TORQUE METALS LIMITED.. — Governance Information 2021

Jun 22, 2021

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TORQUE METALS LIMITED (ACN 621 122 905)

(“COMPANY”)

CORPORATE GOVERNANCE STATEMENT

The Board recognises the importance of good corporate governance and establishing the accountability of the Board and management. To the extent relevant and practical, the Company has adopted a corporate governance framework that is consistent with the Corporate Governance Principles and Recommendations (4[th] Edition) published by ASX Corporate Governance Council (“ Recommendations ”).

The Board has adopted the following suite of corporate governance policies which are available on the Company’s website at www.torquemetals.com:

• Board Charter

• Security Trading Policy

• Board Performance Evaluation Policy

• Continuous Disclosure Policy

• Code of Conduct

• Shareholder Communications Policy

• Audit and Risk Management Committee Charter

• Diversity Policy

• Whistleblower Policy

• Remuneration and Nomination Committee Charter

The Board is committed to administering the policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company's needs.

As the Company’s activities develop in size, nature and scope the implementation of additional corporate governance structures will be given further consideration.

Following admission to the official list of ASX, the Company will be required to report any departures from the Recommendations in its annual financial report. As at the date of this corporate governance statement the Company complies with the Recommendations other than to the extent set out below.

No.	Recommendation	Explanation for non-compliance
2.	Structure the Board to add value
2.2	A listed entity should have and disclose a	The Company does not have a skills or diversity
	board skills matrix setting out the mix of	matrix in relation to the Board members. The
	skills and diversity that the board currently	Board considers that such a matrix is not
	has or is looking to achieve in its	necessary given the current size and scope of the
	membership.	Company’s operations. The Board may adopt
		such a matrix at a later time as the Company’s
		operations grow and evolve.
4.	Safeguard integrity in financial reporting

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No. Recommendation

Explanation for non-compliance

• 4.1 The board of a listed entity should:

• (a) have an audit committee which:

  • (i) has at least 3 members, all of whom are Non-Executive Directors and a majority of whom are Independent Directors; and

  • (ii) is chaired by an Independent Director, who is not the chair of the board,

and disclose:

• (iii) the charter of the committee;

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

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

• (b) if it does not have an Audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its financial reporting, including the processes for the appointment and removal of the external Auditor and the rotation of the Audit engagement partner.

Due to the size of the Board, the Company does not have a separate Audit Committee. The roles and responsibilities of the Audit committee are undertaken by the Board.

The full Board in its capacity as the Audit committee is responsible for reviewing the integrity of the Company’s financial reporting and overseeing the independence of the external Auditors. The duties of the full Board in its capacity as the Audit committee are set out in the Company’s Audit Committee Charter which is available at www.torquemetals.com.

When the Board meets as an Audit committee it carries out those functions which are delegated to it in the Company’s Audit Committee Charter. Items that are usually required to be discussed by an Audit Committee are marked as separate agenda items at Board meetings when required.

The Board is responsible for the initial appointment of the external Auditor and the appointment of a new external Auditor when any vacancy arises. Candidates for the position of external Auditor must demonstrate complete independence from the Company through the engagement period. The Board may otherwise select an external Auditor based on criteria relevant to the Company's business and circumstances. The performance of the external Auditor is reviewed on an annual basis by the Board.

The Board has adopted an Audit Committee Charter which describes the role, composition, functions and responsibilities of the Audit Committee and is disclosed at www.torquemetals.com.

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No.	Recommendation	Explanation for non-compliance
7.	Recognise and manage risk
7.1	The board of a listed entity should:	Due to the size of the Board, the Company does
	(a) have a committee or committees to oversee risk, each of which:	not have a separate Risk Committee. The Board is responsible for the oversight of the Company’s risk management and control framework.
	(i) has at least 3 members, a majority of whom are Independent Directors; and	When the Board meets as a risk committee is carries out those functions which are delegated to it in the Company’s Risk Committee Charter.
	(ii) is chaired by an Independent	Items that are usually required to be discussed by
	Director,	a Risk Committee are marked as separate
	and disclose:	agenda items at Board meetings when required.
	(iii) the charter of the committee;	The Board has adopted a Risk Committee Charter which describes the role, composition,
	(iv) the members of the committee; and	functions and responsibilities of the Risk
	(v) as at the end of each reporting	Committee and is disclosed at www.torquemetals.com.

  - (ii) is chaired by an Independent Director,

  - and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

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

• 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 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 risk management and internal control processes.

• 8. Remunerate fairly and responsibly

• (b) if it does not have an internal Audit 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 risk management and internal control processes.

The Company does not currently have an internal Audit function however, the Company will consider establishing an internal Audit function in the future should the need arise. The Company monitors, evaluates and improves its risk management and internal control processes in line with the processes set out in its Risk Management Policy. A copy of this policy is available at www.torquemetals.com.

board of a listed entity should:	Due to the size of the Board, the Company does
have a remuneration committee which:	not have a separate remuneration committee. The roles and responsibilities of a remuneration
(i) has at least 3 members, a majority	committee are currently undertaken by the Board.
of whom are Independent Directors; and	The duties of the full board in its capacity as a remuneration committee are set out in the
(ii) is chaired by an Independent	Company’s Remuneration and Nomination
Director,	Committee Charter which is available at
	www.torquemetals.com.

• 8.1 The board of a listed entity should:

• (a) have a remuneration committee which:

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No. Recommendation

and disclose:

• (iii) the charter of the committee;

• (iv) the members of the committee; and

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

• (b) if it does not have a 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.

Explanation for non-compliance

When the Board meets as a remuneration committee it carries out those functions which are delegated to it in the Company’s Remuneration and Nomination Committee Charter. Items that are usually required to be discussed by a Remuneration Committee are marked as separate agenda items at Board meetings when required. The Board has adopted a Remuneration and Nomination Committee Charter which describes the role, composition, functions and responsibilities of the Remuneration Committee and is disclosed at www.torquemetals.com.

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