STRIKE RESOURCES LIMITED — Governance Information 2018

Oct 24, 2018

ASX APPENDIX 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity STRIKE RESOURCES LIMITED

94 088 488 724 30 June 2018

ABN/ARBN Financial year ended

Our Corporate Governance Statement2 (CGS) for the above period above can be found at:3

☐ These pages of our annual report: Not Applicable

This URL on our website:http://strikeresources.com.au/corporate/corporate-governance/

The Corporate Governance Statement is accurate and up to date as at 24 October 2018 and has been approved by the Board.

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

Date: 25 October 2018

Name of Director or Secretary authorising lodgement:

Victor Ho Director and Company Secretary

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.

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.

ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation		We have followed the recommendation in full forthe whole of the period above. We have disclosed…	WehaveNOTfollowedtherecommendation infull for the whole oftheperiod above.We have disclosed…
	PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should disclose:(a)the respective roles and responsibilitiesof its board and management; and(b)those matters expressly reserved to theboardandthosedelegatedtomanagement.	… the fact that we follow this recommendation:in our Corporate Governance Statementat Section 1.1 of CGS…and information about the respective roles andresponsibilities of our board and management(including those matters expressly reserved totheboardandthosedelegatedtomanagement):at Sections 1.1.1 and 1.1.2	Not Applicable
1.2	A listed entity should:(a)undertake appropriate checks beforeappointing a person, or putting forward tosecurity holders a candidate for election,as a director; and(b)provide security holders with all materialinformation in its possession relevant toa decision on whether or not to elect orre-elect a director.	… the fact that we follow this recommendation:in our Corporate Governance Statementat Section 1.2	Not Applicable
1.3	A listed entity should have a writtenagreement with each director and seniorexecutive setting out the terms of theirappointment.	Not Applicable	anexplanationwhy that is so inourCorporateGovernanceStatementat Section 1.3
1.4	The company secretary of a listed entityshould be accountable directly 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 Statementat Section 1.4	Not Applicable
1.5	A listed entity should:(a)have a diversity policy which includesrequirements for the board or a relevantcommitteeoftheboardtosetmeasurable objectives for achievinggender diversity and to assess annuallyboth the objectives and the entity'sprogress in achieving them;(b)disclose that policy or a summary of it;and(c)disclose as at the end of each reportingperiod the measurable objectives forachieving gender diversity set by theboard or a relevant committee of theboard in accordance with the entity'sdiversity policy and its progress towardsachieving them and either:(1) the respective proportions of menand women on the board, in seniorexecutive positions and across thewhole organisation (including howtheentityhasdefined"seniorexecutive" for these purposes); or(2) if the entity is a "relevant employer"undertheWorkplaceGenderEquality Act, the entity's most recent"Gender Equality Indicators", asdefined in and published under thatAct.	… the fact that we have a diversity policy thatcomplies with paragraph (a):Not Applicable… and the measurable objectives for achievinggender diversity set by the board or a relevantcommittee of the board in accordance with ourdiversity policy and our progress towardsachieving them:Not Applicable… and the information referred to in paragraphs(c)(1) or (2):in our Corporate Governance Statementat Section 1.5	anexplanationwhy that is so inourCorporateGovernanceStatementat Section 1.5

	Corporate Governance Council recommendation	We have followed the recommendation in full forthe whole of the period above. We have disclosed…	WehaveNOTfollowedtherecommendation infull for the whole oftheperiod above.We have disclosed…
1.6	A listed entity should:(a) haveanddiscloseaprocessforperiodically evaluating the performanceof the board, its committees andindividual directors; and(b) disclose, in relation to each reportingperiod,whetheraperformanceevaluationwasundertakeninthereporting period in accordance with thatprocess.	… the evaluation process referred to inparagraph (a):… and the information referred to in paragraph(b):in our Corporate Governance Statementat Section 1.6	Not Applicable
1.7	A listed entity should:(a)haveanddiscloseaprocessforperiodically evaluating the performanceof its senior executives; and(b)disclose, in relation to each reportingperiod,whetheraperformanceevaluationwasundertakeninthereporting period in accordance with thatprocess.	… the evaluation process referred to in paragraph(a):… and the information referred to in paragraph(b):in our Corporate Governance Statementat Section 1.7	Not Applicable
	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, amajority of whom are independentdirectors; and(2) ischairedbyanindependentdirector,and disclose:(3) the charter of the committee;(4) the members of the committee; and(5) as at the end of each reportingperiod, the number of times thecommittee met throughout the periodand the individual attendances of themembers at those meetings; or(b)if it does not have a nominationcommittee, disclose that fact and theprocesses it employs to address boardsuccession issues and to ensure that theboard has the appropriate balance ofskills,knowledge,experience,independence and diversity to enable ittodischargeitsdutiesandresponsibilities effectively.	If the entity complies with paragraph (a):… the fact that we have a nomination committeethat, as regards paragraph (1), has threemembers but does not have an independentmajority and complies with paragraph (2):in our Corporate Governance Statementat Section 2.2… and a copy of the Charter of the Committee:at this location:http://strikeresources.com.au/corporate/corporategovernance/… and the information referred to in paragraphs(4) and (5):in our Corporate Governance Statementat Section 2.2and 2018 Annual ReportIf the entity complies with paragraph (b):… the fact that we do not have a nominationcommittee and the processes we employ toaddress board succession issues and toensure that the board has the appropriatebalance of skills, knowledge, experience,independence and diversity to enable it todischarge its duties and responsibilitieseffectively:	an explanation whythenominationcommittee does nothaveanindependentmajority is in ourCorporateGovernanceStatementat Section 2.2refer alsoRemunerationandNominationCommittee Charter
2.22.3	A listed entity should have and disclose aboard skills matrix setting out the mix of skillsand diversity that the board currently has oris looking to achieve in its membership.A listed entity should disclose:(a)the names of the directors considered bythe board to be independent directors;(b)if a director has an interest, position,association or relationship of the typedescribed in Box 2.3 but the board is ofthe opinion that it does not compromisethe independence of the director, thenatureoftheinterest,position,association or relationship in question	Not Applicable… our board skills matrix:in our Corporate Governance Statementat Section 2.3… the names of the directors considered by theboard to be independent directors:in our Corporate Governance Statementat Section 2.7… and where applicable, the information referredto in paragraph (b):Not Applicable	Not ApplicableNot Applicable

KEY TO CORPORATE GOVERNANCE DISCLOSURES STRIKE RESOURCES LIMITED

A.B.N. 94 088 488 724

Corporate Governance Council recommendation		We have followed the recommendation in full forthe whole of the period above. We have disclosed…	WehaveNOTfollowedtherecommendation infull for the whole oftheperiod above.We have disclosed…
	and an explanation of why the board is ofthat opinion; and(c)the length of service of each director.	… and the length of service of each director:in our Corporate Governance Statementat Sections 1.3 and 2.4 to 2.7
2.4	A majority of the board of a listed entity shouldbe independent directors.	… the fact that we follow this recommendation:Not Applicable	an explanation whythat is soin ourCorporateGovernanceStatementat Sections 2.1 and2.7
2.5	The chair of the board of a listed entity shouldbe an independent director and, in particular,should not be the same person as the CEO ofthe entity.	… the fact that the chair of the board should bean independent director:Not Applicable… the fact that the chair should not be the sameperson as the CEO (equivalent)in our Corporate Governance Statementat Sections 2.4, 2.5 and 2.7	an explanation whythechairoftheboardisnotanindependent directorat Sections 2.4 and2.7
2.6	A listed entity should have a program forinductingnewdirectorsandprovideappropriateprofessionaldevelopmentopportunities for directors to develop andmaintain the skills and knowledge needed toperform their role as directors effectively.	… the fact that we follow this recommendation:in our Corporate Governance Statementat Section 2.8	Not Applicable
	PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY
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.	… our code of conduct or a summary of it:in our Corporate Governance Statementat Section 3.1and at this location:http://strikeresources.com.au/corporate/corporategovernance/	Not Applicable
	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 ofwhom are non-executive directorsandamajorityofwhomareindependent directors; and(2)ischairedbyanindependentdirector, who is not the chair of theboard,and disclose:(3)the charter of the committee;(4)therelevantqualificationsandexperience of the members of thecommittee; and(5)in relation to each reporting period,the number of times the committeemet throughout the period and theindividualattendancesofthemembers at those meetings; or(b)if it does not have an audit committee,disclose that fact and the processes itemploys that independently verify andsafeguard the integrity of its corporatereporting, including the processes for theappointment and removal of the external	If the entity complies with paragraph (a):… the fact that we have an audit committee that,as regards paragraph (1), has three membersbut does not have an independent majorityand complies with paragraph (2):in our Corporate Governance Statement… and a copy of the charter of the committee:at this location:http://strikeresources.com.au/corporate/corporategovernance/… and the information referred to in paragraphs(4) and (5):at this location:at Section 4.1and 2018 Annual Report	an explanation whythe audit committeedoes not have anindependentmajority is in ourCorporateGovernanceStatementat Section 4.1refer alsoAuditCommitteeCharter

	Corporate Governance Council recommendation	We have followed the recommendation in full forthe whole of the period above. We have disclosed…	WehaveNOTfollowedtherecommendation infull for the whole oftheperiod above.We have disclosed…
	auditor and the rotation of the auditengagement partner.	If the entity complies with paragraph (b):… the fact that we do not have an audit committeeandtheprocessesweemploythatindependentlyverifyandsafeguardtheintegrity of our corporate reporting, includingthe processes for the appointment andremoval of the external auditor and the rotationof the audit engagement partner:Not Applicable
4.2	The board of a listed entity should, before itapproves the entity's financial statements fora financial period, receive from its CEO andCFO a declaration that, in their opinion, thefinancial records of the entity have beenproperly maintained and that the financialstatements comply with the appropriateaccounting standards and give a true and fairview of the financial position and performanceof the entity and that the opinion has beenformed on the basis of a sound system of riskmanagement and internal control which isoperating effectively.	… the fact that we follow this recommendation:in our Corporate Governance Statementat Section 4.2	Not Applicable
4.3	A listed entity that has an AGM should ensurethat its external auditor attends its AGM andis available to answer questions from securityholders relevant to the audit.	… the fact that we follow this recommendation:in our Corporate Governance Statementat Sections 4.3	Not Applicable
	PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should:(a)have a written policy for complying withits continuous disclosure obligationsunder the Listing Rules; and	… our continuous disclosure compliance policsummary of it:in our Corporate Governance Statement	Not Applicable
	(b)disclose that policy or a summary of it.	at Section 5.1
	PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide informationabout itself and its governance to investorsvia its website.	… information about us and our governance onour website:at these locations:	Not Applicable
		at Section 6.1and at these locations:http://strikeresources.com.au/http://strikeresources.com.au/corporate/corporateprofile/http://strikeresources.com.au/corporate/corporate
		governance/
6.2	A listed entity should design and implementan investor relations program to facilitateeffectivetwo-waycommunicationwithinvestors.	… the fact that we follow this recommendation:in our Corporate Governance Statementat Section 6.2	Not Applicable
6.3	A listed entity should disclose the policies andprocesses it has in place to facilitate andencourage participation at meetings ofsecurity holders.	… our policies and processes for facilitating andencouraging participation at meetings ofsecurity holders:in our Corporate Governance Statement	Not Applicable
		at Section 6.3
6.4	A listed entity should give security holders theoption to receive communications from, andsend communications to, the entity and itssecurity registry electronically.	… the fact that we follow this recommendation:in our Corporate Governance Statementat Section 6.4	Not Applicable

	PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1	The board of a listed entity should:(a)have a committee or committees tooversee risk, each of which:(1) has at least three members, amajority of whom are independentdirectors; and(2) ischairedbyanindependentdirector,and disclose:(3) the charter of the committee;(4) the members of the committee; and(5) as at the end of each reportingperiod, the number of times thecommittee met throughout the periodand the individual attendances of themembers at those meetings; or(b)if it does not have a risk committee orcommitteesthatsatisfy(a) above,disclose that fact and the processes itemploys for overseeing the entity's riskmanagement framework.	If the entity complies with paragraph (a):… the fact that we have a committee orcommittees to oversee risk that comply withparagraphs (1) and (2):Not Applicable… and a copy of the charter of the committee:Not Applicable… and the information referred to in paragraphs(4) and (5):Not ApplicableIf the entity complies with paragraph (b):… the fact that we do not have a risk committeeor committees that satisfy (a) and theprocesses we employ for overseeing our riskmanagement framework:in our Corporate Governance Statementat Section 7.1	an explanation whythat is soin ourCorporateGovernanceStatementat Section 7.1refer also:AuditCommitteeCharter
7.27.3	The board or a committee of the boardshould:(a)review the entity's risk managementframework at least annually to satisfyitself that it continues to be sound; and(b)disclose, in relation to each reportingperiod, whether such a review has takenplace.A listed entity should disclose:(a)if it has an internal audit function, how thefunction is structured and what role itperforms; or(b)if it does not have an internal auditfunction, that fact and the processes itemploys for evaluating and continuallyimproving the effectiveness of its riskmanagementandinternalcontrolprocesses.	… the fact that board or a committee of the boardreviews the entity's risk management frameworkat least annually to satisfy itself that it continuesto be sound:Not Applicable… and that such a review has taken place in thereporting period covered by this Appendix 4G:Not ApplicableIf the entity complies with paragraph (a):… how our internal audit function is structuredand what role it performs:Not ApplicableIf the entity complies with paragraph (b):… the fact that we do not have an internal auditfunction and the processes we employ forevaluating and continually improving theeffectiveness of our risk management andinternal control processes:in our Corporate Governance Statementat Section 7.3	an explanation whythat is soin ourCorporateGovernanceStatementat Section 7.1an explanation whythat is soin ourCorporateGovernanceStatementat Section 7.3
7.4	A listed entity should disclose whether it hasanymaterialexposuretoeconomic,environmental and social sustainability risksand, if it does, how it manages or intends tomanage those risks.	… whether we have any material exposure toeconomic,environmentalandsocialsustainability risks and, if we do, how wemanage or intend to manage those risks:in our Corporate Governance Statementat Section 7.2	Not Applicable

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, amajority of whom are independentdirectors; and(2)ischairedbyanindependentdirector,and disclose:(3) the charter of the committee;(4) the members of the committee; and(5) as at the end of each reportingperiod, the number of times thecommittee met throughout the periodand the individual attendances of themembers at those meetings; or(b)if it does not have a remunerationcommittee, disclose that fact and theprocesses it employs for setting the leveland composition of remuneration fordirectors and senior executives andensuring that such remuneration isappropriate and not excessive.	If the entity complies with paragraph (a):… the fact that we have a remunerationcommittee that, as regards paragraph (1), hasthree members, does not have an independentmajority and does not comply with paragraph (2):in our Corporate Governance Statementat Section 8.1… and a copy of the charter of the committee:at this location:http://strikeresources.com.au/corporate/corporategovernance/… and the information referred to in paragraphs(4) and (5):in our Corporate Governance Statementat Section 8.1and in the 2018 Annual ReportIf the entity complies with paragraph (b):… the fact that we do not have a remunerationcommittee and the processes we employ forsettingthelevelandcompositionofremunerationfordirectorsandseniorexecutivesandensuringthatsuchremuneration is appropriate and not excessive:Not Applicable	an explanation whytheremunerationcommittee does nothaveanindependent chair oranindependentmajority is in ourCorporateGovernanceStatementat Section 8.1refer alsoRemunerationandNominationCommittee Charter
8.2	A listed entity should separately disclose itspoliciesandpracticesregardingtheremuneration of non-executive directors andthe remuneration of executive directors andother senior executives.	… separately our remuneration policies andpractices regarding the remuneration of nonexecutive directors and the remuneration ofexecutivedirectorsandotherseniorexecutives:in our Corporate Governance Statementat Section 8.2and in the Remuneration Report withinthe 2018 Annual Report	Not Applicable
8.3	A listed entity which has an equity-basedremuneration scheme should:(a)have a policy on whether participants arepermitted to enter into transactions(whether through the use of derivativesor otherwise) which limit the economicrisk of participating in the scheme; and(b)disclose that policy or a summary of it.	… our policy on this issue or a summary of it:in our Corporate Governance Statementat Section 8.3and Share Trading Policy athttp://strikeresources.com.au/corporate/corporategovernance/	Not Applicable