SPARC TECHNOLOGIES LIMITED — Governance Information 2020

Aug 20, 2020

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Acacia Coal Limited

13 009 092 068 30 June 2020

ABN/ARBN Financial year ended:

Our corporate governance statement1 for the period above can be found at:2

This URL on our website: http://acaciacoal.com.au

The Corporate Governance Statement is accurate and up to date as at 21 August 2020 and has been approved by the board.

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

Date: 21 August 2020

Name of authorised officer authorising lodgement: Ben Donovan – Company Secretary

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

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.

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Our5reasons for not doing so are:
	PRINCIPLE 1 –LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should have and disclose a board charter settingout:(a)the respective roles and responsibilities of its board andmanagement; and(b)those matters expressly reserved to the board and thosedelegated to management.	The Company has adopted a Board Charter setting out the roles andresponsibilities at:http://acaciacoal.com.au/about/corporate-governance/
1.2	A listed entity should:(a)undertake appropriate checks before appointing a director orsenior executive or putting someone forward for election asa 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 Company has a policy for undertaking background checks andincludes police checks.The annual report and notice of meetings contain all relevantinformation about directors.The Policy can be found at:http://acaciacoal.com.au/about/corporate-governance/
1.3	A listed entity should have a written agreement with each directorand senior executive setting out the terms of their appointment.	The Company has a policy for ensuring appropriate agreements arein place under the Remuneration and Nomination Committee CharterThe Charter can be found at:http://acaciacoal.com.au/about/corporate-governance/
1.4	The company secretary of a listed entity should be accountabledirectly to the board, through the chair, on all matters to do withthe proper functioning of the board.	The Company Secretary is accountable to the board under the Boardcharter.The Charter can be found at:http://acaciacoal.com.au/about/corporate-governance/

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.

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Our5reasons for not doing so are:
1.5	A listed entity should:(a)have and disclose a diversity policy;(b)through its board or a committee of the boardsetmeasurable objectives for achieving gender diversity in thecomposition of its board, senior executives and workforcegenerally;and(c)disclose in relation to each reporting period:(1)the measurable objectives set forthat period toachievegender diversity;(2)the entity's progress towards achieving thoseobjectives;and(3)either:(A)the respective proportions of men and womenon the board, in senior executive positions andacross the whole workforce (including how theentity has defined "senior executive" for thesepurposes); or(B)if the entity is a "relevant employer" under theWorkplace Gender Equality Act, the entity'smost recent "Gender Equality Indicators", asdefined in and published under that Act.If the entity was in the S&P/ASX 300 Index at thecommencement of the reporting period, the measurable objectivefor achieving gender diversity in the composition of its boardshould be to have not less than 30% of its directors of eachgender within a specified period.		The Company has adopted a diversity policy.The Diversity Policy can be found at:http://acaciacoal.com.au/about/corporate-governance/However, the Company is in the process of formulating itsmeasurable objectives.All positions are occupied by males.
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)disclosefor each reporting period whether aperformanceevaluation has been undertakenin accordance with thatprocessduring or in respect of that period.	The Company has adopted a process for the performanceevaluation of the board and directors.The Performance Evaluation Policy can be found at:http://acaciacoal.com.au/about/corporate-governance/

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Our5reasons for not doing so are:
1.7	A listed entity should:(a)have and disclose a process for evaluating the performanceof its senior executivesat least once every reporting period;and	The Company has adopted a process for the evaluation ofexecutives under the Remuneration and Nomination CommitteeCharter.
	(b)disclosefor each reporting period whether a performanceevaluation has been undertakenin accordance with thatprocessduring or in respect of that period.	The Chartercan be found at:http://acaciacoal.com.au/about/corporate-governance/

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons 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 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 numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; 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.	The Company has adoptedaRemuneration and NominationCommittee Charter.Given the size of the Board, all 3 directors form part of thecommittee.Mr Robertson and Mr Lawrence are deemed to be independent. MrAdam Santa Maria holds the position of Executive Chairman of theCompany, and not deemed to beindependent.The Chartercan be found at:http://acaciacoal.com.au/about/corporate-governance/
2.2	A listed entity should have and disclose a board skills matrixsetting out the mix of skills that the board currently has or islooking to achieve in its membership.	The Company has disclosed the skills of each Board member onpage 4 of the annual report.
2.3	A listed entity should disclose:(a)the names of the directors considered by the board to beindependent directors;(b)if a director has an interest, position, affiliation orrelationship of the type described in Box2.3 but the boardis of the opinion that it does not compromise theindependence of the director, the nature of the interest,positionor relationship in question and an explanation ofwhy the board is of that opinion; and(c)the length of service of each director.	The role and length of engagement of each director is set out onpage 2 of the Annual report.Mr Robertson and Mr Lawrence are deemed to be independent.Mr Santa Maria is not deemed to be independent as he holds theposition of Executive Chairman.
2.4	A majority of the board of a listed entity should be independentdirectors.	2 of the 3 directors are deemed to be independent.

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
2.5	The chair of the board of a listed entity should be anindependent director and, in particular, should not be the sameperson as the CEO of the entity.		Mr Adam Santa Maria holds the position of Executive Chairman.
2.6	A listed entity should have a program for inducting newdirectors and for periodically reviewing whether there is a needfor existing directors to undertake professional development tomaintain the skills and knowledge needed to perform their roleas directors effectively.	The Company has adopted a process for the induction of executivesunder the Remuneration and Nomination Committee Charter.Directors are encouraged to undertake professional development atthe Company's expense.
		The Chartercan be found at:http://acaciacoal.com.au/about/corporate-governance/
PRINCIPLE 3 –	INSTIL A CULTUREOF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1	A listed entity should articulate and disclose its values.	The Company has a statement of values.The Statement can be found at:http://acaciacoal.com.au/about/corporate-governance/
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 isinformed of any material breaches ofthat code by adirector or senior executive; and(2)any other material breaches of that code that call intoquestion the culture of the organisation.	The Company has a Code of Conduct.The Statement can be found at:http://acaciacoal.com.au/about/corporate-governance/
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 isinformed of any material incidents reported under thatpolicy.	The Company adopted has a Whistleblower Policy.The Statement can be found at:http://acaciacoal.com.au/about/corporate-governance/

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
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 isinformed of any material breaches of that policy.	The Company has adopted anAnti-Bribery and Corruption Policy.The Statement can be found at:http://acaciacoal.com.au/about/corporate-governance/

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons 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 nonexecutive directors and a majority of whom areindependent directors; and(2)is chaired by an independent director, who is notthe chair 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 verifyand safeguard the integrity of its corporate reporting,		The Company has adopted an Audit and Risk Committee Charter.Given the size of the Board, all 3 directors form part of thecommittee.As Mr Adam Santa Maria holds the position of Executive Chairmanof the Company, the Company does not meet the test of having 3independent directors.The Chartercan be found at:http://acaciacoal.com.au/about/corporate-governance/
	including the processes for the appointment and removalof the external auditor and the rotation of the auditengagement partner.
4.2	The board of a listed entity should, before it approves theentity's financial statements for a financial period, receive fromits CEO and CFO a declaration that, in their opinion, thefinancial records of the entity have been properly maintainedand that the financial statements comply with the appropriateaccounting standards and give a true and fair view of thefinancial position and performance of the entity and that theopinion has been formed on the basis of a sound system of riskmanagement and internal control which is operating effectively.	The Company receives a declaration from the Executive Chairmanand the CFO equivalent under Section 295A.
4.3	A listed entity should disclose its process to verify the integrityof any periodic corporate report it releases to the market that isnot audited or reviewed by an external auditor.	The Company has a process where the reports are prepared by anaccountant, reviewed by the Company Secretary and ExecutiveChairman before the Board approvesthe release to the ASX.

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Our5reasons for not doing so are:
PRINCIPLE 5 –	MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should have and disclose a written policy forcomplying with its continuous disclosure obligations underlisting rule3.1.	The Company has adopted aContinuous Disclosure Policy.The Statement can be found at:http://acaciacoal.com.au/about/corporate-governance/
5.2	A listed entity should ensure that its board receives copies of allmaterial market announcements promptly after they have beenmade.	Any announcement is drafted by the appropriate department thenreviewed by the Company Secretary and Chairman before boardapproval. The announcement is then released to the ASX.
5.3	A listed entity that gives a new and substantive investor oranalyst presentation should release a copy of the presentationmaterials on the ASX Market Announcements Platform aheadof the presentation.	All investor presentations are released to the ASX ahead of anymeeting.
	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.	Appropriate information can be found at:http://acaciacoal.com.au/about/corporate-governance/
6.2	A listed entity should have an investor relations program thatfacilitates effective two-way communication with investors.	The Company has adopted a Shareholder Communication Policy.The Statement can be found at:http://acaciacoal.com.au/about/corporate-governance/
6.3	A listed entity should disclose how it facilitates and encouragesparticipation at meetings of security holders.	All shareholders are encouraged to ask questions and given theopportunity to ask questions at each security holder meeting.
6.4	A listed entity should ensure that all substantive resolutions at ameeting of security holders are decided by a poll rather than bya show of hands.	All resolutions dealing with ASX Listing Rule issues are decidedbased on a poll.
6.5	A listed entity should give security holders the option to receivecommunications from, and send communications to, the entityand its security registry electronically.	All shareholders are offered electronic communications.

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons 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 ofwhich:	The Company has adoptedaRisk Management Policyand has aAudit and Risk Committee Charter.
	(1)has at least three members, a majority of whom areindependent directors; and(2)is chaired by an independent director,	Given the size of the Board, all 3 directors form part of thecommittee.
	and disclose:(3)the charter of the committee;(4)the members of the committee; and	Mr Robertson and Mr Lawrence are deemed to be independent. MrAdam Santa Maria holds the position of Executive Chairman of theCompany, and not deemed to be independent.
	(5)as at the end of each reporting period, the numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; or	The Chartercan be found at:http://acaciacoal.com.au/about/corporate-governance/
	(b)if it does not have a risk committee or committees thatsatisfy (a) above, disclose that fact and the processes itemploys for overseeing the entity's risk managementframework.
7.2	The board or a committee of the board should:(a)review the entity's risk management framework at leastannually to satisfy itself that it continues to be sound andthat the entity is operating with due regard tothe riskappetite set by the board; and(b)disclose, in relation to each reporting period, whethersuch a review has taken place.	Under the audit and risk management charter, a review is carried outannually.
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 governance, riskmanagement and internal control processes.	The Company outsources its accounting work to a consulting firmwho preparesthe Company's accounts. This is then reviewed by theChairman and board members prior to an external review byauditors.

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Our5reasons for not doing so are:
7.4	A listed entity should disclose whether it has any materialexposure to environmental or social risks and, if it does, how itmanages or intends to manage those risks.	The Company has environmental exposure when it conductsexploration works. The Company hires competent experts to reducethe risks associated with environmental damage.

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Our5reasons for not doing so are:
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 numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; or(b)if it does not have a remuneration committee, disclosethat fact and the processes it employs for setting the leveland composition of remuneration for directors and seniorexecutives and ensuring that such remuneration is	The Company has adoptedaRemuneration Committee Charter.Given the size of the Board, all 3 directors form part of thecommittee.Mr Robertson and Mr Lawrence are deemed to be independent. MrAdam Santa Maria holds the position of Executive Chairman of theCompany, and not deemed to be independent.The Chartercan be found at:http://acaciacoal.com.au/about/corporate-governance/
8.2	appropriate and not excessive.A listed entity should separately disclose its policies andpractices regarding the remuneration of non-executive directorsand the remuneration of executive directors and other seniorexecutives.	Each director is paid a fixed remuneration as stated on page 7 of theAnnual Report.
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.		We do not have an equity-based remuneration scheme and thisrecommendation is therefore not applicable

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons 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 languagein which board or security holder meetings are held or keycorporate documents are written should disclose the processesit has in place to ensure the director understands and cancontribute to the discussions at those meetings andunderstands and can discharge their obligations in relation tothose documents.		We do not have a director in this position and this recommendationis therefore not applicable
9.2	A listed entity established outside Australia should ensure thatmeetings of security holders are held at a reasonable place andtime.		We are established in Australia and this recommendation istherefore not applicable
9.3	A listed entity established outside Australia, and an externallymanaged listed entity that has an AGM, should ensure that itsexternal auditor attends its AGM and is available to answerquestions from security holders relevant to the audit.		We are established in Australia andnot an externally managed listedentityandthis recommendation is therefore not applicable