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VITA RESOURCES NL Governance Information 2021

Mar 14, 2021

66025_rns_2021-03-14_7d1be1c6-cdfd-48b6-8d0c-8e70939582a0.pdf

Governance Information

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Bastion Minerals Limited

Corporate Governance Statement

In accordance with ASX Listing Rule 1.1 Condition 16, this Corporate Governance Statement sets out the extent to which Bastion Minerals Limited ACN 147 948 883 ( Company ) will follow the 4[th] edition of the Corporate Governance Principles and Recommendations ( ASX Recommendations ) set by the ASX Corporate Governance Council, as at the date of admission of the Company to the official list of the ASX.

ASX Recommendation Compliance Further information / explanation
Principle 1 – Lay solid foundations for management and oversight
A listed entity should clearly delineate the respective roles and responsibilities of its board and management and regularly review their performance.
1.1 A listed entity should have and disclose a board charter setting out:
(a)
the respective roles and responsibilities of its board and management;
and
(b)
those matters expressly reserved to the board and those delegated to
management.
Yes The Board operates under a board charter (Board Charter), a copy of which is available
on the Company’s website at www.bastionminerals.com/site/about/corporate-governance.
The Board Charter sets out the respective roles and responsibilities of the Board and
management, and a description of those matters that are expressly reserved to the Board
and those delegated to management.
To assist in the execution of the Board’s responsibilities, the Board has established the
following committees of the Board (Board Committees):

Nomination, Remuneration and Human Resources Committee

Audit and Risk Committee
The key responsibilities of each Board Committee are set out in their respective charters.
Copies of those Board Committee charters are available on the Company’s website. The
Board Committees do not take actions or make decisions on behalf of the Board unless
specifically mandated by prior Board authority to do so.
1.2 A listed entity should:
(a)
undertake appropriate checks before appointing a director or senior
executive or putting someone forward for election as a director; and
(b)
provide security holders with all material information in its possession
relevant to a decision on whether or not to elect or re-elect a director.
Yes The Constitution sets out the process of appointment, retirement and rotation of directors.
In accordance with the Nomination, Remuneration and Human Resources Committee
Charter, before a person is appointed as a director or put forward to shareholders as a
candidate to be elected as a director, the Company will ensure that appropriate checks
are undertaken.
In accordance with the requirements for listing on the ASX, the Company has undertaken
background checks in respect of all of its directors.
The Nomination, Remuneration and Human Resources Committee is responsible for
reviewing potential candidates for directorship and making a recommendation to the

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Board. The Company will provide shareholders with all material information in its
possession relevant to a decision on whether or not to elect or re-elect a person as a
director.
1.3 A listed entity should have a written agreement with each director and senior
executive setting out the terms of their appointment.
Yes In accordance with the Board Charter, the appointment of any new director of the
Company and each senior executive will be made by, and in accordance with, a formal
letter of appointment or services agreement setting out the key terms and conditions
relevant to that appointment.
Each of the Company’s Executive Directors has entered into a services agreement with
the Company. Each of the Company’s non-executive directors has signed an appointment
letter with the Company.
1.4 The company secretary of a listed entity should be accountable directly to the
board, through the chair, on all matters to do with the proper functioning of the
board.
Yes In accordance with the Board Charter, the company secretary of the Company is
accountable directly to the Board, through the Chair, on all matters to do with the proper
functioning of the Board. The key roles and responsibilities of the company secretary are
set out in the Board Charter.
1.5 A listed entity should:
(a)
have and disclose a diversity policy;
(b)
through its board or a committee of the board set measurable
objectives for achieving gender diversity in the composition of its board,
senior executives and workforce generally; and
(c)
disclose in relation to each reporting period:
(i)
the measurable objectives set for that period to achieve gender
diversity;
(ii)
the entity’s progress towards achieving those objectives; and
(iii)
either:
(A)
the respective proportions of men and women on the
board, in senior executive positions and across the
whole workforce (including how the entity has defined
“senior executive” for these purposes); or
(B)
if the entity is a “relevant employer” under the
Workplace Gender Equality Act, the entity’s most
recent“Gender EqualityIndicators”, as definedinand
Yes The Company has adopted a Diversity Policy, a copy of which is available on the
Company’s website. The Company recognises that a diverse workforce achieved through
merit-based decision-making is integral to building and sustaining a culture that fosters
equal opportunity.
The Board will review and approve measureable objectives for achieving gender diversity
in the composition of the Board, senior management and the workforce generally. The
Nomination,
Remuneration
and
Human
Resources
Committee
will
make
recommendations to the Board regarding the measurable objectives.
Given the Company has only recently adopted its Diversity Policy, the Company is
currently in the process of establishing measurable objectives for achieving gender
diversity in accordance with the Diversity Policy. It is the intention of the Company that
these objectives will be disclosed in the Company’s next Corporate Governance
Statement.

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published under that Act.
If the entity was in the S&P/ASX 300 Index at the commencement of the
reporting period, the measurable objective for achieving gender diversity in
the composition of its board should be to have not less than 30% of its
directors of each gender within a specified period.
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 during or in respect of that period.
Yes The Company has a Performance Evaluation Policy, which is available on the Company’s
website. This policy sets out the Company’s process for evaluating the performance of
the board, its committees and individual directors.
At least once per year the Board will, with the advice and assistance of the Nomination,
Remuneration and Human Resources Committee, review and evaluate the performance
of the Board, each Board Committee and each individual director against the relevant
charters, corporate governance policies (including, without limitation, the Company’s
Performance Evaluation Policy), and agreed goals and objectives.
1.7 A listed entity should:
(a)
have and disclose a process for periodically evaluating the
performance of its senior executives at least once every reporting
period; and
(b)
disclose, in relation to each reporting period, whether a performance
evaluation was undertaken in the reporting period in accordance with
that process.
Yes The Company has a Performance Evaluation Policy, which is available on the Company’s
website. This policy sets out the Company’s process for evaluating the performance of its
senior executives.
Performance reviews for Executive Directors and senior executives will take place at least
annually. The Nomination, Remuneration and Human Resources Committee is
responsible for overseeing these reviews and reporting to the Board on their outcome.
The Company will ensure that appropriate disclosures in the remuneration report are
made in relation to each reporting period as to the performance evaluations that were
undertaken and the process that was followed.
Principle 2 – Structure the board to be effective and add value
The board of a listed entity should be of an appropriate size and collectively have the skills, commitment and knowledge of the entity and the industry in which it operates, to enable it to
discharge its duties effectively and to add value.
2.1 The board of a listed entity should:
(a)
have a nomination committee which:
(i)
has at least three members, a majority of whom are
independent directors; and
(ii)
is chaired by an independent director;
Yes The Company has established a Nomination, Remuneration and Human Resources
Committee, governed by the Nomination, Remuneration and Human Resources
Committee Charter. A copy of the Committee Charter is available on the Company’s
website.
The Committee is comprised of Ralph Stagg, Sam El-Rahim and Andrew Stewart, all of
whom are non-executive directors and independent directors. The Chair of the
Committee is Ralph Stagg, an independent director.

Principle 2 – Structure the board to be effective and add value

The board of a listed entity should be of an appropriate size and collectively have the skills, commitment and knowledge of the entity and the industry in which it operates, to enable it to discharge its duties effectively and to add value.

2.1 The board of a listed entity should: board of a listed entity should: Yes The Company has established a Nomination, Remuneration and Human Resources
(a) have a nomination committee which: Committee, governed by the Nomination, Remuneration and Human Resources
Committee Charter. A copy of the Committee Charter is available on the Company’s
(i) has at least three members, a majority of whom are website.
independent directors; and The Committee is comprised of Ralph Stagg, Sam El-Rahim and Andrew Stewart, all of
(ii) is chaired by an independent director; whom are non-executive directors and independent directors. The Chair of the
Committee is Ralph Stagg, an independent director.

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and disclose:
(iii)
the charter of the committee;
(iv)
the members of the committee; and
(v)
as at the end of each reporting period, the number of times the
committee met throughout the period and the individual
attendances of the members at those meetings; or
(b)
if it does not have a nomination committee, disclose that fact and the
processes it employs to address board succession issues and to
ensure that the board has the appropriate balance of skills, knowledge,
experience, independence and diversity to enable it to discharge its
duties and responsibilities effectively.
The Board is satisfied that the composition of the Committee reflects an appropriate
balance of independence, skills and experience for the Company.
The Committee will report the number of times it meets throughout each reporting period,
and the individual attendances of the members at those meetings. Disclosure of this
information will be made in the Company’s Annual Reports.
2.2 A listed entity should have and disclose a board skills matrix setting out the
mix of skills that the board currently has or is looking to achieve in its
membership.
Yes The Company is in the process of implementing a Board skills matrix which sets out the
mix of skills that the Board currently has or is looking to achieve in its membership, a copy
of which will be available on the Company’s website.
In establishing the Board, the Company had regard to the skills and expertise required of
the directors relevant to the Company’s business and its listing on ASX.
2.3 A listed entity should disclose:
(a)
the names of the directors considered by the board to be independent
directors;
(b)
if a director has an interest, position, association or relationship of the
type described in Box 2.3 but the board is of the opinion that it does not
compromise the independence of the director, the nature of the
interest, position or relationship in question and an explanation of why
the board is of that opinion; and
(c)
the length of service of each director.
Yes The Board is comprised of 5 directors, Ralph Stagg, David Nolan, Ross Landles, Andrew
Stewart and Sam El-Rahim.
The Board Charter sets out the criteria adopted by the Board for determining the
independence of directors, in accordance with the guidelines provided by the ASX
Recommendations. A director will be considered independent by the Company if he or
she is free of any interest, position or relationship that might influence, or reasonably be
perceived to influence, in a material respect his or her capacity to bring an independent
judgement to bear on issues before the Board and to act in the best interests of the
Company as a whole and its shareholders generally. The Board is will regularly review
the independence of each Director.
Ralph Stagg, Andrew Stewart and Sam El-Rahim are considered independent directors.
David Nolan and Ross Landles are Executive Directors and therefore not considered to
be independent.
The length of service of each director will be disclosed in future Annual Reports.
2.4 A majority of the board of a listed entity should be independent directors. Yes Three of the directors are independent directors (Ralph Stagg, Andrew Stewart and Sam
El-Rahim) and the remaining two directors are non-independent directors (David Nolan

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ASX Recommendation Compliance Further information / explanation
and Ross Landles). Accordingly, the majority of the Board are independent directors.
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.
Yes The Chair of the Board, Ralph Stagg, is an independent director.
The Company does not currently have a CEO, but the CEO function is performed by
David Nolan and Ross Landles in their capacity as Executive Directors.
2.6 A listed entity should have a program for inducting new directors and for
periodically reviewing whether there is a need for existing directors to
undertake professional development to maintain the skills and knowledge
needed to perform their role as directors effectively.
Yes In accordance with the Nomination, Remuneration and Human Resources Committee
Charter, the Committee is responsible for developing, implementing and reviewing
director induction programs and director competencies and to update and enhance
directors’ continuing education measures to enhance knowledge and skills in order to
develop and maintain the skills and knowledge needed to perform their role as directors
effectively.
The Committee is in the process of implementing a program for inducting new directors,
to ensure that all new directors are acquainted with knowledge of the Company and the
industry within which it operates.
Principle 3 – Instil a culture of acting lawfully, ethically and responsibly
A listed entity should instil and continually reinforce a culture across the organisation of acting lawfully, ethically and responsibly.
3.1 A listed entity should articulate and disclose its values. Yes The Company’s core values are set out in the Company’s Code of Conduct, a copy of
which is available on the Company’s website.
3.2 A listed entity should:
(d)
have and disclose a code of conduct for its directors, senior executives
and employees; and
(e)
ensure that the board or a committee of the board is informed of any
material breaches of that code.
Yes The Company has adopted a Code of Conduct, a copy of which is available on the
Company’s website. The Code of Conduct applies to all personnel of the Company and
its subsidiaries (including all directors, senior executives, employees, contractors and
consultants).
Any material reports of unacceptable behaviour will be reviewed by the Company
Secretary and reported to the Board.
3.3 A listed entity should:
(a)
have and disclose a whistleblower policy; and
(b)
ensure that the board or a committee of the board is informed of any
material incidents reported under that policy.
Yes The Company has adopted a Whistleblower Policy, a copy of which is available on the
Company’s website.
The Company will ensure that the Board is informed of any material incidents reported
under the Whistleblower Policy.
3.4 A listed entity should: Yes The Company has adopted an Anti-bribery and Corruption Policy, a copy of which is

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ASX Recommendation Compliance Further information / explanation
(a)
have and disclose an anti-bribery and corruption policy; and
(b)
ensure that the board or a committee of the board is informed of any
material breaches of that policy.
available on the Company’s website.
The Company will ensure that the Board is informed of any material breaches of the Anti-
bribery and Corruption Policy.
Principle 4 – Safeguard the integrity of corporate reports
A listed entity should have appropriate processes to verify the integrity of its corporate reports.
4.1 The board of a listed entity should:
(a)
have an audit committee which:
(i)
has at least three members, all of whom are non-executive
directors and a majority of whom are independent directors; and
(ii)
is chaired by an independent director, who is not the chair of the
board,
and disclose:
(iii)
the charter of the committee;
(iv)
the relevant qualifications and experience of the members of the
committee; and
(v)
in relation to each reporting period, the number of times the
committee met throughout the period and the individual
attendances of the members at those meetings; or
(b)
if it does not have an audit committee, disclose that fact and the
processes it employs that independently verify and safeguard the
integrity of its corporate reporting, including the processes for the
appointment and removal of the external auditor and the rotation of the
audit engagement partner.
No The Company has established an Audit and Risk Committee, governed by the Audit and
Risk Committee Charter. A copy of the Committee Charter is available on the Company’s
website.
The Committee is comprised of Sam El-Rahim, Andrew Stewart and David Nolan, a
majority of whom are non-executive, independent directors. David Nolan is not an
executive, independent director. However, the board is of the view that it is prudent for
David Nolan to be a member of the Audit and Risk Committee as he is best suited to
liaising and managing the relationship with the Company’s external auditor.
The Chair of the Committee is Sam El-Rahim, an independent director.
The relevant qualifications and experience of the Committee members are set out in the
Company’s Prospectus dated 3 February 2021 and will also be disclosed in future Annual
Reports. The Board is satisfied that the composition of the Committee reflects an
appropriate balance of independence, skills and experience for the Company.
The Committee will report the number of times it meets throughout each reporting period,
and the individual attendances of the members at those meetings. Disclosure of this
information will be made in the Company’s Annual Reports.
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.
Yes Before the Board approves the Company’s financial statements for a financial period, it
will receive from the Company’s CEO and CFO (of, if the Company does not have a CEO
or CFO, the person(s) fulfilling that function) a declaration that, in their opinion, the
Company’s financial reports have been properly maintained, and that the financial
statements comply with the appropriate accounting standards and give a true and fair
view of the Company’s financial position and performance and that the opinion has been
formed on the basis of a sound system of risk management and internal control which is
operating effectively.

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4.3 A listed entity should disclose its process to verify the integrity of any periodic
corporate report it releases to the market that is not audited or reviewed by an
external auditor.
Yes The Company’s full-year and half-year reports will be audited or reviewed by an external
auditor. The Company’s FY19 full-year accounts and HY20 half-year accounts were
audited by Ernst & Young.
To date, the Company has not had to issue periodic reports under the ASX Listing Rules.
The Board will disclose its process to verify the integrity of any periodic corporate report it
releases to the market that is not audited or reviewed by an external auditor in the course
of FY21.
Principle 5 – Make timely and balanced disclosure
A listed entity should make timely and balanced disclosure of all matters concerning it that a reasonable person would expect to have a material effect on the price or value of its securities.
5.1 A listed entity should have and disclose a written policy for complying with its
continuous disclosure obligations under listing rule 3.1.
Yes The Company has adopted a Continuous Disclosure Policy for complying with its
continuous obligations under ASX Listing Rule 3.1 and the_Corporations Act 2001_(Cth)
(Act). A copy of the Continuous Disclosure Policy is available on the Company’s website.
The Company will immediately disclose to ASX any information concerning the Company
that it is aware of which a reasonable person would expect to have a material effect on
the price or value of the Company’s securities.
The Continuous Disclosure Policy establishes procedures to ensure that that Company’s
directors, officers, management, employees and consultants are aware of, and fulfil their
obligations in relation to, the Company’s disclosure obligations under the ASX Listing
Rules and the Act.
The Company is committed to observing its disclosure obligations under the ASX Listing
Rules and the Act. Information will be communicated to shareholders through the
lodgement of all relevant financial and other information with the ASX. All market
sensitive information will be made available on the Company’s website following receipt of
confirmation from ASX that the announcement is made on the ASX Market
Announcements Platform.
5.2 A listed entity should ensure that its board receives copies of all material
market announcements promptly after they have been made.
Yes The Company will ensure that the Board receives copies of all material market
announcements promptly after they have been made.
5.3 A listed entity that gives a new and substantive investor or analyst
presentation should release a copy of the presentation materials on the ASX
Market Announcements Platform ahead of the presentation.
Yes In the event that the Company gives a new and substantive investor or analyst
presentation, the Company will release a copy of the presentation materials to the ASX
Market Announcements Platform ahead of the presentation.
The ContinuousDisclosurePolicy provides that slides and other materials usedinanalyst

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ASX Recommendation Compliance Further information / explanation
briefings and other public presentations will be given to ASX for release to the market.
The information will then be promptly placed on the Company’s website following
confirmation of release to the market by ASX.
Principle 6 – Respect the rights of security holders
A listed entity should provide its security holders with appropriate information and facilities to allow them to exercise their rights as security holders effectively.
6.1 A listed entity should provide information about itself and its governance to
investors via its website.
Yes The Company’s website will be the primary means of providing information to all investors
and other stakeholders, in addition to the lodgement of relevant financial and other
information with ASX.
The corporate governance section of the Company’s website will contain the following
information:

information about the Company and its governance, including the names,
photographs and brief biographical information about its Directors and executives;

copies of the Company’s constitution and key corporate governance documents,
including Board and Board Committee charters and corporate governance policies.
The Company’s ASX announcements, annual reports and financial statements will be
available on the Company’s website following the Listing.
6.2 A listed entity should have an investor relations program that facilitates
effective two-way communication with investors.
Yes The Company has adopted a Shareholder Communication Policy which supports the
Board’s commitment to effective two-way communication with its shareholders, a copy of
which is available on the Company’s website.
The Company communicates with shareholders in a number of ways, including:

annual and half-yearly reports;

ASX market announcements in according with the Continuous Disclosure Policy;

updates on operations and developments;

announcements on the Company’s website;

analyst and market briefings; and

presentations at general meetings.
6.3 A listed entity should disclose how it facilitates and encourages participation at
meetings of security holders.
Yes The Shareholder Communication Policy set outs how the Company facilitates and
encourages participation at shareholder meetings.

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At the Company’s annual general meetings, shareholders will be invited to ask the Chair
or any member of the Board questions about or comment on the results, operations,
strategy and/or management of the Company. The Chair will provide shareholders
present with a reasonable opportunity to ask questions and discuss proposals. The
external auditor will also be available at the meeting to answer questions about the
conduct of the audit and preparation and content of the auditor’s report.
6.4 A listed entity should ensure that all substantive resolutions at a meeting of
security holders are decided by a poll rather than by a show of hands.
Yes The Company will ensure that all substantive resolutions at shareholders meetings are
decided by poll rather than a show of hands.
6.5 A listed entity should give security holders the option to receive
communications from, and send communications to, the entity and its security
registry electronically.
Yes All shareholders will be able to communicate with the Company and its share registry
electronically.
Principle 7 – Recognise and manage risk
A listed entity should establish a sound risk management framework and periodically review the effectiveness of that framework.
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.
Yes The Board, through the Audit and Risk Committee ensures, amongst other things, that the
Company has a sound and effective risk management system in place to manage key risk
areas. The Committee is governed by the Audit and Risk Committee Charter, a copy of
which is available on the Company’s website.
The Audit and Risk Committee is comprised of Sam El-Rahim, Andrew Stewart and David
Nolan, a majority of whom are independent directors. The Chair of the Committee is Sam
El-Rahim, an independent director.
The Board is satisfied that the composition of the Committee reflects an appropriate
balance of independence, skills and experience for the Company.
The Committee will report the number of times it meets throughout each reporting period,
and the individual attendances of the members at those meetings. Disclosure of this
information will be made in the Company’s Annual Reports.
7.2 The board or a committee of the board should:
(a)
review the entity’s risk management framework at least annually to
Yes The Audit and Risk Committee is required, at least annually, to review the Company’s risk
management framework and make recommendations to the Board, to ensure that the
frameworkcontinues to be sound and that the Companyis operatingwithdueregard to
7.1 The board of a listed entity should: Yes The Board, through the Audit and Risk Committee ensures, amongst other things, that the
(a) have a committee or committees to oversee risk, each of which: Company has a sound and effective risk management system in place to manage key risk
areas. The Committee is governed by the Audit and Risk Committee Charter, a copy of
(i)
has at least three members, a majority of whom are
which is available on the Company’s website.
independent directors; and The Audit and Risk Committee is comprised of Sam El-Rahim, Andrew Stewart and David
(ii)
is chaired by an independent director;
Nolan, a majority of whom are independent directors. The Chair of the Committee is Sam
and disclose: El-Rahim, an independent director.
(iii)
the charter of the committee;
The Board is satisfied that the composition of the Committee reflects an appropriate
balance of independence, skills and experience for the Company.
(iv)
the members of the committee; and
The Committee will report the number of times it meets throughout each reporting period,
(v)
as at the end of each reporting period, the number of times the
committee met throughout the period and the individual
and the individual attendances of the members at those meetings. Disclosure of this
information will be made in the Company’s Annual Reports.
attendances of the members at those meetings; or
(b) if it does not have a risk committee or committees that satisfy (a)
above, disclose that fact and the processes it employs for overseeing
the entity’s risk management framework.
7.2 The board or a committee of the board should: Yes The Audit and Risk Committee is required, at least annually, to review the Company’s risk
(a) review the entity’s risk management framework at least annually to management framework and make recommendations to the Board, to ensure that the
frameworkcontinues to be sound and that the Companyis operatingwithdueregard to

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satisfy itself that it continues to be sound and that the entity is operating
with due regard to the risk appetite set by the board; and
(b)
disclose, in relation to each reporting period, whether such a review
has taken place.
the risk appetite set by the Board.
The Company will disclose, in relation to each reporting period, whether such a review
has taken place. The first of these reviews will take place during the FY20 reporting
period, being the Company’s first reporting period as an ASX listed entity.
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.
Yes The Company does not have an internal audit function. The Company has engaged an
external CFO equivalent and an external auditor to advise and approve the Company’s
continuing audit function, including risk management and internal control processes. In
addition, the Company has adopted a Risk Management Policy, a copy of which is
available on its website.
7.4 A listed entity should disclose whether it has any material exposure to
environmental or social risks and, if it does, how it manages or intends to
manage those risks.
Yes The Company does not currently have any material exposure to environmental or social
risks. The Company is subject to risk factors specific to its business activities and that
are of a more general nature. Specific risk disclosures are included in the Company’s
Prospectus dated 3 February 2021.
Principle 8 – Remunerate fairly and responsibly
A listed entity should pay director remuneration sufficient to attract and retain high quality directors and design its executive remuneration to attract, retain and motivate high quality senior
executives and to align their interest with the creation of value for security holders and with the entity’s values and risk appetite.
8.1 The board of a listed entity should:
(a)
have a remuneration committee which:
(i)
has at least three members, a majority of whom are
independent directors; and
(ii)
is chaired by an independent director,
and disclose:
(iii)
the charter of the committee;
(iv)
the members of the committee; and
(v)
as at the end of each reporting period, the number of times the
committee met throughout the period and the individual
attendances of the members at those meetings; or
(b)
if it does not have a remuneration committee, disclose that fact and the
Yes The Company has established a Nomination, Remuneration and Human Resources
Committee, governed by the Nomination, Remuneration and Human Resources
Committee Charter. A copy of the Committee Charter is available on the Company’s
website.
The Committee is comprised of Ralph Stagg, Sam El-Rahim and Andrew Stewart, all of
whom are Non-Executive Directors and are independent directors. The Chair of the
Committee is Ralph Stagg, an independent director.
The Board is satisfied that the composition of the Committee reflects an appropriate
balance of independence, skills and experience for the Company.
The Committee will report the number of times it meets throughout each reporting period,
and the individual attendances of the members at those meetings. Disclosure of this
information will be made in the Company’s Annual Reports.

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ASX Recommendation Compliance Further information / explanation
processes it employs for setting the level and composition of
remuneration for directors and senior executives and ensuring that
such remuneration is appropriate and not excessive.
8.2 A listed entity should separately disclose its policies and practices regarding
the remuneration of non-executive directors and the remuneration of
executive directors and other senior executives.
Yes Information on the Company’s remuneration of non-executive directors and executive
directors is detailed in the Company’s Prospectus dated 3 February 2021 and will be
disclosed in the Company’s remuneration report (which will be contained in each Annual
Report).
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.
Yes The Company does not currently have any equity-based remuneration scheme.
Under the Securities Trading Policy, a copy of which is available on the Company’s
website, all directors and senior executives of the Company (and any other persons
identified by the Board or the Company Secretary from time to time) are prohibited from
entering into any transactions that operates to limits the economic risk of their
securityholding in the Company.

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