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TIMAH RESOURCES LIMITED Governance Information 2020

Feb 26, 2020

65931_rns_2020-02-26_00d63ff1-871d-4ca4-9922-ba88b90eeede.pdf

Governance Information

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Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

TIMAH RESOURCES LIMITED

ABN/ARBN Financial year ended: ABN 69 123 981 537 31 DECEMBER 2019

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

These pages of our ☐ annual report: Page 18 - 30 This URL on our ☐ www.timahresources.com.au website:

The Corporate Governance Statement is accurate and up to date as at 28 August 2019 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.[3]

Date: 26 February 2020 Andrew Wallis Name of authorised officer Company Secretary authorising lodgement: Phone: +61 (2) 9267 4633

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

Page 1

Rules 4.7.3 and 4.10.3

ASX Listing Rules Appendix 4G

Page 2

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 full for the whole of 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.
☐in our Corporate Governance Statement (refer to TML’s Annual
Report 2019, under the headings: Roles and responsibilities)
Refer also to the TML Board Charter and Committee Charters
available at: www.timahresources.com.au
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.
☐in our Corporate Governance Statement (refer to TML’s Annual
Report 2019, under the headings: Background Checks on New
Appointment, Director Retirement and Re-election)
1.3 A listed entity should have a written agreement with each director
and senior executive setting out the terms of their appointment.
☐in our Corporate Governance Statement (refer to TML’s Annual
Report 2019, under the headings: Written Agreement with
Directors)
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.
☐in our Corporate Governance Statement (refer to TML’s Annual
Report 2019, under the headings: Company Secretary)

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 3

ASX Listing Rules Appendix 4G

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 full for the whole of 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.
☐in our Corporate Governance Statement (refer to TML’s Annual
Report 2019, under the headings: Diversity and Inclusion Policy)
Refer also to the TML Diversity Policy available at:
www.timahresources.com.au
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.
☐in our Corporate Governance Statement (refer to TML’s Annual
Report 2019, under the headings: Reviews and Evaluations)

Page 4

ASX Listing Rules Appendix 4G

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 full for the whole of 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
1.7 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.
☐in our Corporate Governance Statement (refer to TML’s Annual
Report 2019, under the headings: Reviews and Evaluations)

Page 5

ASX Listing Rules Appendix 4G

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 full for the whole of 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.
☐in our Corporate Governance Statement (refer to TML’s Annual
Report 2019, under the headings: Remuneration and
Nomination Committee)
☐and the information referred to in paragraphs (4) and (5) in our
Corporate Governance Statement (refer to TML’s Annual
Report 2019, under the headings: Remuneration and
Nomination Committee) and our Directors’ Report (refer to
TML’s Annual Report 2019, under the headings: Meetings of
Directors)
Refer also to the TML Remuneration and Nomination Committee
Charter available at:www.timahresources.com.au
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.
☐in our Corporate Governance Statement (refer to TML’s Annual
Report 2019, under the headings: Board Skills Matrix)
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 and the information
referred in paragraph (b): in our Corporate Governance
Statement (refer to TML’s Annual Report 2019, under the
headings: Independence of Directors)
☐and the length of service of each director: in our Directors’ Report
(refer to TML’s Annual Report 2019, under the headings:
Profiles of the Board of Directors)

Page 6

ASX Listing Rules Appendix 4G

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 full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked,4we have followed the
recommendation in full for the whole of 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
2.4 A majority of the board of a listed entity should be independent
directors.
☐in our Corporate Governance Statement (refer to TML’s Annual
Report 2019, under the headings: Independence of Directors)
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.
☐in our Corporate Governance Statement (refer to TML’s Annual
Report 2019, under the headings: The Role of the Chairman)
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.
☐in our Corporate Governance Statement (refer to TML’s Annual
Report 2019, under the headings: Directors’ Development and
Induction)
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1 A listed entity should articulate and disclose its values. ☐in our Corporate Governance Statement (refer to TML’s Annual
Report 2019, under the headings: Core Values)
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 by a
director or senior executive; and
(2)
any other material breaches of that code that call into
question the culture of the organisation.
☐in our Corporate Governance Statement (refer to TML’s Annual
Report 2019, under the headings: Code of Conduct)
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 is
informed of any material incidents reported under that
policy.
☐in our Corporate Governance Statement (refer to TML’s Annual
Report 2019, under the headings: Whistleblower Policy)
Refer also to the TML Whistleblower Policy available at:
www.timahresources.com.au

Page 7

ASX Listing Rules Appendix 4G

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 full for the whole of 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
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.
☐in our Corporate Governance Statement (refer to TML’s Annual
Report 2019, under the headings: Anti-bribery and Corruption
Policy)
Refer also to the TML Anti-bribery and Corruption Policy available at:
www.timahresources.com.au

Page 8

ASX Listing Rules Appendix 4G

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 full for the whole of 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.
☐in our Corporate Governance Statement (refer to TML’s Annual
Report 2019, under the headings: Audit and Risk Committee)
☐and the information referred to in paragraphs (4) and (5) in our
Corporate Governance Statement (refer to TML’s Annual
Report 2019, under the headings: Audit and Risk Committee)
and our Directors’ Report (refer to TML’s Annual Report 2019,
under the headings: Meetings of Directors)
Refer also to the TML Audit and Risk Committee Charter available
at: www.timahresources.com.au
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.
☐in our Corporate Governance Statement (refer to TML’s Annual
Report 2019, under the headings: Assurance from CEO and
CFO)
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.
☐in our Corporate Governance Statement (refer to TML’s Annual
Report 2019, under the headings: External Auditor)

Page 9

ASX Listing Rules Appendix 4G

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 full for the whole of 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.
☐in our Corporate Governance Statement (refer to TML’s Annual
Report 2019, under the headings: Make Timely and Balanced
Disclosure)
Refer also to the TML Continuous Disclosure Policy available at:
www.timahresources.com.au
5.2 A listed entity should ensure that its board receives copies of all
material market announcements promptly after they have been
made.
☐in our Corporate Governance Statement (refer to TML’s Annual
Report 2019, under the headings: Make Timely and Balanced
Disclosure)
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.
☐in our Corporate Governance Statement (refer to TML’s Annual
Report 2019, under the headings: Make Timely and Balanced
Disclosure)
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.
☐in our Corporate Governance Statement (refer to TML’s Annual
Report 2019, under the headings: Company’s Website)
The information available at:www.timahresources.com.au
6.2 A listed entity should have an investor relations program that
facilitates effective two-way communication with investors.
☐in our Corporate Governance Statement (refer to TML’s Annual
Report 2019, under the headings: Shareholder
Communication Policy)
6.3 A listed entity should disclose how it facilitates and encourages
participation at meetings of security holders.
☐in our Corporate Governance Statement (refer to TML’s Annual
Report 2019, under the headings: Shareholder
Communication Policy)
The Shareholder Communication Policy available at:
www.timahresources.com.au

Page 10

ASX Listing Rules Appendix 4G

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 full for the whole of 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
6.4 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.
☐in our Corporate Governance Statement (refer to TML’s Annual
Report 2019, under the headings: Annual General Meeting)
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.
☐in our Corporate Governance Statement (refer to TML’s Annual
Report 2019, under the headings: Shareholder
Communication Policy)
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.
☐in our Corporate Governance Statement (refer to TML’s Annual
Report 2019, under the headings: Audit and Risk Committee)
☐and the information referred to in paragraphs (4) and (5) in our
Corporate Governance Statement (refer to TML’s Annual
Report 2019, under the headings: Audit and Risk Committee)
and our Directors’ Report (refer to TML’s Annual Report 2019,
under the headings: Meetings of Directors)
Refer also to the TML Audit and Risk Committee Charter available
at: www.timahresources.com.au
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: in our Corporate Governance Statement (refer to
TML’s Annual Report 2019, under the headings: Risk
Management Framework and Internal Control)

Page 11

ASX Listing Rules Appendix 4G

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 full for the whole of 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.
☐and we have disclosed how our internal audit function is
structured and what role it performs: in our Corporate
Governance Statement
☐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 : in our Corporate
Governance Statement (refer to TML’s Annual Report 2019,
under the headings: Internal Audit)
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 the review of the entity’s risk management
framework was undertaken during the reporting period: in our
Corporate Governance Statement (refer to TML’s Annual
Report 2019, under the headings: Risk Management
Framework and Internal Control)
☐and there is no material exposure to environmental and social
risks

Page 12

ASX Listing Rules Appendix 4G

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 full for the whole of 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.
☐in our Corporate Governance Statement (refer to TML’s Annual
Report 2019, under the headings: Remuneration and
Nomination Committee)
☐and the information referred to in paragraphs (4) and (5) in our
Corporate Governance Statement (refer to TML’s Annual
Report 2019, under the headings: Remuneration and
Nomination Committee) and our Directors’ Report (refer to
TML’s Annual Report 2019, under the headings: Meetings of
Directors)
Refer also to the TML Remuneration and Nomination Committee
Charter available at:www.timahresources.com.au
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.
☐in our Corporate Governance Statement (refer to TML’s Annual
Report 2019, under the headings: Remuneration Report), and
Directors’ Report, (refer to TML’s Annual Report 2019, under
the headings: Remuneration Report)
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.

we do not have an equity-based remuneration scheme and
this recommendation is therefore not applicable

Page 13

ASX Listing Rules Appendix 4G

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 full for the whole of 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.

we do not have a director in this position and this
recommendation is therefore not applicableOR
9.2 A listed entity established outside Australia should ensure that
meetings of security holders are held at a reasonable place and
time.
☐in our Corporate Governance Statement (refer to TML’s Annual
Report 2019, under the headings: Annual General Meeting)
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.
☐in our Corporate Governance Statement (refer to TML’s Annual
Report 2019, under the headings: Annual General Meeting)
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.
Not applicable Not applicable
- 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.
Not applicable Not applicable

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ASX Listing Rules Appendix 4G