STRIKE RESOURCES LIMITED — Governance Information 2021

Oct 28, 2021

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CORPORATE GOVERNANCE STATEMENT

INTRODUCTION

The Board of Directors is committed to maintaining high standards of safety, performance and corporate governance for Strike Resources Limited ( Company or Strike ) and the entities it controls ( Group or Strike Group ). Good corporate governance is about having a set of core values and behaviours that underpin the Group’s activities and ensure transparency, fair dealing and protection of the interests of stakeholders – including shareholders, personnel, suppliers and communities in which the Group operates.

The Board of Directors supports the Corporate Governance Principles and Recommendations (4[th] Edition, released in February 2019) ( ASX Recommendations ) developed by the ASX Corporate Governance Council ( Council ).

The Company’s practices are largely consistent with the ASX Recommendations. The Board considers that the implementation of a small number of the ASX Recommendations is not appropriate, for the reasons set out below in relation to the items concerned. The Board uses its best endeavours to ensure that exceptions to the ASX Recommendations do not have a negative impact on the Company and the best interests of shareholders as a whole.

As required by the ASX Listing Rules, this Corporate Governance Statement ( CGS ) discloses the extent to which the Company has followed the ASX Recommendations during the 2021/2021 financial year ( Reporting Period ), as summarised below:

Period), as summarised below:
ASX Corporate Governance Principles and Recommendations	CGS Reference
Principle 1 – Lay solid foundations for management and oversight	1.1 - 1.7
Principle 2 – Structure the Board to to be effective and add value	2.1 - 2.15
Principle 3 – Instil a culture of acting lawfully, ethically and responsibly	3.1 – 3.4
Principle 4 – Safeguard the integrity of corporate reports	4.1 - 4.3
Principle 5 – Make timely and balanced disclosure	5.1 – 5.3
Principle 6 – Respect the rights of security holders	6.1 - 6.6
Principle 7 – Recognise and manage risk	7.1 - 7.4
Principle 8–Remunerate fairly and responsibly	8.1-8.3

The Company has also prepared an ASX Appendix 4G – Key to Corporate Governance Disclosures (which reports on the Company’s compliance with each of the ASX Recommendations) - this has been lodged with the CGS on ASX and may be viewed and downloaded from the Corporate Governance page of the Company’s website (details below).

A copy of the ASX Recommendations can be found on the ASX website at the following URL: https://www.asx.com.au/documents/regulation/cgc-principles-and-recommendations-fourth-edn.pdf

The Company’s latest 2021 Annual Report (and other ASX market announcements and releases) may be viewed and downloaded from the Company’s website at the following URL: http://strikeresources.com.au/

The Corporate Governance page of the Strike website contains most of the charters, codes and policies which are referred to in this CGS, at the following URL: http://strikeresources.com.au/corporate/corporate-governance/

The names of the Directors and Company Secretary currently in office and their qualifications, experience and positions in other listed companies are stated in the Company’s latest 2021 Annual Report.

Approved by the Board and current as at 21 October 2021

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www.strikeresources.com.au

STRIKE RESOURCES LIMITED

A.B.N. 94 088 488 724

Level 2, 231 Ventnor Avenue, West Perth, Western Australia 6005 T | (08) 9214 9727 F | (08) 9214 9701

E | info@strikeresources.com.au

ASX: SRK

STRIKE RESOURCES LIMITED A.B.N. 94 088 488 724

2020/2021 FINANCIAL YEAR

CORPORATE GOVERNANCE STATEMENT

PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

• 1.1. Role and Responsibilities of the Board of Directors and Senior Management

1.1.1 Board of Directors

In general, the Board is responsible for, and has the authority to determine, all matters relating to the policies, practices, management and operations of the Company. The Board is also responsible for the overall corporate governance of the Company, and recognises the need for the highest standards of behaviour and accountability in acting in the best interests of the Company as a whole.

The Board also ensures that the Company complies with all of its contractual, statutory and any other legal and regulatory obligations. The Board has the final responsibility for the successful operation of the Company. Where the Board considers that particular expertise or information is required, which is not available from within its members, appropriate external advice may be taken and reviewed prior to a final decision being made.

Without intending to limit the general role of the Board, the principal functions and responsibilities of the Board include the matters set out below, subject to delegation to Senior Management as specified elsewhere in this CGS or as otherwise appropriate:

• (a) formulation and approval of the strategic direction, objectives and goals of the Company;

• (b) the prudential control of the Company’s finances and operations and monitoring the financial performance of the Company;

• (c) the resourcing, review and monitoring of Senior Management;

• (d) ensuring that adequate internal control systems and procedures exist and that compliance with these systems and procedures is maintained;

• (e) the identification of significant business risks and ensuring that such risks are adequately managed;

• (f) the timeliness, accuracy and effectiveness of communications and reporting to shareholders and the market; and

• (g) the establishment and maintenance of appropriate ethical standards.

The Board takes advice from the Audit Committee and the Remuneration and Nomination Committee on matters within their respective Charters, however the Board retains final decision-making authority on those matters.

The Company has adopted a formal Board Charter, which may be viewed and downloaded from the Corporate Governance section of the Company’s website.

The Board Charter sets out the principles under which the Board will operate and describes the functions of the Board; it prescribes the manner in which the Board may delegate its functions to management; it is intended to create an appropriate, practical and consistent framework of control for the Group to ensure compliance with statutory and corporate governance practice requirements by the Board and management of the Group.

1.1.2 Senior Management

The role of Senior Management is to deliver the strategic direction and goals determined by the Board.

The Board has delegated to the Managing Director, and through the Managing Director to other Senior Executives, responsibility for the day-to-day management of the Group, which includes:

• (a) achievement of the Group’s strategies, goals and objectives;

• (b) management of the Group’s operations, finances and risk management practices and policies;

• (c) compliance with statutory, regulatory and other legal requirements and the Group policies;

• (d) establishing and maintaining effective and positive relationships with Board members, personnel, business partners, shareholders, the investment community, government and regulatory authorities, local communities and other Group stakeholders; and

• (e) reporting to the Board on the above matters.

Senior Management may also be delegated responsibility for other matters under policies adopted by the Board.

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STRIKE RESOURCES LIMITED A.B.N. 94 088 488 724

2020/2021 FINANCIAL YEAR

CORPORATE GOVERNANCE STATEMENT

The Company undertakes appropriate checks before appointing a person as a Senior Executive. Candidates are assessed through interviews, meetings and background and reference checks (which may be conducted both by external consultants and by Directors) as appropriate.

The Company’s Senior Management Team comprise:

• Executive Chairman, Farooq Khan (appointed 18 December 2015 as Chairman; Director since 30 September 2015, previously, a Director between 3 September 1999 and 3 February 2011);

• Managing Director, William Johnson (appointed 25 March 2013; previously Executive Director from July 2006 to April 2010 and Non-Executive Director from April 2010 to March 2013); and

• Executive Director and Company Secretary, Victor Ho (appointed Company Secretary on 30 September 2015 and as Director on 24 January 2014; previously Company Secretary between 9 March 2000 and 30 April 2010 and Executive Director between 12 October 2000 and 30 April 2010).

1.2. Board Nominations

The Board (on recommendations received from the Remuneration and Nomination Committee, where appropriate) will consider nominations for appointment or election of Directors that may arise from time to time, having regard to the skills and experience required by the Company (as detailed in the Board Skills Matrix referred to in Section 2.3 below) and procedures outlined in the Company’s Constitution and the Corporations Act 2001 (Cth) ( Corporations Act ).

The Company undertakes appropriate checks before appointing a person, or putting forward to shareholders a candidate for election, as a Director. Candidates are assessed through interviews, meetings and background and reference checks (which may be conducted both by external consultants and by Directors) as appropriate.

The Company gives shareholders all material information in its possession relevant to the decision on whether or not to elect (or re-elect) a Director, either in the notice of the meeting at which the election of the Director is to be held, or by including in the notice a clear reference to the location on the Company’s website, Annual Report or other document lodged with ASX, where the information can be found.

1.3. Terms of Appointment – Directors and Senior Executives

Each new Non-Executive Director will receive a letter formalising their appointment (to be acknowledged by the Director) and outlining the material terms of their appointment including matters pertaining to: their remuneration; their role, duties and accountabilities; their tenure; the time commitment expected; review of their performance; conflicts of interest; confidentiality; rights of access to corporate information; Director’s indemnity and insurance; the disclosure of interests in securities; right to seek independent professional advice; professional development; compliance with key Company policies, including the Board Charter, Code of Conduct and the Securities Trading Policy; entitlement to additional remuneration in respect of special exertions undertaken by the Director (at the request of the Company) and retirement requirements (subject to the right to seek re-election at the Company’s AGM).

In addition, the Company and each Director are party to Director’s Indemnity Deeds, discussed in more detail in Section 2.15 below. The Non-Executive Directors of the Company have not been appointed for fixed terms.

Senior Executives will generally have written employment agreements with the Company setting out their duties, obligations and remuneration. The Company’s current Senior Executives are the Executive Chairman, Managing Director and the Company Secretary (who is also an Executive Director). The Company has entered into a formal employment agreement with the Managing Director, a summary of which is outlined within the Remuneration Report in the Company’s latest 2021 Annual Report. The Company does not presently have a formal service or employment agreement with the Company Secretary. The Company Secretary is, however, an experienced company executive and company secretary, and is well aware of the requirements of his position, including his roles and responsibilities and his duties as the Secretary of the Company. His remuneration has been determined by the Board. The Company is considering entering into an employment agreement with the Company Secretary to formalise his duties, obligations, remuneration reporting arrangements and termination (including any termination entitlements, where applicable).

The remuneration paid/payable to the Company’s ‘Key Management Personnel’ (which includes the Managing Director and the Company Secretary (in his capacity as both Director and Company Secretary) are outlined within the Remuneration Report in the Company’s latest 2021 Annual Report.

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STRIKE RESOURCES LIMITED A.B.N. 94 088 488 724

2020/2021 FINANCIAL YEAR

CORPORATE GOVERNANCE STATEMENT

The Company’s Constitution requires one third of the Directors (or if that is not a whole number, the whole number nearest to but not exceeding one third) to retire at each Annual General Meeting ( AGM ). The Director(s) who retire under this rule are those who have held office the longest since last being elected or appointed. If two or more Directors have been in office for the same period, those Directors may agree which of them will retire. This rule does not apply to the Managing Director. A Director appointed by the Board since the last AGM is subject to retirement and re-election at the following AGM, and is also not taken into account in determining the number of Directors who must retire by rotation.

ASX Listing Rule 14.4 also prevents a Director from holding office (without re-election) past the third AGM following the Director’s appointment or 3 years, whichever is longer. This rule does not apply to the Managing Director.

The initial appointment and last re-election dates of each current Director are listed below.

Director	First Appointed	AGM Last Re-elected
William Johnson	18 July 2006 (Managing Director since 25 March 2013; Director since 14 July 2006)	2012 AGM; as Managing Director, not subject to retirement by rotation at future AGMs
Malcolm Richmond	25 October 2006 (Previously Chairman from 3 February 2011 to 18 December 2015)	2018 AGM Retires and will stand for re-election at the 2021 AGM
Matthew Hammond	25 September 2009	2019 AGM
Victor Ho	24 January 2014 (previously a Director between 12 October 2000 and 30 April 2010	2020 AGM
Farooq Khan	30 September 2015 (Chairman from 18 December 2015; previously, a Director between 3 September 1999 and 3 February 2011)	2018 AGM Retires and will stand for re-election at the 2021 AGM

1.4. The Company Secretary

The Company Secretary is appointed by the Board and is responsible for developing and maintaining the information systems and processes that are appropriate for the Board to fulfil its role. The Company Secretary is responsible to the Board for ensuring compliance with Board policies and procedures and governance matters. The Company Secretary ensures the timely despatch of Board papers and the accurate minuting of Board meetings. He has responsibility to facilitate the ongoing professional development of Directors. 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 is also responsible for overseeing and coordinating disclosure of information to the ASX as well as communicating with the ASX.

Victor Ho is the current Company Secretary (appointed 30 September 2015; also Director, appointed 24 January 2014). Mr Ho’s qualifications, experience and positions in other listed companies are stated in the Company’s latest 2021 Annual Report.

1.5. Diversity

The Board, Senior Management and workforce of the Company/Group currently comprises individuals that are culturally diverse, together with possessing an appropriate blend of qualifications and skills.

The Company recognises the positive advantages of a diverse workplace and is committed to:

• (a) creating a working environment conducive to the appointment of well qualified personnel, Senior Management and Board candidates; and

• (b) identifying ways to promote a corporate culture which embraces diversity.

The Company has adopted a formal Diversity Policy, which may be viewed and downloaded from the Corporate Governance section of the Company’s website.

The small size of, and low turnover within, the Company’s workforce are such that it cannot realistically be expected to reflect the degree of diversity of the general population. Given those circumstances, and the current nature and scale of the Company’s activities, the Board has determined that it is not practicable to formally set measurable objectives for achieving gender diversity at this time.

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STRIKE RESOURCES LIMITED A.B.N. 94 088 488 724

2020/2021 FINANCIAL YEAR

CORPORATE GOVERNANCE STATEMENT

The Board monitors the extent to which the level of diversity within the Company is appropriate on an ongoing basis and periodically considers measures to improve it. The Board will further consider the establishment of objectives for achieving gender diversity as the Company develops and its circumstances change.

The Board has delegated the responsibility of monitoring and ensuring workplace diversity to the Managing Director.

The Company recognises that both female and male personnel may have family/domestic responsibilities and, accordingly, adopts flexible work practices to assist them to meet those responsibilities (so far as is practicable having regard to business/operational requirements).

The Company does not currently have any women on the Board or in Senior Executives roles within the Group. A “Senior Executive” means the Managing Director and a member of Senior Management that directly reports to the Managing Director. The Company had only two Senior Executives (being the Managing Director and Company Secretary) throughout the Reporting Period and until the date of this CGS.

As at 30 June 2021, the Group had 30% female personnel (30 June 2020: 40%). As at the date of this CGS, the Board has 5 members (no female members) (30 June 2020: 5 members, no female members).

1.6. Board - Performance Review and Evaluation

The Board as a whole has responsibility to review its own performance, the performance of individual Directors and the performance of Board Committees. The Chairman speaks to Directors individually regarding their role and performance as a Director. Evaluations may be conducted via questionnaires and or interviews covering matters such as each Director’s individual contribution, Board and Committee performance and the functioning of the Board and Committee processes.

The Remuneration and Nomination Committee is also responsible for reviewing the performance and remuneration of the Managing Director and Executive Directors (where applicable) and reporting to the Board on the results of their review and their recommendations arising therein.

Due to the size and composition of the Board/Committees and the nature of the Company’s business, the Board has not deemed it necessary to institute a formal documented performance review programme of individual Directors. The Chairman undertakes informal review(s) during the year whereby the performance of the Board/Committees as a whole and the individual contributions of each Director are considered. The overall outcomes are discussed by the Board, with measures taken to improve the effectiveness and efficiency of the Board/Committees as appropriate. The Board considers that such an informal process is appropriate.

1.7. Senior Executive - Performance Review and Evaluation

The Chairman is responsible for reviewing the performance of the Company Secretary (in his capacity as such) and the Managing Director is responsible for reviewing the performance of other Senior Managers. Due to the size and composition of the Senior Management Team and the nature of the Company’s business, the Executive Chairman/Managing Director has not deemed it necessary to institute a formal documented performance review programme of individual Senior Executives/Managers. The Executive Chairman/Managing Director undertakes informal review(s) during the year whereby the performance of the Senior Management Team as a whole and the individual contributions of each Senior Executive/Manager are considered. The overall outcomes are discussed by the Board, with measures taken to improve the effectiveness and efficiency of the Senior Management Team/individual Senior Executives/Managers as appropriate. The Board considers that such an informal process is appropriate. The Remuneration and Nomination Committee also assists the Board/Chairman/Managing Director (as applicable) to determine the remuneration benefits (including equitybased remuneration) of Senior Management and advise on those determinations.

PRINCIPLE 2 – STRUCTURE THE BOARD TO ADD VALUE

2.1. Board of Directors – Composition, Structure and Process

The Board has been formed so that it has an effective composition, size and commitment to adequately discharge its responsibilities and duties given the current size and the scale and nature of the Company’s activities. The Directors periodically review whether the size and composition of the Board remains appropriate to the Company’s activities and operating environment.

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STRIKE RESOURCES LIMITED A.B.N. 94 088 488 724

2020/2021 FINANCIAL YEAR

CORPORATE GOVERNANCE STATEMENT

The names of the Chairman, Managing Director and other Directors in office (during the Reporting Period and currently) and their qualifications, experience and positions in other listed companies are stated in the Company’s latest 2021 Annual Report. A Director is generally, initially appointed by the Board and retires (and may stand for re-election) at the next AGM after their appointment (as outlined in Section 1.3 above).

2.2. Nomination Committee

The Board does not have a stand-alone Nomination Committee but a combined Remuneration and Nomination Committee, which currently comprises Non-Executive Director, Matthew Hammond (as Chairman) independent, Non-Executive Director, Malcolm Richmond and Chairman of the Board, Farooq Khan. Their qualifications, experience and positions in other listed companies are stated in the Company’s latest 2021 Annual Report.

The Remuneration and Nomination Committee has a formal charter to prescribe its purpose, key responsibilities, composition, membership requirements, powers and other administrative matters, which includes a nomination function, with key responsibilities to make recommendations to the Board as to various Board matters including the necessary and desirable qualifications, experience and competencies of Directors and the extent to which these are reflected in the Board, the appointment of the Chairman and Managing Director, the development and review of Board succession plans and addressing Board diversity.

The Remuneration and Nomination Committee Charter may be viewed and downloaded from the Corporate Governance section of the Company’s website.

The Remuneration and Nomination Committee does not have a majority of independent, Non-Executive Directors, having only one independent member, Malcolm Richmond. Mr Richmond is the Company’s sole independent Director. The Company does not consider it appropriate to appoint further independent Directors to its Board at this time, for reasons set out in more detail in Section 2.7, below.

The number of times that the Remuneration and Nomination Committee met during the Reporting Period, and the individual attendances of Committee members at those meetings, are disclosed in the Company’s latest 2021 Annual Report.

2.3. Skills, Knowledge and Experience

The Board seeks to ensure that its members have an appropriate mix of skills, knowledge and experience to enable it to properly perform its responsibilities and be well equipped to navigate the Company through the many opportunities and challenges it faces. Directors are appointed based on the specific business, corporate and governance skills and experience required by the Company. The Board recognises the need for Directors to have a relevant blend of skills and personal experience in a range of disciplines required for the proper management and oversight of the Company’s operations, having regard to the scale and nature of its activities.

While recognising that each Director will not necessarily have experience in each of the following areas, the Board seeks to ensure that its membership includes an appropriate mix of Directors with experience in the resources sector, commercially, internationally, executive management, accounting, finance and corporate affairs.

A summary of the Directors’ skills and experience relevant to the Group as at the end of the Reporting Period is set out below:

A summary of the Directors’ skills and experience relevant to the Group as at the end of the Reporting Period is set out below:	A summary of the Directors’ skills and experience relevant to the Group as at the end of the Reporting Period is set out below:	A summary of the Directors’ skills and experience relevant to the Group as at the end of the Reporting Period is set out below:	A summary of the Directors’ skills and experience relevant to the Group as at the end of the Reporting Period is set out below:
Board Skills and Experience (out of 5 Directors)
Corporate Leadership		International Experience
Experience in CEO and/or other senior corporate leadership roles	4	Senior experience in multiple international locations	4
Resources Industry		Other Board Level experience
Relevant industry (resources, mining, exploration) experience	4	Membership of other listed entities (last 3 years)	5
Finance and Risk		Corporate
Accounting	2	Legal	3
Risk Management	3	Investor Relations	5
Finance	3	Acquisitions	5
Commercial		Regulatory compliance	2
Investments	5
Joint Ventures	5
Acquisitions	5

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STRIKE RESOURCES LIMITED A.B.N. 94 088 488 724

2020/2021 FINANCIAL YEAR

CORPORATE GOVERNANCE STATEMENT

The diverse qualifications, skills and experiences of the Directors, disclosed in the Company’s latest 2021 Annual Report, represents a mix that the Board believes is appropriate to have reflected among its members. The Board reviews its Skills Matrix at least annually.

2.4. Chairman

The Chairman leads the Board and has responsibility for ensuring that the Board receives accurate, timely and clear information to enable Directors to perform their duties as a Board. The Executive Chairman of the Company is Farooq Khan (appointed 18 December 2015 as Chairman; Director since 30 September 2015, previously, a Director between 3 September 1999 and 3 February 2011), whose qualifications, experience and positions in other listed companies are stated in the Company’s latest 2021 Annual Report.

The Board considers that the Company is not currently of a size, nor are its affairs of such complexity, to justify the expense of the appointment of an independent, Non-Executive Chairman. The Board considers that Executive Chairman, Farooq Khan, can make, and does make, quality and independent judgments in the best interests of the Company on all relevant issues. The Board will periodically review whether it would be more appropriate to appoint an independent Chairman.

2.5. Managing Director

The Managing Director is responsible and accountable to the Board for the Company’s management. The Managing Director of the Company is William Johnson (appointed 25 March 2013 as Managing Director; Director since 14 July 2006), whose qualifications, experience and positions in other listed companies are stated in the Company’s latest 2021 Annual Report.

2.6. Other Directors

The Company recognises the importance of Non-Executive Directors and the external perspective and advice that Non-Executive Directors can offer. Malcolm Richmond (appointed 25 October 2006) and Matthew Hammond (appointed 25 September 2009) are Non-Executive Directors of the Company. Victor Ho is an Executive Director (appointed 24 January 2014) and the Company Secretary (appointed 30 September 2015) of the Company. Their qualifications, experience and positions in other listed companies are stated in the Company’s latest 2021 Annual Report.

2.7. Independence

An independent Director, in the view of the Company, is a Non-Executive Director who:

• (a) has not previously been employed in an Executive capacity within the Group, unless a period of at least three years has elapsed between ceasing such employment and serving on the Board;

• (b) does not receive performance-based remuneration (such as options or performance rights) from, or participate in an employee incentive scheme of, the Group;

• (c) is not and has not within the last three years been a principal or senior employee of a material professional adviser to the Group;

• (d) is not and has not within the last three years been in a material business relationship (e.g. supplier, professional adviser, consultant or customer) with the Group, or an officer of or otherwise associated with someone with such a relationship;

• (e) is not a substantial shareholder of the Company or an officer /employee of or professional adviser to, or otherwise associated with, a substantial shareholder of the Company;

• (f) has no material contractual relationship with the Company other than as a Director of the Company;

• (g) has no close personal ties with any person who falls within any of the categories described above; and

• (h) has not been a Director of the Company for such a period that their independence from management and substantial shareholders may have been compromised; there is no specified length of service beyond which a Director is no longer considered independent; the Board will regularly assess whether any (otherwise independent) Director who has served for more than 10 years may no longer be regarded as independent.

In the case where any of the above interests, positions or relationships exist, the Company assesses its materiality to determine whether it might interfere, or reasonably be seen to interfere, with the Director's capacity to bring an independent judgement to bear on issues before the Board and to act in the best interests of the Company and its shareholders generally.

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STRIKE RESOURCES LIMITED A.B.N. 94 088 488 724

2020/2021 FINANCIAL YEAR

CORPORATE GOVERNANCE STATEMENT

The Board assesses the independence of Directors annually, or more frequently if circumstances require.

Malcolm Richmond is regarded as an independent, Non-Executive Director. Mr Richmond has been a Director of the Company for more than 10 years, having been appointed on 25 October 2006. Mr Richmond has extensive experience in the mining industry, having served in senior executive roles at Rio Tinto and on the boards of a number of resource companies. In light of Mr Richmond’s experience and performance as a Strike Director, the Board is satisfied that the length of his service does not compromise his ability to bring an independent judgement to the decisions he is required to make.

Matthew Hammond, Victor Ho and Farooq Khan are representative Directors for major shareholders of the Company and have therefore been deemed by the Board to be ‘not independent’ Directors of the Company.

The Board considers that the Company is not currently of a size, nor are its affairs of such complexity, to justify the expense of the appointment of a majority of independent Non-Executive Directors. The Board believes that the individuals on the Board can make, and do make, quality and independent judgments in the best interests of the Company on all relevant issues.

2.8. Induction and Professional Development

It is the policy of the Board to ensure that the Directors and Senior Management of the Company are equipped with the knowledge and information they need to discharge their responsibilities effectively and that individual and collective performance is regularly and fairly reviewed. The Board reviews whether the Directors, as a group, have the skills, knowledge and familiarity with the Company and its operating environment required to fulfil their role on the Board effectively.

The Company has a programme for inducting new Directors. This includes giving new Directors a full briefing about the nature of the business, significant policies current issues, the corporate strategy and the expectations of the Board concerning the performance of Directors and access to all personnel to gain full background on the Company’s operations. Directors are encouraged to attend director training and professional development courses, as may be required to enable them to develop and maintain the skills and knowledge needed to effectively perform their roles as Directors, at the Company’s expense (as approved by the Chairman and or the Board, as appropriate and applicable).

2.9. Meetings of the Board

The Board holds meetings whenever necessary to deal with specific matters requiring attention. Directors’ Circulatory Resolutions are also utilised where appropriate either in place of or in addition to formal Board meetings. Each member of the Board is committed to spending sufficient time to enable them to carry out their duties as a Director of the Company.

It is recognised and accepted that Board members may also concurrently serve on other boards, either in an executive or non-executive capacity, provided that these commitments do not materially interfere with their ability to serve as a Director of the Company.

2.10. Conflicts of Interest

To ensure that Directors are at all times acting in the interests of the Company, Directors must:

• (a) disclose to the Board actual or potential conflicts that may or might reasonably be thought to exist between the interests of the Director or his duties to any other parties and the interests of the Company in carrying out the activities of the Company; and

• (b) if requested by the Board, within seven days or such further period as may be permitted, take such necessary and reasonable steps to remove any conflict of interest.

If a Director cannot or is unwilling to remove a conflict of interest then the Director must, as per the Corporations Act, absent himself from the room when Board discussion and/or voting occurs on matters to which the conflict relates (save with the approval of the remaining Directors and subject to the Corporations Act).

In appropriate matters, a Director affected by such a conflict may also be excluded from the circulation of information provided to other Directors in relation to that matter. Such an ‘information barrier’ is monitored by the Company Secretary (also an Executive Director).

The Company has also adopted a formal Board Charter, which may be viewed and downloaded from the Corporate Governance section of the Company’s website.

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STRIKE RESOURCES LIMITED A.B.N. 94 088 488 724

2020/2021 FINANCIAL YEAR

CORPORATE GOVERNANCE STATEMENT

2.11. Related-Party Transactions

Related party transactions include any financial transaction between a Director and the Company as defined in the Corporations Act or the ASX Listing Rules. Unless there is an exemption under the Corporations Act from the requirement to obtain shareholders’ approval for the related party transaction, the Board may not approve the transaction. The Company also discloses related party transactions in its Annual Report as required under the Corporations Act and relevant Accounting Standards.

2.12. Share Dealings and Disclosures

The Company has adopted a Securities Trading Policy, which applies to Directors, Officers, Key Management Personnel ( KMP ) (as defined in the Accounting Standards), employees or contractors of the Group and a consultant who has agreed to be bound by the policy. The policy is designed to:

• (a) Explain the type of conduct in relation to dealings in the Company’s securities that is prohibited under the relevant law and by the Group, including insider trading; and

• (b) Establish a procedure for buying, selling or otherwise dealing in the Company’s securities (generally and during specified prohibited periods) which requires (in the case of Executive personnel) the prior approval from the relevant ‘Trading Officer’ (being the Board, Chairman or the Company Secretary, as the case may be). Trading approval during prohibited periods will only be granted where there is severe financial hardship or exceptional circumstances.

A copy of the Company’s Securities Trading Policy (which was recently updated on 19 October 2021) may be viewed and downloaded from the Corporate Governance section of the Company’s website.

2.13. Independent Professional Advice

Subject to prior approval by the Chairman, each Director has the right to seek independent legal and other professional advice at the Company’s expense concerning any aspect of the Company’s operations or undertakings in order to fulfil their duties and responsibilities as a Director.

2.14. Company Information and Confidentiality

All Directors have the right of access to all relevant Company books and to Senior Executives. In accordance with legal requirements and agreed ethical standards, Directors and personnel of the Company have agreed to keep confidential all information received in the course of the exercise of their duties and will not disclose non-public information except where disclosure is authorised or legally mandated.

2.15. Directors’ and Officers’ Deeds

The Company has entered into a deed with each of the current Directors and Company Secretary to regulate certain matters between the Company and each officer, both during the time the officer holds office and after the officer ceases to be an officer of the Company (or of any of its wholly-owned subsidiaries), including indemnity and insurance and the rights of access to and obligations of confidentiality concerning Company information. A summary of the terms of such deeds is contained within the Remuneration Report in the Company’s latest 2021 Annual Report.

PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY

3.1. Statement of Values

The Company instils and reinforces a culture across the Group of acting lawfully, ethically and responsibly and has adopted a formal Statement of Values which expresses the core standards and behaviours it expects from its Directors, Senior Executives and personnel to fulfil its purpose and meet its goals.

The Company's Senior Executives have the responsibility of instilling these values across the Group including ensuring that all personnel receive appropriate induction and training on the values and referencing and reinforcing the values in interactions with personnel.

A copy of the Statement of Values may be viewed and downloaded from the Corporate Governance section of the Company’s website.

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STRIKE RESOURCES LIMITED A.B.N. 94 088 488 724

2020/2021 FINANCIAL YEAR

CORPORATE GOVERNANCE STATEMENT

3.2. Code of Conduct

The Company has adopted a formal Code of Conduct, which may be viewed and downloaded from the Corporate Governance section of the Company’s website. The Code sets and creates awareness of the standard of conduct expected of Directors, officers, employees and contractors in carrying out their roles.

The Company seeks to encourage and develop a culture which will maintain and enhance its reputation as a valued corporate citizen of the countries where it operates and an employer which personnel enjoy working for. The Code sets out policies in relation to various corporate and personal behaviour including safety, discrimination, the environment, communities and heritage issues, respecting the law, anti-corruption, interpersonal conduct, conflict of interest and alcohol and drugs.

While the Code seeks to prescribe standards of behaviour for all Group personnel to observe, it does not, and understandably cannot, identify every ethical issue that an individual might face. The Code’s objective is to provide a benchmark for professional and personal behaviour throughout the Group, to safeguard the Group’s reputation and to make clear the consequences of breaching the Code. The Board is informed of any material breaches of the Code.

All Group personnel receive a copy of the Code when they start with the Group and can access the Code from the Corporate Governance section of the Company’s website or request a copy from their reporting manager or the Company Secretary.

3.3. Whistleblower Policy

The Company has adopted a formal Whistleblower Policy to ensure concerns regarding unacceptable conduct including breaches of the Company's Code of Conduct can be raised on a confidential basis, without fear of reprisal, dismissal or discriminatory treatment. The purpose of this policy is to promote responsible ‘whistle blowing’ about issues where the interests of others, including the public, or of the Company itself is at risk, as well as to ensure full compliance with all applicable government laws, rules and regulations, corporate reporting and disclosure, accounting practices, accounting controls, auditing practices and other matters relating to fraud against shareholders. The Board is informed of any material incidents reported under the policy.

A copy of the Whistleblower Policy may be viewed and downloaded from the Corporate Governance section of the Company’s website.

3.4. Anti-Bribery and Anti-Corruption Policy

The Board has a zero-tolerance approach to bribery and corruption and is committed to acting professionally, fairly and with integrity in all business dealings. The Company has adopted a formal Anti-Bribery and AntiCorruption Policy to provide the Board, Senior Management and all personnel of the Group with a clear set of guidelines to ensure that the Group conducts its activities in an ethical and appropriate manner as well as complying with all relevant laws and regulations and the Company’s Statement of Values. The Board is informed of any material breaches of the policy.

A copy of the Anti-Bribery and Corruption Policy may be viewed and downloaded from the Corporate Governance section of the Company’s website.

PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING

4.1. Audit Committee

The Audit Committee currently comprises independent, Non-Executive Director, Malcolm Richmond (as Chairman), Non-Executive Director, Matthew Hammond and Chairman of the Board, Farooq Khan. Their qualifications, experience and positions in other listed companies are stated in the Company’s latest 2021 Annual Report.

The Audit Committee has a formal charter to prescribe its objectives, duties and responsibilities, access and authority, composition, membership requirements of the Committee and other administrative matters. It has an audit oversight role, with key responsibilities being to review and approve the audited annual and reviewed half-yearly financial reports, to review reports from management and matters related to the external auditor and a risk management function (refer Section 7.1 for further details).

The Audit Committee Charter may be viewed and downloaded from the Company’s website.

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The Audit Committee does not have a majority of independent, Non-Executive Directors, having only one independent member, Audit Committee Chairman Malcolm Richmond. Mr Richmond is the Company’s sole independent Director. The Company does not consider it appropriate to appoint further independent Directors to its Board at this time, for reasons set out in more detail in Section 2.7, above.

The number of times that the Audit Committee met during the Reporting Period, and the individual attendances of Committee members at those meetings, are disclosed in the Company’s latest 2021 Annual Report.

4.2. CEO and CFO Declarations

The Board receives, prior to their approval of the Company’s financial statements for a financial year end, written assurances from the Managing Director (being the CEO equivalent) and the Company Secretary (also a Director of the Company) (being the CFO equivalent) that, in their respective opinions, the financial records of the Company 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 Company and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively, as required under section 295A of the Corporations Act and as per the ASX Recommendations.

4.3. External Auditor

The Company's external auditor ( Auditor ) is selected for their professional competence, reputation and the provision of value for professional fees. Within the audit firm, the partner responsible for the conduct of the Company’s audits is rotated every five years. The external Auditor attends the Company’s AGMs (in person or by teleconference) and is available to answer shareholder questions about the conduct of the audit and the preparation and content of the Auditor’s Report.

The Company’s Auditor is Rothsay Auditing, who were appointed by the Board and commenced with effect on 12 February 2016[1] and were re-appointed at the Company’s 2016 AGM[2] .

4.4. Integrity of Periodic Corporate Reports

When preparing reports for release to the market, including periodic (quarterly, full year, half year and annual) reports (including reports that are not audited or reviewed by the Company’s Auditor), these reports are prepared/reviewed/approved by the Company Secretary (also an Executive Director) (being the CFOequivalent under section 295A of the Corporations Act) and the Managing Director(being the CEO-equivalent under section 295A of the Corporations Act) before being presented to the Board for review and approval. Such reports are not released without these review and approval processes; the reports are also, in any event, signed-off by at least two Officers of the Company prior to release on ASX – typically, by the Managing Director and the /Company Secretary (also an Executive Director).

PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE

5.1. Continuous Disclosure to ASX

The Company has adopted a formal Continuous Disclosure Policy which applies to, and imposes obligations and procedures on, all Directors, Officers, “Key Management Personnel” (as defined in the Accounting Standards – as outlined within the Remuneration Report in the Company’s latest 2021 Annual Report), employees, contractors and consultants to ensure timely and balanced disclosure of all material matters affecting the Group.

In accordance with the Corporations Act and ASX Listing Rule 3.1, the Company immediately notifies ASX of information concerning the Company that a reasonable person would expect to have a material effect on the price or value of the Company’s securities, subject to exceptions permitted by that rule. A reasonable person is taken to expect information to have a material effect on the price or value of the Company’s securities if the information would, or would be likely to, influence persons who commonly invest in securities in deciding whether to acquire or dispose of the Company’s securities.

1 Refer Strike’s ASX announcement dated 12 February 2016: Change of Auditors

2 Refer Strike’s 2016 AGM Notice released on ASX on 19 October 2016

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All personnel are required to inform their reporting manager of any potentially price-sensitive information concerning the Company as soon as they become aware of it. Reporting managers are in turn required to inform the Managing Director/Company Secretary (also an Executive Director) of any potentially price-sensitive information.

In general, the Company will not respond to market speculation or rumours unless required to do so by law or by the ASX Listing Rules.

The Company may request a trading halt from ASX to prevent trading in its securities if the market appears to be uninformed. The Managing Director and, where the Managing Director is not available, the Company Secretary (in consultation with the Chairman/Board), are authorised to determine whether to seek a trading halt.

A copy of the Continuous Disclosure Policy may be viewed and downloaded from the Corporate Governance section of the Company’s website.

5.2. Board Notification

The Board has appointed the Company Secretary (also an Executive Director) as the person responsible for communicating with the ASX and overseeing and coordinating the timely disclosure of information to ASX, subject to prior review and approval of all announcements by the Board. The Company Secretary ensures that the Board is aware when any market announcement is proposed for release and also promptly upon their release on ASX.

5.3. Investor/Analyst Presentations

The Company’s policy is to release new and substantive investor or analyst presentations as a market announcement on ASX ahead of making such presentations.

PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS

6.1 Website Information

All public information about the Company and its governance is available to investors on the Company’s website (www.strikeresources.com.au). The website includes an easily located link to a “Corporate Governance” page, from which all relevant governance information can be accessed (http://strikeresources.com.au/corporate/corporate-governance/).

The Company's website contains all announcements and financial and other reports lodged on ASX; notices of shareholder meetings, explanatory statements and meeting results; Director and Company Secretary biographies, Company and Share Registry contact information, key shareholder forms and a range of other information about the Company’s affairs.

The Company’s Share Registry is Advanced Share Registry (with Offices in Perth and Sydney) and their Investor Login portal is at: https://www.advancedshare.com.au/Investor-Login

The Company’s announcements and reports lodged on ASX may also be viewed and downloaded from the ASX website: www.asx.com.au under ASX code “SRK”.

6.2. Investor Relations Programme

The Board considers it paramount to ensure that shareholders are informed of all major developments affecting the Company and have the opportunity to communicate their views on the Company to the Board. The Board has an Investor Relations Programme to meet these objectives, which involves the communication of information to shareholders and the market through various means including:

• (a) Quarterly Cash Flow and Activities Reports released to ASX, which are available for viewing and downloading from the Company’s website;

• (b) Half Year and Full Year Directors’ and Financial Reports, which are available for viewing and downloading from the Company’s website;

• (c) Annual Reports, which are distributed to shareholders by mail (if they have elected to receive a printed version) or email (if they have registered their email address with the Share Registry) and is otherwise available for viewing and downloading from the Company’s website;

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• (d) The AGM and other general meetings called in accordance with the Corporations Act and to obtain shareholder approvals as appropriate; (subject to the Corporations Act) meeting documents are distributed to shareholders by mail (if they have elected to receive a printed version) or email (if they have registered their email address with the Share Registry) and is otherwise available for viewing and downloading from the Company’s website; the Executive Chairman/Managing Director (where appropriate) gives an address at the AGM updating shareholders on the Company's activities;

• (e) Other announcements released to ASX as required under the continuous disclosure requirements of the ASX Listing Rules and other information that may be mailed to shareholders, which are available for viewing and downloading from the Company’s website.

The Company Secretary (also an Executive Director) is the primary contact point for all shareholder enquiries. In turn, these enquiries (where appropriate) may be passed on to the Executive Chairman/Managing Director for response via telephone or email.

The Executive Chairman and or Managing Director (and/or the Company Secretary, where appropriate) has general responsibility to speak to the media, institutional investors and analysts on behalf of the Board/Company. Other Directors or Senior Executives may be given a brief to do so on particular occasions (where appropriate).

The Company actively promotes communication with shareholders through a variety of measures, including the use of the Company’s website and email.

6.3. Shareholder Meeting Participation

The Company actively encourages shareholders to participate in its AGM and other shareholder meetings.

Traditionally, the key forum for two-way communication between the Company and its shareholders is its AGM. The AGM facilitates investor communications shareholders by means which include:

• (a) shareholders having the opportunity to ask questions of Directors at all general meetings;

• (b) the presence of the Auditor at AGMs (in person or by teleconference, as practicable and appropriate) to take shareholder questions on any issue relevant to their capacity as Auditor;

• (c) the Company’s policy of expecting Directors to be available to meet shareholders at the AGM; and

• (d) the Company making Directors and Senior Executives available to answer shareholder questions submitted by telephone, email and other means (where appropriate).

The Company will generally offer online proxy voting in respect of its AGM and other shareholder meetings.

The Board encourages shareholder participation at the Company’s AGM and other general meetings of shareholders - questions and or comments are welcomed from shareholders and the Chairman seeks to ensure that shareholders are given ample reasonable opportunity to participate. Shareholders who are unable to attend the AGM or a general meeting may submit questions and comments before the meeting to the Company or to the Auditor (in the case of the AGM).

6.4. Notice of General Meetings

The Company will release a market announcement on ASX ahead of the AGM to advise:

• (a) The proposed date and location of the AGM; and

• (b) The closing date for the receipt of nominations of candidates for election as a Director of the Company at the AGM.

Subject to and as permitted under the Corporations Act (or by the Australian Securities and Investments Commission ( ASIC )), hard-copy general meeting documents will generally not be posted to shareholders; rather:

• (a) Shareholders who have registered their email with the Share Registry will receive an email containing a link to an Advanced Share Registry portal where they can download a copy of the meeting document and lodge their proxy vote online;

• (b) All other shareholders will receive only a personalised Proxy Form by mail, which will contain details to:

• (i) access the Advanced Share Registry portal where they can download a copy of the meeting document and vote online; or

• (ii) lodge their Proxy Form by mail, hand delivery or facsimile (typically to the Share Registry); and

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• (c) A copy of the meeting document will also be released on ASX at this time and may be viewed and downloaded from the ASX website (www.asx.com.au) under ASX code “SRK”;

• (d) A copy of the meeting document (non-personalised) may be viewed and downloaded from the Company’s website (http://www.strikeresources.com.au); and

• (e) A copy of the meeting document (containing a personalised Proxy Form) may be requested from the Company by telephone ((08) 9214 9700) or email (cosec@strikeresources.com.au).

6.5 Substantive Shareholder Resolutions

The Company’s policy to have all substantive resolutions at general meetings of the Company decided by poll (called by the Chair). Important issues are presented to the shareholders as single (separate) resolutions. The Company will also release a market announcement prior to the commencement of a general meeting outlining a summary of the proxy votes received (overall and held by the Chair as proxy).

6.4 Electronic Communication

Shareholders may send communications to and receive communications from the Company and its Share Registry electronically. The contact email addresses for the Company and its Share Registry are info@strikeresources.com and admin@advancedshare.com.au respectively (also available on the Company’s website).

Shareholders may elect to receive Annual Reports and AGM/general meeting documents electronically.

Shareholders are encouraged to register/check and update (if required) their email address and Annual Report and Notice of Meeting communication preferences with Advanced Share Registry via their Investor Login portal: https://www.advancedshare.com.au/Investor-Login

PRINCIPLE 7 – RECOGNISE AND MANAGE RISK

7.1. Risk Committee

The Board does not have a stand-alone Risk Committee. However, the Company’s Audit Committee (refer Section 4.1) has an important risk management and compliance function, with key responsibilities being to ensure that an appropriate risk management framework is in place and is operating properly and reviewing and monitoring legal and policy compliance systems and issues. The Audit Committee Charter may be viewed and downloaded from the Corporate Governance section of the Company’s website.

During the Reporting Period, the Board/Audit Committee relied on the Company’s existing risk management framework – a review of the same is proposed for the current financial year so that the Board/Audit Committee can satisfy themselves that the Company’s risk management framework remains sound and make any changes that may be required.

The number of times that the Audit Committee met during the Reporting Period, and the individual attendances of Committee members at those meetings, are disclosed in the Company’s latest 2021 Annual Report.

7.2. Internal Control and Risk Management

The Board of Directors is responsible for (and takes advice from the Audit Committee in relation thereto, where appropriate) the overall internal control framework (which includes risk management) and oversight of the Company’s policies on and management of risks that have the potential to impact significantly on Group operations, financial performance or reputation.

The Board recognises that no cost-effective internal control system will preclude all errors and irregularities. The system is based, in part, on the appointment of suitably-qualified and experienced service providers and suitably-qualified and experienced management personnel. The effectiveness of the system is monitored and continually reviewed by management on an on-going basis and at least annually by the Board. On a day-today basis, managing the various risks inherent in the Company’s operations is the responsibility of the Managing Director in conjunction with the Company Secretary. Where appropriate, there is appropriate delegation to the line managers reporting to them, guided by applicable policies.

The Company has clear accounting and internal control systems to manage risks to the accuracy of financial information and other financial risks.

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Risks facing the Company can be divided into the broad categories of health and safety, operations, compliance and market risks.

Health and safety risk is one of the most important risks faced by a resources company. Apart from the inherent unacceptability of threats to life or health, safety incidents have the potential to seriously damage the Company’s reputation and ability to operate its business. The Company takes a “zero tolerance” approach to any situation that might compromise the health or safety of personnel, contractors or members of the community. This risk is addressed by comprehensive safety policies and training and a requirement that any safety incident or “near miss” is reported to the Board.

Operations risk refers to risks arising from day to day operational activities which may result in direct or indirect loss from inadequate or failed internal processes, decision-making, exercise of judgment, people or systems or external events. The Managing Director has delegated responsibility from the Board for identification of operations risks generally, for putting processes in place to mitigate them and monitoring compliance with those processes. The Board takes ultimate responsibility for this aspect of risk management by considering significant items in response to regular reports from the Managing Director.

Compliance risk is the risk of failure to comply with all applicable legal and regulatory requirements and industry standards and the corresponding impact on the Company’s business, reputation and financial condition. The Company’s compliance risk management strategy ensures compliance with key legislation affecting the Company’s activities. A key principle of the Company’s compliance risk management strategy is to foster an integrated approach where line managers are responsible and accountable for compliance, within their job descriptions and within overall guidance developed by the Managing Director and the Company Secretary (also an Executive Director) (assisted by relevant Senior Executives (as appropriate and applicable)). The Company’s compliance strategy is kept current with advice from external professionals and the ongoing training of Senior Executives involved in compliance management. The Company Secretary (also an Executive Director) has oversight responsibility for managing the Company’s compliance risk.

The Company has policies on responsible business practices and ethical behaviour, including a Statement of Values, Board Charter, Code of Conduct, Continuous Disclosure Policy, Anti-Bribery and Anti-Corruption Policy, Whistleblower Policy and Securities Trading Policy, to maintain confidence in the Company’s integrity and ensure legal compliance.

Market risk encompasses risks to the Company’s performance from changes in mineral/commodity prices, equity prices, interest rates, currency exchange rates, capital markets and economic conditions generally. The Audit Committee regularly assesses the Company’s exposure to these risks and the Board (taking advice from the Audit Committee) sets the strategic direction for managing them. Further details are also in the Financial Risk Management Note to the financial statements in the Company’s latest 2021 Annual Report.

The Company’s approach to risk management is not stationary; it evolves constantly in response to developments in operations and changing market conditions. The Managing Director and Company Secretary has reported to the Board as to the effectiveness of the Company's management of its material business risks and internal controls.

The Company is reviewing and developing various risk management and related/ancillary policies that are ‘fit for purpose’ for implementation vis a vis the development of the Group’s mining operations. Relevant policies implemented in this regard will be uploaded to the Company’s website.

7.3. Internal Audit

The Company does not have an independent internal audit function. Due to the nature and size of the Company's operations, and the Company’s ability to derive substantially all of the benefits of an independent internal audit function in the manner disclosed below, the expense of an independent internal auditor is not considered to be appropriate.

The Audit Committee performs all key elements of an internal audit function, including:

• (a) evaluating and seeking and obtaining reasonable assurance that risk management, control, and governance systems are functioning as intended and will enable the Company’s objectives and goals to be met;

• (b) evaluating information security and associated risk exposures;

• (c) evaluating regulatory compliance programmes with consultation from internal and external legal counsel;

• (d) evaluating the Company’s preparedness in case of business interruption; and

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(e) providing oversight of the Company's anti-fraud programmes.

The Audit Committee delegates to one or more Senior Executives (as appropriate and applicable) the authority to implement any non-strategic amendments to risk management systems required as a result of changed circumstances, or where the potential for improvement has been identified; reporting all such matters to the Managing Director promptly, and to the Audit Committee/Board for consideration at its next meeting. The Audit Committee may also seek recommendations from appropriate Senior Executives where strategic changes to risk management and internal control processes are required.

7.4. Environmental and Social Risks

The Group has material exposure to environmental and social risks in conducting its mineral exploration, evaluation and development activities in Western Australia and Peru and in relation to its mining operations in Peru. The Group also had exposure to these risks in conducting its mineral exploration and evaluation activities in Queensland and Argentina until its projects in these jurisdictions were spun-out via the IPO and admission to ASX of Lithium Energy Limited (ASX:LEL) in May 2021.[3]

The management of environmental and social risks are as detailed in Section 7.2 in relation to the management of health and safety, operations compliance risks - the Managing Director has delegated responsibility from the Board for identification of these risks generally, for putting processes in place to mitigate them and monitoring compliance with those processes. The Board takes ultimate responsibility for this aspect of risk management by considering significant items in response to regular reports from the Managing Director.

The Company is reviewing and developing various environmental and social risk management and related/ancillary policies that are ‘fit for purpose’ for implementation vis a vis the development of the Group’s mining operations and the induction of all relevant personnel and other relevant stakeholders involved in relation to the same. Relevant policies implemented in this regard will be uploaded to the Company’s website.

The Company has also reported (in the ‘Environmental Regulation’ section of the Directors’ Report within its latest 2021 Annual Report) on the Group’s material exposures to environmental, social and governance risks, where those risks could affect the achievement of the Group’s financial performance or outcomes, taking into account the nature and business of the Group and its business strategy.

PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY

8.1. Remuneration Committee

The Board has a combined Remuneration and Nomination Committee, which currently comprises NonExecutive Director, Matthew Hammond (as Chairman), independent Non-Executive Director, Malcolm Richmond and Chairman of the Board, Farooq Khan. Their qualifications, experience and positions in other listed companies are stated in the Company’s latest 2021 Annual Report.

The Remuneration and Nomination Committee has a formal charter to prescribe its purpose, key responsibilities, composition, membership requirements, powers and other administrative matters, which includes a remuneration function, with key responsibilities to make recommendations to the Board on policy governing the remuneration benefits of the Managing Director and Executive Directors, including equity-based remuneration and assist the Managing Director to determine the remuneration benefits of senior management and advise on those determinations.

The Remuneration and Nomination Committee Charter may be viewed and downloaded from the Company’s website.

The Remuneration and Nomination Committee does not have a majority of independent, Non-Executive Directors, having only one independent member, Committee Chairman Malcolm Richmond. Mr Richmond is the Company’s sole independent Director. The Company does not consider it appropriate to appoint further independent Directors to its Board at this time, for reasons set out in more detail in Section 2.7, above.

The number of times that the Remuneration and Nomination Committees met during the Reporting Period, and the individual attendances of Committee members at those meetings, are disclosed in the Company’s latest 2021 Annual Report.

3 Refer LEL ASX Announcement dated 19 May 2021: Lithium Energy Limited Commences Trading on ASX

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8.2. Remuneration Policy

Details of the Company’s remuneration related policies are contained in the Remuneration Report within the Company’s latest 2021 Annual Report.

8.3. Equity Based Remuneration Scheme

After a review of the 2012 Employee Long-Term Incentive Plan[4 ] and current ‘best practice’ in relation to securities-based incentive schemes, the Company adopted a Securities Incentive Plan (the Plan or SIP ), which was approved by shareholders at the Company’s AGM held on 4 December 2020.

Under the Plan, the Board may offer to eligible participants (being full-time, part-time or casual employees, executive and non-executive directors, contractors and prospective participants), the opportunity to subscribe for such number of securities (being shares, options, performance rights or other convertible securities) in the Company on such terms and conditions as the Board may decide and otherwise pursuant to the rules of the Plan.

Plan participants are subject to, inter alia:

• (a) Restriction of dealing - Unless determined otherwise by the Board in its absolute discretion, or the relevant dealing is effected by force of law on death or legal incapacity to the participant's legal personal representative, a participant may not sell, assign, transfer, grant a security interest over, collateralise a margin loan against, utilise for the purposes of short selling, enter into a derivative with reference to, or otherwise deal with a convertible security that has been granted to them.

• (b) Prohibition on hedging - A participant must not enter into any arrangement for the purpose of hedging their economic exposure to a convertible security that has been granted to them.

A summary of the Plan is in Annexure A to the Notice of Annual General Meeting and Explanatory Statement dated 20 October 2020 and released on ASX on 4 November 2020.

Also, under the Company’s Securities Trading Policy, a Director, Officer, Key Management Personnel, employee or contractor of the Group and a consultant who has agreed to be bound by the policy, may not:

• (a) hedge or limit their exposure to risk in any unvested convertible securities in the Company;

• (b) use any securities in the Company held by them as security for borrowing or other obligations (including a margin lending facility) without the written consent of the ‘Trading Officer’; or

• (c) engage in short-term trading.

The Company’s Securities Trading Policy may be viewed and downloaded from the Corporate Governance section of the Company’s website.

Details of options issued to Directors (pursuant to prior shareholder approval) and personnel (pursuant to the Plan) are outlined within the Remuneration Report in the Company’s latest 2021 Annual Report.

4 Refer Strike’s Notice of Annual General Meeting released on ASX on 22 October 2012 and Strike’s ASX Announcement dated 22 November 2012: Results of Annual General Meeting

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