TURNSTONE RESOURCES LTD — Governance Information 2020

Sep 29, 2020

Corporate Governance Statement

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Corporate Governance Statement

This Corporate Governance Statement (“Statement”) reports the governance charters and policies in place. This statement was last reviewed and approved by the Board on 30 September 2020.

Copies of the charters and policies are available at the Company’s website at www.davenportresources.com.au.

The Board of Davenport Resources Limited (“Davenport” or the “Company”) believe that effective corporate governance improves company performance in the interests of all stakeholders In determining what governance standards was appropriate, the Company has considered the ASX Corporate Governance Council’s Principles of Good Corporate Governance and Recommendations .

In line with the above, the Board has set out the way forward for the Company in its implementation of its Principles of Good Corporate Governance and Recommendations. The approach taken by the board was to set a blueprint for the Company to follow as it introduces elements of the governance process. Due to the current size of the Company and the scale of its operations it is neither practical nor economic for the adoption of all of the recommendations approved via the Board Charter. Where the Company has not adhered to the recommendations it has stated that fact in this Statement. However, this Statement sets out a mandate for future compliance when the size of the Company and the scale of its operations warrants the introduction of those recommendations.

	Principle/ Recommendation	Compliance	Reference	Commentary
	Principle1: Lay solid foundations formanagementand oversight
	Recommendation1.1 A listed entity shoulddisclose: a) the respective roles and responsibilities ofits board andmanagement; and b) thosemattersexpresslyreservedto the board and those delegatedto management.	Yes	Board Charter, Website	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. 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

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				achievement of the Company’sgoals and objectives.
	Recommendation1.2 A listed entityshould: a) undertakeappropriatechecksbefore appointing a person, or putting forwardtosecurity holders a candidate forelection,as adirector; and b) provide security holders with all material informationin its possession relevant to a decision on whether or not to elect orre-elect adirector.	Yes	Nomination Committee, Website	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 Directors provide a blend of skills and experience to 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. 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.
	Recommendation1.3 A listed entity should have a written agreementwith eachdirectorand senior executivesettingout 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.
	Recommendation1.4 The company secretary of a listed entity shouldbe accountable directly to the board, throughthechair,on allmattersto do with theproperfunctioningof theboard.	Yes	Board Charter Website	Full details of the Board’s and Company Secretary’s roles and responsibilities are contained in the Board Charter.

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Corporate Governance Statement

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Recommendation1.5 A listed entityshould: a) have a diversity policy whichincludes requirementsfor the board or a relevantcommitteeof the board to set measurableobjectives for achieving genderdiversity andto assess annually both theobjectivesand the entity’s progress in achievingthem; b) disclose that policy or a summary ofit; and c) disclose as at the end of each reportingperiod the measurable objectivesforachieving gender diversity set by theboardor a relevant committeeof the board in accordance with the entity’s diversity policy and its progress towards achievingthem,and either: 1) the respectiveproportionsofmen andwomen on the board, in seniorexecutive positions and acrossthewhole organisation (including howtheentity has defined “senior executive” for these purposes);or 2) if the entity is a “relevant employer”under the Workplace Gender Equality Act, the entity’s most recent“GenderEquality Indicators”,as defined inand published under thatAct.	No	Diversity Policy, Website	The Company recognises and respects the value of diversity at all levels of the organisation. The Company is committed to setting measurable objectives for attracting and engaging women at the Board level, in senior management and across the whole organisation when certain milestones in size and scale of the Company’s activities are achieved. The Diversity Policy adopted by the Company has not, at this stage, set any diversity targets, including for the employment of women. However, the Company has the following proportion of women appointed:  to the Board – Nil%  to senior management – 13%  to the organisation as a whole – 30% The Company recognises that diversity extends to gender, age, ethnicity and religious/cultural background. The Company comprises various nationalities. Where possible, the Company will seek to identify suitable candidates with appropriate skills for a diverse pool in the workforce.

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	Recommendation1.6: A listed entityshould: a) have and disclose a processfor periodically evaluating theperformance ofthe board, itscommitteesand individualdirectors; and b) disclose, in relation to eachreporting period, whether aperformance evaluationwas undertaken in the reportingperiod in accordance with thatprocess.	No	Board, Committee & Individuals Performance Evaluation Procedure, Website	This policy is to ensure individual Directors and the Board as a whole work efficiently and effectively in achieving their functions. It is the policy of the Board to conduct regular evaluation of individuals’ performance. At the date of this Statement, an informal evaluation of the performance of the Board and its members had been carried out.
	Recommendation1.7: A listed entityshould: a) have and disclose a processfor periodically evaluating theperformance ofits senior executives;and b) disclose, in relation to eachreporting period, whether aperformance evaluationwas undertaken in the reportingperiod in accordance with thatprocess.	No	Board , Committee & Individuals Performance Evaluation Procedure, Website	It is the Board’s responsibility to review the performance of the Managing Director against the performance objectives set by the Board. At the date of this Statement, an informal evaluation of the performance of the Managing Director had been carried out. The Managing Director is responsible for delegating performance targets for senior executives in meeting the Company’s performance objectives, and annually evaluating the performance of key executives against those targets. The Company has only one full-time senior executive. An informal review had been undertaken at the date of this Statement.
	Principle 2:Structurethe board to add value
	Recommendation2.1 The board of a listed entityshould: a) have a nominationcommittee which: 1) has at least threemembers, a majority of whom areindependent directors; and 2) is chaired by an independent director,anddisclose: 3) thecharterof thecommittee; 4) the members of thecommittee; and	No	Nomination Committee Charter, Website	The Board has established a separate Nomination Committee comprising a majority of independent Directors. The chair of the Nomination Committee is Rory Luff (whilst not considered an independent Director, the Board has deemed his experience important to the Nomination Committee) and the members are Reinout Koopmans and Hansjoerg Plaggemars. The Nomination Committee Charter can be found on the Company’s website. The Nomination Committee undertakes the responsibilityto consider

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	5) as at the end of eachreporting period,the number of times the committee met throughoutthe period andtheindividual attendances of themembersat those meetings;or b) if it does not have a nomination committee,disclose that fact and the processesitemploys to address board successionissues and to ensure that the board hasthe appropriatebalance of skills,knowledge,experience, independence anddiversityto enable it to discharge its dutiesand responsibilitieseffectively.			and address Boardsuccessionissues and to ensure that the Board hasthe appropriatebalance of skills,knowledge,experience, independence anddiversityto enable it to discharge its dutiesand responsibilitieseffectively. The Nomination Committee will deal with any conflicts of interest that may occur when discussing matters that are usually required to be considered by a Nominations Committee by ensuring that the Director with conflicting interests is not party to the relevant discussions. During the reporting year, the Board in its capacity as the Nomination Committee met twice.
	Recommendation2.2 A listed entity should have and disclose a boardskills matrix setting out the mix of skillsanddiversity that the board currently has orislooking to achieve in its membership.	No		The Company has a formal skills matrix. The Company has reviewed the skill set of its current Board to determine where the skills lie and any relevant gaps in skills shortages. The Company will work towards filling these gaps through professional development initiatives as well as seeking to identify suitable Board candidates with the required skills.
	Recommendation2.3 A listed entity shoulddisclose: a) the names of thedirectorsconsidered by the board to be independent directors; b) if adirectorhas aninterest, position, association or relationship of the type described in Box 2.3 but the board is ofthe opinion that it does not compromisethe independence of the director, thenature of theinterest, position,associationor relationship in question andanexplanation of why the board is ofthatopinion;and c) the length of service of eachdirector.	Yes	Corporate Governance Statement, Independence of Directors Assessment, website	The independent status and length of service of each Director are as follows: - Mr Ian Farmer (appointed 07/09/2020), Non-Executive Chair. Mr Farmer is considered independent. - Dr Chris Gilchrist (appointed 28/02/2017). Dr Gilchrist was appointed Managing Director on 01/03/2018 and is not considered independent. - Dr Reinout Koopmans (appointed 08/01/2019), Non-Executive Director. Dr Koopmans is considered independent. - Mr Rory Luff, Non-Executive Director (appointed 03/06/2016). Mr Luff is a substantial shareholder of the Company and is not considered to be independent. - Mr Hansjoerg Plaggemars (appointed 01/10/2019), Non-Executive Director. Mr Plaggemars is considered independent.

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				Criteria for determining independence are provided for in the Company’s Statement of Independence of Directors Assessment.
	Recommendation2.4 A majority of the board of a listed entity shouldbe independentdirectors.	No	Independence of Directors Assessment Website	As described in Recommendation 2.3 above, the Company does not have a majority of independent Directors in the current Board. It is the view of Directors that, as the Company grows in scale and scope of its activities, the Company would be able to attract independent Directors with appropriate skills to the Board.
	Recommendation2.5 The chair of the board of a listed entity shouldbe an independentdirectorand, in particular,should not be the same person as theCEOoftheentity.	No	Independence of Directors Assessment, Website	The Chairperson is considered to be an independent Director and is not the CEO/Managing Director.
	Recommendation2.6 A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively.	Yes	Internal Director Induction Program	It is the policy of the Company that each new Director undergoes an induction process where they are introduced to the culture and values of the Company. Directors will be provided with a manual that includes information on the Company’s Board Charter, Committees Charters, Policies and the Company’s constitution. In order to achieve continuing improvement in Board performance, all Directors are encouraged to undergo continual professional development, particularly in skills outside their discipline. Directors have the right, in connection with discharge of their duties and responsibilities, to seek external professional advice at the Company’s expense within guidelines provided in the Company’s Board Charter.
	Principle 3: Act ethically andresponsibly
	Recommendation3.1 A listed entityshould: a) have a code of conduct for its directors,senior executives and employees;and b) disclose that code or a summaryofit.	Yes	Code of Conduct, Website	As part of its commitment to recognising the interests of stakeholders, the Company has established a Code of Conduct to guide compliance with legal and other obligations to stakeholders. These stakeholders include employees, clients, customers, government authorities, creditors and the community as whole.

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	Principle 4: Safeguard integrity in corporatereporting
	Recommendation4.1 The board of a listed entityshould:(a) have an auditcommittee which: a) has at least threemembers,allof whom are non-executivedirectors and a majority of whom areindependent directors; and 1) is chaired by an independent director,who is not the chair of the board, anddisclose: 2) thecharterof thecommittee; 3) the relevant qualificationsand 4) experience of the members ofthe committee; and 5) in relation to eachreporting period, thenumber of times the committeemetthroughoutthe period andtheindividual attendances of themembersat those meetings;or b) if it does not have an auditcommittee, disclose that fact and the processesit employs that independently verifyand safeguard the integrity of itscorporate reporting,including the processes for theappointment and removal of the externalauditor and the rotation of the auditengagementpartner.	No	Audit & Risk Committee Charter, Website	The Board has established a separate Audit & Risk Committee comprising a majority of independent Directors. The chair of the Audit & Risk Committee is Hanjoerg Plaggemars (independent Director who is not the Chair of the Company) and the members are Ian Farmer and Rory Luff. The experience of the Chair and members of the Audit & Risk Committee are such that they are the most suitable candidates (out of the full Board) for the Audit & Risk Committee. The Audit & Risk Committee Charter can be found on the Company’s website. During the reporting year, the Audit & Risk Committee met twice.
	Recommendation4.2 The board of a listed entity should, beforeit approves the entity’s financialstatements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, thefinancialrecords of the entityhave been	Yes		The Board complies with this recommendation to receive the declaration as provided for in this recommendation from persons performing the role of the CEO and the CFO.

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	properlymaintained and that the financial statementscomply with theappropriate accountingstandardsand give a true and fair view ofthefinancial position and performanceof theentityand that the opinion has been formed onthebasis of a sound system of riskmanagementand internal control which isoperating effectively.
	Recommendation4.3 A listed entity that has an AGM should ensurethat its external auditor attends its AGMandis available to answer questions fromsecurity holders relevant to theaudit.	Yes	Shareholder Communications Policy, Website	The external auditor will be invited to attend every AGM for the purpose of answering questions from security holders relevant to the audit.
	Principle 5: Make timely and balanced disclosure
	Recommendation5.1 A listed entityshould: a) have a written policy for complying withitscontinuous disclosure obligationsunderthe Listing Rules;and b) disclose that policy or a summary ofit.	Yes	Continuous Disclosure Policy, Website	The Board has designated the Company Secretary as the person responsible for overseeing and coordinating disclosure of information to the ASX as well as communicating with the ASX. In accordance with the ASX Listing Rules the Company will immediately notify the ASX of information: 1. concerning the Company that a reasonable person would expect to have a material effect on the price or value of the Company’s securities; and 2. that would, or would be likely to, influence persons who commonly invest in securities in deciding whether to acquire or dispose of the Company’s securities.
	Principle 6: Respect the rights of security holders
	Recommendation6.1 A listed entity should provideinformation aboutitself and its governance to investors viaitswebsite.	Yes	Shareholder Communications Policy, Website	The Company provides information about itself and its governance to investors via its website, and as provided for in the Company’s Shareholder Communications Policy.

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	Recommendation6.2 A listed entity should design and implement aninvestor relationsprogramto facilitate effectivetwo-waycommunicationwith investors.	Yes	Shareholder Communication Policy and Continuous Disclosure Policy, Website	The Continuous Disclosure Policy adopted by the Company will ensure that investors are fully informed on the activities of the Company. The Company has also made available contact details (telephone and email) for shareholders to make enquiries of the Company and maintains a list for shareholders and others to receive communications and notice of ASX announcements The Managing Director has been designated the person responsible for all investor relations communications. An Investor Relations firm is engaged to advise and assist with shareholder communication.
	Recommendation6.3 A listed entity should disclose thepolicies and processes it has in place to facilitateand encourageparticipationat meetings of security holders.	Yes	Shareholder Communication Policy Website	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.
	Recommendation6.4 A listed entity should give security holders theoption to receivecommunicationsfrom andsendcommunicationsto, the entity anditssecurityregistry electronically.	Yes	Shareholder Communication Policy Website	Shareholders are given the opportunity to receive communications electronically. 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
	Recommendation7.1 The board of a listed entityshould: a) have acommitteeorcommitteesto overseerisk, each ofwhich: 1) has at least threemembers, a majority of whom areindependent directors; and 2) is chaired by an independent director,anddisclose: 3) thecharterof thecommittee; 4) the members of thecommittee; and	No	Audit & Risk Committee Charter, Website	The Board has established a separate Audit & Risk Committee comprising a majority of independent Directors. The chair of the Audit & Risk Committee is Hanjoerg Plaggemars (an independent Director) and the members are Ian Farmer and Rory Luff (the majority of whom are independent Directors). The Audit & Risk Committee Charter can be found on the Company’s website. Matters that are usually required to be considered by a Risk Committee will be discussed at a separate meeting if required. When the Audit & Risk Committee meets, it will undertake those functions which are delegated to it in the Company’s Risk Committee Charter. The Audit &

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	5) as at the end of eachreporting period,the number of times the committee met throughoutthe period andtheindividual attendances of themembersat those meetings;or b) if it does not have a riskcommitteeor committeesthat satisfy (a) above, disclosethat fact and the processes it employsforoverseeing the entity’s risk managementframework.			Risk Committee will deal with any conflicts of interest that may occur when convening in the capacity of the Risk Committee by ensuring that the Director with conflicting interests is not party to the relevant discussions. During the reporting year, the Audit & Risk Committee met twice.
	Recommendation7.2 The board or acommitteeof the board should: a) review the entity’s riskmanagement frameworkat least annually to satisfy itselfthat it continues to be sound; and b) disclose, in relation to eachreporting period, whether such a review has takenplace.	No	Audit & Risk Committee Charter, Website	The Company’s Audit & Risk Committee Charter provides for the Committee to at least annually assess the effectiveness of risk management systems and controls in place. No review was undertaken in the reporting year just ended, however, the Company incorporates aspects of risk assessment into regular Board Meetings.
	Recommendation7.3 A listed entity shoulddisclose: a) if it has an internal audit function,how the function isstructuredand what roleitperforms; or b) if it does not have an internalaudit function, that fact and the processesit employs for evaluating and continually improving the effectiveness of itsrisk managementand internalcontrol processes.	No	Audit and Risk Committee Charter, Website	Given the size of the Company and the scale of its proposed activities, the Company does not intend to have an internal audit function. The roles of the Audit & Risk Committee together with the audit procedures conducted by the external auditor are considered adequate to evaluate and improve the effectiveness of the Company’s risk management and internal control processes.
	Recommendation7.4 A listed entity should disclose whether ithas any materialexposure toeconomic, environmental and social sustainability risks	Yes	Audit & Risk Committee Charter, Website	The Company as a mineral explorer encounters inherent risks associated with this activity, including economic, regulatory, environmental and social sustainability risks.

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	and, if it does, how it manages or intends tomanage thoserisks.			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: Remunerate fairly and responsibly
	Recommendation8.1 The board of a listed entityshould: a) have aremuneration committee which: 1) has at least threemembers, a majority of whom areindependent directors; and 2) is chaired by an independent director, anddisclose: 3) thecharterof thecommittee; 4) the members of thecommittee; and 5) as at the end of eachreporting period, the number of times the committeemetthroughoutthe period andtheindividual attendances of themembersat thosemeetings; or b) if it does not have aremuneration committee,disclose that fact andthe processes it employs for settingthe level and composition ofremuneration fordirectorsand senior executivesand ensuring that suchremuneration is appropriateand not excessive.	No	Remuneration Committee Charter, Website	The Board has established a separate Remuneration Committee comprising a majority of independent Directors. The chair of the Remuneration Committee is Reinout Koopmans (an independent Director) and the members are Ian Farmer and Rory Luff (the majority of whom are independent Directors). When the Remuneration Committee meets it will undertake those functions which are delegated to it in the Company’s Remuneration Committee Charter. The Remuneration Committee will deal with any conflicts of interest that may occur when convening in the capacity of the Remuneration Committee by ensuring that the Director with conflicting interests is not party to the relevant discussions. The Remuneration Committee Charter can be found on the Company’s website. During the reporting year, the Remuneration Committee met three times.
	Recommendation8.2 A listed entity should separately discloseits policies and practices regardingthe remunerationof non-executivedirectors andtheremunerationof executive directors andother seniorexecutives.	Yes	Remuneration Policy	Non-Executive Directors are to be paid their fees out of the maximum aggregate amount approved by shareholders for the remuneration of Non-Executive Directors. The Managing Director’s remuneration is set by the Board with the executive director in question not present.

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Corporate Governance Statement

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				Full details regarding the remuneration of Directors and senior executives are included in the Remuneration Report within the Annual Report.
	Recommendation 8.3 A listed entity which has an equity-based remuneration scheme should: a) have apolicy 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	Securities Trading Policy, Website	The Company has an Employee Security Ownership Plan. The Company has a Securities Trading Policy, the terms of which includes a general prohibition for persons participating in the Employee Security Ownership Plan from entering any arrangement for the purpose of hedging or otherwise limiting the economic risk of the securities granted.

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