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STRIKE RESOURCES LIMITED Governance Information 2022

Oct 16, 2022

65855_rns_2022-10-16_2a22839c-24aa-40b4-98d4-d5c8c56f11a5.pdf

Governance Information

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APPENDIX 4G

Key to Disclosures

Corporate Governance Council Principles and Recommendations

Name of entity

STRIKE RESOURCES LIMITED (ASX:SRK)

94 088 488 724 30 June 2022

ABN/ARBN Financial year ended

Our Corporate Governance Statement1 (CGS) for the period above can be found at:2

These pages of our Not Applicable
annual report:

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

The Corporate Governance Statement is accurate and up to date as at 17 October 2022 and has been approved by the Board.

The annexure includes a key to where our corporate governance disclosures can be located3 .

Date: 17 October 2022

Name of Authorised Officer authorising lodgement:

Victor Ho Director and Company Secretary

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of Listing Rule 4.10.3.

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

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

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

3 Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes "OR" at the end of the selection and you delete the other options, you can also, if you wish, delete the "OR" at the end of the selection. See notes 4 and 5 below for further instructions on how to complete this form.

1 "Corporate governance statement" is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation Where a box below is ticked,4wehavefollowedtherecommendation in full forthe wholeof the periodabove. We have disclosedthisinourCorporateGovernance Statement: Where a box below isticked, we have NOTfollowedtherecommendation in fullfor the whole of theperiodabove.Ourreasons for not doingso are:5
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should have and disclose a boardcharter setting out:(a)the respective roles and responsibilities of itsboard and management; and(b)those matters expressly reserved to the boardand those delegated to management. AssetoutinourCorporate GovernanceStatement(CGS)atSections 1.1.1 and 1.1.2and we have disclosed a copyof our Board Charter at:http://strikeresources.com.au/corporate/corporategovernance/ Not Applicable
1.2 A listed entity should:(a)undertakeappropriatechecksbeforeappointing a director or senior executive orputting someone forward for election as adirector; and(b)provide security holders with all materialinformation in its possession relevant to adecision on whether or not to elect or re-electa director. at Section 1.2 of CGS Not Applicable
1.3 A listed entity should have a written agreement witheach director and senior executive setting out theterms of their appointment. at Section 1.3 of CGS Not Applicable
1.4 The company secretary of a listed entity should beaccountable directly to the board, through the chair,on all matters to do with the proper functioning of theboard. at Section 1.4 of CGS Not Applicable

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

5 If you have followed all of the Council's recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

Corporate Governance Council recommendation Where a box below is ticked,4wehavefollowedtherecommendation in full forthe wholeof the periodabove. We have disclosedthisinourCorporateGovernance Statement: Where a box below isticked, we have NOTfollowedtherecommendation in fullfor the whole of theperiodabove.Ourreasons for not doingso are:5
1.5 A listed entity should: We have disclosed a copy of
(a)have and disclose a diversity policy; our Diversity Policy at: at Section 1.5 of
(b)through its board or a committee of the boardsetmeasurableobjectivesforachievinggender diversity in the composition of itsboard,seniorexecutivesandworkforcegenerally; and http://strikeresources.com.au/corporate/corporategovernance/ CGS
(c)disclose in relation to each reporting period:
(1)the measurable objectives set for thatperiod to achieve gender diversity;
(2)the entity's progress towards achievingthose objectives; and
(3)either:
(A)the respective proportions of menand women on the board, in seniorexecutive positions and across thewhole workforce (including how theentityhasdefined"seniorexecutive" for these purposes); or
(B)if the entity is a "relevant employer"undertheWorkplaceGenderEquality Act, the entity's mostrecent "Gender Equality Indicators",as defined in and published underthat Act.
If the entity was in the S&P / ASX 300 Index at thecommencementofthereportingperiod,themeasurable objective for achieving gender diversityin the composition of its board should be to have notless than 30% of its directors of each gender withina specified period.
1.6 A listed entity should: We have disclosed the Refer also Section 1.6 of
(a)have and disclose a process for periodicallyevaluating the performance of the board, itscommittees and individual directors; and evaluationprocessreferred to in paragraph(a)andwhethera CGS
(b)disclose for each reporting period whether aperformance evaluation has been undertakenin accordance with that process during or inrespect of that period. performance evaluationwas undertaken for thereportingperiodinaccordancewiththatprocess at:Section 1.6 of CGS
1.7 A listed entity should: Refer also Section 1.7 of
(a)have and disclose a process for evaluating theperformance of its senior executives at leastonce every reporting period; and(b)disclose for each reporting period whether aperformance evaluation has been undertakenin accordance with that process during or inrespect of that period. We have disclosed theevaluationprocessreferred to in paragraph(a)andwhetheraperformance evaluationwas undertaken for thereportingperiodinaccordancewiththatprocess at:Section 1.7 of CGS CGS
Corporate Governance Council recommendation Where a box below is ticked,4wehavefollowedtherecommendation in full forthe wholeof the periodabove. We have disclosedthisinourCorporateGovernance Statement: Where a box below isticked, we have NOTfollowedtherecommendation in fullfor the whole of theperiodabove.Ourreasons for not doingso are:5
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1 The board of a listed entity should:(a)have a nomination committee which:(1)has at least three members, a majority ofwhom are independent directors; and(2)is chaired by an independent director,and disclose:(3)the charter of the committee;(4)the members of the committee; and(5)as at the end of each reporting period, thenumber of times the committee metthroughout the period and the individualattendances of the members at thosemeetings; or(b)if it does not have a nomination committee,disclose that fact and the processes it employs If the entity complies withparagraph (a):Not Applicableand we have disclosed a copyof the charter of the committeeat:Not Applicableand the information referred toin paragraphs (4) and (5) at:Not ApplicableIf the entity complies withparagraph (b):at Sections 2.2. 2.3, 1.5of CGS at Section 2.2 ofCGS
2.2 to address board succession issues and toensure that the board has the appropriatebalance of skills, knowledge, experience,independence and diversity to enable it todischargeitsdutiesandresponsibilitieseffectively.A listed entity should have and disclose a boardskills matrix setting out the mix of skills that the We have disclosed ourboard skills matrix at: Not Applicable
board currently has or is looking to achieve in itsmembership. Section 2.3 of CGS
2.3 A listed entity should disclose:(a)the names of the directors considered by theboard to be independent directors;(b)if a director has an interest, position, affiliationor relationship of the type described in Box 2.3but the board is of the opinion that it does notcompromise the independence of the director,thenatureoftheinterest,positionorrelationship in question and an explanation ofwhy the board is of that opinion; and(c)the length of service of each director. We have disclosed the namesof the directors considered bythe board to be independentdirectors at:Not Applicableand, where applicable, theinformationreferredtoinparagraph (b) at:Not Applicableand the length of serviceof each director at:Sections 1.3, 2.4, 2.5, 2.6of CGS at Section 2.7 ofCGS
2.4 A majority of the board of a listed entity should beindependent directors. Not Applicable at Section 2.7 ofCGS
2.5 The chair of the board of a listed entity should be anindependent director and, in particular, should notbe the same person as the CEO of the entity. Not Applicable at Sections 2.4,2.7 of CGS
2.6 A listed entity should have a program for inductingnew directors and for periodically reviewing whetherthere is a need for existing directors to undertakeprofessional development to maintain the skills andknowledge needed to perform their role as directorseffectively. at Section 2.8 of CGS Not Applicable
Corporate Governance Council recommendation Where a box below is ticked,4wehavefollowedtherecommendation in full forthe wholeof the periodabove. We have disclosedthisinourCorporateGovernance Statement: Where a box below isticked, we have NOTfollowedtherecommendation in fullfor the whole of theperiodabove.Ourreasons for not doingso are:5
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1 A listed entity should articulate and disclose itsvalues. at Section 3.1 of CGSand we have disclosed ourStatement of Values at:http://strikeresources.com.au/corporate/corporategovernance/ Not Applicable
3.2 A listed entity should:(a)have and disclose a code of conduct for itsdirectors, senior executives and employees;and(b)ensure that the board or a committee of theboard is informed of any material breaches ofthat code. at Section 3.2 of CGSand we have disclosed ourCode of Conduct at:http://strikeresources.com.au/corporate/corporategovernance/ Not Applicable
3.3 A listed entity should:(a)have and disclose a whistleblower policy; and(b)ensure that the board or a committee of theboard is informed of any material incidentsreported under that policy. at Section 3.3 of CGSand we have disclosed ourWhistleblower Policy at:http://strikeresources.com.au/corporate/corporategovernance/ Not Applicable
3.4 A listed entity should:(a)haveanddiscloseananti-briberyandcorruption policy; and(b)ensure that the board or committee of theboard is informed of any material breaches ofthat policy. at Section 3.4 of CGSand we have disclosed ourAnti-BriberyandAntiCorruption Policy at:http://strikeresources.com.au/corporate/corporategovernance/ Not Applicable
Corporate Governance Council recommendation Where a box below is ticked,4wehavefollowedtherecommendation in full forthe wholeof the periodabove. We have disclosedthisinourCorporateGovernance Statement: Where a box below isticked, we have NOTfollowedtherecommendation in fullfor the whole of theperiodabove.Ourreasons for not doingso are:5
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1 (a)(b) (1)(2)(3)(4)(5) The board of a listed entity should:have an audit committee which:has at least three members, all of whomarenon-executivedirectorsandamajorityofwhomareindependentdirectors; andis chaired by an independent director,who is not the chair of the board,and disclose:the charter of the committee;therelevantqualificationsandexperience of the members of thecommittee; andin relation to each reporting period, thenumber of times the committee metthroughout the period and the individualattendances of the members at thosemeetings; orif it does not have an audit committee, disclose If the entity complies withparagraph (a):at Section 4.1 of CGSand we have disclosed a copyof the Charter of the AuditCommittee at:http://strikeresources.com.au/corporate/corporategovernance/and the information referred toin paragraphs (4) and (5) at:2022 Annual ReportIf the entity complies withparagraph (b):Not Applicable Not Applicable
that fact and the processes it employs thatindependentlyverifyandsafeguardtheintegrity of its corporate reporting, including theprocesses for the appointment and removal ofthe external auditor and the rotation of theaudit engagement partner.
4.2 effectively. The board of a listed entity should, before itapproves the entity's financial statements for afinancial period, receive from its CEO and CFO adeclaration that, in their opinion, the financialrecords of the entity have been properly maintainedand that the financial statements comply with theappropriate accounting standards and give a trueand fair view of the financial position andperformance of the entity and that the opinion hasbeen formed on the basis of a sound system of riskmanagement and internal control which is operating at Section 4.2 of CGS Not Applicable
4.3 A listed entity should disclose its process to verifythe integrity of any periodic corporate report itreleases to the market that is not audited orreviewed by an external auditor. at Section 4.4 of CGS Not Applicable
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should have and disclose a writtenpolicy for complying with its continuous disclosureobligations under listing rule 3.1. at Section 5.1 of CGSand we have disclosed a copyof our Continuous DisclosurePolicy at:http://strikeresources.com.au/corporate/corporategovernance/ Not Applicable
5.2 A listed entity should ensure that its board receivescopies of all material market announcementspromptly after they have been made. at Section 5.2 of CGS Not Applicable
Corporate Governance Council recommendation Where a box below is ticked,4wehavefollowedtherecommendation in full forthe wholeof the periodabove. We have disclosedthisinourCorporateGovernance Statement: Where a box below isticked, we have NOTfollowedtherecommendation in fullfor the whole of theperiodabove.Ourreasons for not doingso are:5
5.3 A listed entity that gives a new and substantiveinvestor or analyst presentation should release acopy of the presentation materials on the ASXMarket Announcements Platform ahead of thepresentation. at Section 5.3 of CGS Not Applicable
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about itselfand its governance to investors via its website. at Section 6.1 of CGSandwehavedisclosedinformation about us and ourgovernance on our website at:http://strikeresources.com.auhttp://strikeresources.com.au/corporate/corporate-profile/http://strikeresources.com.au/projects/http://strikeresources.com.au/investor-centre/http://strikeresources.com.au/corporate/corporategovernance/ Not Applicable
6.2 A listed entity should have an investor relationsprogramthatfacilitateseffectivetwo-waycommunication with investors. at Section 6.2 of CGS Not Applicable
6.3 A listed entity should disclose how it facilitates andencourages participation at meetings of securityholders. at Sections 6.3, 6.4 ofCGS Not Applicable
6.4 A listed entity should ensure that all substantiveresolutions at a meeting of security holders aredecided by a poll rather than by a show of hands. at Section 6.5 of CGS Not Applicable
6.5 A listed entity should give security holders the optiontoreceivecommunicationsfrom,andsendcommunications to, the entity and its securityregistry electronically. at Section 6.6 of CGS Not Applicable
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1 The board of a listed entity should:(a)have a committee or committees to overseerisk, each of which:(1)has at least three members, a majority ofwhom are independent directors; and(2)is chaired by an independent director,and disclose:(3)the charter of the committee;(4)the members of the committee; and(5)as at the end of each reporting period, thenumber of times the committee metthroughout the period and the individualattendances of the members at thosemeetings; or(b)if it does not have a risk committee orcommittees that satisfy (a) above, disclose thatfact and the processes it employs foroverseeing the entity's risk managementframework. If the entity complies withparagraph (a):Not Applicableand we have disclosed a copyof the charter of the committeeat:Not Applicableand the information referred toin paragraphs (4) and (5) at:Not ApplicableIf the entity complies withparagraph (b):at Section 7.1 of CGS at Section 7.1 ofCGS
Corporate Governance Council recommendation Where a box below is ticked,4wehavefollowedtherecommendation in full forthe wholeof the periodabove. We have disclosedthisinourCorporateGovernance Statement: Where a box below isticked, we have NOTfollowedtherecommendation in fullfor the whole of theperiodabove.Ourreasons for not doingso are:5
7.2 The board or a committee of the board should:(a)reviewtheentity'sriskmanagementframework at least annually to satisfy itself thatit continues to be sound and that the entity isoperating with due regard to the risk appetiteset by the board; and(b)disclose, in relation to each reporting period,whether such a review has taken place. Wehavedisclosedwhether a review of theentity'sriskmanagementframeworkwasundertaken during thereporting period at:at Section 7.2 of CGS Refer also Section 7.2 ofCGS
7.3 A listed entity should disclose:(a)if it has an internal audit function, how thefunction is structured and what role it performs;or(b)if it does not have an internal audit function,that fact and the processes it employs forevaluating and continually improving theeffectivenessofitsgovernance,riskmanagement and internal control processes. If the entity complies withparagraph (a):Not Applicableand we have disclosed how ourinternalauditfunctionisstructured and what role itperforms at:Not ApplicableIf the entity complies withparagraph (b):at Section 7.3 of CGS at Section 7.3 ofCGS
7.4 A listed entity should disclose whether it has anymaterial exposure to environmental or social risksand, if it does, how it manages or intends to managethose risks. Wehavedisclosedwhether we have anymaterialexposuretoenvironmental and socialrisks atSection 7.4, 7.2 of CGSand in the EnvironmentalRegulation section of theDirectors' Report withinthe2022 Annual Reportand, if we do, how we manageor intend to manage those risksat:Section 7.4 of CGS Not Applicable
Corporate Governance Council recommendation Where a box below is ticked,4wehavefollowedtherecommendation in full forthe wholeof the periodabove. We have disclosedthisinourCorporateGovernance Statement: Where a box below isticked, we have NOTfollowedtherecommendation in fullfor the whole of theperiodabove.Ourreasons for not doingso are:5
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1 The board of a listed entity should:(a)have a remuneration committee which:(1)has at least three members, a majority ofwhom are independent directors; and(2)is chaired by an independent director,and disclose:(3)the charter of the committee;(4)the members of the committee; and(5)as at the end of each reporting period, thenumber of times the committee metthroughout the period and the individualattendances of the members at thosemeetings; or If the entity complies withparagraph (a):at Section 8.1 of CGSand we have disclosed a copyoftheCharteroftheRemuneration Committee at:http://strikeresources.com.au/corporate/corporategovernance/and the information referred toin paragraphs (4) and (5) at:2022 Annual Report Not Applicable
(b)if it does not have a remuneration committee,disclose that fact and the processes it employsfor setting the level and composition ofremunerationfordirectorsandseniorexecutivesandensuringthatsuchremunerationisappropriateandnotexcessive. If the entity complies withparagraph (b):Not Applicable
8.2 A listed entity should separately disclose its policiesand practices regarding the remuneration of nonexecutive directors and the remuneration ofexecutive directors and other senior executives. Wehavedisclosedseparatelyourremunerationpoliciesand practices regardingtheremunerationofnon-executive directorsand the remunerationof executive directorsandotherseniorexecutives at:Section 8.2 of CGSandintheRemuneration Reportwithin the 2022 AnnualReport Not Applicable
8.3 Alistedentitywhichhasanequity-basedremuneration scheme should:(a)have a policy on whether participants arepermitted to enter into transactions (whetherthrough the use of derivatives or otherwise)which limit the economic risk of participating inthe scheme; and(b)disclose that policy or a summary of it. We have disclosed ourpolicy on this issue or asummary of it at:Section 8.3 of CGSand Securities TradingPolicy at:http://strikeresources.com.au/corporate/corporategovernance/ Not Applicable
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1 A listed entity with a director who does not speak thelanguage in which board or security holder meetingsare held or key corporate documents are writtenshould disclose the processes it has in place toensure the director understands and can contributetothediscussionsatthosemeetingsandunderstands and can discharge their obligations inrelation to those documents. Not Applicable Not Applicable
Corporate Governance Council recommendation Where a box below is ticked,4wehavefollowedtherecommendation in full forthe wholeof the periodabove. We have disclosedthisinourCorporateGovernance Statement: Where a box below isticked, we have NOTfollowedtherecommendation in fullfor the whole of theperiodabove.Ourreasons for not doingso are:5
9.2 A listed entity established outside Australia shouldensure that meetings of security holders are held ata reasonable place and time. Not Applicable Not Applicable
9.3 A listed entity established outside Australia, and anexternally managed listed entity that has an AGM,should ensure that its external auditor attends itsAGM and is available to answer questions fromsecurity holders relevant to the audit. Not Applicable Not Applicable