SULTAN RESOURCES LTD — Governance Information 2018

Sep 25, 2018

ANNEXURE – DEPARTURES FROM ASX CORPORATE GOVERNANCE RECOMMENDATIONS

This Corporate Governance Statement is current as at 26 September 2018 and has been approved by the Board of the Company on that date.

This Corporate Governance Statement discloses the extent to which the Company will, as at the date it is admitted to the official list of the ASX, follow the recommendations set by the ASX Corporate Governance Council in its publication "Corporate Governance Principles and Recommendations" (Recommendations). The Recommendations are not mandatory, however the Recommendations that will not be followed have been identified and reasons provided for not following them along with what (if any) alternative governance practices the Company intends to adopt in lieu of the recommendation.

The Company has adopted Corporate Governance Policies which provide the written terms of reference for the Company's corporate governance duties.

Due to the current size and nature of the existing Board and the magnitude of the Company's operations, the Board does not consider that the Company will gain any benefit from individual Board committees and that its resources would be better utilised in other areas as the Board is of the strong view that at this stage the experience and skill set of the current Board is sufficient to perform these roles. Under the Company's Board Charter, the duties that would ordinarily be assigned to individual committees are currently carried out by the full Board under the written terms of reference for those committees.

The Company's Corporate Governance Policies, and the Board Charter are available on the Company's website at https://www.sultanresources.com.au/corporate/corporate-governance/

RECOMMENDATIONS (3RD EDITION)	COMPLY	EXPLANATION
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1A listed entity should have and disclose a charter which sets outthe respective roles and responsibilities of the Board,the Chairand management, and includes a description of those mattersexpressly reserved to the Board and those delegated tomanagement.	YES	The Company has adopted a Board Charter that sets out thespecific roles and responsibilities of the Board, the Chair andmanagement and includes a description of those mattersexpressly reserved to the Board and those delegated tomanagement.
		The Board Charter sets out the specific responsibilities of theBoard, requirements as to the Board's composition, the rolesand responsibilities of the Chairman and Company Secretary,

RECOMMENDATIONS (3RD EDITION)	COMPLY	EXPLANATION
		the establishment, operation and management of BoardCommittees, Directors' access to Company records andinformation,detailsoftheBoard'srelationshipwithmanagement, details of the Board's performance review anddetails of the Board's disclosure policy.A copy of the Company's Board Charter, which is part of theCompany's Corporate Governance Policies, is available on theCompany's website.
Recommendation 1.2A listed entity should:(a)undertake appropriate checks before appointing aperson, or putting forward to security holders a candidatefor election, as a Director; and(b)provide security holders with all material informationrelevant to a decision on whether or not to elect or reelect a Director.	YES	(a)The Company has guidelines for the appointment andselection of the Board in its Board Charter, which requiresthat the Board ensuresappropriate checks (includingchecks in respect of character, experience, education,criminal record and bankruptcy history (as appropriate)are undertaken before appointing a person, or puttingforward to security holders a candidate for election, as aDirector.(b)Under the BoardCharter, all material information relevantto a decision on whether or not to elect or re-elect aDirector must be provided to security holders in the Noticeof Meeting containing the resolution to elect or re-elect aDirector.
Recommendation 1.3A listed entity should have a written agreement with eachDirector and senior executivesetting out the terms of theirappointment.	YES	The Company's BoardCharter requires that the Board ensuresthat each Director and senior executive is a party to a writtenagreement with the Company which sets out the terms of thatDirector's or senior executive's appointment.The Company has written agreements with each of its Directorsand senior executives.
Recommendation 1.4		The Board Charter outlines the roles, responsibility andaccountability of the Company Secretary. In accordance with

RECOMMENDATIONS (3RD EDITION)	COMPLY	EXPLANATION
The company secretary of a listed entity should be accountabledirectly to the Board, through the Chair, on all matters to do withthe proper functioning of the Board.	YES	this, the Company Secretary is accountable directly to theBoard, on all matters to do with the proper functioning of theBoard.
Recommendation 1.5A listed entity should:(a)have a diversity policy which includes requirements for theBoard or a relevant committee of the Board to setmeasurable objectives for achieving gender diversity and toassess annually both the objectives and the entity's progressin achieving them;(b)disclose that policy or a summary or it; and(c)disclose as at the end of each reporting period:(i)the measurable objectives for achieving genderdiversity set by the Board in accordance with theentity's diversity policy and its progress towardsachieving them; and(ii)either:(A)the respective proportions of men and womenon the Board, in senior executive positions andacross the whole organisation (including howthe entity has defined "senior executive" forthese purposes); or(B)if the entity is a "relevant employer" under theWorkplace GenderEquality Act, the entity'smost recent "Gender Equality Indicators", asdefined in the Workplace Gender Equality Act.	PARTIALLY	(a)The Company has adopted a Diversity Policy whichprovides a framework for the Company to establish andachieve measurable diversity objectives, including inrespect of gender diversity. The Diversity Policy allows theBoard to set measurable gender diversity objectives, ifconsidered appropriate, and to assess annually both theobjectives if any have been set and the Company'sprogress in achieving them.(b)The Diversity Policy is available, as part of the CorporateGovernance Policies, on the Company's website.(c)(i)The Board does not presently intend to setmeasurable gender diversity objectives because:-the Board does not anticipate there will be aneed to appoint any new Directors or seniorexecutives due to limited nature of theCompany's existing and proposed activitiesand the Board's view that the existingDirectorsandseniorexecutiveshavesufficient skill and experience to carry out theCompany's plans;and-if it becomes necessary to appoint any newDirectors or senior executives, the Boardconsidered the application of a measurablegenderdiversityobjectiverequiringaspecified proportion of women on the Boardand in senior executive roles will, given the

RECOMMENDATIONS (3RD EDITION)	COMPLY	EXPLANATION
		small size of the Company and the Board,unduly limit the Company from applying theDiversity Policy as a whole and the Company'spolicy of appointing based on skills and merit:and
		(ii)the respective proportions of men and women onthe Board, in senior executive positions and acrossthe whole organisation (including how the entity hasdefined "senior executive" for these purposes) foreach financial year will be disclosedin theCompany's Annual Report.
Recommendation 1.6A listed entity should:(a)have and disclose a process for periodically evaluating theperformance of the Board, its committees and individualDirectors; and(b)disclose, in relation to each reporting period, whether aperformance evaluation was undertaken in the reportingperiod in accordance with that process.	YES	(a)The Chairperson is responsible for evaluating theperformance of the Board, its committees and individualDirectors on an annual basis. It may do so with the aid ofan independentadvisor. The process for this is set out inthe Company's Board Charter, which is available on theCompany's website.(b)The Company will report on whether the evaluation hastaken place on an annual basis in the Company's AnnualReport.The Company intendsto complete performanceevaluations in respect of the Board, its committees (if any)
		and individual Directors for each financial year inaccordance with the above process.
Recommendation 1.7A listed entity should:(a)have and disclose a process for periodically evaluating theperformance of its senior executives; and	YES	(a)The CEO/Managing Directorisresponsible for evaluatingthe performance of the Company's senior executives, andfor evaluating the remuneration of the Company's seniorexecutives,on an annual basis. A senior executive, forthese purposes, means key management personnel (asdefined in the Corporations Act) other than a nonexecutive Director.

RECOMMENDATIONS (3RD EDITION)	COMPLY		EXPLANATION
(b)disclose, in relation to each reporting period, whether aperformance evaluation was undertaken in the reportingperiod in accordance with that process.			The applicable processes for these evaluations can befound in the Company's Board Charter, which is availableon the Company's website.
		(b)	TheCompanyintendstocompleteperformanceevaluations in respect of the senior executives (if any) foreach financial year in accordance with the applicableprocesses.
			The Company will report on whether the evaluation hastaken place on an annual basis in the Company's AnnualReport.
			At this stage, due to the current size and nature of theexisting Board and the magnitude of the Company'soperations, the Company has not appointed any seniorexecutives.
Principle 2: Structure the Board to add value
Recommendation 2.1		(a)	The Company does not haveaseparateNomination
The Board of a listed entity should:	PARTIALLY		Committee.
(a)have a nomination committee which:		(b)	The Company doesnot have a Nomination Committee as
(i)has at least three members, a majority of whom areindependent Directors; and			the Board considers the Company will not currently benefitfrom its establishment. In accordance with the Company'sBoard Charter, the Board carries out the duties that would
(ii)is chaired by an independent Director,			ordinarily be carried out by aNomination Committee,
and disclose:			including the following processes to address successionissues and to ensure the Board has the appropriate balance
(iii)the charter of the committee;			of skills, experience, independence and knowledge of the
(iv)themembers of the committee; and			entity to enable it to discharge its duties and
(v)as at the end of each reporting period, the number oftimes the committee met throughout the period and			responsibilities effectively:

RECOMMENDATIONS (3RD EDITION)	COMPLY	EXPLANATION
the individual attendances of the members at thosemeetings; or(b)if it does not have a nomination committee, disclose thatfact and the processes it employs to address Boardsuccession issues and to ensure that the Board has theappropriate balance of skills, experience, independence andknowledge of the entity to enable it to discharge its dutiesand responsibilities effectively.		(i)devoting time at least annually to discuss Boardsuccession issues and updating the Company's Boardskills matrix; and(ii)all Board members beinginvolved in the Company'snominationprocesstothemaximumextentpermitted under the Corporations Act and ASX ListingRules
Recommendation 2.2A listed entity should have and disclose a Board skill matrixsetting out the mix of skills and diversity that the Board currentlyhas or is looking to achieve in its membership.	YES	Under the Board Charter, the Board is required to prepare aBoard skillsmatrix setting out the mix of skills and diversity thatthe Board currently has (or is looking to achieve) and to reviewthis at least annually against the Company's Board skills matrixto ensure the appropriate mix of skills and expertise is presentto facilitate successful strategic direction.Given the current size and stage of development of theCompany the Board has not yet established a formal boardskills matrix. Gaps in the collective skills of the Board areregularly reviewed by the Board as a whole, with the Boardproposing candidates for directorships having regard to thedesired skills and experience required by the Company as wellas the proposed candidates' diversity of background.The Board Charter requires the disclosure of each Boardmember's qualifications and expertise. Full details as to eachDirector and senior executive's relevant skillsand experienceare available in the Company's Annual Report and on theCompany's website.
Recommendation 2.3A listed entity should disclose:	YES	(a)The Board Charter requires the disclosure of the names ofDirectors considered by the Board to be independent.

RECOMMENDATIONS (3RD EDITION)	COMPLY	EXPLANATION
(a)the names of the Directors considered by the Board to beindependent Directors;(b)if a Director has an interest, position, association orrelationship of the type described in Box 2.3 of the ASXCorporate Governance Principles and Recommendation (3rdEdition), but the Board is of the opinion that it does notcompromise the independence of the Director, the nature ofthe interest, position, association or relationship in questionand an explanation of why the Board is of that opinion; and(c)the length of service of each Director		The Company will disclose those Directors it considers tobe independent in its Annual Report and on its ASXwebsite. The Board considers thatthe following Directorsare independent:(i)Lincoln Ho;(ii)Jeremy King; and(iii)Eddie King.(b)The Company will disclose in its Annual Report and ASXwebsite any instances where this applies and anexplanation of the Board's opinion why the relevantDirector is still considered to be independent.(c)The Company's Annual Reportwill disclose the length ofservice of each Director, as at the end of each financialyear.
Recommendation 2.4A majority of the Board of a listed entity should be independentDirectors.	YES	The Company's Board Charter requires that, where practical,the majority of the Board should be independent.The Board currently comprises a total of 4directors, 3of whomareconsidered to be independent. As such, independentdirectors are currently a majority of the Board.
Recommendation 2.5The Chair of the Board of a listed entity should be anindependent Director and, in particular, should not be the sameperson as the CEO of the entity.	YES	The Board Charter provides that, where practical, the Chair ofthe Board should be an independent Director and should not bethe CEO/Managing Director.The Chair of the Company is an independent Director and is notthe CEO/Managing Director.
Recommendation 2.6	YES	In accordance with the Company's Board Charter, the Board isresponsible for the approval and review of induction andcontinuing professional development programs and procedures

RECOMMENDATIONS (3RD EDITION)	COMPLY	EXPLANATION
A listed entity should have a program for inducting new Directorsandprovidingappropriateprofessionaldevelopmentopportunities for continuing Directors to develop and maintainthe skills and knowledge needed to perform their role as aDirector effectively.		for Directors to ensure that they can effectively discharge theirresponsibilities. The Company Secretary is responsible forfacilitating inductions and professional development.
Principle 3: Act ethically and responsibly
Recommendation 3.1A listed entity should:(a)have a code of conduct for its Directors, senior executives	YES	(a)The Company's Corporate Code of Conduct applies to theCompany's Directors, senior executives and employees.(b)The Company's Corporate Code of Conduct is available onthe Company's website.
and employees; and(b)disclose that code or a summary of it.
Principle 4: Safeguard integrity in financial reporting
Recommendation 4.1The Board of a listed entity should:(a)have an audit committee which:(i)has at least three members, all of whom are non	PARTIALLY	(a)The Company does not haveaseparateAudit and RiskCommittee. However, the Board has adopted an Audit andRisk Management Charter (which forms part of theCompany's Corporate Governance Policies)and carries outthe functions delegated under that charter.
executive Directors and a majority of whom areindependent Directors; and(ii)is chaired by an independent Director, who is notthe Chair of the Board,and disclose:(iii)the charter of the committee;(iv)the relevant qualifications and experience of themembers of the committee; and		(b)The Company does not have aseparateAudit and RiskCommittee as the Board considers the Company will notcurrently benefit from its establishment. In accordancewith the Company's Board Charter, the Board carries outthe duties that would ordinarily be carried out by anAuditand Risk Committee,under the Audit and Risk CommitteeCharter including the following processes to independentlyverify and safeguard the integrity of its financial reporting,including the processes for the appointment and removalof the external auditor and the rotation of the auditengagement partner:

RECOMMENDATIONS (3RD EDITION)	COMPLY	EXPLANATION
(v)in relation to each reporting period, the number oftimes the committee met throughout the periodand the individual attendances of the members atthose meetings; or		(i)the Board devotes time at annual Board meetings tofulfilling the roles and responsibilities associated withmaintaining the Company's internal audit functionand arrangements with external auditors; and
(b)if it does not have an audit committee, disclose that fact andthe processes it employs that independently verify andsafeguard the integrity of its financial reporting, includingthe processes for the appointment and removal of theexternal auditor and the rotation of the audit engagementpartner.		(ii)all members ofthe Board are involved in theCompany's audit function to ensure the propermaintenance of the entity and the integrity of allfinancial reporting.
Recommendation 4.2The Board of a listed entity should, before it approves theentity's financial statements for a financial period, receive fromits CEO and CFO a declaration that the financial records of theentity have been properly maintained and that the financialstatements comply with the appropriate accounting standardsand give a true and fairview of the financial position andperformance of the entity and that the opinion has been formedon the basis of a sound system of risk management and internalcontrol which is operating effectively.	YES	The Company's Audit and Risk Committee Charter requires theChief Executive Officer and Chief Financial Officer have made adeclaration in relation to the maintenance and compliance ofthe financial statements.The Company intends to obtain a sign off on these terms foreach of its financial statements in each financial year.
Recommendation 4.3A listed entity that has an AGM should ensure that its externalauditor attends its AGM and is available to answer questionsfrom security holders relevant to the audit.	YES	The Company's Board ensures that the Company's externalauditor attends its AGM and is available to answer questionsfrom security holders relevant to the audit.
Principle 5: Make timely and balanced disclosure
Recommendation 5.1A listed entity should:	YES	(a)The Company's Disclosure Policy provides details of theCompany's disclosure policy, and details the Company's

RECOMMENDATIONS (3RD EDITION)	COMPLY	EXPLANATION
(a)have a written policy for complying with its continuousdisclosure obligations under the Listing Rules; and		disclosure requirements as required by the ASX ListingRules and other relevant legislation.
(b)disclose that policy or a summary of it.		(b)The Company's Disclosure Policy is available on theCompany'swebsite.
Principle 6: Respect the rights of security holders
Recommendation 6.1A listed entity should provide information about itself and itsgovernance to investors via its website.	YES	Information about the Company and its governance is availablein the Corporate Governance Policies, whichcan be found onthe Company's website.
Recommendation 6.2A listed entity should design and implement an investor relationsprogram to facilitate effective two-way communication withinvestors.	YES	The Company has adopted a Shareholder CommunicationsStrategy which aims to promote and facilitate effective two-waycommunication with investors. The Strategy outlines a range ofways in which information is communicated to shareholdersand is available on the Company's website as part of theCompany's Corporate Governance Policies.
Recommendation6.3A listed entity should disclose the policies and processes it has inplace to facilitate and encourage participation at meetings ofsecurity holders.	YES	Shareholders are encouraged to participate at all generalmeetings and AGMs of the Company. Upon the despatch of anynotice of meeting to Shareholders, the Company Secretary shallsend out material stating that all Shareholders are encouragedto participate at the meeting.
Recommendation 6.4A listed entity should give security holders the option to receivecommunications from, and send communications to, the entityand its security registry electronically.	YES	The Shareholder Communication Strategy provides thatsecurity holders can register with the Company to receive emailnotifications when anannouncement is made by the Companyto the ASX, including the release of the Annual Report, halfyearly reports and quarterly reports. Links are made availableto the Company's website on which all information provided tothe ASX is immediately posted.

RECOMMENDATIONS (3RD EDITION)	COMPLY	EXPLANATION
		Shareholders queries should be referred to the CompanySecretary at first instance.
Principle 7: Recognise and manage risk
Recommendation 7.1		(a)The Company does not havean Audit and Risk Committee.
The Board of a listed entity should:(a)have a committee or committees to oversee risk, each of	PARTIALLY	However, the Board operates under the Company'sadopted Audit andRisk Management Charter and carriesout those functions delegated in the charter.
which:(i)has at least three members, a majority of whom areindependent Directors; and		The Company has also adopted a Risk Management Policy,which forms part of the Company's CorporateGovernancePolicies.
(ii)is chaired by an independent Director,and disclose:(iii)the charter of the committee;(iv)the members of the committee; and(v)as at the end of each reporting period, the numberof times the committee met throughout the period		The Board is ultimately responsible for risk oversight andrisk management.Discussions on the recognition andmanagement of risks arealso considered at each Boardmeeting, in accordance with the Company's adoptedRiskManagement Policy.
and the individual attendances of the members atthose meetings; or(b)if it does not have a risk committee or committees thatsatisfy (a) above, disclose that fact and the process itemploys for overseeing the entity's risk managementframework.		(b)The Company does not have aseparate Audit and RiskCommittee as the Board consider the Company will notcurrently benefit from its establishment. Inaccordancewith the Company's Board Charter, the Board carries outthe duties that would ordinarily be carried out by the Auditand Risk Committee under the Audit and Risk CommitteeCharter including the following processes to oversee theentity's risk management framework:The Board devotes time at quarterly Board meetings tofulfilling the roles and responsibilities associated withoverseeing risk and maintaining the entity's riskmanagementframeworkandassociatedinternalcompliance and control procedures.

RECOMMENDATIONS (3RD EDITION)	COMPLY	EXPLANATION
Recommendation 7.2The Board or a committee of the Board should:(a)review the entity's risk management framework withmanagement at least annually to satisfy itself that itcontinues to be sound; and(b)disclose in relation to each reporting period, whether such areview has taken place.	YES	(a)The Audit and Risk Committee Charter requires that theBoard should, at least annually, satisfy itself that theCompany's risk management framework continues to besound.(b)Key operational and financial risks are presented to andreviewed by the Board at each Board meeting andreported in the appropriate periods.
Recommendation 7.3A listed entity should disclose:(a)if it has an internal audit function, how the functionisstructured and what role it performs; or(b)if it does not have an internal audit function, that fact andthe processes it employs for evaluating and continuallyimproving the effectiveness of its risk management andinternal control processes.	PARTIALLY	(a)The Company does not have an internal audit function.(b)As set out in Recommendation 7.1, the Board is responsibleforoverseeingtheestablishmentandimplementationofeffectiveriskmanagementandinternalcontrolsystemstomanagethe Company'smaterialbusinessrisksandforreviewingandmonitoringtheCompany'sapplicationofthosesystems.The Board devotes time at quarterly Board meetings tofulfilling the roles and responsibilities associated withoverseeing risk and maintaining the entity's riskmanagementframeworkandassociatedinternalcompliance and control procedures.
Recommendation 7.4A listed entity should disclose whether it has any materialexposure to economic, environmental and social sustainabilityrisks and, if it does, how it manages or intends to manage thoserisks.	YES	The Company's risk management systems are intended to assistin identifying and managing potential or apparent business,economic, environmental and social sustainability risks.As set out in the Company's Risk Management Policy, the Boardensures a pro-active and structured approach to potentialmaterial business sustainability and compliance risk.It regularly assesses risk which include and are not limited to,explorationrisks,titleandaccessrisks,operational,commodities price volatility and exchange rate risks, Native

RECOMMENDATIONS (3RD EDITION)			COMPLY		EXPLANATION
					Title and Aboriginal Heritage, environmental, regulatory andcompliance and market related risks.
					The Company's Corporate Governance PoliciesrequiretheCompany to disclose whether it has any material exposure toeconomic, environmental and social sustainability risks and, if itdoes, how it manages or intends to manage those risks. TheCompany will disclose this information in its Annual Report andon its ASX website as part of its continuous disclosureobligations.
Principle 8: Remunerate fairly and responsibly
Recommendation 8.1			PARTIALLY	(a)	The Company does not haveaseparate RemunerationCommittee.
The Board of a listed entity should:				(b)The Company does not have a Remuneration Committeeas the Board considers the Company will not currently
(a)have a remuneration committee which:
	(i)	has at least three members, a majority of whomare independent Directors; and		benefit from its establishment. In accordance with theCompany's Board Charter, the Board carries out the duties
	(ii)	is chaired by an independent Director,			that would ordinarily be carried out by the Remuneration
	and disclose:				Committee including the following processes to set the
	(iii)	the charter of the committee;			level and composition of remuneration for Directors andsenior executives and ensuring that suchremuneration isappropriate and not excessive:
	(iv)	the members of the committee; and
	(v)	as at the end of each reporting period, the numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; or			The Board devotes time at the annual Board meeting toassess the level and composition of remuneration forDirectors and senior executives.
(b)if it does not have a remuneration committee, disclose thatfact and the processes it employs for setting the level andcomposition of remuneration for Directors and senior

RECOMMENDATIONS (3RD EDITION)	COMPLY	EXPLANATION
executives and ensuring that such remuneration isappropriate and not excessive.
Recommendation 8.2A listed entity should separately disclose its policies andpractices regarding the remuneration of non-executive Directorsand the remuneration of executive Directors and other seniorexecutivesandensurethatthedifferentrolesandresponsibilities of non-executive Directors compared toexecutive Directors and other senior executives are reflected inthe level and composition of their remuneration.	YES	The Company's Corporate Governance Policiesrequires theBoard to disclose its policies and practices regarding theremuneration of Directors and senior executives, which isdisclosed on the Company's website.
Recommendation 8.3A listed entity which has an equity-based remuneration schemeshould:(a)have a policy on whether participants are permitted to enterinto transactions (whether through theuse of derivatives orotherwise) which limit the economic risk of participating inthe scheme; and(b)disclose that policy or a summary of it.	N/A	The Company's Corporate Governance Policiesrequire theBoardto review, manage and disclose the policy (if any) underwhich participants to a Plan may be permitted (at the discretionof the Company) to enter into transactions (whether throughthe use of derivatives or otherwise) which limit the economicrisk of participating in the Plan.Upon issue of equity incentives, the Board will devote time atthe annual Board meeting to assess the level and compositionof remuneration for Directors and senior executives.