TIMAH RESOURCES LIMITED - Governance Information 2021

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 ABN 69 123 981 537	Financial year ended:
ABN 69 123 981 537	31 DECEMBER 2020

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

These pages of our  Page 17 - 29 annual report: This URL on our  www.timahresources.com.au website:

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22 Feb 2021
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The Corporate Governance Statement is accurate and up to date as at approved by the board. ___ and has been

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

22 Feb 2021

Date: ____ 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

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Rules 4.7.3 and 4.10.3

ASX Listing Rules Appendix 4G

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

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

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Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: 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  in our Corporate Governance Statement (refer to TML’s Annual
out: Report 2020, under the headings: Roles and responsibilities)
(a) the respective roles and responsibilities of its board and
management; and Refer also to the TML Board Charter and Committee Charters
(b) those matters expressly reserved to the board and those available at: www.timahresources.com.au
delegated to management.
1.2 A listed entity should:  in our Corporate Governance Statement (refer to TML’s Annual
(a) undertake appropriate checks before appointing a director or Report 2020, under the headings: Background Checks on New
senior executive or putting someone forward for election as Appointment, Director Retirement and Re-election)
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.
1.3 A listed entity should have a written agreement with each director  in our Corporate Governance Statement (refer to TML’s Annual
and senior executive setting out the terms of their appointment.
Report 2020, under the headings: Written Agreement with
Directors)
1.4 The company secretary of a listed entity should be accountable  in our Corporate Governance Statement (refer to TML’s Annual
directly to the board, through the chair, on all matters to do with
Report 2020, under the headings: Company Secretary)
the proper functioning of the board.
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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.

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ASX Listing Rules Appendix 4G

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

Corporate Governance Council recommendation	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	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 2020, 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 2020, under the headings: Reviews and Evaluations)

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ASX Listing Rules Appendix 4G

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

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ASX Listing Rules Appendix 4G

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

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	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	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 2020, 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 2020, under the headings: Remuneration and Nomination Committee) and our Directors’ Report (refer to TML’s Annual Report 2020, 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 2020, 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 2020, under the headings: Independence of Directors)  and the length of service of each director: in our Directors’ Report (refer to TML’s Annual Report 2020, under the headings: Profiles of the Board of Directors)

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ASX Listing Rules Appendix 4G

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

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Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
2.4 A majority of the board of a listed entity should be independent  in our Corporate Governance Statement (refer to TML’s Annual
directors.
Report 2020, under the headings: Independence of Directors)
2.5 The chair of the board of a listed entity should be an  in our Corporate Governance Statement (refer to TML’s Annual
independent director and, in particular, should not be the same Report 2020, under the headings: The Role of the Chairman)
person as the CEO of the entity.
2.6 A listed entity should have a program for inducting new  in our Corporate Governance Statement (refer to TML’s Annual
directors and for periodically reviewing whether there is a need Report 2020, under the headings: Directors’ Development and
for existing directors to undertake professional development to Induction)
maintain the skills and knowledge needed to perform their role
as directors effectively.
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 2020, under the headings: Core Values)
3.2 A listed entity should:  in our Corporate Governance Statement (refer to TML’s Annual
(a) have and disclose a code of conduct for its directors, Report 2020, under the headings: Code of Conduct)
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.
3.3 A listed entity should:  in our Corporate Governance Statement (refer to TML’s Annual
(a) have and disclose a whistleblower policy; and Report 2020, under the headings: Whistleblower Policy)
(b) ensure that the board or a committee of the board is
informed of any material incidents reported under that Refer also to the TML Whistleblower Policy available at:
policy. www.timahresources.com.au
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ASX Listing Rules Appendix 4G

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

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ASX Listing Rules Appendix 4G

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

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Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1 The board of a listed entity should:  in our Corporate Governance Statement (refer to TML’s Annual
(a) have an audit committee which: Report 2020, under the headings: Audit and Risk Committee)
(1) has at least three members, all of whom are non-
executive directors and a majority of whom are  and the information referred to in paragraphs (4) and (5) in our
independent directors; and Corporate Governance Statement (refer to TML’s Annual
Report 2020, under the headings: Audit and Risk Committee)
(2) is chaired by an independent director, who is not
and our Directors’ Report (refer to TML’s Annual Report 2020,
the chair of the board,
under the headings: Meetings of Directors)
and disclose:
(3) the charter of the committee;
Refer also to the TML Audit and Risk Committee Charter available
(4) the relevant qualifications and experience of the
at: www.timahresources.com.au
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.
4.2 The board of a listed entity should, before it approves the  in our Corporate Governance Statement (refer to TML’s Annual
entity’s financial statements for a financial period, receive from
Report 2020, under the headings: Assurance from CEO and
its CEO and CFO a declaration that, in their opinion, the
CFO)
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.
4.3 A listed entity should disclose its process to verify the integrity  in our Corporate Governance Statement (refer to TML’s Annual
of any periodic corporate report it releases to the market that is
Report 2020, under the headings: External Auditor)
not audited or reviewed by an external auditor.
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ASX Listing Rules Appendix 4G

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

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Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: 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  in our Corporate Governance Statement (refer to TML’s Annual
complying with its continuous disclosure obligations under Report 2020, under the headings: Make Timely and Balanced
listing rule 3.1. 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  in our Corporate Governance Statement (refer to TML’s Annual
material market announcements promptly after they have been Report 2020, under the headings: Make Timely and Balanced
made. Disclosure)
5.3 A listed entity that gives a new and substantive investor or  in our Corporate Governance Statement (refer to TML’s Annual
analyst presentation should release a copy of the presentation Report 2020, under the headings: Make Timely and Balanced
materials on the ASX Market Announcements Platform ahead Disclosure)
of the presentation.
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about itself and its  in our Corporate Governance Statement (refer to TML’s Annual
governance to investors via its website. Report 2020, 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  in our Corporate Governance Statement (refer to TML’s Annual
facilitates effective two-way communication with investors. Report 2020, under the headings: Shareholder
Communication Policy)
6.3 A listed entity should disclose how it facilitates and encourages  in our Corporate Governance Statement (refer to TML’s Annual
participation at meetings of security holders. Report 2020, under the headings: Shareholder
Communication Policy)
The Shareholder Communication Policy available at:
www.timahresources.com.au
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ASX Listing Rules Appendix 4G

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

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Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
6.4 A listed entity should ensure that all substantive resolutions at a  in our Corporate Governance Statement (refer to TML’s Annual
meeting of security holders are decided by a poll rather than by Report 2020, under the headings: Annual General Meeting)
a show of hands.
6.5 A listed entity should give security holders the option to receive  in our Corporate Governance Statement (refer to TML’s Annual
communications from, and send communications to, the entity Report 2020, under the headings: Shareholder
and its security registry electronically. Communication Policy)
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1 The board of a listed entity should:  in our Corporate Governance Statement (refer to TML’s Annual
(a) have a committee or committees to oversee risk, each of Report 2020, under the headings: Audit and Risk Committee)
which:
(1) has at least three members, a majority of whom are  and the information referred to in paragraphs (4) and (5) in our
independent directors; and Corporate Governance Statement (refer to TML’s Annual
Report 2020, under the headings: Audit and Risk Committee)
(2) is chaired by an independent director,
and our Directors’ Report (refer to TML’s Annual Report 2020,
and disclose: under the headings: Meetings of Directors)
(3) the charter of the committee;
(4) the members of the committee; and
Refer also to the TML Audit and Risk Committee Charter available
(5) as at the end of each reporting period, the number at: www.timahresources.com.au
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.
7.2 The board or a committee of the board should:  and we have disclosed whether a review of the entity’s risk
(a) review the entity’s risk management framework at least management framework was undertaken during the reporting
annually to satisfy itself that it continues to be sound and period: in our Corporate Governance Statement (refer to
that the entity is operating with due regard to the risk TML’s Annual Report 2020, under the headings: Risk
appetite set by the board; and Management Framework and Internal Control)
(b) disclose, in relation to each reporting period, whether
such a review has taken place.
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ASX Listing Rules Appendix 4G

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

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ASX Listing Rules Appendix 4G

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

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Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1 The board of a listed entity should:  in our Corporate Governance Statement (refer to TML’s Annual
(a) have a remuneration committee which: Report 2020, under the headings: Remuneration and
(1) has at least three members, a majority of whom are Nomination Committee)
independent directors; and
 and the information referred to in paragraphs (4) and (5) in our
(2) is chaired by an independent director,
Corporate Governance Statement (refer to TML’s Annual
and disclose: Report 2020, under the headings: Remuneration and
(3) the charter of the committee; Nomination Committee) and our Directors’ Report (refer to
(4) the members of the committee; and TML’s Annual Report 2020, under the headings: Meetings of
Directors)
(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
Refer also to the TML Remuneration and Nomination Committee
those meetings; or Charter available at: www.timahresources.com.au
(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.
8.2 A listed entity should separately disclose its policies and  in our Corporate Governance Statement (refer to TML’s Annual
practices regarding the remuneration of non-executive directors Report 2020, under the headings: Remuneration Report), and
and the remuneration of executive directors and other senior Directors’ Report, (refer to TML’s Annual Report 2020, under
executives. the headings: Remuneration Report)
8.3 A listed entity which has an equity-based remuneration scheme  we do not have an equity-based remuneration scheme and
should: this recommendation is therefore not applicable
(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.
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ASX Listing Rules Appendix 4G

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

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Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: 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  we do not have a director in this position and this
in which board or security holder meetings are held or key recommendation is therefore not applicable OR
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.
9.2 A listed entity established outside Australia should ensure that  in our Corporate Governance Statement (refer to TML’s Annual
meetings of security holders are held at a reasonable place and Report 2020, under the headings: Annual General Meeting)
time.
9.3 A listed entity established outside Australia, and an externally  in our Corporate Governance Statement (refer to TML’s Annual
managed listed entity that has an AGM, should ensure that its Report 2020, under the headings: Annual General Meeting)
external auditor attends its AGM and is available to answer
questions from security holders relevant to the audit.
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
- Alternative to Recommendation 1.1 for externally managed Not applicable Not applicable
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 Not applicable Not applicable
managed listed entities:
An externally managed listed entity should clearly disclose the
terms governing the remuneration of the manager.
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ASX Listing Rules Appendix 4G

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Corporate Governance Statement

The Board of Directors is responsible for the corporate governance of TML, including its strategic development.

The ASX Corporate Governance Council outlines 8 core principles of good corporate governance and provides recommendations for the implementation of the respective principles. Whilst it is not mandatory to adopt the Council’s recommendations, the Listing Rules of ASX stipulates that a listed entity is required to provide a statement disclosing the extent to which it has adopted the recommendations in the Reporting Period and, if it has not adopted any of the recommendations, to explain why.

This Corporate Governance Statement cogently sets out TML’s current compliance, as at the date of 22 February 2021, with the ASX Corporate Governance Council’s 4[th] edition Corporate Governance Principles and recommendations ( Recommendations ).

This Statement has been approved by the Board of Directors on 22 February 2021.

TML’s corporate governance principles and policies is structured as follows:

Principle 1: Lay solid foundations for management and oversight

Roles and responsibilities

The Board is responsible for safeguarding TML’s interests and fostering sustainable value creation whilst taking into account the reasonable interests of shareholders, employees, customers, and the communities in which TML operates. This also applies to other relevant stakeholders.

The Board embodies TML’s vision of becoming a leading renewable energy producer in Malaysia, and adopts high standards of occupational health and safety, environmental management and ethics.

The Board meets regularly to review TML’s performance and strives to ensure that it is making satisfactory progress in line with its vision. Its roles and responsibilities are detailed in the Constitution as well as the Board Charter.

To assist the Board in carrying out its responsibilities, the following standing Committees of its members have been established:

Audit and Risk Management Committee;
• Remuneration and Nomination Committee;

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Corporate Governance Statement (continued)

Each Committee has its own Charter that describes the roles and responsibilities delegated to the Committee by the Board. Charters for the Board and its Committees are reviewed by the Board annually and were last reviewed on 22 February 2021.

The Board delegates the responsibility of implementing the strategic direction and managing the dayto-day operations of TML to the directors.

Background Checks on New Appointment

When the Board agrees to appoint a new director, appropriate checks on their background and details of any conflicting interest that may influence his or her capacity to bring about independent judgment on the Board is carried out, using the services of external consultants and/or any known information available, if considered necessary.

The Remuneration and Nomination Committee is responsible for deliberating upon and making recommendations to the Board about the process for nomination and selection of directors for the Board, the Board committees and the performance of the directors.

Under TML's Remuneration and Nomination Charter:

The Remuneration and Nomination Committee must ensure that a candidate for directorship has the appropriate range of skills, experience and expertise that will best complement Board effectiveness and TML’s business;
The Remuneration and Nomination Committee must ensure appropriate checks are undertaken prior to the appointment of any new director; and
In the case of a candidate standing for election or re-election as a director, the candidate must disclose details of any interest, position, association or relationship that might influence, or reasonably be perceived to influence his or her capacity to independently consider issues before the Board, and their ability to act in the best interests of TML and its security holders.

When a candidate’s nomination for election is being put forward for approval by security-holders at an Annual General Meeting (AGM), all material information in TML’s possession that the Board considers relevant to the candidate’s election as a Director will be provided to the security-holders in the relevant Notice of meeting.

An announcement is then made on the stock exchange upon formal appointment by the Board.

Written Agreement for Directors

TML has established a written agreement with its controlling shareholder, Cash Nexus (M) Sdn Bhd for the services and responsibilities of all the executive directors. The Executive Directors are bound by the terms of their agreements with Cash Nexus (M) Sdn Bhd.

TML does not consider that the Non-Executive Directors require written agreements with it at this stage.

Each Principal Director has signed a deed of access and indemnity with TML.

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Corporate Governance Statement (continued)

Director Retirement and Re-election

Directors are retired in accordance with the provisions of the Constitution and are eligible for election. Retiring Directors are not automatically re-appointed.

Jack Tian Hock Tan and Mr. Soong Swee Koon will retire by rotation at the coming Annual General Meeting. They are standing for re-election at the coming Annual General Meeting and are unanimously supported by the directors.

Company Secretary

The company secretary is accountable to the Board, through the Executive Chairman, on matters related to the functioning of the Board, including advising the Board and its Committees on governance matters, monitoring that Board policies and procedures are followed, coordinating the timely dispatch of Board papers, drafting minutes of meetings and similar matters. The decision to remove or appoint the Company Secretary requires the Board’s approval or ratification.

Diversity and Inclusion Policy

TML recognises the unique qualities that the different individuals bring to the organisation, which has resulted in these individuals working together cohesively in the furtherance of TML’s objectives. TML has adopted a diversity and inclusion policy.

Essentially, this policy is in place to ensure employees receive fair and equal treatment in all aspects of their work. Discrimination, bullying, harassment and victimisation is unacceptable and will not be tolerated. This policy is available on TML’s website.

The Board has established the following measurable objectives for advancing gender diversity:

The number of women employed at TML as a proportion of the total workforce; and
The number of female directors as a proportion of the total director.

The following table provides an overview of TML’s gender diversity objective for financial period 2020:

Percentage of Directors who are women	25%
Percentage ofSenior Executive who are women	-
Percentage of workforce who are women	25%

Reviews and Evaluations

Under the Board Charter, it is a requirement for the performance of the Board and for individual directors to be assessed each year. TML has a formal process for evaluating the effectiveness, process and structure of the Board, its committees and individual directors. The Board is committed to regular assessment of its effectiveness and believes that the contribution of individual directors is essential to improve the governance and guidance of TML.

The review of the Board and its directors is focused on matters such as the structure, effectiveness and contributions made by each director and is working towards achieving the strategic objectives of TML.

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The Board is collectively responsible for conducting the annual review of the Board’s performance which involves open and constructive dialogue between respective parties.

Corporate Governance Statement (continued)

The Executive Chairman consults with individual Directors as part of the assessment process. The results of this assessment are documented. The most recent review was conducted during the reporting period.

The Nomination and Remuneration Committee will conduct periodic performance reviews for the senior executive. Each senior executive has personal objective as well as objectives related to the performance of business or functional units. A report is provided to and reviewed by the Committee. Performance reviews and evaluation for the senior executive are conducted at least annually and have been conducted for the Reporting period.

Principle 2 Structure the Board to add value

Board Composition

As of the date of this report, the Board is comprised of 3 Non-Executive, Independent Directors, 3 Executive Directors and 2 Alternate Directors.

The directors have elected Tan Sri Dr. Mah King Thian as the Chairman.

The name, qualifications and tenure of each director is set out on page 7 - 12 of the directors’ report.

The Role of the Chairman

The Board recognises the principle that the Chairman should be an independent director but believes that Tan Sri Dr. Mah King Thian is the most appropriate person to lead the Board as Chairman following listing, given his long-standing experience and business relationships. The Board is confident that Tan Sri Dr. Mah is able to bring quality and independent judgment to relevant issues falling within the scope of the role of Chairman.

The Chairman is responsible for the leadership of the Board, including taking all reasonable steps to ensure that the Board functions effectively, and for communicating the views of the Board to the public. The particular responsibilities of the Chairman are outlined in the Board Charter.

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Corporate Governance Statement (continued)

Board Skills Matrix

TML seeks to maintain a Board of Directors with a broad range of financial and other skills, experience and knowledge relevant to overseeing the business of a renewable energy company. As well as general skills expected of a Director, TML seeks to maintain a board which at a minimum collectively has:

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----- Start of picture text -----

Skill Required Description Board
Executive Leadership Oversee business activities as fulfilling organizational 6/6
goals, strategic planning development and overall decision
making
Strategy and Growth Strategy development and implementation 6/6
Public Compliance Well understanding and compliance on legal, public and 6/6
regulation policy
Corporate finance Accounting and reporting, corporate finance and internal 4/6
controls, including assessing quality of financial controls
Risk Management and Knowledge of contemporary risk and compliance 6/6
Compliance management practices. Identify, manage and mitigate
business risk of the organization
Safety Working Knowledge of maintaining a safety working environment 3/6
Environment
Corporate Governance Knowledge, experience and commitment to high standard 6/6
of governance
Renewable Energy Experience and insights of renewable energy industry in 3/6
Market Malaysia
Energy Generation Engineering knowledge in energy generation 3/6
Human Resources Knowledge in people matters including employee 6/6
engagement, management development, succession and
remuneration
----- End of picture text -----

Independence of Directors

TML considers a Director to be independent if the Director is independent of management and free of any business or other relationships that could materially interfere, or be perceived as interfering, with the exercise of an unfettered and independent judgement in relation to matters concerning TML.

The Company considers that Jack Tan, Lee Chong Hoe and Derrick Martin De Souza are independent directors for the reasons given below:

Jack Tan has been a director of the Company since 16 February 2007, and acted as executive chairman from that date until the date of ASX listing. He holds less than 1% of the total issued shares in the Company. Although Mr. Tan has been a director and executive of the Company for some time, this was during the time that the Company’s business activities were investment in Vietnam and later mineral exploration. Mr. Tan has had no involvement in the Company’s current business, namely the operation of a biogas power plant in Malaysia and sale of energy through the Company’s wholly owned subsidiary Mistral Engineering Sdn Bhd, which was acquired by the Company on 10 September 2015. As such, the Company considers that Mr. Tan is an independent director of the Company.

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Corporate Governance Statement (continued)

Lee Chong Hoe’s appointment as director of the Company took effect on 16 September 2015. Mr. Lee is a lawyer in Malaysia, who has in the past provided legal services to Cepatwawasan Group Berhad ( CGB ), the parent company of Cash Nexus which holds shares in the Company. Mr. Lee does not hold any shares in the Company. Given that this past relationship is with CGB and not the Company or any of its child entities, the Company considers Mr. Lee as an independent director of the Company.

Derrick Martin De Souza’s appointment as director of the Company took effect on 8 June 2018. He holds less than 0.01% of the total issued shares in the Company. He has worked as a consultant to businesses not related to TML for the past 15 years and his work experiences include working in various capacities in accounting, Australian and international taxation, auditing, international banking, insurance, mergers and acquisitions, corporate restructuring for stock market listings, valuations and strategic planning and financial advisory. The Company considers Mr. De Souza as an independent director of the Company.

The Company’s Board Charter states that the Board will comprise a majority of independent nonexecutive directors. The Company currently does not comply with this requirement of its Board Charter for the reasons given below, but the Board will aim to comply with this requirement at a later stage.

The Company has 6 directors, 3 of whom are independent directors. Given the size of the Company, the Board believes that it has an appropriate size and mix of skills to provide independent and transparent decisions for the benefit of the Company, despite not having the recommended majority independent directors.

Instead, the Board has implemented several policies and practices to enable it to make transparent and independent decisions. For example, directors are not allowed to be present during discussions or decision making on matters in which they have or could be seen to potentially have a material conflict of interest. In addition, directors are excluded from taking part in the appointment of third party service providers where the director has an interest, which provides further separation and safeguards to independence.

Remuneration and Nomination Committee

The purpose of this committee is to assist the Board and make recommendations to it in relation to the appointment and remuneration of new Directors (both Executive and Non-Executive) and senior executives. The Committee is to have a minimum of 3 members. At any time the composition of the Board permits, the Committee will also consist only of Non-Executive Directors, and a majority of Independent Directors, and will be chaired by an Independent Chairman appointed by the Board.

The committee comprises the following members:

Mr Lee Chong Hoe as Chairman;
Mr Derrick Martin De Souza; and
Mr Jack Tian Hock Tan.

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Corporate Governance Statement (continued)

Functions performed by the committee will include the following:

Providing advice in relation to remuneration packages of senior executives, non-executive Directors and executive Directors, equity-based incentive plans and other employee benefit programmes;
Reviewing TML’s recruitment, retention and termination policies;
Reviewing TML’s superannuation arrangements;
Reviewing succession plans of senior executives and Executive Directors;
Recommending individuals for nomination as members of the Board and its committees;
Reviewing the performance of senior executives and members of the Board annually;
Considering those aspects of TML’s remuneration policies and packages, including equity based incentives, which should be subject to shareholder approval;
Monitoring the size and composition of the Board;
Reviewing TML’s diversity policy and its effectiveness;
Development of suitable criteria for the selection and appointment of Board candidates;
Identification and consideration of possible candidates, and recommendation to the Board accordingly; and
Establishment of procedures, and recommendations for succession plans for the Board.

The Committee has adopted a formal Charter that is required to be reviewed annually. The Charter was most recently reviewed and updated on 26 February 2020. A copy of the Charter is available on TML’s website.

The names of the current Directors and their experience, length of service as a Director and membership of Board Committees are set out in the Directors’ Report for the Reporting Period contained in the Annual Report.

Directors’ Development and Induction

The Board receives regular progress reports on financial, commercial and operational updates on the Company’s business and may request elucidation or explanation of those reports. If required, Directors will be updated with industry developments, regulatory changes and ongoing strategy reviews.

Directors are otherwise encouraged to maintain the skills and knowledge they need to perform their roles by attending relevant courses, seminars and conferences. With the prior approval of the Chairman, which may not be unreasonably withheld, each Director has the right to seek independent professional advice at the cost of TML concerning any aspect of TML’s operations or undertakings in order to fulfil their duties and responsibilities as Directors, and to ensure independent decision making.

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Corporate Governance Statement (continued)

Principle 3 Act ethically and responsibly

Core Values

Responsibility Sustainability Act honestly, conscientiously Committed to doing business in and fairly in accordance with an environmentally, socially the law and in the interests of and economically responsible our Shareholders, employees, manner. We strive to be and communities. innovative within the law and meet the requirements of various stakeholders.

Code of Conduct

The Board acknowledges the need for the highest standards of corporate governance practice and ethical conduct by all directors, employees, consultants and contractors of TML.

The Board has adopted two Codes of Conduct for employees, and directors and senior executives respectively, which establishes a clear set of values that places emphasis on a culture encompassing strong corporate governance, sound business practice and good ethical conduct.

Recognising the increased role played by women and minorities in the workforce, TML has also adopted a Diversity Policy which is managed by the Remuneration and Nomination Committee. Key to this policy is the establishment of measurable gender diversity objectives.

Recognising that individuals connected with TML will sometimes be in possession of market-sensitive information, TML has adopted a Securities Trading Policy. Compliant with ASX Listing Rule 12.9, this policy also restricts any transactions in TML’s Shares by TML directors, officers, consultants, senior management and other employees and related persons who, in the course of their interactions with TML, are in possession of such market-sensitive information.

Whistleblower policy

TML is committed to maintaining a high standard of integrity, investor confidence and good corporate governance. To achieve this, it is crucial that all of our employees and partners understand, follow, and adhere to our corporate values. We have put guidelines and policies in place to ensure we live by these values in our day-to-day work.

Together with our values, we want to have feedback and encourage people to speak up when they see activity or behaviour that they feel is wrong or does not match our values.

The goal of this policy is to provide very clear guidelines on how we approach and manage this feedback. The Board did not receive any feedback during the period of review.

Under the period of review, there is no report/feedback received by the Board.

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Corporate Governance Statement (continued)

Anti-bribery and corruption policy

TML strictly prohibits bribery or other improper payments in any of its business operations. This prohibition applies to all business activities, anywhere in the world, irrespective of involvement of government officials or other commercial enterprises. A bribe or other improper payment to secure a business advantage is never acceptable and can expose individuals and TML to possible criminal prosecution, reputational harm and/or other serious consequences.

The prohibition on bribery and other improper payments applies to all business activities, but is particularly important when dealing with government officials. The Malaysian Anti-Corruption Commission Act 2018 and similar laws in other countries strictly prohibit improper payments to gain a business advantage and impose severe penalties for violations.

The Board is not aware of any instances of bribery during the periods of review.

Principle 4 Safeguard integrity in financial reporting

Audit and Risk Committee

The purpose of this committee is to monitor the integrity of TML’s financial statements, and monitor and review the effectiveness of TML’s internal financial control system and internal and external audit functions.

The committee is to include at least 3 members, the majority of whom are Non-Executive Directors, including the chair who will not be the chairperson of the Board. At least one member is to have significant, recent and relevant financial management experience.

The committee comprises the following members:

Mr Jack Tian Hock Tan as Chairman;
Mr Lee Chong Hoe; and
Mr Soong Swee Koon.

The Company considers that including an executive director is appropriate given his intimate knowledge of the Company’s operations, who may be replaced with a Non-Executive Director at a later date.

The committee performs a variety of functions relevant to internal and external reporting and reports to the Board following each meeting. Among other matters for which the committee is responsible are the following:

Monitor the integrity of the financial statements of TML and its subsidiaries by reviewing significant financial reporting matters;
Review the effectiveness of TML’s internal financial control system and, unless expressly addressed by the Board itself, risk management systems;
Monitor and review the effectiveness of TML’s internal audit function;
Monitor and review the external audit function including matters concerning appointment and remuneration, independence and non-audit services;
Perform such other functions as assigned by law, TML’s constitution, or the Board;

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Corporate Governance Statement (continued)

Approve the corporate governance section of TML’s Annual Report relating to the Committee and its responsibilities;
Review compliance with legal and regulatory requirements;
To review and oversee management policies and profiles, in addition to the risk management and internal control system and to review effectiveness and compliance;
Identifying material business risks and monitoring emerging risks;
Reviewing legal matters, compliance and reporting issues;
Reviewing the compliance function at least annually;
Reviewing findings of any regulatory examinations and liaising with regulators;
Consideration of TML’s official documents including media releases, ASX announcements and analyst information;
Establishing a procedure for the receipt and treatment of complaints received regarding accounting and auditing matters;
Reviewing corporate legal reports of evidence of violations of the Corporations Act, ASX Listing Rules or breaches of fiduciary duties; and
Evaluating its performance at least annually.

The Committee’s structure, roles and responsibilities are detailed in the Audit and Risk Committee Charter, which is available on the TML’s website.

Assurance from CEO and CFO

Before it approves the financial statements for the full-year or half-year, the Board receives a written declaration from the CEO and the CFO that:

In their opinion, the financial records of TML have been properly maintained in accordance with the Corporations Act 2001 and the Financial Report for the reporting period complies with relevant accounting standards. It also gives a true and fair view of TML’s financial position at the end of the Reporting Period and its financial performance during the reporting period; and
To the best of their knowledge and belief, their declaration on those matters is founded on a sound system of risk management and internal control that is operating effectively in all material respects in relation to financial reporting risk, based on the risk management framework adopted by TML.

External Auditor

TML has appointed Hall Chadwick as its external auditor. Their key responsibility is to audit and review the financial reports of TML and provide an independent and professional opinion on whether TML’s financial report gives a true and fair view of TML’s financial position and financial performance and whether it complies with Australian Accounting Standards and the Corporations Regulations 2001. The external auditor’s opinion is on page 69 - 72 of the report.

All periodic corporate reports will be reviewed by the external auditor before release to the market.

The external auditors will attend the Annual General Meeting and is available at the meeting to answer questions from shareholders about the conduct of the audit and the preparation and content of the independent Audit Report.

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Corporate Governance Statement (continued)

Principle 5 Make timely and balanced disclosure

TML is committed to promoting investor confidence and ensuring that Shareholders and the market are provided with timely and balanced disclosure of all material matters concerning TML, as well as ensuring that all Shareholders have equal and timely access to externally available information issued by TML.

TML has adopted a Continuous Disclosure Policy to outline responsibilities in relation to disclosing information to the market and shareholders, and to ensure compliance with the continuous disclosure regime under ASX Listing Rules and the Corporations Act 2001.

The Board is provided with all material market announcements promptly once they have been made.

Principle 6 Respect the rights of security holders

Company’s Website

TML’s website address: www.timahresources.com.au provides detailed information about its business and operations. TML’s website contains a wide range of information relevant to shareholders, such as details of TML’s Board members, Charters, Policies and corporate governance.

Shareholder Communication Policy

TML has adopted a Shareholder Communication Strategy to ensure that Shareholders have access to balanced and understandable information about TML and its activities.

Information is communicated to security holders through:

Annual and half-yearly financial reports;
Annual and other general meetings convened for security holder review and approval of Board proposals;
Continuous disclosure of material changes to ASX for open access to the public; and
The Company maintains a website where all ASX announcements, notices and financial reports are published as soon as possible after release to ASX.

All annual financial reports and notices for annual and other general meetings are distributed to the security holders unless specifically notified by the security holder that he or she would like to receive information regarding TML electronically.

External communication which may have a material effect on the price or value of TML’s securities will not be released unless it has been announced previously to ASX.

Effective participation by Shareholders will be encouraged at general meetings and procedures will be designed to facilitate this.

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Corporate Governance Statement (continued)

Annual General Meeting (“AGM”)

The Board encourages full participation by shareholders at the AGM to ask questions and make comments about TML’s operations and the performance of the Board and senior management. Notices for general meetings and other communications with shareholder are drafted to ensure that they are honest and accurate, and that the nature of the business of the meeting is clearly stated and explained where necessary. Important issues are presented to the shareholders as single resolutions. The shareholders are requested to vote on matters such as the election and aggregate remuneration of Directors, the adoption of the Company’s Remuneration Report, the granting of options and shares to Directors and changes to the Constitution. Substantive resolutions are decided by a poll rather than by a show of hands.

AGM will be held at our Sydney corporate office with the External Auditor’s attendance to answer shareholders’ questions. Overseas Directors can participate in the AGM through video or audio conferencing.

Principle 7 Recognise and manage risk

The Board is responsible for setting TML’s risk strategy and risk management. This responsibility is assisted by the Audit and Risk Committee.

Internal Audit

TML does not have an internal audit function but has outsourced it to an internal audit firm in relation to group’s subsidiary Mistral Engineering Sdn Bhd. The process for evaluating and continually improving the effectiveness of its risk management and internal control processes is overseen by the Audit and Risk Committee in accordance with its charter.

Risk Management Framework and Internal Control

The Board recognises the importance of a sound risk management framework and internal control system to safeguard shareholders’ investments and TML’s assets.

The Board affirms its responsibility for the adequacy and effectiveness of TML’s System of internal control. This includes reviewing the adequacy and integrity of financial, operational and compliance controls and risk management procedures.

In view of the limitations that are inherent in any system of internal control, the Board ensures that this system is designed to manage TML’s risks within an accepted risk profile. Hence, the system can provide reasonable but not absolute assurance against material misstatement of management and financial information and records or against operational failures, fraud or financial loss.

The Board has established an ongoing process for identifying, evaluating and managing significant risks faced by TML. This ongoing process which includes updating the system of internal controls when there are changes in the business environment or regulatory guidelines, is reviewed by the Board. The Board is of the view that the risk management framework and the system of internal controls in place for the period under review, is sound and sufficient enough to safeguard the shareholders’ investments and TML’s assets.

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Corporate Governance Statement (continued)

A formal risk management framework has been established to ensure that an organised and consistent approach is practised in the ongoing process of identifying and assessing various critical risks that are considered likely to affect the profitable operation of the business. These include operational risk, market risk, legal risk and environmental risk. After the review and taking into consideration the nature of TML’s business, the Directors are of the view that TML is not materially exposed to legal and market risks and therefore have concluded to focus on the environmental and operational risks relevant to its business segment.

The Board is supported by the Audit and Risk Committee in overseeing the risk management efforts within TML. The management has worked within the approved and adopted framework for principal risks affecting TML’s strategic business objectives throughout the period. Additional reviews will be carried out as and when required annually. The ongoing implementation is monitored by the Management and is reported quarterly to the Board. The outcome of such risk management efforts is a database of all major risks, and their controls or action plans to mitigate such risks were compiled to produce a risk profile.

TML has also implemented a system of internal controls as set out in the Operations Manual. The Board will review from time to time and update the financial authority limits set out therein as and when necessary. Such a system of internal controls and financial authority limits serves as a check and balance mechanism on TML’s daily operations.

Review has been undertaken by the Board during the period and there is no actual, suspected or alleged fraud affecting TML.

Principle 8 Remunerate fairly and responsibly

The Board oversees Executive and Non-Executive Director remuneration arrangements and has established a Remuneration Committee to assist it in this regard.

Remuneration Report

A Remuneration Report required under Section 300A(1) of the Corporations Act 2001 (Cth) is provided in page 13 - 16 of the Directors’ Report.

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AI assistant

TIMAH RESOURCES LIMITED — Governance Information 2021

65931_rns_2021-02-22_0f48bb09-a485-48e5-b792-83fae7fddfb9.pdf

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

22 Feb 2021

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Statement

Principle 1: Lay solid foundations for management and oversight

Roles and responsibilities

Corporate Governance Statement (continued)

Background Checks on New Appointment

Written Agreement for Directors

Corporate Governance Statement (continued)

Director Retirement and Re-election

Company Secretary

Diversity and Inclusion Policy

Reviews and Evaluations

Corporate Governance Statement (continued)

Principle 2 Structure the Board to add value

Board Composition

The Role of the Chairman

Corporate Governance Statement (continued)

Board Skills Matrix

Independence of Directors

Corporate Governance Statement (continued)

Remuneration and Nomination Committee

Corporate Governance Statement (continued)

Directors’ Development and Induction

Corporate Governance Statement (continued)

Core Values

Code of Conduct

Whistleblower policy

Corporate Governance Statement (continued)

Anti-bribery and corruption policy

Principle 4 Safeguard integrity in financial reporting

Audit and Risk Committee

Corporate Governance Statement (continued)

Assurance from CEO and CFO

External Auditor

Corporate Governance Statement (continued)

Principle 5 Make timely and balanced disclosure

Principle 6 Respect the rights of security holders

Company’s Website

Shareholder Communication Policy

Corporate Governance Statement (continued)

Annual General Meeting (“AGM”)

Principle 7 Recognise and manage risk

Internal Audit

Risk Management Framework and Internal Control

Corporate Governance Statement (continued)

Principle 8 Remunerate fairly and responsibly

Remuneration Report

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TIMAH RESOURCES LIMITED Governance Information 2021