TECHGEN METALS LTD — Regulatory Filings 2021

Sep 21, 2021

Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

TechGen Metals Ltd

ABN/ARBN 66 624 721 035	Financial year ended:
66 624 721 035	2021

Our corporate governance statement[1] for the period above can be found at:[2]

These pages of our ☐ annual report: This URL on our ☒ Corporate Governance Plan (techgenmetals.com.au) 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: 22 September 2021 Name of authorised officer Rick Govender authorising lodgement:

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

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

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

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

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

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

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

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Page 1

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons 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 setting out: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management.	☐ and we have disclosed a copy of our board charter at: Corporate Governance Plan (techgenmetals.com.au) [insert location]	☒ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.2	A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.	☐	☒ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	☐	☒ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.4	The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.	☐	☒ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is 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.

Page 2

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
1.5	A listed entity should: (a) have and disclose a diversity policy; (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and (c) disclose in relation to each reporting period: (1) the measurable objectives set for that period to achieve gender diversity; (2) the entity’s progress towards achieving those objectives; and (3) either: (A) the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or (B) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act. If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period.	☐ and we have disclosed a copy of our diversity policy at: Corporate Governance Plan (techgenmetals.com.au)……………………………………………… [insert location] and we have disclosed the information referred to in paragraph (c) at: Corporate Governance Plan (techgenmetals.com.au)…………………………………………… [insert location] and if we were included in the S&P / ASX 300 Index at the commencement of the reporting period our measurable objective for achieving gender diversity in the composition of its board of not less than 30% of its directors of each gender within a specified period.	☒ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

Page 3

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
1.6	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	☐ and we have disclosed the evaluation process referred to in paragraph (a) at: Corporate Governance Plan (techgenmetals.com.au)……………………………………………… [insert location] and whether a performance evaluation was undertaken for the reporting period in accordance with that process at: Corporate Governance Plan (techgenmetals.com.au)…………………………………………… [insert location]	☒ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.7	A listed entity should: (a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	☐ and we have disclosed the evaluation process referred to in paragraph (a) at: Corporate Governance Plan (techgenmetals.com.au)………………………………………[insert location] and whether a performance evaluation was undertaken for the reporting period in accordance with that process at: Corporate Governance Plan (techgenmetals.com.au)………………………………………[insert location]	☒ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

Page 4

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons 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 are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties 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 nomination committee and the processes we employ to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively at: …………………………………………………………………………….. [insert location]	☒ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership.	☐ and we have disclosed our board skills matrix at: …………………………………………………………………………….. [insert location]	☒ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

Page 5

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
2.3	A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, affiliation or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position or relationship in question and an explanation of why 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 the board to be independent directors at: Corporate Governance Plan (techgenmetals.com.au)……………………………………………. [insert location] and, where applicable, the information referred to in paragraph (b) at: Annual Report………………………………………………………… [insert location] and the length of service of each director at: Annual Report ………………………………………………………… [insert location]	☒ set out in our Corporate Governance Statement
2.4	A majority of the board of a listed entity should be independent directors.	☐	☒ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.5	The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	☐	☒ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.6	A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively.	☐	☒ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

Page 6

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1	A listed entity should articulate and disclose its values.	☐ and we have disclosed our values at: Corporate Governance Plan (techgenmetals.com.au)……………………………………………. [insert location]	☒ set out in 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 board or a committee of the board is informed of any material breaches of that code.	☐ and we have disclosed our code of conduct at: Corporate Governance Plan (techgenmetals.com.au)……………………………………………. [insert location]	☒ set out in our Corporate Governance Statement
3.3	A listed entity should: (a) have and disclose a whistle-blower policy; and (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy.	☐ and we have disclosed our whistle-blower policy at: Corporate Governance Plan (techgenmetals.com.au)……………………………………………. [insert location]	☒ set out in 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 the board is informed of any material breaches of that policy.	☐ and we have disclosed our anti-bribery and corruption policy at: Corporate Governance Plan (techgenmetals.com.au)……………………………………………. [insert location]	☒ set out in our Corporate Governance Statement

Page 7

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons 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 non- executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.	☐ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: Corporate Governance Plan (techgenmetals.com.au)……………………………………………. [insert location] and the information referred to in paragraphs (4) and (5) at: Corporate Governance Plan (techgenmetals.com.au)……………………………………………. [insert location] [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have an audit committee and the processes we employ that independently verify and safeguard the integrity of our corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner at: Corporate Governance Plan (techgenmetals.com.au)……………………………………………. [insert location]	☒ set out in our Corporate Governance Statement
4.2	The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.	☐	☒ set out in our Corporate Governance Statement
4.3	A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor.	☐	☒ set out in our Corporate Governance Statement

Page 8

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1.	☐ and we have disclosed our continuous disclosure compliance policy at: Corporate Governance Plan (techgenmetals.com.au)…………………………………………… [insert location]	☒ set out in our Corporate Governance Statement
5.2	A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.	☐	☒ set out in our Corporate Governance Statement
5.3	A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation.	☐	☒ set out in our Corporate Governance Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information about itself and its governance to investors via its website.	☐ and we have disclosed information about us and our governance on our website at: Corporate Governance Plan (techgenmetals.com.au)…………………………………………… [insert location]	☒ set out in our Corporate Governance Statement
6.2	A listed entity should have an investor relations program that facilitates effective two-way communication with investors.	☐	☒ set out in our Corporate Governance Statement
6.3	A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.	☐ and we have disclosed how we facilitate and encourage participation at meetings of security holders at: Corporate Governance Plan (techgenmetals.com.au)…………………………………………… [insert location]	☒ set out in our Corporate Governance Statement
6.4	A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands.	☐	☒ set out in our Corporate Governance Statement

Page 9

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
6.5	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	☐	☒ set out in our Corporate Governance Statement
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1	The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.	☐ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: Corporate Governance Plan (techgenmetals.com.au)…………………………………………… [insert location] and the information referred to in paragraphs (4) and (5) at: Corporate Governance Plan (techgenmetals.com.au)……………………………………………. [insert location] [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have a risk committee or committees that satisfy (a) and the processes we employ for overseeing our risk management framework at: Corporate Governance Plan (techgenmetals.com.au)…………………………………………… [insert location]	☒ set out in our Corporate Governance Statement
7.2	The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the board; and (b) disclose, in relation to each reporting period, whether such a review has taken place.	☐ and we have disclosed whether a review of the entity’s risk management framework was undertaken during the reporting period at: Corporate Governance Plan (techgenmetals.com.au)…………………………………………… [insert location]	☒ set out in our Corporate Governance Statement

Page 10

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
7.3	A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes.	☐ [If the entity complies with paragraph (a):] and we have disclosed how our internal audit function is structured and what role it performs at: Corporate Governance Plan (techgenmetals.com.au)……………………………………………. [insert location] [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have an internal audit function and the processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control processes at: Corporate Governance Plan (techgenmetals.com.au)……………………………………………. [insert location]	☒ set out in our Corporate Governance Statement
7.4	A listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does, how it manages or intends to manage those risks.	☐ and we have disclosed whether we have any material exposure to environmental and social risks at: Corporate Governance Plan (techgenmetals.com.au)……………………………………………. [insert location] and, if we do, how we manage or intend to manage those risks at: Corporate Governance Plan (techgenmetals.com.au)……………………………………………. [insert location]	☒ set out in our Corporate Governance Statement

Page 11

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons 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 are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.	☐ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: Corporate Governance Plan (techgenmetals.com.au)…………………………………………… [insert location] and the information referred to in paragraphs (4) and (5) at: Corporate Governance Plan (techgenmetals.com.au)……………………………………………. [insert location] [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have a remuneration committee and the processes we employ for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive: Corporate Governance Plan (techgenmetals.com.au)……………………………………………. [insert location]	☒ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
8.2	A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.	☐ and we have disclosed separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives at: Corporate Governance Plan (techgenmetals.com.au)…………………………………………. [insert location]	☒ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
8.3	A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.	☐ and we have disclosed our policy on this issue or a summary of it at: Corporate Governance Plan (techgenmetals.com.au)……………………………………………… [insert location]	☒ set out in our Corporate Governance Statement OR ☐ we do not have an equity-based remuneration scheme and this recommendation is therefore not applicableOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

Page 12

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1	A listed entity with a director who does not speak the language in which board or security holder meetings are held or key corporate documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the discussions at those meetings and understands and can discharge their obligations in relation to those documents.	☐ and we have disclosed information about the processes in place at: ……………………………………………………………………… [insert location]	☐ set out in our Corporate Governance Statement OR ☐ we do not have a director in this position and this recommendation is therefore not applicable OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
9.2	A listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time.	☐	☐ set out in our Corporate Governance Statement OR ☐ we are established in Australia and this recommendation is therefore not applicable OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
9.3	A listed entity established outside Australia, and an externally managed listed entity that has an AGM, should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.	☐	☐ set out in our Corporate Governance Statement OR ☐ we are established in Australia and not an externally managed listed entity and this recommendation is therefore not applicable ☐ we are an externally managed entity that does not hold an AGM and this recommendation is therefore not applicable
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-	Alternative to Recommendation 1.1 for externally managed listed entities: The responsible entity of an externally managed listed entity should disclose: (a) the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; and (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements.	☐ and we have disclosed the information referred to in paragraphs (a) and (b) at: …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance Statement

Page 13

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
-	Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities: An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager.	☐ and we have disclosed the terms governing our remuneration as manager of the entity at: …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance Statement

Page 14

ASX Listing Rules Appendix 4G (current at 17/7/2020)

TechGen Metals Limited – Corporate Governance Statement – September 2021

RECOMMENDATIONS (4[TH] EDITION)

COMPLY EXPLANATION

PRINCIPLE 1: LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

Recommendation 1.1

A listed entity should have and disclose a board charter setting out:

• (a) the respective roles and responsibilities of its board and management; and

• (b) those matters expressly reserved to the board and those delegated to management.

Yes The Company has adopted a Board Charter that establishes a clear distinction between the functions and responsibilities reserved for the Board and those delegated to management ( Charter ).

The Charter also provides an overview of the roles of the Chair, individual Directors, the Managing Director (MD) and the Company Secretary.

A copy of the Charter, which is part of the Company’s Corporate Governance Plan, is available on the Company’s website.

PRINCIPLE 1: LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT	PRINCIPLE 1: LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT	PRINCIPLE 1: LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
Recommendation 1.1 A listed entity should have and disclose a board charter setting out: (a)the respective roles and responsibilities of its board and management; and (b)those matters expressly reserved to the board and those delegated to management.	Yes	The Company has adopted a Board Charter that establishes a clear distinction between the functions and responsibilities reserved for the Board and those delegated to management (Charter). The Charter also provides an overview of the roles of the Chair, individual Directors, the Managing Director (MD) and the Company Secretary. A copy of the Charter, which is part of the Company’s Corporate Governance Plan, is available on the Company’s website.
Recommendation 1.2	Yes	(a) The Company carefully considers the character,
A listed entity should:		experience, education, and skillset, as well as interests
		and associations of potential candidates for
(a)undertake appropriate checks before
		appointment to the Board or as a senior executive and
appointing a director or senior		conducts checks to verify the suitability of the
executive, or putting someone forward		candidate.
for election as a director; and		The Company has guidelines for the appointment
(b)provide security holders with all material
		and selection of the Board in its Corporate
information relevant to a decision on		Governance Plan. The Company’s Nomination
whether to elect or re-elect a director.		Committee Charter (in the Company’s Corporate
		Governance Plan) requires the Nomination
		Committee to ensure appropriate checks (including
		checks in respect of character, experience,
		education, criminal record and bankruptcy history (as
		appropriate)) are undertaken before appointing a
		director or senior executive, or putting someone
		forward for election, as a Director.
		(b) Under the Nomination Committee Charter, all material
		information relevant to a decision on whether to elect
		or re-elect a Director, must be provided to security
		holders in the Notice of Meeting containing the
		resolution to elect or re-elect a Director.
Recommendation 1.3	Yes	The Company’s Nomination Committee Charter requires
A listed entity should have a written		the Nomination Committee to ensure that each Director and
		senior executive is a party to a written agreement with the
agreement with each director and senior
		Company which sets out the terms of that Director’s or
executive setting out the terms of their
		senior executive’s appointment.
appointment.
		The Company has written agreements with each of its
		Directors and senior executives.
Recommendation 1.4	Yes	The Board Charter outlines the roles, responsibility, and
The company secretary of a listed entity		accountability of the Company Secretary. In accordance
		with this, the Company Secretary is accountable directly to
should be accountable directly to the board,
		the Board, through the Chair, on all matters to do with the
through the chair, on all matters to do with
		proper functioning of the Board. Each Director is entitled to
the proper functioning of the board.
		access the advice and services of the Company Secretary.
		The appointment or removal of the Company Secretary is
		a matter for the Board as a whole.

TechGen Metals Limited – Corporate Governance Statement – September 2021

RECOMMENDATIONS COMPLY EXPLANATION (4[TH] EDITION)

Recommendation 1.5 A listed entity should:

• (a) have a diversity policy.

• (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally.

• (c) disclose in relation to each reporting period:

• (i) the measurable objectives set for that period to achieve gender diversity.

• (ii) the entity’s progress towards achieving those objectives; and

• (iii) either:

  • (A) the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or

  • (B) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act.

If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period.

• Partially

	(a)The Company is committed to diversity and	(a)The Company is committed to diversity and	(a)The Company is committed to diversity and	(a)The Company is committed to diversity and
		inclusiveness. To support this, the Board has adopted a Diversity Policy as a measure to ensure diversity is
		welcomed and valued at all levels of the Company.	A
		copy of this Policy is available on the Company’s website.
	(b)The Diversity Policy allows the Board to set
		measurable gender diversity objectives, if considered
		appropriate, and to continually monitor both the
		objectives, if any have been set, and the Company’s progress in achieving them.
	The Board continues to recognise the importance of proactively addressing gender equality and supports initiatives that recognise the benefits of flexible working arrangements and remuneration parity based on gender. (c)The Board does not presently intend to set measurable gender diversity objectives because given the small
		size of the Company workforce, the Board has
		determined that it is not currently practicable to establish
		measurable objectives in this area. At present, there	is
		one female board member. All other board members
		and executive staff are male.
	(d)The respective proportions of men and women on the Board, in senior executive positions and across the
		whole organisation (including how the entity has
		defined “senior executive” for these purposes) for each
		financial year will be disclosed in the Company’s
		Annual Report.
		29 Sep21 No of Women Total No and % Board 1outof 4 = 25% 4=100%
		Non-Exec 1outof 2=50% 2=100%
		The Company was not in the S&P / ASX 300 Index the commencement of the reporting period.	at

TechGen Metals Limited – Corporate Governance Statement – September 2021

RECOMMENDATIONS	COMPLY		EXPLANATION
(4TH EDITION)
Recommendation 1.6	Yes	(a)	The Company’s Nomination Committee (or, in its
A listed entity should:			absence, the Board) is responsible for evaluating the performance of the Board, its committees and
(a)have and disclose a process for			individual Directors on an annual basis. It may do so
periodically evaluating the performance			with the aid of an independent advisor. The process
of the board, its committees, and			for this is set out in the Company’s Corporate
individual directors; and			Governance Plan, which is available on the
(b)disclose for each reporting period,			Company’s website.
whether a performance evaluation has		(b)	The Company’s Corporate Governance Plan requires
been undertaken in accordance with that process during or in respect of that			the Company to disclose whether performance evaluations were conducted during the relevant
period.			reporting period. The Company intends to complete performance evaluations in respect of the Board, its
			committees (if any) and individual Directors for each
			financial year in accordance with the above process.

Recommendation 1.7

A listed entity should:

• (a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and

• (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.

Yes

• (a) The Company’s Nomination Committee is responsible for evaluating the performance of the Company’s senior executives on an annual basis. The Company’s Remuneration Committee is responsible for evaluating the remuneration of the Company’s senior executives on an annual basis.

• (b) The Company’s Corporate Governance Plan requires the Company to disclose whether or not performance evaluations were conducted during the relevant reporting period. The Company intends to complete performance evaluations in respect of the senior executives (if any) for each financial year in accordance with the above process.

PRINCIPLE 2: STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE

Recommendation 2.1

The board of a listed entity should:

• (a) have a nomination committee which:

• (i) has at least three members, a majority of whom are independent directors: and

• (ii) is chaired by an independent director,

• and disclose:

• (iii) the charter of the committee.

• No (a) Although the Company’s Nomination Committee Charter provides for the creation of a Nomination Committee, a separate Nomination Committee has not been formed. The Board considers that, based on the Company’s stage of development, no benefits or efficiencies are to be gained by delegating this function to a separate committee. The full Board carries out the duties of the Nomination Committee. If a vacancy exists, through whatever cause, the Board considers candidates with the appropriate expertise and experience. In so acting, the full Board follows the Nominations Committee Charter which is available on the Company’s website.

• (iv) the members of the committee; and

• (v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

TechGen Metals Limited – Corporate Governance Statement – September 2021

RECOMMENDATIONS	COMPLY	EXPLANATION
(4TH EDITION)
(b) if it does not have a nomination
committee, disclose that fact and the
processes it employs to address board
succession issues and to ensure that the
board has the appropriate balance of
skills, knowledge, experience,
independence and diversity to enable it
to discharge its duties and
responsibilities effectively.
Recommendation 2.2	Yes	Under the Nomination Committee Charter (in the
A listed entity should have and disclose a		Company’s Corporate Governance Plan), the Nomination
		Committee (or, in its absence, the Board) is required to
board skill matrix setting out the mix of skills
		prepare a Board skill matrix setting out the mix of skills and
the board currently has or is looking to
		diversity that the Board currently has (or is looking to
achieve in its membership.
		achieve) and to review this at least annually against the
		Company’s Board skills matrix to ensure the appropriate
		mix of skills and expertise is present to facilitate successful
		strategic direction, and deal with new and emerging
		business and governance issues.
		The Company has a Board skill matrix setting out the mix
		of skills and diversity that the Board currently has or is
		looking to achieve in its membership.
		The Board Charter requires the disclosure of each Board
		member’s qualifications and expertise. Full details as to
		each Director and senior executive’s relevant skills and
		experience are available in the Company’s Annual Report
		on the Company’s website.
		The Company’s objective is to have an appropriate mix of
		expertise and experience on the Board and its Committees
		in accordance with the Company’s Diversity Policy so that
		the Board can effectively discharge its corporate
		governance and oversight responsibilities. This mix is
		described below:
		• Strategy
		• Finance
		• Commercial acumen
		• Legal
		• Executive leadership
		• Industry experience
		• Corporate governance
		• Risk and compliance oversight
		The Board is comfortable with the diversity and skills matrix
		represented by the current Board.
Recommendation 2.3	Yes	(a)The Board considers the following Directors are
A listed entity should disclose:		independent: Ms Maja McGuire and Mr Rick Govender
		are independent directors
(a) the names of the directors considered by
		(b)The Company will disclose in its Annual Report any
the board to be independent directors;
		instances where this applies and an explanation of the

TechGen Metals Limited – Corporate Governance Statement – September 2021

RECOMMENDATIONS COMPLY EXPLANATION	RECOMMENDATIONS COMPLY EXPLANATION	RECOMMENDATIONS COMPLY EXPLANATION
(4TH EDITION)
(b)if a director has an interest, position,		Board’s opinion why the relevant Director is still
affiliation or relationship of the type		considered to be independent.
described in Box 2.3 of the ASX		As at 29 September 2021, the Board consisted of: Mrs
Corporate Governance Principles and		Maja McGuire Non-Executive Chair, Mr Rick Govender
Recommendation (4th Edition), but the		Non-Executive Director, Mr Ashley Hood Executive
board is of the opinion that it does not		Director and Mr Andrew Jones Executive Director. Mrs
compromise the independence of the		McGuire and Mr Govender are regarded as
director, the nature of the interest,		independent Non-Executive Directors. The Company
position or relationship in question and		has entered into a consultancy agreement with
an explanation of why the board is of that		Strategic Management Consultants, an entity
opinion; and		associated with Mr Rick Govender, for the provision of
(c)the length of service of each director		business management and CFO consultancy services
		to the Company. Despite this, the Board believes that
		Mr Govender is able, and does make, quality and
		independent judgments in the best interest of the
		Company on all relevant issues before the Board.
		(c) The Company’s Annual Report will disclose the length
		of service of each Director, as at the end of each
		financial year
Recommendation 2.4	No	The Board Charter outlines that where practical, at least
A majority of the board of a listed entity		50% of the Board should be independent.
		The majority of Directors are not independent. Ms Maja
should be independent directors.
		McGuire and Mr Rick Govender are independent directors.
		Both Mr Ashley Hood and Mr Andrew Jones are not
		considered independent, by virtue of being an executive of
		the Company.
Recommendation 2.5	Yes	The Board Charter provides that, where practical, the Chair
The chair of the board of a listed entity		of the Board should be an independent non-executive
		director and should not be the CEO/Managing Director.
should be an independent director and, in
		The Chair, Ms Maja McGuire, is an independent Non-
particular, should not be the same person as
the CEO of the entity.		Executive Director. The role of the Managing Director is
		performed by another director.
Recommendation 2.6	Yes	In accordance with the Company’s Board Charter, the
A listed entity should have a program for		Board is responsible for procuring appropriate professional
		development opportunities for Directors to develop and
inducting new directors and periodically
		maintain the skills and knowledge needed to perform their
reviewing whether there is a need for
		role as Directors efficiently. The Board, performing the
existing director to undertake professional
		duties under the Nomination Committee Charter, will
development to maintain the skills and
		regularly review whether the Directors as a whole have the
knowledge needed to perform their role as
		necessary skills and knowledge to fulfil their role on the
directors effectively.
		Board. If a gap is identified, training/development
		opportunities will be considered.
PRINCIPLE 3: INSTIL A CULTURE OF ACING LAWFULLY, ETHICALLY AND RESPONSIBLY
Recommendation 3.1	Yes	The Company is committed to conducting all of its business
A listed entity should articulate and disclose		activities in accordance with the stated values set out in the
		Company’s Code of Conduct (which forms part of the
its values.
		Company’s Corporate Governance Plan).

TechGen Metals Limited – Corporate Governance Statement – September 2021

Recommendation 3.2	Yes	The Company has adopted a Code of Conduct which
A listed entity should:		provides guidance to Directors, officers, employees and
		contractors on the standards of behaviour expected in the
(a)have and disclose a code of conduct for
		discharge of their duties on behalf of the Company. A copy
its directors, senior executives, and		of the Code of Conduct is available on the Company’s
employees.		website. Material breaches of this Code of Conduct must
(b)ensure that the board or a committee of		be reported to the Board or a committee of the Board.
the board is informed of any material

RECOMMENDATIONS COMPLY EXPLANATION	RECOMMENDATIONS COMPLY EXPLANATION	RECOMMENDATIONS COMPLY EXPLANATION
(4TH EDITION)
breaches of that code by a director or
senior executive; and
(c) any other material breaches of that code
that call into question the culture of the
organisation.
Recommendation 3.3	Yes	The Company has a Whistleblower Protection Policy to
A listed entity should:		encourage employees and stakeholders to report conduct
		that is inconsistent with the values upon which the
(a)have and disclose a whistleblower policy;
		Company operates. A copy is available on the Company’s
and		website.
(b)ensure that the board or a committee of		The Whistleblower Protection Policy provides that material
the board is informed of any material		incidences reported under the Whistleblower Policy will be
incidents reported under that policy.		reported to the Board or a committee of the Board.
Recommendation 3.4	Yes	The Company has an Anti-Bribery and Anti-Corruption
A listed entity should:		Policy to ensure that all of its business activities are
		conducted fairly, honesty with integrity and in compliance
(a)have and disclose an anti-bribery and
		with laws/regulations. The Anti-Bribery and Anti- Corruption
corruption policy; and		Policy provides that all material breaches of the Policy will
(b)ensure that the board or committee of the		be reported to the Board or a committee of the Board. A
board is informed of any material		copy is available on the Company’s website within the
breaches of that policy.		Corporate Governance Plan.
PRINCIPLE 4: SAFEGUARD INTEGRITY IN FINANCIAL REPORTING

TechGen Metals Limited – Corporate Governance Statement – September 2021

Recommendation 4.1

The board of a listed entity should:

• (a) have an audit committee which:

• (i) has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and

• (ii) is chaired by an independent director, who is not the chair of the board,

and disclose:

• (iii) the charter of the committee;

• (iv) the relevant qualifications and experience of the members of the committee; and

• (v) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

• (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the

Partially

The Company’s Corporate Governance Plan contains an Audit and Risk Committee Charter that provides for the creation of an Audit and Risk Committee, with at least three members, all of whom must be non-executive Directors and a majority of the members of the committee must be independent non-executive Directors and which must be chaired by an independent Director who is not the Chairman of the Board. The Audit and Risk Committee Charter provides that the Board will strive to adhere to the composition requirements for the committee where at all possible. However the Board acknowledges that the composition of the Board may not allow adherence to the composition requirements from time to time.

The Company has established an Audit and Risk Committee ( ARC ). The ARC assists the Board to monitor the Company’s financial reporting and auditing, as well as the management of risks. The ARC comprises of the following three members:

• Mr Rick Govender (Chair).

• Ms Maja McGuire; and

• Mr Ashley Hood.

Mr Ashley Hood is an executive director. Given the current composition of the Board, the requirement that all members of the committee be non-executive Directors cannot at this point in time be adhered to. However, the majority of the ARC are independent Directors.

RECOMMENDATIONS (4[TH] EDITION)

appointment and removal of the external auditor and the rotation of the audit engagement partner.

Recommendation 4.2

The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

COMPLY EXPLANATION

==> picture [64 x 115] intentionally omitted <==

The Company’s Annual Report will set out the relevant qualifications and experience of the members of the ARC and, in relation to each reporting period, the number of times the ARC met throughout the period and the individual attendances of the members at those meetings.

The ARC Charter sets out the Committee’s role and responsibilities, composition, structure and membership requirements and is available on the Company’s website within the Corporate Governance Plan.

The Audit and Risk Committee Charter provides that, before the Board approves the Company’s financial statements for a financial period, the Chief Executive Officer and Chief Financial Officer (or, if none, the person(s) fulfilling those functions) have declared that, in their opinion, the financial records of the Company have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the Company and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

Yes

The Company intends to obtain a sign off on these terms for each of its financial statements in each financial year.

TechGen Metals Limited – Corporate Governance Statement – September 2021

Recommendation 4.3	Yes	The Company provides quarterly reports (Appendix 4C)
A listed entity should disclose its process to		which includes the financial performance for the quarter as
		well as the Company’s progress on business activities.
verify the integrity of any periodic corporate
		These reports are reviewed by the Chairman, Chief
report it releases to the market that is not
		Executive Officer, Company Secretary and Chief Financial
audited or reviewed by an external auditor.
		Officer prior to release. In addition, individual components
		are also reviewed by management with responsibility for
		the specific component subject matter
PRINCIPLE 5: MAKE TIMELY AND BALANCED DISCLOSURE
Recommendation 5.1	Yes	The Company is committed to promoting investor
A listed entity should have and disclose a		confidence and ensuring that shareholders and the market
		have equal access to information and are provided with
written policy for complying with its
		timely and balanced disclosure of all material matters
continuous disclosure obligations under
		concerning the Company. The Company has developed a
listing rule 3.1.
		Continuous Disclosure Policy and Shareholder
		Communications Strategy which aims to ensure timely
		compliance with the Company’s obligations under the ASX
		Listing Rules to facilitate communication with shareholders.
		A copy of these polices are available on the Company’s
		website. The Company Secretary has been nominated as
		the person responsible for communications with the ASX.
		This role includes responsibility for ensuring compliance
		with continuous disclosure requirements of the ASX Listing
		Rules and overseeing and co-ordinating information
		disclosures.
Recommendation 5.2	Yes	In accordance with the Company’s Continuous Disclosure
A listed entity should ensure that its board		Policy, the Board receives copies of all material market
receives copies of all material market

RECOMMENDATIONS COMPLY EXPLANATION	RECOMMENDATIONS COMPLY EXPLANATION	RECOMMENDATIONS COMPLY EXPLANATION
(4TH EDITION)
announcements promptly after they have		announcements promptly after they have been made. The
been made.		Company Secretary is responsible for ensuring this.
Recommendation 5.3	Yes	The Company will ensure that copies of new and
A listed entity that gives a new and		substantive investor or analyst presentations (such as
		those typically given at AGMs, investor days and broker
substantive investor or analyst presentation
		conferences) are released on the ASX platform ahead of
should release a copy of the presentation
		the presentation in accordance with the Continuous
materials on the ASX Market
		Disclosure Policy and Shareholder Communications
Announcements Platform ahead of the
		Strategy.
presentation.
PRINCIPLE 6: RESPECT THE RIGHTS OF SECURITY HOLDERS
Recommendation 6.1	Yes	The Company provides all relevant information concerning
A listed entity should provide information		its activities and governance on its website. There is a
		dedicated corporate governance section found under the
about itself and its governance to investors
		‘About’ tab of the website home page. In addition, the
via its website.
		Company’s website maintains timely information with
		respect to the Company’s financial performance and posts
		links to all announcements to the ASX, notices of meetings,
		annual reports and financial statements. The website also
		includes a ’Contact Us’ feature for shareholders, and other
		interested parties, to contact the Company communications
		function for information on relevant activities.

TechGen Metals Limited – Corporate Governance Statement – September 2021

Recommendation 6.2	Yes	The Company has adopted a Shareholder
A listed entity should design and implement		Communications Strategy which outlines the range of
		media used to communicate with shareholders and the
an investor relations program to facilitate
		types of information provided.
effective two-way communication with
		Shareholders are invited to attend the Company’s annual
investors.
		general meeting and are given the opportunity to address
		questions to the Board and the Company’s external
		auditors.
		The Shareholder Communications Strategy, which is part
		of the Company’s Corporate Governance Plan, is available
		on the Company’s website.
Recommendation 6.3	Yes	Shareholders are encouraged to participate at all GMs and
A listed entity should disclose the policies		AGMs of the Company. Upon the despatch of any notice of
		meeting to shareholders, the Company Secretary shall send
and processes it has in place to facilitate and
		out material with that notice of meeting stating that all
encourage participation at meetings of
		shareholders are encouraged to participate at the meeting.
security holders.
		The Company will ensure that appropriate technology is
		used to facilitate the participation of shareholders at such
		meetings and that meetings will be held at a reasonable
		time and place. Shareholders who are unable to attend
		meetings may ask questions or provide comments ahead
		of meetings.
Recommendation 6.4	Yes	All resolutions (including substantive resolutions) at
A listed entity should ensure that all		shareholder meetings will be decided by a poll rather than
		a show of hands.
substantive resolutions at a meeting of
security holders are decided by a poll rather
than by a show of hands.

RECOMMENDATIONS COMPLY EXPLANATION	RECOMMENDATIONS COMPLY EXPLANATION	RECOMMENDATIONS COMPLY EXPLANATION
(4TH EDITION)
Recommendation 6.5	Yes	The Company provides investors the option to receive
A listed entity should give security holders		communications from and send communications to, the
		Company and the share registry electronically.
the option to receive communications from,
and send communications to, the entity and
its security registry electronically.
PRINCIPLE 7: RECOGNISE AND MANAGE RISK

TechGen Metals Limited – Corporate Governance Statement – September 2021

Recommendation 7.1

The board of a listed entity should:

• (a) have a committee or committees to oversee risk, each of which:

• (i) has at least three members, a majority of whom are independent directors; and

• (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 number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

• (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the process it employs for overseeing the entity’s risk management framework.

Yes

The Company’s Corporate Governance Plan contains an Audit and Risk Committee Charter that provides for the creation of an Audit and Risk Committee, with at least three members, all of whom must be non-executive Directors and a majority of the members of the committee must be independent non-executive Directors and which must be chaired by an independent Director who is not the Chairman of the Board. The Audit and Risk Committee Charter provides that the Board will strive to adhere to the composition requirements for the committee where at all possible. However the Board acknowledges that the composition of the Board may not allow adherence to the composition requirements from time to time.

The Company has established an Audit and Risk Committee ( ARC ). The ARC assists the Board to oversee the process for identifying and managing material risks in the Company in accordance with the Company’s Risk Management Policy. The ARC comprises of the following three members.

• Mr Rick Govender (Chair);

• Ms Maja McGuire; and

• Mr Ashley Hood.

Mr Ashley Hood is an executive director. Given the current composition of the Board, the Audit and Risk Committee Charter requirement that all members of the committee be non-executive Directors cannot at this point in time be adhered to. However, the majority of the ARC are independent Directors.

The Company’s Annual Report will set out the relevant qualifications and experience of the members of the ARC and, in relation to each reporting period, the number of times the ARC met throughout the period and the individual attendances of the members at those meetings.

The Risk Management Policy, which is part of the Company’s Corporate Governance Plan, is available on the Company’s website.

Recommendation 7.2

The board or a committee of the board should:

• Yes (a) The Audit and Risk Committee Charter requires that the Audit and Risk Committee annually review the risk management practices of the Company to satisfy itself

RECOMMENDATIONS (4[TH] EDITION)

• (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the board; and

• (b) disclose in relation to each reporting period, whether such a review has taken place.

COMPLY

==> picture [64 x 114] intentionally omitted <==

EXPLANATION that it continues to be sound and that the Company manages risk within the Board approved risk appetite.

• (b) The Company’s Risk Management Policy requires the Company to disclose at least annually whether such a review of the company’s risk management framework has taken place.

TechGen Metals Limited – Corporate Governance Statement – September 2021

Recommendation 7.3	Yes	While the Company does not have a formal internal audit
A listed entity should disclose:		function, it employs processes for evaluating and
		continually improving the effectiveness of its risk
(a)if it has an internal audit function, how
		management and internal control processes. The external
the function is structured and what role it		audit function will be performed by PKF Brisbane Audit.
performs; or
(b)if it does not have an internal audit
function, that fact and the processes it
employs for evaluating and continually
improving the effectiveness of its
governance, risk management and
internal control processes.
Recommendation 7.4	Yes	The Company’s Risk Management Policy requires the
A listed entity should disclose whether it has		Audit and Risk Committee to assist management in
		determining whether the Company has any material
any material exposure to environmental or
		exposure to economic, environmental and social
social risks and, if it does, how it manages or
		sustainability risks and, if it does, how it manages or intends
intends to manage those risks.
		to manage those risks.
PRINCIPLE 8: REMUNERATE FAIRLY AND RESPONSIBLY
Recommendation 8.1	Yes	The Company’s Corporate Governance Plan contains a
The board of a listed entity should:		Remuneration Charter that provides for the creation of a
		Remuneration Committee (if it is considered it will benefit
(a)have a remuneration committee which:
		the Company), with at least three members, a majority of
(i) has at least three members, a		whom must be independent Directors, and which must be
majority of whom are independent		chaired by an independent Director.
directors; and		The Remuneration Committee comprises of the following
(ii) is chaired by an independent		three members, a majority of whom are independent Non-
director,		Executive Directors:
and disclose:		•Ms Maja McGuire (Chair)
(iii) the charter of the committee;		•Mr Rick Govender
(iv) the members of the committee;		•Mr Andrew Jones
and		The Company’s Annual Report will set out the relevant
(v) as at the end of each reporting		qualifications and experience of the members of the
period, the number of times the		Remuneration Committee and, in relation to each reporting
committee met throughout the		period, the number of times the Remuneration Committee
period and the individual		met throughout the period and the individual attendances
attendances of the members at		of the members at those meetings.
those meetings; or		The purpose of the Remuneration Committee is to review
(b)if it does not have a remuneration		and make recommendations to the Board in relation to the
committee, disclose that fact and the		overall remuneration policy for the Company. The full role
processes it employs for settingthe		and responsibilities of the Remuneration Committee are

RECOMMENDATIONS	COMPLY	EXPLANATION
(4TH EDITION)
level and composition of remuneration		contained in the Remuneration Committee Charter, which
for directors and senior executives and		is available on the Company’s website.
ensuring that such remuneration is
appropriate and not excessive.

TechGen Metals Limited – Corporate Governance Statement – September 2021

Recommendation 8.2	Yes	The Company’s Remuneration Committee Charter requires
A listed entity should separately disclose its		the Remuneration Committee to set policies and practices
		regarding the remuneration of Directors and senior
policies and practices regarding the
		executives, which is disclosed in the Annual Report.
remuneration of non-executive directors
and the remuneration of executive directors
and other senior executives.
Recommendation 8.3	Yes	The Company has an equity-based remuneration scheme.
A listed entity which has an equity-based		The Remuneration Committee Charter requires the
		Remuneration Committee to review, manage and disclose
remuneration scheme should:
		the policy (if any) under which participants to an executive
(a)have a policy on whether participants are
		incentive plan may be permitted (at the discretion of the
permitted to enter into transactions		Company) to enter into transactions (whether through the
(whether through the use of derivatives		use of derivatives or otherwise) which limit the economic
or otherwise) which limit the economic		risk of participating in the executive incentive plan.
risk of participating in the scheme; and		The Company’s Trading Policy prohibits Directors and key
(b)disclose that policy or a summary of it.
		management personnel from engaging in short-term
		trading of the Company’s securities (except for the exercise
		of options where the shares will be sold shortly thereafter).
		A copy of the Trading Policy is available on the Company’s
		website.
ADDITIONAL RECOMMENDATIONS THAT	APPLY ONLY IN CERTAIN CASES
Recommendation 9.1	N/A	As set out in the Company’s Board Charter (which forms
A listed entity with a director who does not		part of the Corporate Governance Plan), in the event that a
		director does not speak the language in which key
speak the language in which board or
		corporate documents are written or Board or shareholder
security holder meetings are held or key
		meetings are held, the Company will ensure that such
corporate documents are written should
		documents are translated into the Director’s native
disclose the processes it has in place to
		language, and a translator is present at all Board and
ensure the director understands and can
		shareholder meetings.
contribute to the discussions at those
meetings and understands and can
discharge their obligations in relation to
those documents.
Recommendation 9.2	N/A	All Shareholder meetings will be held at a reasonable place
A listed entity established outside Australia		and time for shareholders.
should ensure that meetings of security
holders are held at a reasonable place and
time.
Recommendation 9.3	N/A	The Company’s Auditor will attend the Company’s Annual
A listed entity established outside Australia,		General Meeting and will be available to answer questions
		from shareholders in respect of the Company’s audit.
and an externally managed listed entity that
has an AGM, should ensure that its external
auditor attends its AGM and is available to
answer questions from security holders
relevant to the audit.

RECOMMENDATIONS	COMPLY	EXPLANATION
(4TH EDITION)
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES

TechGen Metals Limited – Corporate Governance Statement – September 2021

Alternative to Recommendation 1.1 for N/A This Recommendation does not apply to the Company. externally managed listed entities: The responsible entity of an externally managed listed entity should disclose:

• (a) the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; and

• (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements.

Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities:

N/A This Recommendation does not apply to the Company.

An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager.