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TURNSTONE RESOURCES LTD Governance Information 2022

Sep 29, 2022

65958_rns_2022-09-29_fe65bcf8-b54f-47eb-b460-a672ce46bbeb.pdf

Governance Information

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CORPORATE GOVERNANCE STATEMENT

Date of last review and Board approval: 30 September 2022.

This Corporate Governance Statement discloses the extent to which the Company will follow the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations ( Recommendations ). The Recommendations are not mandatory, however the Recommendations that will not be followed have been identified and reasons provided for not following them along with what (if any) alternative governance practices the Company intends to adopt in lieu of the recommendation.

The Company has adopted a Corporate Governance Plan which provides the written terms of reference for the Company’s corporate governance duties. The Company’s Corporate Governance Plan is available on the Company’s website at https://southharzpotash.com/about/corporate-governance/ .

RECOMMENDATIONS(4TH EDITION) COMPLY EXPLANATION
Principle 1: Lay solidfoundationsfor management and oversight
Recommendation 1.1
A listed entity should have and disclose a charter setting out:
(a)
the respective roles and responsibilities of its board and
management; and
(b)
those matters expressly reserved to the board and those
delegated to management.
YES (a)
The Board’s role is to govern the Company rather than to manage it. In
governing the Company, the Directors must act in the best interests of the
Company as a whole. In carrying out its governance role, the main task of
the Board is to drive the performance of the Company. The Board must
also ensure that the Company complies with all of its contractual,
statutory and any other legal obligations, including the requirements of
any regulatory body. The Board has the final responsibility for the
successful operations of the Company. In general, the Board is
responsible to, and has authority to determine all matters relating to
policies, practices, management and operations of the Company.
(b)
It is the role of the Managing Director, supported by senior management,
to manage the daily affairs of the Company in accordance with the
direction and delegations of the Board for the achievement of the
Company’sgoals and objectives.
Recommendation 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
YES (a)
Directors are appointed based on the specific governance skills required
by the Company. Given the size of the Company and the business that it
operates, the Company aims at all times to have at least one Director
with experience appropriate to the Company’s operations. The
Company’s current Directorsprovide a blend of skills and experience to

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RECOMMENDATIONS(4TH EDITION) COMPLY EXPLANATION
(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.
enable the Board meet its governance obligations. In determining
candidates for the Board, the Nomination Committee will follow a
prescribed process whereby it evaluates the mix of skills, experience and
expertise of the existing Board. In particular, the Nomination Committee
is to identify the particular skills that will best increase the Board's
effectiveness. Consideration is also given to the balance of independent
Directors. Potential candidates are identified and, if relevant, the
Nomination Committee (or equivalent) will recommend an appropriate
candidate for appointment to the Board, subject to ratification by
shareholders at the next general meeting. The Nominations Committee
has the discretion to engage external advisors in the search for suitable
candidates with particular skills identified by the Board.
(b) The Company will provide all relevant information about nominated new
candidates and/or existing Directors proposed for re-election to enable
shareholders make an informed decision.
Recommendation 1.3
A listed entity should have a written agreement with each director
and senior executive setting out the terms of their appointment.
YES Each Director has agreed to terms setting out their appointment. Key terms of
any written agreement with directors and senior executives are included in
the Remuneration Report of the Company’s Annual Report.
Recommendation 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.
YES The Board Charter (within the Corporate Governance Plan) outlines the roles,
responsibility and accountability of the Company Secretary. In accordance with
this, the Company Secretary is accountable directly to the Board, through the
Chair,on all matters to do with theproper functioningof the Board.
Recommendation 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:
PARTIALLY (a)
The Company has adopted a Diversity Policy which provides a
framework for the Company to establish and achieve measurable
diversity objectives, including in respect of gender diversity. The
Diversity Policy is available, as part of the Corporate Governance Plan,
on the Company’s website.
(b)
The Diversity Policy allows the Board to set measurable gender diversity
objectives,if considered appropriate,and to assess in each reporting

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RECOMMENDATIONS(4TH EDITION) COMPLY EXPLANATION
(i)
the measurable objectives set for that period to achieve
gender diversity;
(ii)
the entity’s progress in achieving them; and
(iii)
either:
(A)
the respective proportions of men and women on
the board, in senior executive positions and
across the whole workforce (including how the
entity has defined “senior executive” for these
purposes); or
(B)
if the entity is a “relevant employer” under the
Workplace Gender Equality Act, the entity’s most
recent “Gender Equality Indicators”, as defined in
the Workplace Gender Equality Act.
(c) period both the objectives if any have been set and the Company’s
progress in achieving them.
The Board did not set measurable gender diversity objectives for the
past financial year because the Board considered the application of a
measurable gender diversity objective requiring a specified proportion
of women on the Board and in senior executive roles would, given the
small size of the Company and the Board, unduly limit the Company
from applying the Diversity Policy as a whole and the Company’s policy
of appointing based on skills and merit.
The respective proportions of men and women on the Board, in senior
executive positions and across the whole organisation (including how
the entity has defined “senior executive” for these purposes) for the
past financial year is disclosed below –
Female
Male
Board
-
100%
Senior Executive
50%
50%
Whole organisation
40%
60%
The Senior Executives for the purposes of the table above are the
individuals at the highest level of organisational management below the
Board.

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Recommendation 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, in relation to each reporting period, whether a
performance evaluation was undertaken in accordance with
that process or in respect of that period.
YES (a)
The Company’s Nomination Committee is responsible for evaluating the
performance of the Board, its committees and individual Directors on an
annual basis. It may do so with the aid of an independent advisor. The
process for this is set out in the Company’s Performance Evaluation
Policy (in the Corporate Governance Plan), which is available on the
Company’s website.
(b)
The Company’s Corporate Governance Plan requires the Company to
disclose whether or not performance evaluations were conducted
during the relevant reporting period. The Company has completed
performance evaluations in respect of the Board, its committees, and
individual Directors for each reporting period in accordance with the
above process. This review occurred subsequent to the reporting
period.
Recommendation 1.7
A listed entity should:
YES (a)
The Company’s Nomination Committee is responsible for evaluating the
performance of the Company’s senior executives on an annual basis.

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RECOMMENDATIONS(4TH EDITION) COMPLY EXPLANATION
(a)
have and disclose a process for periodically evaluating the
performance of its senior executives; and
(b)
disclose for each reporting period, whether a performance
evaluation has been undertaken in accordance with that
process or in respect of that period.
The Company’s Remuneration Committee is responsible for evaluating
the remuneration of the Company’s senior executives on an annual
basis. A senior executive, for these purposes, means key management
personnel (as defined in the Corporations Act) other than a non-
executive Director.
The applicable processes for these evaluations can be found in the
Company’s Performance Evaluation Policy (in the Corporate
Governance Plan), which is available on the Company’s website.
(b)
The Company’s Corporate Governance Plan requires the Company to
disclose whether or not performance evaluations were conducted
during the relevant reporting period. The Company has completed
performance evaluations in respect of the senior executives for each
reporting period in accordance with the applicable processes. This
review occurred subsequent to the reporting period.
Principle 2: Structure the board to be effective and add value
Recommendation 2.1
The board of a listed entity should:
(a)
have a nomination committee which:
(i)
has at least three members, a majority of whom are
independent directors; and
(ii)
is chaired by an independent director,
and disclose:
(iii)
the charter of the committee;
(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 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,experience,independence and knowledge of
YES (a)
The Company has a Nomination Committee which:
(i)
comprises three members, all of whom are Non-Executive
Directors and the majority of whom are independent Directors;
and
(ii)
is chaired by Director Rory Luff (whilst not considered an
independent Director, the Board has deemed his experience
important to the Nomination Committee);
(iii)
The Company’s Nomination Committee Charter (which forms part
of the Company’s Corporate Governance Plan) is available on the
Company’s website;
(iv)
The members of the Nomination Committee Rory Luff [Chair],
Reinout
Koopmans
[independent
member],
Hansjoerg
Plaggemars [independent member] and Len Jubber [independent
member]; and
(v)
The Nomination Committee met four times during the financial
year and all members werepresent.

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RECOMMENDATIONS(4TH EDITION) COMPLY EXPLANATION
the entity to enable it to discharge its duties and
responsibilities effectively.
In accordance with the Nomination Committee Charter, the Nomination
Committee also undertakes the following processes to address
succession issues and to ensure the Board has the appropriate balance
of skills, experience, independence and knowledge of the entity to
enable it to discharge its duties and responsibilities effectively:

devoting time at least annually to discuss Board succession
issues and updating the Company’s Board skills matrix; and

all Board members being involved in the Company’s nomination
process to the maximum extent permitted under the
Corporations Act and ASX ListingRules.
Recommendation 2.2
A listed entity should have and disclose a board skill matrix setting
out the mix of skills and diversity that the board currently has or is
looking to achieve in its membership.
YES Under the Nomination Committee Charter (in the Company’s Corporate
Governance Plan), the Nomination Committee is required to prepare a Board
skill matrix setting out the mix of skills and diversity that the Board currently has
(or is looking to achieve) and to review this at least annually against the
Company’s Board skills matrix to ensure the appropriate mix of skills and
expertise is present to facilitate successful strategic direction.
The Company has established a formal Board skills matrix. Gaps in the
collective skills of the Board are regularly reviewed by the Board as a whole,
with the Board proposing candidates for directorships having regard to the
desired skills and experience required by the Company as well as the proposed
candidates’ diversity of background.
The Board Charter requires the disclosure of each Board member’s
qualifications and expertise. Full details as to each Director and senior
executive’s relevant skills and experience are available in the Company’s Annual
Report and on the Company’s website. The Board considers that there is
currently an adequate mix of skills and any skill shortages will be reviewed as
and when required.
Recommendation 2.3
A listed entity should disclose:
(a)
the names of the directors considered by the board to be
independent directors;
YES (a)
The Board Charter requires the disclosure of the names of Directors
considered by the Board to be independent. Reinout Koopmans,
HansjoergPlaggemars and Len Jubber are considered to be

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RECOMMENDATIONS(4TH EDITION) COMPLY EXPLANATION
(b)
if a director has an interest, position, association 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, association
or relationship in question and an explanation of why the
board is of that opinion; and
(c)
the length of service of each director
independent Directors by way of their non-executive directorships. Ian
Farmer is not considered to be an independent Directors as he has
accepted the role of Acting - Executive Chairman whilst the Company
searches for a new MD/CEO. Rory Luff is not considered to be an
independent Director by way of his substantial shareholding. The
Company discloses those Directors it considers to be independent in its
Annual Report.
(b)
The Company will disclose in its Annual Report any instances where this
applies and an explanation of the Board’s opinion why the relevant
Director is still considered to be independent.
Rory Luff is not considered to be an independent director (even though
he is a Non- Executive Director) as a result of his substantial
shareholding.However, his experience and knowledge of the Company
makes his contribution to the Board such that it is appropriate for him
to remain on the Board.
Ian Farmer is not considered to be independent as he has taken on an
executrive role, however, his experience and knowledge of the
Company makes his contribution to the Board such that it is
appropriate for him to remain on the Board and he has taken on his
executive role as there was nobody else available to do so. Criteria for
determining independence are provided for in the Company’s
Independence of Directors Assessment Policy (in the Company’s
Corporate Governance Plan).
(c)
The Company’s Annual Report discloses the length of service of each
Director, as at the end of each financial year.
Recommendation 2.4
A majority of the board of a listed entity should be independent
directors.
YES The Company’s Board Charter requires that, where practical, the majority of the
Board should be independent. The Board currently comprises a total of 6
Directors,4 of whom are considered to be independent.
Recommendation 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.
PARTIALLY The Chair of the Board is currently acting as the Executive Chairman whilst the
search is being undertaken to find a CEO / MD. This is a temporary position and
the Chair will revert to their role as non-executive, however they will be
considered non-independent for 3years.

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Recommendation 2.6
A listed entity should have a program for inducting new directors and
periodically reviewing whether there is a need for existing directors
to undertake professional development to maintain the skills and
knowledge needed toperform their role as directors effectively.
YES In accordance with the Company’s Board Charter, the Nominations Committee
is responsible for the approval and review of induction and continuing
professional development programs and procedures for Directors to ensure
that they can effectively discharge their responsibilities. The Company

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RECOMMENDATIONS(4TH EDITION) COMPLY EXPLANATION
Secretary
is responsible
for facilitating
inductions
and
professional
development.
Principle 3: Instill a culture of acting lawfully, ethically and responsibly
Recommendation 3.1
A listed entity should articulate and disclose its values.
YES The Company’s Statement of Values (which forms part of the Company’s
Corporate Governance Plan)is available on the Company’s website.
Recommendation 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.
YES (a)
The Company’s Corporate Code of Conduct (which forms part of the
Company’s Corporate Governance Plan) applies to the Company’s
Directors, senior executives and employees and is available on the
Company’s website.
(b)
Directors, employees and associated persons are encouraged to raise
any matters of concern in good faith and report material breaches of the
Code of Conduct to the Board,without fear of retribution.
Recommendation 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.
YES (a)
The Company’s Whistleblower Policy (which forms part of the
Company’s Corporate Governance Plan) applies to the Company’s
Directors, senior executives and employees and is available on the
Company’s website.
(b)
The Company relies on its employees and Disclosers to help maintain
and grow its culture of honest and ethical behaviour. It is therefore
expected that any Discloser who becomes aware of such conduct will
make a report.
Recommendation 3.4
A listed entity should:
(a)
have and disclose an anti-bribery and corruption policy; and
(b)
ensure that the board or a committee of the board is informed
of any material breaches of that policy.
YES (a)
The Company’s Anti-Bribery and Anti-Corruption Policy (which forms
part of the Company’s Corporate Governance Plan) applies to the
Company’s Directors, senior executives and employees and is available
on the Company’s website.
(b)
Directors, employees and associated persons are encouraged to raise
any matters of concern in good faith and report material breaches of the
Anti-Bribery and Anti-Corruption Policy to the Board, without fear of
retribution.

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RECOMMENDATIONS(4TH EDITION) COMPLY EXPLANATION
Principle 4: Safeguard the integrity of corporate reports
Recommendation 4.1
The board of a listed entity should:
(a)
have an audit committee which:
(i)
has at least three members, all of whom are non-
executive directors and a majority of whom are
independent directors; and
(ii)
is chaired by an independent director, who is not the
chair of the board,
and disclose:
(iii)
the charter of the committee;
(iv)
the relevant qualifications and experience of the
members of the committee; and
(v)
in relation to each reporting period, the number of times
the committee met throughout the period and the
individual attendances of the members at those
meetings; or
(b)
if it does not have an audit committee, disclose that fact and
the processes it employs that independently verify and
safeguard the integrity of its financial reporting, including the
processes for the appointment and removal of the external
auditor and the rotation of the audit engagementpartner.
YES (a)
The Company has an Audit & Risk Committee which:
(i)
comprises three members, all of whom are Non-Executive
Directors and the majority of whom are non-independent
Directors. The members of the Audit & Risk Committee are
Hansjoerg Plaggemars [Chair], Ian Farmer and Rory Luff; and
(ii)
is chaired by an independent Non-Executive Director, Hansjoerg
Plaggemars, who is not Chair of the Board.
(iii)
The Company’s Audit & Risk Committee Charter (which forms part
of the Company’s Corporate Governance Plan) is available on the
Company’s website.
(iv)
Hansjoerg Plaggemars [Chair] – experience as a member on other
audit committees;
Ian Farmer [member] – experience as a member on other audit
committees;
Rory Luff [member] – experience as a member on other audit
committees.
(v)
The Audit & Risk Committee met twice during the financial year
and all members were present.
(b)
N/A.
Recommendation 4.2
The board of a listed entity should, before it approves the entity’s
financial statements for a financial period, receive from its CEO and
CFO a declaration that, in their opinion, the financial records of the
entity have been properly maintained and that the financial
statements comply with the appropriate accounting standards and
give a true and fair view of the financial position and performance of
the entity and that the opinion has been formed on the basis of a
sound system of risk management and internal control which is
operatingeffectively.
YES The Company’s Audit and Risk Committee Charter requires the CEO and CFO
(or, if none, the person(s) fulfilling those functions) to provide a sign off on these
terms. The Company obtains a sign off on these terms for each of its financial
statements and quarterly cashflow reports (Appendix 5B) in each financial year.

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RECOMMENDATIONS(4TH EDITION) COMPLY EXPLANATION
Recommendation 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.
YES The Board carries out the following processes to independently verify and
safeguard the integrity of its periodic corporate reporting:

regular review of financial reports;

variance analysis; and

CEO and CFO sign-off on quarterly, half-yearly and annual financial
reports.
Principle 5: Make timely and balanced disclosure
Recommendation 5.1
A listed entity should have and disclose a written policy for complying
with its continuous disclosure obligations under Listing Rule 3.1.
YES The Board Charter and Continuous Disclosure Policy (which form part of the
Company’s Corporate Governance Plan) provides details of the Company’s
disclosure policy and details the Company’s disclosure requirements as required
by the ASX Listing Rules and other relevant legislation. The Board Charter and
Continuous Disclosure Policy are available on the Company
website.
Recommendation 5.2
A listed entity should ensure that its board receives copies of all
material market announcements promptly after they have been
made.
YES The Board is on the announcement distribution list.
Recommendation 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 thepresentation.
YES Presentations are released on the ASX Market Announcements Platform ahead
of the presentation being given.
Principle 6: Respect the rights of security holders
Recommendation 6.1
A listed entity should provide information about itself and its
governance to investors via its website.
YES The Company’s website sets out information about the Company. Details of the
Company’s governance is available in the Corporate Governance Plan which can
be found on the Company’s website.
Recommendation 6.2
A listed entity should have an investor relations program that
facilitates effective two-way communication with investors.
YES The Company has adopted a Shareholder Communication Strategy which aims
to promote and facilitate effective two-way communication with investors. The
Shareholder Communication Strategyoutlines a range of ways in which

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RECOMMENDATIONS(4TH EDITION) COMPLY EXPLANATION
information is communicated to shareholders and is available on the Company’s
website as part of the Company’s Corporate Governance Plan. An Investor
Relations firm is engaged to advise and assist with shareholder communication.
Recommendation 6.3
A listed entity should disclose how it facilitates and encourages
participation at meetings of security holders.
YES The Company will notify shareholders with notices of meetings so that they can
be informed of all matters to be put to the meetings. The Company recognises
the rights of shareholders and encourages their active participation at the
shareholder meetings.
Recommendation 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.
YES All substantive resolutions, including any resolutions that relate to ASX listing
rules, at a meeting of security holders are decided by a poll.
Recommendation 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.
YES The Shareholder Communication Strategy (which forms part of the Company’s
Corporate Governance Plan) provides that security holders can register with the
Company to receive email notifications when an announcement is made by the
Company to the ASX, including the release of the Annual Report, half yearly
reports and quarterly reports. Links are made available to the Company’s
website on which all information provided to the ASX is immediately posted.
Contact details of the Company and share registry are available at the website
for securityholders to send communications to.
Principle 7: Recognise and manage risk
Recommendation 7.1
The board of a listed entity should:
(a)
have a committee or committees to oversee risk, each of
which:
(i)
has at least three members, a majority of whom are
independent directors; and
(ii)
is chaired by an independent director,
and disclose:
(iii) the charter of the committee;
(iv)
the members of the committee;and
YES (a)
The Company has an Audit & Risk Committee which:
(i)
comprises three members, all of whom are Non-Executive
Directors and the majority of whom are non-independent
Directors; and
(ii)
is chaired by an independent Director, Hansjoerg Plaggemars.
(iii)
a copy of the Audit & Risk Committee Charter (which forms part
of the Corporate Governance Plan) is available on the Company’s
website;

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RECOMMENDATIONS(4TH EDITION) COMPLY EXPLANATION
(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.
(iv)
the members of the Audit & Risk Committee are Hansjoerg
Plaggemars [Chair], Ian Farmer and Rory Luff;
(v)
the Audit & Risk Committee met twice during the financial year
and all members were present.
Additionally, the full Board devotes time at Board meetings to fulfill the roles
and responsibilities associated with overseeing risk and maintaining the
Company’s risk management framework and associated internal compliance
and controlprocedures.
Recommendation 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.
YES (a)
The Audit & Risk Committee Charter (which forms part of the Corporate
Governance Plan) requires that the Audit and Risk Committee should, at
least annually, satisfy itself that the Company’s risk management
framework continues to be sound.
(b)
The Audit & Risk Committee Charter (which forms part of the Corporate
Governance Plan) requires the Company to disclose at least annually
whether such a review of the Company’s risk management framework
has taken place. A review will be conducted during the 2021 year.
Recommendation 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.
YES (a)
The Company does not have an internal audit function. The Audit & Risk
Committee Charter (which forms part of the Corporate Governance
Plan) provides for the Audit and Risk Committee to monitor the need for
an internal audit function.
(b)
As set out in Recommendation 7.1, the Audit & Risk Committee is
responsible for overseeing the establishment and implementation of
effective governance, risk management and internal control systems to
manage the Company’s material business risks and for reviewing and
monitoring the Company’s application of those systems. The Board
devotes time at Board meetings to fulfilling the roles and responsibilities
associated with overseeing risk and maintaining the entity’s
governance, risk management framework and associated internal
compliance and controlprocedures.

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RECOMMENDATIONS(4TH EDITION) COMPLY EXPLANATION
Recommendation 7.4
A listed entity should disclose whether it has any material exposure
to environmental and social risks and, if it does, how it manages or
intends to manage those risks.
YES The Company as a mineral explorer encounters inherent risks associated with
this activity, including economic, regulatory, environmental and social
sustainability risks. The role of the Risk Committee includes an oversight on
whether the Company’s activities would have any material exposure to
economic,environmental and social sustainabilityrisks.
Principle 8: Remuneratefairly and responsibly
Recommendation 8.1
The board of a listed entity should:
(a)
have a remuneration committee which:
(i)
has at least three members, a majority of whom are
independent directors; and
(ii)
is chaired by an independent director,
and disclose:
(iii) the charter of the committee;
(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.
YES (a)
The Company has a Remuneration Committee which:
(i)
comprises three members, all of whom are Non-Executive
Directors and the majority of whom are independent Directors;
and
(ii)
is chaired by, Reinout Koopmans who is an independent Director;
(iii)
The Company’s Remuneration Committee Charter (which forms
part of the Company’s Corporate Governance Plan) is available on
the Company’s website;
(iv)
The members of the Remuneration Committee Reinout
Koopmans [independent Chair], Ian Farmer [non-independent
member] and Rory Luff [not an independent member]; and
(v)
The Remuneration Committee met four times during the financial
year and one member wasn’t present for one meeting.
The Remuneration Committee attends to processes to set the level and
composition of remuneration for Directors and senior executives and
ensuring that such remuneration is appropriate and not excessive. The
Remuneration Committee assesses the level and composition of
remuneration for Directors and senior executives.
Recommendation 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.
YES The Company’s Remuneration Policy (which forms part of the Corporate
Governance Plan) requires the Board to disclose its policies and practices
regarding the remuneration of Directors and senior executives, which is
disclosed on the Company’s website as well as in the Company’s Annual Report.
Recommendation 8.3

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RECOMMENDATIONS(4TH EDITION) COMPLY EXPLANATION
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 thatpolicyor a summaryof it.
YES The Company’s equity-based remuneration scheme terms and conditions are
disclosed in the Company’s Notice of Annual General Meeting and are subject
to approval by shareholders.