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SUREFIRE RESOURCES NL — Governance Information 2021
Sep 30, 2021
65857_rns_2021-09-30_75028c83-4276-468a-9d30-dc852feb2c47.pdf
Governance Information
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Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Name of entity
Surefire Resources NL
48 083 274 024 30 June 2021
ABN/ARBN Financial year ended:
Our corporate governance statement1 for the period above can be found at:2
☐ These pages of our annual report:
☒ This URL on our website:
The Corporate Governance Statement is accurate and up to date as at [insert effective date of statement] and has been approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located.3
| Date: | 25 September 2021 |
|---|---|
| Name of authorised officer | Vladimir Nikolaenko |
| authorising lodgement: | Executive Chairman |
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.
See notes 4 and 5 below for further instructions on how to complete this form.
Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.
Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of Listing Rule 4.10.3.
Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council's recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3.
The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately.
2 Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
3 Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes "OR" at the end of the selection and you delete the other options, you can also, if you wish, delete the "OR" at the end of the selection.
ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES
| Corporate Governance Council recommendation | 4 we have followed theWhere a box below is crossed,recommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: | Where a box below is crossed, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 | |
|---|---|---|---|
| PRINCIPLE 1 –LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT | |||
| 1.1 | A listed entity should have and disclose a board charter settingout:(a)the respective roles and responsibilities of its board andmanagement; and(b)those matters expressly reserved to the board and thosedelegated to management. | ☒and we have disclosed a copy of our board charterat:www.surefireresources.com.au[insert location] | ☐set outin our Corporate Governance Statement OR☐we arean externally managed entity and this recommendationis therefore not applicable |
| 1.2 | A listed entity should:(a)undertake appropriate checks before appointing a director orsenior executive or putting someone forward for election asa director; and(b)provide security holders with all material information in itspossession relevant to a decision on whether or not to elector re-elect a director. | ☒ | ☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| 1.3 | A listed entity should have a written agreement with each directorand senior executive setting out the terms of their appointment. | ☒ | ☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| 1.4 | The company secretary of a listed entity should be accountabledirectly to the board, through the chair, on all matters to do withthe proper functioning of the board. | ☒ | ☐set outin our Corporate GovernanceStatement OR☐weare an externally managed entity and this recommendationis therefore 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 crossed,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: | Where a box below is crossed, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 | |
|---|---|---|---|
| 1.5 | A listed entity should: | ☐ | ☒set outin our Corporate Governance Statement OR |
| (a)have and disclose a diversity policy;(b)through its board or a committee of the boardset | and we have disclosed a copy of our diversity policy at:…………………………………………………………………………… | ☐we are an externally managed entity and this recommendationis therefore not applicable | |
| measurable objectives for achieving gender diversity in thecomposition of its board, senior executives and workforcegenerally;and | [insert location]and we have disclosed the information referred to in paragraph (c)at: | ||
| (c)disclose in relation to each reporting period: | …………………………………………………………………………… | ||
| (1)the measurable objectives set forthat period toachievegender diversity; | [insert location] | ||
| (2)the entity's progress towards achieving thoseobjectives;and | and if we were included in the S&P/ASX 300 Index at thecommencement of the reporting period our measurable objective forachieving gender diversity in the composition of its board of not less | ||
| (3)either: | than 30% of its directors of each gender within a specified period. | ||
| (A)the respective proportions of men and womenon the board, in senior executive positions andacross the whole workforce (including how theentity has defined "senior executive" for thesepurposes); or | |||
| (B)if the entity is a "relevant employer" under theWorkplace Gender Equality Act, the entity'smost recent "Gender Equality Indicators", asdefined in and published under that Act. | |||
| If the entity was in the S&P/ASX 300 Index at thecommencement of the reporting period, the measurable objectivefor achieving gender diversity in the composition of its boardshould be to have not less than 30% of its directors of eachgender within a specified period. | |||
| 1.6 | A listed entity should: | ☒ | ☐set outin our Corporate Governance Statement OR |
| (a)have and disclose a process for periodically evaluating theperformance of the board, its committees and individualdirectors; and | and we have disclosed the evaluationprocess referred to inparagraph (a) at: | ☐we are an externally managed entity and this recommendationis therefore not applicable | |
| (b)disclosefor each reporting period whether aperformance | www.surefireresources.com.au[insert location] | ||
| evaluation has been undertakenin accordance with thatprocessduring or in respect of that period. | and whether a performance evaluation was undertaken for thereporting period in accordance with that process at: | ||
| www.surefireresources.com.au | |||
| [insert location] |
| Corporate Governance Council recommendation | Where a box below is crossed,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: | Where a box below is crossed, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 | |
|---|---|---|---|
| 1.7 | A listed entity should: | ☒ | ☐set outin our Corporate Governance Statement OR |
| (a)have and disclose a process for evaluating the performanceof its senior executivesat least once every reporting period;and | and we have disclosed the evaluationprocess referred to inparagraph (a) at: | ☐we are an externally managed entity and this recommendationis therefore not applicable | |
| (b)disclosefor each reporting period whether a performance | www.surefireresources.com.au[insert location] | ||
| evaluation has been undertakenin accordance with thatprocessduring or in respect of that period. | and whether a performance evaluation was undertaken for thereporting period in accordance with that process at: | ||
| www.surefireresources.com.au[insert location] |
| Corporate Governance Council recommendation | Where a box below is crossed,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: | Where a box below is crossed, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 | |
|---|---|---|---|
| PRINCIPLE 2 - | STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE | ||
| 2.1 | The board of a listed entity should:(a)have a nomination committee which:(1)has at least three members, a majority of whom areindependent directors; and(2)is chaired by an independent director,and disclose:(3)the charter of the committee;(4)the members of the committee; and(5)as at the end of each reporting period, the numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; or(b)if it does not have a nomination committee, disclose thatfact and the processes it employs to address boardsuccession issues and to ensure that the board has theappropriate balance of skills, knowledge, experience,independence and diversity to enable it to discharge itsduties and responsibilities effectively. | ☐[If the entity complies with paragraph (a):]and we have disclosed a copy of the charter of the committee at:……………………………………………………………………………[insert location]and the information referred to in paragraphs (4) and (5) at:……………………………………………………………………………[insert location][If the entity complies with paragraph (b):]and we have disclosed the fact that we do not have a nominationcommittee and the processes we employ to address boardsuccession issues and to ensure that the board has the appropriatebalance of skills, knowledge, experience, independence anddiversity to enable it to discharge its duties and responsibilitieseffectively at:……………………………………………………………………………[insert location] | ☒set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| 2.2 | A listed entity should have and disclose a board skills matrixsetting out the mix of skills that the board currently has or islooking to achieve in its membership. | ☒and we have disclosed our boardskills matrix at:www.surefireresources.com.au[insert location] | ☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| Corporate Governance Council recommendation | Where a box below is crossed,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: | Where a box below is crossed, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 | |
|---|---|---|---|
| 2.3 | A listed entity should disclose:(a)the names of the directors considered by the board to beindependent directors;(b)if a director has an interest, position, affiliation orrelationship ofthe type described in Box2.3 but the boardis of the opinion that it does not compromise theindependence of the director, the nature of the interest,positionor relationship in question and an explanation ofwhy the board is of that opinion; and(c)the length of service of each director. | ☒and we have disclosed the names of the directors considered by theboard to be independentdirectors at:www.surefireresources.com.au[insert location]and, where applicable, the information referred to in paragraph (b)at:www.surefireresources.com.au[insert location]and the length of service of each director at:www.surefireresources.com.au[insert location] | ☐set outin our Corporate Governance Statement |
| 2.4 | A majority of the board of a listed entity should be independentdirectors. | ☒ | ☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| 2.5 | The chair of the board of a listed entity should be anindependent director and, in particular, should not be the sameperson as the CEO of the entity. | ☐ | ☒set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| 2.6 | A listed entity should have a program for inducting newdirectors and for periodically reviewing whether there is a needfor existing directors to undertake professional development tomaintain the skills and knowledge needed to perform their roleas directors effectively. | ☒ | ☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| Corporate Governance Council recommendation | Where a box below is crossed,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: | Where a box below is crossed, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 | |
|---|---|---|---|
| PRINCIPLE 3 – | INSTIL A CULTUREOF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY | ||
| 3.1 | A listed entity should articulate and disclose its values. | ☒and we have disclosed our values at:www.surefireresources.com.au[insert location] | ☐set outin our Corporate Governance Statement |
| 3.2 | A listed entity should:(a)have and disclose a code of conduct for its directors,senior executives and employees; and(b)ensure that the boardor a committee of the boardisinformed ofany material breachesofthat code. | ☒and we have disclosed our codeof conduct at:www.surefireresources.com.au[insert location] | ☐set outin our Corporate Governance Statement |
| 3.3 | A listed entity should:(a)have and disclose a whistleblower policy; and(b)ensure that the board or a committee of the board isinformed of any material incidents reported under thatpolicy. | ☒and we have disclosed our whistleblower policy at:www.surefireresources.com.au[insert location] | ☐set outin our Corporate Governance Statement |
| 3.4 | A listed entity should:(a)have and disclose an anti-bribery and corruption policy;and(b)ensure that the board or committee of theboard isinformed of any material breaches of that policy. | ☒and we have disclosed our anti-bribery and corruption policy at:www.surefireresources.com.au[insert location] | ☐set outin our Corporate Governance Statement |
| Corporate Governance Council recommendation | Where a box below is crossed,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: | Where a box below is crossed, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 | |
|---|---|---|---|
| PRINCIPLE 4 – | SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS | ||
| 4.1 | The board of a listed entity should:(a)have an audit committee which:(1)has at least three members, all of whom are nonexecutive directors and a majority of whom areindependent directors; and(2)is chaired by an independent director, who is notthe chair of the board,and disclose:(3)the charter of the committee;(4)the relevant qualifications and experience of themembers of the committee; and(5)in relation to each reporting period, the number oftimes the committee met throughout the period andthe individual attendances of the members at thosemeetings; or(b)if it does not have an audit committee, disclose that factand the processes it employs that independently verifyand safeguard the integrity of its corporate reporting,including the processes for the appointment and removalof the external auditor and the rotation of the auditengagement partner. | ☐[If the entity complies with paragraph (a):]and we have disclosed a copy of the charter of the committee at:……………………………………………………………………………[insert location]and the information referred to in paragraphs (4) and (5) at:……………………………………………………………………………[insert location][If the entity complieswith paragraph (b):]and we have disclosed the fact that we do not have an auditcommitteeand the processes we employ that independently verifyand safeguard the integrity of our corporate reporting, including theprocesses for the appointment and removal of the external auditorand the rotation of the audit engagementpartner at:……………………………………………………………………………[insert location] | ☒set outin our Corporate Governance Statement |
| 4.2 | The board of a listed entity should, before it approves theentity's financial statements for a financial period, receive fromits CEO and CFO a declaration that, in their opinion, thefinancial records of the entity have been properly maintainedand that the financial statements comply with the appropriateaccounting standards and give a true and fair view ofthefinancial position and performance of the entity and that theopinion has been formed on the basis of a sound system of riskmanagement and internal control which is operating effectively. | ☒ | ☐set outin our Corporate Governance Statement |
| 4.3 | A listed entity should disclose its process to verify the integrityof anyperiodiccorporate report it releases to the marketthat isnot audited or reviewed by an external auditor. | ☒ | ☐set outin our Corporate Governance Statement |
| Corporate Governance Council recommendation | Where a box below is crossed,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: | Where a box below is crossed, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 | |
|---|---|---|---|
| PRINCIPLE 5 – | MAKE TIMELY AND BALANCED DISCLOSURE | ||
| 5.1 | A listed entity shouldhave and disclose a written policy forcomplying with its continuous disclosure obligations underlisting rule3.1. | ☒and we have disclosed our continuous disclosure compliance policyat:www.surefireresources.com.au[insert location] | ☐set outin our Corporate Governance Statement |
| 5.2 | A listed entity should ensure that its board receives copies of allmaterial market announcements promptly after they have beenmade. | ☒ | ☐set outin our Corporate Governance Statement |
| 5.3 | A listed entity that gives anewand substantiveinvestor oranalyst presentation should release a copy of the presentationmaterials on the ASX Market Announcements Platform aheadof the presentation. | ☒ | ☐set outin our Corporate Governance Statement |
| PRINCIPLE 6 – | RESPECT THE RIGHTS OF SECURITY HOLDERS | ||
| 6.1 | A listed entity should provide information about itself and itsgovernance to investors via its website. | ☐and we have disclosed information about us and our governance onour website at:……………………………………………………………………………[insert location] | ☐set outin our Corporate Governance Statement |
| 6.2 | A listed entity should have an investor relations program thatfacilitates effective two-way communication with investors. | ☒ | ☐set outin our Corporate Governance Statement |
| 6.3 | A listed entity should disclose how it facilitatesand encouragesparticipation at meetings of security holders. | ☒and we have disclosed how we facilitate and encourage participationat meetings of security holdersat:www.surefireresources.com.au[insert location] | ☐set outin our Corporate Governance Statement |
| 6.4 | A listed entity should ensure that all substantive resolutions at ameeting of security holders are decided by a poll rather than bya show of hands. | ☒ | ☐set outin our Corporate Governance Statement |
| 6.5 | A listed entity should give security holders the option to receivecommunications from, and send communications to, the entityand its security registry electronically. | ☒ | ☐set outin our Corporate Governance Statement |
| Corporate Governance Council recommendation | Where a box below is crossed,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: | Where a box below is crossed, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 | |
|---|---|---|---|
| PRINCIPLE 7 – | RECOGNISE AND MANAGE RISK | ||
| 7.1 | The board of alisted entity should:(a)have a committee or committees to oversee risk, each ofwhich:(1)has at least three members, a majority of whom areindependent directors; and(2)is chaired by an independent director,and disclose:(3)the charter of the committee;(4)the members of the committee; and(5)as at the end of each reporting period, the numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; or(b)if it does not have a risk committee or committees thatsatisfy (a) above, disclose that fact and the processes itemploys for overseeing the entity's risk managementframework. | ☐[If the entity complies with paragraph (a):]and we have disclosed a copy of the charter of the committee at:……………………………………………………………………………[insert location]and the information referred to in paragraphs (4) and (5) at:……………………………………………………………………………[insert location][If the entity complies withparagraph (b):]andwe have disclosedthe fact that we do not have a risk committeeor committees that satisfy (a) and the processes we employ foroverseeing our risk management framework at:……………………………………………………………………………[insert location] | ☒set outin our Corporate Governance Statement |
| 7.2 | The board or a committee of the board should:(a)review the entity's risk management framework at leastannually to satisfy itself that it continues to be sound andthat the entity is operating with due regard tothe riskappetite set by the board; and(b)disclose, in relation to each reporting period, whethersuch a review has taken place. | ☒and we have disclosed whethera review of the entity's riskmanagement framework was undertaken during the reporting periodat:www.surefireresources.com.au[insert location] | ☐set outin our Corporate Governance Statement |
| Corporate Governance Council recommendation | Where a box below is crossed,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: | Where a box below is crossed, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 | |
|---|---|---|---|
| 7.3 | A listed entity should disclose:(a)if it has an internal audit function, how the function isstructured and what role it performs; or(b)if it does not have an internal audit function, that fact andthe processes it employs for evaluating and continuallyimproving the effectiveness of its governance, riskmanagement and internal control processes. | ☐[If the entity complies with paragraph (a):]and we have disclosed how our internal audit function is structuredand what role it performsat:……………………………………………………………………………[insert location][If the entity complies with paragraph (b):]and we have disclosed the fact that we do not have an internal auditfunction and the processes we employ for evaluating and continuallyimproving the effectivenessof our risk management and internalcontrol processes at:……………………………………………………………………………[insert location] | ☒set outin our Corporate Governance Statement |
| 7.4 | A listed entity should disclose whether it has any materialexposure to environmental or social risks and, if it does, how itmanages or intends to manage those risks. | ☒and we have disclosed whether we have any material exposure toenvironmental and social risks at:www.surefireresources.com.au[insert location]and, if we do, how we manage or intend to manage those risks at:www.surefireresources.com.au[insert location] | ☐set outin our Corporate GovernanceStatement |
| Corporate Governance Council recommendation | Where a box below is crossed,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: | Where a box below is crossed, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so 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 of whom areindependent directors; and(2)is chaired by an independent director,and disclose:(3)the charter of the committee;(4)the members of the committee; and(5)as at the end of each reporting period, the numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; or(b)if it does not have a remuneration committee, disclosethat fact and the processes it employs for setting the leveland composition of remuneration for directors and seniorexecutives and ensuring that such remuneration isappropriate and not excessive. | ☐[If the entity complies with paragraph (a):]and we have disclosed a copy of the charter of the committeeat:……………………………………………………………………………[insert location]and the information referred to in paragraphs (4) and (5)at:……………………………………………………………………………[insert location][If the entity complies with paragraph (b):]and we have disclosed the fact that we do not have a remunerationcommittee and the processes we employ forsetting the level andcomposition of remuneration for directors and senior executives andensuring that such remuneration is appropriate and not excessive:……………………………………………………………………………[insert location] | ☒set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| 8.2 | A listed entity should separately disclose its policies andpractices regarding the remuneration of non-executive directorsand the remuneration of executive directors and other seniorexecutives. | ☒and we have disclosed separately our remuneration policies andpractices regarding the remuneration of non-executive directors andthe remuneration of executive directors and other senior executivesat:in the Directors' Report as included in the 2021 Annual Report[insert location] | ☐set outin our Corporate GovernanceStatement OR☐we are an externallymanaged entity and this recommendationis therefore not applicable |
| 8.3 | A listed entity which has an equity-based remuneration schemeshould:(a)have a policy on whether participants are permitted toenter into transactions (whether through the use ofderivatives or otherwise) which limit the economic risk ofparticipating in the scheme; and(b)disclose that policy or a summary of it. | ☒and we have disclosed our policy on thisissue or a summary of it at:www.surefireresources.com.au[insert location] | ☐set outin our Corporate Governance Statement OR☐we do not have an equity-based remuneration scheme andthis recommendation is therefore not applicableOR☐we are an externally managed entity and this recommendationis therefore not applicable |
| Corporate Governance Council recommendation | Where a box below is crossed,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: | Where a box below is crossed, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 | |||
|---|---|---|---|---|---|
| ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES | –N/A | ||||
| 9.1 | A listed entity with a director who does not speak the languagein which board or security holder meetings are held or keycorporate documents are written should disclose the processesit has in place to ensure the director understands and cancontribute to the discussions at those meetings andunderstands and can discharge their obligations in relation tothose documents. | ☐and we have disclosed information about the processes in place at:………………………………………………………………………[insert location] | ☐☒☐ | set outin our Corporate Governance StatementORwe do not have a director in this position and thisrecommendation is therefore not applicableORwe are an externally managed entity and this recommendationis therefore not applicable | |
| 9.2 | A listed entity established outside Australia should ensure thatmeetings of security holders are held at a reasonable place andtime. | ☐ | ☐☒☐ | set outin our Corporate Governance Statement ORwe are established in Australia and this recommendation istherefore not applicableORwe are an externally managed entity and this recommendationis therefore not applicable | |
| 9.3 | A listed entity established outside Australia, and an externallymanaged listed entity that has an AGM,should ensure that itsexternal auditor attends its AGM and is available to answerquestions from security holders relevant to the audit. | ☐ | ☐☒☐ | set outin our Corporate Governance Statement ORwe are established in Australia andnot an externally managedlisted entityandthis recommendation is therefore notapplicablewe are an externally managed entity that does not holdanAGMand this recommendation is therefore not applicable | |
| ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES | –N/A | ||||
| - | Alternative to Recommendation1.1 for externally managedlisted entities:The responsible entity of an externally managed listed entityshould disclose:(a)the arrangements between the responsible entity and thelisted entity for managing the affairs of the listed entity;and(b)the role and responsibility of the board of the responsibleentity for overseeing those arrangements. | ☐and we have disclosed the information referred to in paragraphs (a)and (b) at:……………………………………………………………………………[insert location] | ☐ | set outin our Corporate Governance Statement |
| Corporate Governance Council recommendation | Where a box below is crossed,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: | Where a box below is crossed, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 |
|---|---|---|
| -Alternative to Recommendations8.1, 8.2 and 8.3 for externallymanaged listed entities:An externally managed listed entity should clearly disclose theterms governing the remuneration of the manager. | ☐and we have disclosed the terms governingour remuneration asmanager of the entity at:……………………………………………………………………………[insert location] | ☐set outin our Corporate Governance Statement |

CORPORATE GOVERNANCE STATEMENT 2021
The Board of Surefire Resources NL ("Board") is committed to ensuring that the Company's obligations and responsibilities to its various stakeholders are fulfilled through its corporate governance practices. The directors of the Company ("Directors", being either "Non-Executive Directors" or "Executive Directors") undertake to perform their duties with honesty, integrity, care and diligence, and to act in good faith in the best interests of the Company in a manner that reflects the highest standards of corporate governance.
The Company's Board is committed to a high standard of corporate governance practices, and, subject to the "if not, why not" statement below, ensures that the Company complies with the Corporations Act 2001 (Cth), ASX Listing Rules, Company Constitution and other applicable laws and regulations.
Corporate Governance Compliance
The Company has followed the 4 th edition of the ASX Corporate Governance Council's Principles and Recommendations ("Principles and Recommendations") which came into effect, insofar as it relates to this entity, in respect of the financial year ended 30 June 2021.
The Board has considered the recommendations to be an appropriate benchmark for its corporate governance practices.
If, after consideration, the Company's corporate governance practices depart from a recommendation, the Board has offered full disclosure and reason for adoption of its own practice, in compliance with the "if not, why not" regime.
This statement was current as at 30 June 2021 and was affirmed by the Board on 25 September 2021.

CORPORATE GOVERNANCE STATEMENT 2021 (CONT'D)
| Principle | ASX Recommendation | Conform | Disclosure |
|---|---|---|---|
| (Y/N) | |||
| Principle 1:1.1 | Lay solid foundations for management and oversight.A listed entity should clearly delineate therespective roles andresponsibilities of its board and management and regularlyreview their performance.A listed entity should have and disclosea board carter settingout:a)the respective roles and responsibilities of its board andmanagements; andb)those matters expressly reserved to the board and those | Y | The Board Charter details the functions and responsibilities of the Board and management, includingmatters reserved for the Board. The Board Charter is included in the Corporate Governance & PoliciesManualon the Company's website. |
| 1.2 | delegated to management.A listed entity should: | Y | The full Board undertakes the duties that fall to the nomination committee under the Company'sNomination Committee Charter, which is included in the Corporate Governance & Policies Manual on the |
| a)undertake appropriate checks before appointing a directoror senior executive, or putting someone forward for electionas a director; andb)provide security holders with all material information in itspossession relevant to a decision on whether or not to elector re-elect a Director. | Company's website.The role of the Nomination Committee is to identify and recommend candidates to fill casual vacanciesand to determine the appropriateness of director nominees for election to the Board. The NominationCommittee Charterrequires the Board to make appropriate background checks prior to recommending acandidate for election or re-election as a director. The Board must identify and recommend candidatesonly after considering the necessary and desirable competencies of new Board members to ensure theappropriate mix of skills and experienceand after an assessment of how the candidate can contribute tothe strategic direction of the CompanyAll material information relevant to whether or not to elect or re-elect a director is provided to theCompany's shareholders as part of the Notice of Meeting and explanatory memorandum for the relevantmeeting of shareholders which addresses the election or re-election of a director. |

| Principle | ASX Recommendation | Conform | Disclosure |
|---|---|---|---|
| (Y/N) | |||
| 1.3 | A listed entity should have a written agreement with eachdirector and senior executive setting out the terms of theirappointment. | Y | The Remuneration Committee Charter, which is included in the Corporate Governance & Policies Manualon the Company's website, requires the Company to have a written agreement with each Director andsenior executive setting out the terms of their engagement.Each Executive Director has signed an executive service agreement.Non-Executive Directors do not haveemployment contracts with the Company save to the extent that the Company's constating documentscomprise the same. |
| 1.4 | The company secretary of a listed entity should be accountabledirectly to the board, through the chair, on all matters to do withthe proper functioning of the board. | Y | The Company Secretary is accountable to the Board, through the Chairman, on all governance mattersand reports directly to the Chairman as the representative of the Board. The Company Secretary hasprimary responsibility for ensuring that the Board processes and procedures run efficiently andeffectively.Details are contained in Clause 4 of the Board Charter which is included in the Corporate Governance &Policies Manual on the Company's website. |

| Principle | ASX Recommendation | Conform | Disclosure |
|---|---|---|---|
| (Y/N) | |||
| 1.5 | A listed entity should:a)have and disclose a diversity policy;b)through itsboard or a committee of the board,setmeasurableobjectives for achieving gender diversity in thecomposition of its board, senior executives and workforcegenerally; andc)disclose in relation to eachreporting period:1.the measurableobjectives set for that period toachieve gender diversity;2.The entity's progress towards achieving thoseobjectives; and3.Either:(a)The respective proportions of men andwomen on the board, in senior executivepositions and across the whole workforce(including how the entity defined "seniorexecutive" for these purposes); or(b)If the entity is a "relevant employer" underthe Workplace Gender Equality Act, theentity's most recent "Gender EqualityIndicators", as defined and published underthat Act. | N | The Company has adopted a Diversity Policy which is included in the Corporate Governance & PoliciesManual on the Company's website. The Company recognises that a diverse and talented workforce is acompetitive advantage and encourages a culture that embraces diversity. The Company, due to its sizeand stage of development,does not think that it is appropriate to state measurable objectivesforachieving gender diversity.The proportion of women employees in the whole organisation is zero%(excluding directors).There are currently no women in senior executive positions or on the Board. |
| 1.6 | A listed entity should:a)have and disclose a process for periodically evaluating theperformance of the board, its committees and individualdirectors; andb)disclose, for each reporting period, whether a performanceevaluation has beenundertaken in the reporting period inaccordance with that processduring or in respect of thatperiod. | Y | The Board Charter, which is included in the Corporate Governance & Policies Manual on the Company'swebsite, details the process for evaluating the Board, its Committees and individual Directors.Theassessment process which may be used by the Board is that each director completes a questionnairerelating to the role, composition, procedures, practices and behaviour of the Board and its members. Anindependent third party consultant may be used tofacilitate the assessment.A Board performance review was not undertaken in FY 2021. |

| Principle | ASX Recommendation | Conform | Disclosure |
|---|---|---|---|
| (Y/N) | |||
| 1.7 | A listed entity should:a)have and disclose a process for evaluating the performanceof its senior executivesat least once every reporting period;and | Y | Employeenumbers during the FY 2021were limited to 4. Given the limited employee numbersperformance evaluation is a process undertaken informally on a daily basis. Staff matters (includingperformance) are often discussedat each board meeting and included in the management's regularOperation Reports distributed to all Board members. |
| b)disclose, foreach reporting period, whether a performanceevaluation has beenundertaken in accordance with thatprocessduring or in respect of that period. | Y |

| Principle | ASX Recommendation | Conform | Disclosure |
|---|---|---|---|
| (Y/N) | |||
| Principle 2: | Structure the board to add valueThe board of a listed entity should be of an appropriate size,and collectively have the skills, commitment and knowledge ofthe entity and the industry in which it operates, to enable it todischarge its duties effectively and to add value. | ||
| 2.1 | The board of a listed entity should:a)have a nomination committee which:1)has at least three members, a majority of whom areindependent directors; and2)is chaired by an independent directorand disclose:3)the charter of the committee;4)the members of the committee; and5)as at the end of each reporting period, the number oftimes the committee met throughout the period and theindividual attendances of the members at thosemeetings; orb)if it does not have a nomination committee, disclose that factand the processes it employs to address bard successionissues and to ensure that the board has the appropriatebalance of skills, knowledge, experience, independence anddiversity to enable it to discharge its duties and | NY | The Company does not currently have a nomination committee. The Board has decided that noefficiencies will be achieved by establishing a separate nomination committee. The Board carries out theduties that would otherwise be undertaken by the nomination committee, in accordance with theNomination Committee Charter, which is included in the Corporate Governance & Policies Manual on theCompany's website. |
| responsibilities effectively. | |||
| 2.2 | A listed entity should have and disclose a board skills matrixsetting out the mix of skills that the board currently has or islooking to achieve in its membership. | Y | Refer Appendix A –skills matrix. |

| Principle | ASX Recommendation | Conform | Disclosure | ||||
|---|---|---|---|---|---|---|---|
| (Y/N) | |||||||
| 2.3 | A listed entity should disclose: | Y | As at 30 June 2021 | the Board consisted of: | |||
| a)the names of the directors considered by the board to be | Name | Role | Independent | Date appointed | |||
| independent;b)if a director has an interest, position, or relationship of the | VladimirNikolaenko | Executive Chairman | No | 27.7.2017 | |||
| type described in Box 2.3 (Factors relevant to addressing theindependence of a director) but the board is of the opinionthat it does not compromise the independence of thedirector, the nature of the interest, position, or relationship | MichaelPovey | Non-ExecutiveDirector | Yes | 12.10.2017 | |||
| Roger Smith | Non-ExecutiveDirector | Yes | 29.11.2017 | ||||
| in question and an explanation of why the board is of thatopinion; and | |||||||
| c)the length of service of each director. | |||||||
| 2.4 | A majority of the board of a listed entity should be independent. | N | There are threeDirectors on the Board, twoof whomarenon-executive directors.MessrsPovey and Smithconsider themselvesto be independent directorsas theyarenot part of the | ||||
| shareholdersjudgement. | management team and regard themselvesin | as being free of any relationship (other than that of beingthe Company) that could materially interfere with the independent exercise of their | |||||
| As to the chair, Mr Nikolaenko, refer the "If not, why not" response to Recommendation 2.5. | |||||||
| Given all the circumstances attendant upon the Company (including its objectives, the nature and extent | |||||||
| or to procure the departure of one of the existing directors is unnecessary. | of its actual and proposed operations, its capital base and other resources, the costs associated with aboard comprised of more than the current number and the need for a board comprised of persons witha blend and diversity of traits, skills, gender, experience, expertise, entrepreneurialism, innovation,tenacity, vision and dedication in order to enliven the prospects of creating value for shareholders) it isthought by the Board that to appoint further directors (whose perceived independence is beyond doubt) |

| Principle | ASX Recommendation | Conform | Disclosure |
|---|---|---|---|
| (Y/N) | |||
| 2.5 | The chair of the board of a listed entity should be anindependent director, and in particular, should not be the sameperson as the CEO of the entity. | N | The chair, who is not considered to be independent,worksquite closely with the management team. Heregards himself as being free of any relationship that could materially interfere with the independentexercise of his judgement. However,he acknowledges that it might well be perceived that his role in theformation and early development and promotion of the Company and its subsidiaries, his shareholding inthe Company and his remuneration as a Director,compromises or materially interferes with hisindependent exercise of judgement and ability to act in an entirely disinterested manner in all things.Hedoes not perform the role of CEO of the Company.As at 30June 2021, the Company hasanappointedCEOandretainsthe services of a consultantwhohas experience in that role and with whom such aformalised role hasbeennegotiated. |
| 2.6 | A listed entity should have a program for inducting new directorsand for periodically reviewing whether there is a need forexisting directors to undertake professional development tomaintain the skills and knowledge needed to perform their roleas directors effectively. | Y | Induction and professional development form part of the responsibilities of the Nomination Committeeas noted in theNomination Committee Charter, which is included in the Corporate Governance & PoliciesManual on the Company's website. Induction documents are provided with a written engagement letterand the Company Secretary is available to assist with the process of new Directors familiarisingthemselves with the Company. Professional development requirements are addressed as circumstancesrequire. |
| Principle 3: | Act ethically and responsibly | ||
| A listed entity should instal and continually reinforce a cultureacross the organisation of acting lawfully, ethically andresponsible. | |||
| 3.1 | A listed entity should articulate and disclose its values. | Y | The Company has formulated a general Code of Conduct and a Code of Conduct for Directors andExecutives which all employees and directors are expected, at a minimum, to follow.The Codes areincluded in the Corporate Governance & Policies Manual on the Company's website. |
| 3.2 | A listed entity should:a)have and disclose a code of conduct for its directors, seniorexecutives and employees; andb)ensure that the board or a committee is informed of anymaterial breaches of that code. | Y | The Company has formulated a general Code of Conduct and a Code of Conduct for Directors andExecutives which all employees and directors are expected, at a minimum, to follow. The Codes areincluded in the Corporate Governance & Policies Manual on the Company's website. |

| Principle | ASX Recommendation | Conform | Disclosure |
|---|---|---|---|
| (Y/N) | |||
| 3.3 | A listed entity should:a)have and disclose a whistleblower policy; andb)ensure that the board or a committee is informed of anymaterial incidents reported under that policy. | Y | The Company has formulated a Whistleblower Policyfor Directors and Executives which all employeesand directors are expected, at a minimum, to follow. The Policy isincluded in the Corporate Governance& Policies Manual on the Company's website. |
| 3.4 | A listed entity should:a)have and disclose ananti-briberyand corruptionpolicy; andb)ensure that the board or a committee is informed of anymaterial breaches ofthat policy. | N | The Company has not formulated aseparateAnti-Bribery and Corruption Policybut has formulated ageneral Code of Conduct and a Code of Conduct for Directors and Executives which all employees anddirectors are expected, at a minimum, to follow. The Codes are included in the Corporate Governance &Policies Manual on the Company's website. |

| Principle | ASX Recommendation | Conform | Disclosure |
|---|---|---|---|
| (Y/N) | |||
| Principle 4: | Safeguard integrity in financial reporting | ||
| A listed entity should have appropriate processes to verify theintegrity of its corporate reports. | |||
| 4.1 | The board of a listed entity should:a)have an audit committee which:1)has at least three members, all of whom are nonexecutive directors and a majority of whom areindependent directors; and2)is chaired by an independent director, who is not thechair of the board,and disclose: | NN | The Company has established an Audit Committee which is comprised of the full Board, all of whom arenon-executive directors. The Audit Committee conducts its review processes in conjunction with otherbusiness being transacted at Board meetings from time to time.Sourcing alternative directors to strictly comply with this Principle is considered expensive with costsoutweighing potential benefits. The chair of the committee is Vladimir Nikolaenko, a non-independentdirector who is also chair of the Board.The Audit Committee Charter is included in the Corporate Governance & Policies Manual on theCompany's website. |
| 3)the charter of the committee;4)the relevant qualifications and experience of themembers ofthe committee; and5)in relation to each reporting period, the number of timesthe committee met throughout the period and theindividual attendances of the members at thosemeetings; orb)if it does not have an audit committee, disclose that fact andthe processes it employs that independently verify andsafeguard the integrity of its corporate reporting, includingthe processes for the appointment and removal of the | YYY | The qualifications, experience and attendance of the members of the Audit Committee are disclosed inthe Company's Directors' Report (contained in the 2021 Annual Report). | |
| external auditor and the rotation of the audit engagementpartner. |

| Principle | ASX Recommendation | Conform | Disclosure |
|---|---|---|---|
| (Y/N) | |||
| 4.2 | The board of a listed entity should, before it approves theentity's financial statements for a financial period, receive fromits CEO and CFO a declaration that, in their opinion, the financialrecords of the entity have been properly maintained and that thefinancial statements comply with the appropriate accountingstandards and give a true and fair view of the financial positionand performance of the entity and that the opinion has beenformed on the basis of a sound system of risk management andinternal control which is operating effectively. | Y | Under the Company's Risk Management Policy, which is included in the Corporate Governance & PoliciesManual on the Company's website, the acting CEO and CFO will provide a written declaration of assurancethat in their opinion, the financial records of the Company for the relevant reporting period have beenproperly maintained, comply with appropriate accounting standards and give a true and fair view of thefinancial position and performance of the Company and has been formed on the basis of a sound systemof risk management and internal control which is operating effectively. |
| 4.3 | A listed entity should disclose its processto verify the integrityof any periodic corporate report it releases to the market that isnot audited or reviewed by an external auditor. | Y | The Company takes all reasonable steps to ensure thatall members of the Boardhave had an opportunityto review and make comment on the draft ASX announcement beforeits final approved release on theASX Announcements Platform |
| Principle 5: | Make timely and balanced disclosureA listed entity should make timely and balanced disclosure ofall matters concerning it that a reasonable person wouldexpect to have a material effect on the price or value of itssecurities. | ||
| 5.1 | A listed entity shouldhave and disclose a written policy forcomplying with its continuous disclosure obligations under thelisting rule3.1. | Y | The Company has adopted a Continuous Disclosure Policy, which is included in the Corporate Governance& Policies Manual on the Company's website. The Policy is designed to guide compliance with ASX ListingRules disclosure requirements, and to ensure all Directors, senior executives and employees of theCompany understand their responsibilities under the Policy. |
| 5.2 | A listed entity shouldensure that its board receives copies of allmaterial market announcements promptly after they have beenmade. | Y | The Company has arranged that allASX releases are automatically emailed to every board memberdirectly by the ASX Announcements Platform. |
| 5.3 | A listed entity that gives a new and substantive investor oranalyst presentation should release a copy of the presentationmaterials on the ASX Market Announcements Platform ahead ofthe presentation. | Y | The Company has adopted a Continuous Disclosure Policy, which is included in the Corporate Governance& Policies Manual on the Company's website. The Policy is designed to guide compliance with ASX ListingRules disclosure requirements, and to ensure all Directors, seniorexecutives and employees of theCompany understand their responsibilities under the Policy. |

| Principle | ASX Recommendation | Conform | Disclosure |
|---|---|---|---|
| (Y/N) | |||
| Principle 6: | Respect the rights of shareholders | ||
| A listed entity should provide its security holders withappropriate information and facilities to allow them to exercisetheir rights as security holders effectively. | |||
| 6.1 | A listed entity should provide information about itself and itsgovernance to investors via its website. | Y | The Company has a Shareholder Communication Policy, which is included in the Corporate Governance& Policies Manual on the Company's website. |
| The company website provides a platform to disclose official ASX releases of material information andperiodic reports, press releases, notices and presentations as well as a mechanism for shareholders tocontact the Company via email. | |||
| 6.2 | A listed entity should have an investorrelations program thatfacilitate effective two-way communications with investors. | Y | Refer 6.1. |
| 6.3 | A listed entity should disclose how it facilitates and encouragesparticipation at meetings of security holders. | Y | The Company has a Shareholder Communication Policy, which is included in the Corporate Governance& Policies Manual on the Company's website. The Policy specifically encourages full participation ofshareholders at the Annual General Meeting to ensure a high level of accountability and identificationwith the Company's strategy and goals and outlines the various ways in which the Companycommunicates with shareholders. |
| 6.4 | A listed entity should ensure that all substantive resolutions at ameeting of security holders aredecided by a poll rather than bya show of hands. | Y | With the impact of COVID being experiencedby corporations andthis impacts on attendances at generalmeetings of shareholders, all resolutions being considered at those meetings will be decided on a poll,rather than by a show of hands. |
| 6.5 | A listed entity should give security holders the option to receivecommunications from, and send communications to, the entityand its security registry electronically. | Y | Shareholders are actively encouraged to register their electronic contact details with the Company's shareregistrar to receive email notifications instead of regular mail. Further, the Company provides informationthrough its website enabling security holders to email the Company. The share registrar also provides theability to email the share registrar and to receive documents by email from the share registrar. |

| Principle | ASX Recommendation | Conform | Disclosure |
|---|---|---|---|
| (Y/N) | |||
| Principle 7:7.1 | Recognise and manage riskA listed entity should establish a sound risk managementframework and periodically review the effective ness of thatframework.The board of a listed entity should:a)have a committee or committees to oversee risk, each ofwhich:1)has at least three members, a majority of whom areindependent directors; and2)is chaired by an independent director,and disclose:3)the charter of the committee;4)the members of the committee; and5)as at the end of each reporting period, the number oftimes the committee met throughout the period and theindividual attendances of the members at thosemeetings; orb)if it does not have a risk committee or committees thatsatisfy (a) above, disclose that fact and the processes itemploys for overseeing the entity's risk managementframework. | NNYYY | The Company has established a Risk Management Committee which is comprised of the full Board, all ofwhom are non-executive directors. Sourcing alternative directors to strictly comply with this Principle isconsidered expensive with costs outweighing potential benefits. The chair of the committee is MrThomas, a non-independent director who is also chair of the Board.The Risk Management Policy is included in the Corporate Governance & Policies Manual on theCompany's website.The qualifications, experience and attendance of the members of the Risk Committee are disclosed in theCompany's Directors' Report (contained in the 2021 Annual Report). |
| 7.2 | The board or a committee of the board should:a)review the entity's risk management framework at leastannually to satisfy itself that it continues to be soundandthat the entity is operating with due regard to the riskappetite set by the board; andb)disclose, in relation to each reporting period, whether sucha review has taken place. | Y | The Board determines the Company's 'risk profile' and is responsible for overseeing and approving riskmanagement strategy and policies, internal compliance and non-financial internal control.The Board has not formally (i.e., by a formally defined process) reviewed the Company's risk profile duringthe 2021 financial year. However, this issue is regularly reviewed and specifically addressed at Boardmeetings and risk management culture is encouraged amongst employees and contractors. |

| Principle | ASX Recommendation | Conform | Disclosure |
|---|---|---|---|
| (Y/N) | |||
| 7.3 | A listed entity should disclose:a)if it has an internal audit function, how the function isstructured and what role it performs; orb)if it does not have an internal audit function, disclose thatfact and the processes it employs for evaluating andcontinually improving the effectiveness of its risk | N | The Company does not have an internal audit function.Under the Company's Risk Management Policy, the responsibility for undertaking and assessing riskmanagement and internal control effectiveness is assumed by the full Board. |
| 7.4 | management and internal control processes.A listed entity should disclose whether it has any materialexposure to environmental orsocial risks and, if it does, how itmanages or intends to manage those risks. | Y | The Company does not have any material exposure to these risks. Exploration risk dwarfs all other risks.As an exploration company rather than an economic producer there is no material exposure to economicsustainability risk. Certain financial risks are described in the notes to the 2021 financial statements.Whilst not materially exposed to social sustainability risk, the Company has an Environmental Policy,which is included in the Corporate Governance & Policies Manual on the Company's website, to providefor the effective involvement of communities in decisions that affect them. |

| Principle | ASX Recommendation | Conform | Disclosure |
|---|---|---|---|
| (Y/N) | |||
| Principle 8: | Remunerate fairly and responsiblyA listed entity should pay director remuneration sufficient toattract and retain high quality directors and design itsexecutive remuneration to attract, retain and motivate highquality senior executives and to align their interest with thecreation of value for security holders and with the entity'svalues and risk appetite. | ||
| 8.1 | The board of a listed entity should:a)have a remuneration committee which:1)has at least three members, a majority of whom areindependent directors; and2)is chaired by an independent director,and disclose:3)the charter of the committee;4)the members of the committee; and5)as at the end of each reporting period, the number oftimes the committee met throughout the period and theindividual attendances of the members at thosemeetings; orb)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 seniorexecutives and ensuringthat such remuneration isappropriate and not excessive. | NNYYY | The Company has established a Remuneration Committee which is comprised of the full Board, all ofwhom are non-executive directors. Sourcing alternative directors to strictly comply with this Principle isconsidered expensive with costs out-weighing potential benefits. The chair of the committee is MrThomas, a non-independent director who is also chair of the Board.The Remuneration Committee Charter is included in the Corporate Governance & Policies Manual on theCompany's website.The qualifications, experience and attendance of the members of the Remuneration Committee aredisclosed in the Company's Directors' Report (contained in the 2021 Annual Report). |
| 8.2 | A listed entity should separately disclose its policies andpractices regarding the remuneration of non-executive directorsand the remuneration of executive directors and other seniorexecutives. | Y | Details of the Company's policies and practices regarding the remuneration of Directors and other seniormanagement is set out in the Remuneration Report as disclosed in the Company's Directors' Report(contained in the 2021 Annual Report). |

| Principle | ASX Recommendation | Conform | Disclosure |
|---|---|---|---|
| (Y/N) | |||
| 8.3 | A listed entity which has an equity-based remuneration schemeshould:a)have a policy on whether participants are permitted to enterinto transactions (whether through the use of derivatives orotherwise) which limit the economic risk of participating in | Y | The Company's Securities Trading Policy specifically prevents employees engaging in margin lending orotherwise leveraging securities without the fully informed consent of the board.The Securities Trading Policy is included in the Corporate Governance & Policies Manual on the Company'swebsite. |
| the scheme; andb)disclose that policy or a summary of it. |