanceStatement