VERITY RESOURCES LIMITED - Governance Information 2016

ABN 96 122 995 073

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ASX Code: BML

TO: COMPANY ANNOUNCEMENTS OFFICE ASX LIMITED DATE: 3 OCTOBER 2016

APPENDIX 4G AND CORPORATE GOVERNANCE STATEMENT

Attached is an Appendix 4G and Corporate Governance Statement for Botswana Metals Limited as required by ASX Listing Rules 4.7.3 and 4.7.4.

Pat Volpe Chairman

Botswana Metals Limited

Mailing Address Suite 3, 16 Cotham Road, Kew, Victoria 3101

Registered Office Suite 506, Level 5, 1 Princess Street, Kew, Victoria 3101 P: +61 3 9855 1885; F: +61 3 9855 2885 Email [email protected]

www.botswanametals.com.au

Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Name of entity	Name of entity
BOTSWANA METALS LIMITED
ABN/ARBN		Financialyear ended
122 995 073		30 JUNE 2016

Our corporate governance statement[2] for the above period above can be found at:[3]

 these pages of our annual report: _________  this URL on our website: - - http://botswanametals.com.au/wp content/uploads/2016/02/corporate_governance_statement 1.pdf

The Corporate Governance Statement is accurate and up to date as at 30 September 2016 and has been approved by the board.

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

Date here: 30 September 2016 Sign here: _______ Company secretary Print name: Ramon Jimenez

1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.

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 rule 4.10.3.

2 “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.

3 Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity’s corporate governance statement can be found.

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

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Corporate Governance Council recommendation We have followed the recommendation in full for the We have NOT followed the recommendation in full
whole of the period above. We have disclosed … for the whole of the period above. We have disclosed
…
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should disclose: … the fact that we follow this recommendation:  an explanation why that is so in our Corporate
(a) the respective roles and responsibilities of its  in our Corporate Governance Statement OR Governance Statement OR
board and management; and
(b) those matters expressly reserved to the board and  at this location:  we are an externally managed entity and this
recommendation is therefore not applicable
those delegated to management. ______
Insert location here
… and information about the respective roles and
responsibilities of our board and management (including
those matters expressly reserved to the board and those
delegated to management):
 at this location:
Corporate Governance Statement
1.2 A listed entity should: … the fact that we follow this recommendation:  an explanation why that is so in our Corporate
(a) undertake appropriate checks before appointing a  in our Corporate Governance Statement OR Governance Statement OR
person, or putting forward to security holders a
candidate for election, as a director; and  at this location:  we are an externally managed entity and this
recommendation is therefore not applicable
(b) provide security holders with all material information in its possession relevant to a ______ Insert location here
decision on whether or not to elect or re-elect a
director.
1.3 A listed entity should have a written agreement with … the fact that we follow this recommendation:  an explanation why that is so in our Corporate
each director and senior executive setting out the
 in our Corporate Governance Statement OR Governance Statement OR
terms of their appointment.
 at this location:  we are an externally managed entity and this
recommendation is therefore not applicable
_________
Insert location here
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Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …
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. … the fact that we follow this recommendation: in our Corporate Governance Statement OR  at this location: _________ Insert location here  an explanation why that is so in our Corporate Governance Statement OR  we are an externally managed entity and this recommendation is therefore not applicable

1.5	A listed entity should: (a) have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them; (b) disclose that policy or a summary of it; and (c) disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity’s diversity policy and its progress towards achieving them and either: (1) 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); or (2) 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.	… the fact that we have a diversity policy that complies with paragraph (a):  in our Corporate Governance Statement OR  at this location: ______ Insert location here_ … and a copy of our diversity policy or a summary of it:  at this location: ______ _Insert location here … the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with our diversity policy and our progress towards achieving them:  in our Corporate Governance Statement OR  at this location: ______ Insert location here_ … and the information referred to in paragraphs (c)(1) or (2):  in our Corporate Governance Statement OR  at this location: _______	an explanation why that is so in our Corporate Governance Statement OR  we are an externally managed entity and this recommendation is therefore not applicable

Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …
Insert location here
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 the reporting period in accordance with that process. … the evaluation process referred to in paragraph (a): in our Corporate Governance Statement OR  at this location: ______ Insert location here_ … and the information referred to in paragraph (b): in our Corporate Governance Statement OR  at this location: ______ _Insert location here  an explanation why that is so in our Corporate Governance Statement OR  we are an externally managed entity and this recommendation is therefore not applicable
1.7	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of its senior executives; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	… the evaluation process referred to in paragraph (a): in our Corporate Governance Statement OR  at this location: ______ Insert location here_ … and the information referred to in paragraph (b): in our Corporate Governance Statement OR  at this location: ______ _Insert location here	 an explanation why that is so in our Corporate Governance Statement OR  we are an externally managed entity and this recommendation is therefore not applicable

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Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …
PRINCIPLE 2- STRUCTURE THE BOARD TO 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.	[If the entity complies with paragraph (a):] … the fact that we have a nomination committee that complies with paragraphs (1) and (2):  in our Corporate Governance Statement OR  at this location: ______ Insert location here_ … and a copy of the charter of the committee:  at this location: ______ _Insert location here … and the information referred to in paragraphs (4) and (5):  in our Corporate Governance Statement OR  at this location: ______ Insert location here_ [If the entity complies with paragraph (b):] … the fact that we do not have a nomination committee and the processes we employ 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 OR  at this location: ______ _Insert location here	 an explanation why that is so in our Corporate Governance Statement OR  we are an externally managed entity and this recommendation is therefore not applicable

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Corporate Governance Council recommendation We have followed the recommendation in full for the We have NOT followed the recommendation in full
whole of the period above. We have disclosed … for the whole of the period above. We have disclosed
…
2.2 A listed entity should have and disclose a board skills … our board skills matrix:  an explanation why that is so in our Corporate
matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its  in our Corporate Governance Statement OR Governance Statement OR
membership.  at this location:  we are an externally managed entity and this
______ recommendation is therefore not applicable
Insert location here
2.3 A listed entity should disclose: … the names of the directors considered by the board to be  an explanation why that is so in our Corporate
(a) the names of the directors considered by the independent directors: Governance Statement
board to be independent directors;  in our Corporate Governance Statement OR
(b) if a director has an interest, position, association
or relationship of the type described in Box 2.3  at this location:
but the board is of the opinion that it does not compromise the independence of the director, ______ Insert location here
the nature of the interest, position, association or
relationship in question and an explanation of … where applicable, the information referred to in
why the board is of that opinion; and paragraph (b):
(c) the length of service of each director.  in our Corporate Governance Statement OR
 at this location:
______
Insert location here
… the length of service of each director:
 in our Corporate Governance Statement OR
 at this location:
Annual Report of the Company
2.4 A majority of the board of a listed entity should be … the fact that we follow this recommendation:  an explanation why that is so in our Corporate
independent directors.
 in our Corporate Governance Statement OR Governance Statement OR
 at this location:  we are an externally managed entity and this
recommendation is therefore not applicable
______
Insert location here
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Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …
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. … the fact that we follow this recommendation:  in our Corporate Governance Statement OR  at this location: _________ Insert location here an explanation why that is so in our Corporate Governance StatementOR  we are an externally managed entity and this recommendation is therefore not applicable
2.6 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. … the fact that we follow this recommendation: in our Corporate Governance Statement OR  at this location: _________ Insert location here  an explanation why that is so in our Corporate Governance Statement OR  we are an externally managed entity and this recommendation is therefore not applicable
PRINCIPLE 3– ACT ETHICALLY AND RESPONSIBLY
3.1 A listed entity should: (a) have a code of conduct for its directors, senior executives and employees; and (b) disclose that code or a summary of it. … our code of conduct or a summary of it:  in our Corporate Governance Statement OR  at this location: _________ Insert location here an explanation why that is so in our Corporate Governance Statement
PRINCIPLE 4– SAFEGUARD INTEGRITY IN CORPORATE REPORTING
4.1	The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met	[If the entity complies with paragraph (a):] … the fact that we have an audit committee that complies with paragraphs (1) and (2):  in our Corporate Governance Statement OR  at this location: ______ Insert location here_ … and a copy of the charter of the committee:  at this location: ______ _Insert location here	an explanation why that is so in our Corporate Governance Statement

Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …
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. … and the information referred to in paragraphs (4) and (5):  in our Corporate Governance Statement OR  at this location: ______ Insert location here_ [If the entity complies with paragraph (b):] … the fact that we do not have an audit committee and the processes we employ that independently verify and safeguard the integrity of our corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner:  in our Corporate Governance Statement OR  at this location: ______ _Insert location here
4.2	The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.	… the fact that we follow this recommendation: in our Corporate Governance Statement OR  at this location: _________ Insert location here	 an explanation why that is so in our Corporate Governance Statement

Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …
4.3 A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit. … the fact that we follow this recommendation: in our Corporate Governance Statement OR  at this location: _________ Insert location here  an explanation why that is so in our Corporate Governance Statement OR  we are an externally managed entity that does not hold an annual general meeting and this recommendation is therefore not applicable
PRINCIPLE 5– MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should: (a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and (b) disclose that policy or a summary of it. … our continuous disclosure compliance policy or a summary of it:  in our Corporate Governance Statement OR  at this location: _________ Insert location here an explanation why that is so in our Corporate Governance Statement
PRINCIPLE 6– RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about itself and its governance to investors via its website. … information about us and our governance on our website: at this location: http://www.botswanametals.com.au/  an explanation why that is so in our Corporate Governance Statement
6.2	A listed entity should design and implement an investor relations program to facilitate effective two- way communication with investors.	… the fact that we follow this recommendation: in our Corporate Governance Statement OR  at this location: _________ Insert location here	 an explanation why that is so in our Corporate Governance Statement

Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …
6.3 A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders. … our policies and processes for facilitating and encouraging participation at meetings of security holders: in our Corporate Governance Statement OR  at this location: _________ Insert location here  an explanation why that is so in our Corporate Governance Statement OR  we are an externally managed entity that does not hold periodic meetings of security holders and this recommendation is therefore not applicable
6.4 A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically. … the fact that we follow this recommendation: in our Corporate Governance Statement OR  at this location: _________ Insert location here  an explanation why that is so in our Corporate Governance Statement
PRINCIPLE 7– RECOGNISE AND MANAGE RISK
7.1	The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings;OR (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.	[If the entity complies with paragraph (a):] … the fact that we have a committee or committees to oversee risk that comply with paragraphs (1) and (2):  in our Corporate Governance Statement OR  at this location: ______ Insert location here_ … and a copy of the charter of the committee:  at this location: ______ _Insert location here … and the information referred to in paragraphs (4) and (5):  in our Corporate Governance Statement OR  at this location: _________	 an explanation why that is so in our Corporate Governance Statement

Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …
Insert location here [If the entity complies with paragraph (b):] … the fact that we do not have a risk committee or committees that satisfy (a) and the processes we employ for overseeing our risk management framework: in our Corporate Governance Statement OR  at this location: _________ Insert location here
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 (b) disclose, in relation to each reporting period, whether such a review has taken place. … the fact that we follow this recommendation: in our Corporate Governance Statement OR  at this location: _________ Insert location here  an explanation why that is so in our Corporate Governance Statement
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 risk management and internal control processes.	[If the entity complies with paragraph (a):] … how our internal audit function is structured and what role it performs:  in our Corporate Governance Statement OR  at this location: ______ Insert location here_ [If the entity complies with paragraph (b):] … the fact that we do not have an internal audit function and the processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control processes: in our Corporate Governance Statement OR  at this location: _______	 an explanation why that is so in our Corporate Governance Statement

Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …
Insert location here
7.4 A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks. … whether we have any material exposure to economic, environmental and social sustainability risks and, if we do, how we manage or intend to manage those risks: in our Corporate Governance Statement OR  at this location: _________ Insert location here  an explanation why that is so in our Corporate Governance Statement
PRINCIPLE 8– REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings;OR (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.	[If the entity complies with paragraph (a):] … the fact that we have a remuneration committee that complies with paragraphs (1) and (2):  in our Corporate Governance Statement OR  at this location: ______ Insert location here_ … and a copy of the charter of the committee:  at this location: ______ _Insert location here … and the information referred to in paragraphs (4) and (5):  in our Corporate Governance Statement OR  at this location: _________ Insert location here [If the entity complies with paragraph (b):] … the fact that we do not have a remuneration committee and theprocesses we employfor settingthe level and	 an explanation why that is so in our Corporate Governance Statement OR  we are an externally managed entity and this recommendation is therefore not applicable

Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …
composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive: in our Corporate Governance Statement OR  at this location: _________ Insert location here
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. … separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives: in our Corporate Governance Statement OR  at this location: _________ Insert location here  an explanation why that is so in our Corporate Governance Statement OR  we are an externally managed entity and this recommendation is therefore not applicable
8.3	A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.	… our policy on this issue or a summary of it: in our Corporate Governance Statement OR  at this location: _________ Insert location here	 an explanation why that is so in our Corporate Governance Statement OR  we do not have an equity-based remuneration scheme and this recommendation is therefore not applicable OR  we are an externally managed entity and this recommendation is therefore not applicable

Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
- Alternative to Recommendation 1.1 for externally managed listed entities: The responsible entity of an externally managed listed entity should disclose: (a) the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements. … the information referred to in paragraphs (a) and (b):  in our Corporate Governance Statement OR  at this location: _________ Insert location here  an explanation why that is so in our Corporate Governance Statement
-	Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities: An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager.	… the terms governing our remuneration as manager of the entity:  in our Corporate Governance Statement OR  at this location: _________ Insert location here	 an explanation why that is so in our Corporate Governance Statement

Corporate Governance Statement

Botswana Metals Limited (“the Company”) has prepared this statement that sets out its corporate governance practices during the financial year to 30 June 2016.

The Company has adopted and substantially complies with the ASX Corporate Governance Principles and Recommendations (Third Edition) (“the Recommendations”) to the extent appropriate to the size and nature of the operations of the Company and its controlled entities.

This statement is current as at 30 September 2016 and has been approved by the Board of Directors of the Company.

The various charters and policies are all available upon request from the Company.

ASX Recommendation Status Reference / Comment	ASX Recommendation Status Reference / Comment	ASX Recommendation Status Reference / Comment	ASX Recommendation Status Reference / Comment
Principle 1 – Lay solid foundations for management and oversight
1.1	A listed entity should disclose: (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.	Complying	The Board’s role is to govern the Company rather than to manage it. It is the role of senior management to manage the Company in accordance with the direction and delegations of the Board and the responsibility of the Board to oversee the activities of management in carrying out these delegated duties. The Board’s responsibilities include:  Leadership of the organisation.  Strategy formulation.  Overseeing planning activities.  Shareholder liaison.  Monitoring compliance and risk management.  Company finances.  Human resources.  Remuneration policy. The Board has delegated the responsibility for management of the Company to the Executive Chairman and senior management who implement the Board’s strategies and compliance activities. The Board constantly monitors the performance of the Executive Chairman and senior management in their undertaking of these duties.
1.2	A listed entity should: (a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and (b) provide security holders with all material information in its possession relevant to a decision whether or not to elect or re-elect a director.	Complying	Appropriate checks will be undertaken on any candidate standing for election as a director and any material adverse information revealed by those checks will be provided to shareholders including any matters that may impact on the candidate’s ability to act independently or in the best interests of the Company. In the case of any director standing for election or re-election the Company will provide information to shareholders to enable them to make an informed decision regarding the matter. Information may include the relevant qualifications and experience of the

	ASX Recommendation	Status	Reference / Comment
			period, details of directorships of other listed entities within the past three years, whether the person is considered independent and a recommendation by the Board whether to vote for or against the election or re-election
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	Complying	In respect of all directors and executives there is either:  a written agreement;  a letter of appointment; or  a formal job description, setting out the terms of appointment.
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	Complying	The Company Secretary provides administrative assistance to the Board and manages the relationship between the Company and the ASX, other regulators, the Company’s share registry and other service providers. The Company Secretary assists in the conduct of Board meetings by despatching agendas and board papers and taking minutes of the meetings. All Directors have access to the Company Secretary who is accountable to the Board. The Board has the power to appoint or remove the Company Secretary.
1.5	A listed entity should: (a) have a diversity policy which includes requirements for the Board or a relevant committee of the Board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them; (b) disclose that policy or a summary of it; and (c) disclose as at the end of each reporting period the measurable objectives to achieving gender diversity set by the Board or a relevant committee of the Board in accordance with the entity’s diversity policy and its progress towards achieving them and either: (i) the respective proportions of men and women on the Board, in senior	Part Complying	Due to the size and nature of its operations the Company has not adopted a gender diversity policy. The Group’s workforce is comprised of people from different backgrounds with a range of skills, values and experiences. Diversity includes, but is not limited to, gender, age, ethnicity and cultural background. The Company is committed to providing an environment in which all employees are treated with fairness and respect, and have equal access to opportunities available in the workplace. The Group maintains an office at Selebi Phikwe that provides the opportunity to increase community participation in the Group’s workforce. As at 30 June 2016 the Group had 10 employees of which ten were female. There are three Directors on the Board and none are female. It is not considered practical to set measurable targets with regard to diversity at this pointintime. The Companyis

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ASX Recommendation Status Reference / Comment
executive positions nonetheless committed to recruiting
and across the employees from a diverse pool of qualified
whole organisation candidates.
(including how the
entity has defined A senior executive is the CEO and those
“senior executive”) executives that report to the CEO.
for these purposes);
or All executives, managers and employees are
(ii) if the entity is a responsible for promoting workforce diversity.
“relevant employer”
under the Workplace
Gender Equality Act,
the entity’s most
recent “Gender
Equality Indicators”,
as defined in and
published under that
Act.
1.6 A listed entity should: Complying The Board is responsible for evaluating its
(a) have and disclose a performance and in doing so may engage
process for periodically independent external advisers if thought
evaluating the appropriate to do so.
performance of the
Board, its committees The Board has a formal process to evaluate
and individual directors; the performance of directors at least annually
and and such performance is monitored on a
(b) disclose, in relation to regular basis with appropriate feedback and
each reporting period, necessary training given to such executives.
whether a performance
evaluation was A performance evaluation of the directors
undertaken in was undertaken during the year.
accordance with that
process.
1.7 A listed entity should: Complying The Board is responsible for evaluating the
(a) have and disclose a performance of senior executives and in
process for periodically doing so may engage independent external
evaluating the advisers if thought appropriate to do so.
performance of its
senior executives; and The Board has a formal process to evaluate
(b) disclose, in relation to the performance of senior executives and
each reporting period, such performance is monitored on a regular
whether a performance basis with appropriate feedback and
evaluation was necessary training given to such executives.
undertaken in the
reporting period in A performance evaluation of senior
accordance with that executives was undertaken during the year.
process.
Principle 2 – Structure the Board to add value
2.1 The Board of a listed entity Complying Due to the size and nature of its operations,
should: the Company does not have a nomination
(a) have a nomination committee. The Board fulfills the role of a
committee which: nomination committee.
(i) has at least three
members, a majority The Board understands the benefits in having
of whom are a diversity of Directors with a mix of skills,
independent knowledge, experience and independence to
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	ASX Recommendation	Status	Reference / Comment
	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 those 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.		enable the Board to discharge its duties and responsibilities effectively. The Board will seek external advice where necessary in connection with the recruitment and appointment of additional Directors.
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the Board currently has or is looking to achieve in its membership	Part Complying	The Company has not disclosed a Board skills matrix. Instead, in the Director’s Report included in the Annual Report of the Company, the skills, experience and expertise of each Director is disclosed. The Company seeks a diverse Board with differing skills, knowledge, experience and independence to enable the Board to discharge its duties and responsibilities effectively and add value for shareholders.
2.3	A listed entity should disclose: (a) the names of the directors considered to be independent directors; (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	Complying	The Board considers that Mr Massimo L Cellante and Dr Paul Woolrich are independent Directors having regard to the factors described in Box 2.3. Dr Woolrich occasionally provides consultancy services to the Company in addition to his services as a non-executive Director and the fees paid for those services are disclosed in the Annual Report. The Board is satisfied that the fees paid to Dr Woolrich are of a level which does not compromise his independence.

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ASX Recommendation Status Reference / Comment
independence of the Mr Cellante, through related companies, is a
director, the nature of substantial shareholder with a voting power of
the interest, position or 6.38% at the date of this statement. However
association or the Board is satisfied that this interest does
relationship in question not compromise his independence given that
and an explanation of he is a non-executive Director and is not
why the Board is of that involved in day-to-day management.
opinion; and
(c) the length of service of The period of service of each Director is set
each director. out in the Director’s Report including in the
Annual Report of the Company.
2.4 A majority of the Board of a Complying The Board comprises three Directors, of
listed entity should be which two are considered to be independent
independent directors. and non-executive.
2.5 The Chair of the Board of a Non Mr Patrick J Volpe has been the Chairman of
listed entity should be an Complying the Company since 2007. He is not
independent director and, in considered by the Board to be an
particular, should not be the independent director.
same person as the CEO of
the entity. Mr Volpe as Executive Chairman performs
the function of a Chief Executive Officer.
The non-executive Directors are satisfied that
Mr Volpe is the most appropriate person for
the position of Chairman at this stage in the
Company’s development and that Mr Volpe’s
expertise and relationship with relevant
stakeholders in Botswana (including the
Government, BCL Limited and local
authorities) negates any perceived lack of
independence.
2.6 A listed entity should have a Complying Newly appointed Directors will be provided
program for inducting new with an effective induction process during
directors and provide which they receive information on the
appropriate professional Company’s strategies, objectives and
development opportunities operations.
for directors to develop and
maintain the skills and All Directors have ongoing access to
knowledge needed to information on the Company’s activities and
perform their role as operations.
directors effectively.
Directors collectively or individually have the
right to seek independent professional advice
at the Company’s expense to assist them to
carry out their responsibilities. The written
approval of the Chairman must be obtained
before any expenditure is incurred on behalf
of the Company. Directors are also able to
request the assistance of the Company
Secretary to enable them to fulfil their duties.
Principle 3 – Promote ethical and responsible decision-making
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ASX Recommendation Status Reference / Comment
3.1 A listed entity should: Part Due to the size of the Company and the
(a) have a code of conduct Complying nature of its operations, the Board does not
for its directors, senior consider that a formal Code of Conduct for
executives and Directors, Executives and Employees is
employees; and required.
(b) disclose that code or a
summary of it. Rather, it is agreed by the Board that all
officers of the Company will act ethically and
in the best interests of the Company. In
maintaining the highest standards of
corporate governance and ethical conduct
directors, executives and employees are
required to:
 act honestly and in good faith;
 exercise due care and diligence in
fulfilling the functions of office;
 avoid conflicts and make full disclosure
of any possible conflict of interest;
 comply with the law;
 encourage the reporting and
investigating of unlawful and unethical
behavior; and
 comply with the Company’s Securities
Trading Policy.
Directors are obliged to be independent in
judgment and take all reasonable steps to
see that due care is taken by the Board in
making sound decisions.
The Company has a Securities Trading Policy
that regulates dealings by directors, officers
and employees in shares, options and other
securities issued by the Company.
Under the Policy an executive, director,
company secretary or employee must not
trade in any securities when they are in
possession of unpublished price sensitive
information in relation to those securities.
Approval of the Board must be obtained
before securities and purchased or sold. The
purpose of the policy is to enhance
awareness of, and compliance with, legal
restrictions on the trading in securities while
in possession of unpublished price sensitive
information.
Principle 4 – Safeguard integrity in financial reporting
4.1 The board of a listed entity Part The Company has established an Audit and
should: Complying Compliance Committee. The members of the
(a) have an audit committee Committee as at 30 June 2016 were Mr
which: Patrick J Volpe (Executive Chairman) and Mr
(i) has at least three Massimo L Cellante (Non-executive Director).
members, all of
whom are non- Mr Massimo L Cellante is considered to be an
executive directors independent Director.
and a majority of
whom are
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	ASX Recommendation	Status	Reference / Comment
	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 those members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employees 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.		The Board selected the members of the Committee based upon those Directors considered to have the most expertise in the area. The Committee was established by the Board to give additional assurance regarding the quality and reliability of financial information used by the Board. The members of the Committee meet on an ad hoc basis as required. The qualifications and experience of the members of the Committee are set out in the Director’s Report included in the Annual Report. Details of the meetings of the Committee are set out in the Director’s Report included in the Annual Report of the Company. The Committee does not have a formal charter.
4.2	The Board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.	Complying	The persons performing the CEO and CFO functions provide written declarations to the Board confirming that, in their opinion, the financial records of the entity have been properly maintained, that the financial statements comply with 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. The Board reviews all financial statements and then approves them for issue. The Board does and will continue to seek these declarations prior to approving the half- year and annual financial statements.

ASX Recommendation Status	ASX Recommendation Status	ASX Recommendation Status	Reference / Comment
4.3 A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit. Complying			The Company makes arrangements for its external auditor to attend the AGM and shareholders are given a reasonable opportunity to ask the auditor questions.
Principle 5 – Make timely and balanced disclosure
5.1 A listed entity should: (a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and (b) disclose that policy or a summary of it. Part Complying			Due to the size of the Company and the nature of its operations, the Company achieves compliance with its continuous disclosure obligations without the need for formal policies and procedures, however there are specific processes followed by the Board and officers with regard to ensuring that the Company complies with its obligations. 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.
Principle 6 – Respect the rights of shareholders
6.1	A listed entity should provide information about itself and its governance to investors via its website.	Complying	The Company maintains a website which contains information about the Company and its governance. Information published on the website includes:  all relevant announcements made to the market, including annual and half-year reports;  the full text of notices of meeting and explanatory memoranda; and  investor presentations, research notes and other documents concerning the Company.
6.2	A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.	Complying	Due to the size and nature of operations of the Company, it does not have a formal policy regarding the promotion of effective communications with shareholders. The Company respects the rights of its shareholders and to facilitate the effective exercise of those rights the Company is committed to:  Communicating effectively with shareholders through ongoing releases to the market via the ASX.  Giving shareholders ready access to balanced and understandable

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ASX Recommendation Status Reference / Comment
information about the Company.
 Providing annual and half-year reports.
 Providing information through the
Company’s website.
 Encouraging shareholder engagement
with the Company through attending
general meetings, in particular, the AGM.
 Engaging investor relations consultants
to facilitate shareholder understanding of
the Company and its operations.
6.3 A listed entity should Complying Due to the size and nature of the operations
disclose the policies and of the Company it does not have a formal
processes it has in place to policy regarding the facilitation and
facilitate and encourage encouragement of shareholder participation
participation at meetings of in general meetings.
security holders.
The Company encourages shareholder
engagement through attendance, or
participation, in general meetings by:
 Giving clear and adequate notice of
meetings as required by the Company’s
Constitution, the Corporations Act and
the ASX Listing Rules.
 Providing appropriate explanatory
materials for the business to be
considered at meetings.
 Enabling shareholders who cannot
attend the meeting in person to vote by
proxy, attorney or representative.
 Providing an opportunity for shareholders
to put questions to the Board.
 Arranging for the external auditor to
attend the AGM and take questions as to
the conduct of the audit and the
preparation and content of the auditor’s
report.
6.4 A listed entity should give Complying Shareholders are able to register their email
security holders the option address with the Company’s share registry to
to receive communications receive communications electronically.
from, and send
communications to, the Shareholders are also able to communicate
entity and its security with the Company electronically by emailing
registry electronically. the Company Secretary.
Shareholders can also communicate with the
share registry by email or through the share
registry’s website.
Principle 7 – Recognise and manage risk
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	ASX Recommendation	Status	Reference / Comment
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 (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 processes it employs for overseeing the entity’s risk management framework.	Complying	Due to its size and the nature of operations of the Company, it has not established a committee to oversee risk. The Board monitors all key areas of the Company’s risk management on an ongoing basis and keeps shareholders informed of any changes in the risk profile of the Company. The Board considers identification and management of key risks associated with the business as vital to maximise shareholder wealth. The Board monitors the risk profile from the operational level through to strategic level risks. The Board oversees the Company’s internal control structure and risk management systems. The goal is to ensure that risks are identified, assessed and appropriately managed.
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 (b) disclose, in relation to each reporting period, whether such a review has taken place	Complying	The Group’s major business units, organisational structure and accounting controls and processes are reviewed by the Board on a regular basis and at least annually; the Board is satisfied that the processes in place to identify the Company’s material business risks are appropriate and that these risks are being effectively managed. The Company’s risk management processes continue to be monitored and reported against on an ongoing basis. A review of risk management was undertaken in the year to 30 June 2016.

ASX Recommendation Status	ASX Recommendation Status	ASX Recommendation Status	Reference / Comment
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 risk management and internal control processes. Complying			Due to size and nature of operations of the Company it does not have an internal audit function. The Board is responsible for ensuring that the Company has appropriate systems and controls in place, and for overseeing the effectiveness of those systems and controls. The Board is also responsible for investigating breaches or potential breaches of those controls. The Company’s external auditors also provide recommendations to the Board where internal control weaknesses have been identified.
7.4 A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks. Complying			The operations of the Company are not subject to any significant environmental regulations under the Commonwealth or State legislation. There are specific risks inherent in the mineral exploration activity undertaken by the Company’s subsidiary however it is not considered that these activities result in extraordinary exposure to economic, environmental or social sustainability risks.
Principle 8 – Remunerate fairly and responsibly
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	Complying	Due to the size and nature of the operations of the Company it has not established a remuneration committee. The Board as a whole reviews remuneration package and practices applicable to executive directors, non-executive directors, senior executives and employees. The Board also reviews share option schemes, incentive performance packages and retirement and termination entitlements. Remuneration levels are competitively set to attract the most qualified and experienced people. Remuneration is reviewed by reference to Company performance, director/executive performance, comparable information from industry sectors and other listed companies. The Board seeks independent advice from external consultants when required.

	ASX Recommendation	Status	Reference / Comment
	(b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and compensation 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 practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.	Complying	Details of the remuneration of Directors and Key Management Personnel are contained in the Remuneration Report, which is included in the Annual Report of the Company. Remuneration paid to executive directors and senior executives is distinguished from that paid to non-executive directors.
8.3	A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.	Complying	The Company introduced the Botswana Metals Performance Rights Plan as approved by shareholders at the Annual General Meeting of the Company on 28 November 2014. The are no rights outstanding under the Plan at this time. The Company’s existing Securities Trading Policy (discussed above) requires the approval of the Board of Directors for any dealings by directors or executives in securities (including derivatives). The Company will adopt a policy in accordance with Recommendation 8.3 if further rights are issued under the Plan or if any other equity-based remuneration scheme is introduced.

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VERITY RESOURCES LIMITED Governance Information 2016

66020_rns_2016-10-02_f8bea1af-f9fa-4b47-85ef-8c06486f36a0.pdf

ASX Code: BML

APPENDIX 4G AND CORPORATE GOVERNANCE STATEMENT

Pat Volpe Chairman

Botswana Metals Limited

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Statement

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VERITY RESOURCES LIMITED — Governance Information 2016

66020_rns_2016-10-02_f8bea1af-f9fa-4b47-85ef-8c06486f36a0.pdf

ASX Code: BML

APPENDIX 4G AND CORPORATE GOVERNANCE STATEMENT

Pat Volpe Chairman

Botswana Metals Limited

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Statement

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VERITY RESOURCES LIMITED Governance Information 2016