VYSARN LIMITED — Governance Information 2015

Sep 29, 2015

Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity:

MHM Metals Limited ABN / ARBN: Financial year ended: 41 124 212 175 30 June 2015

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://www.mhmmetals.com/governance.asp

The Corporate Governance Statement is accurate and up to date as at 30 June 2015 and has been approved by the board.

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

Date: 30 September 2015

Name of Director or Secretary authorising Justin Mouchacca - Company Secretary lodgement:

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. You can, if you wish, delete the option which is not applicable.

Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection.

Page 1

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
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.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement OR ☐at [insert location] … 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 http://www.mhmmetals.com/governance.asp	☐ 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
1.2	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 on whether or not to elect or re-elect a director.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement OR ☐at [insert 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
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement OR ☐at [insert 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
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 [insert 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

4 If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

Page 2

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
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 [insert location] … and a copy of our diversity policy or a summary of it: ☒at http://www.mhmmetals.com/governance.asp … and 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 StatementOR ☐at [insert location] … and the information referred to in paragraphs (c)(1) or (2): ☒in our Corporate Governance Statement OR ☐at [insert 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
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 [insert location] … and the information referred to in paragraph (b): ☒in our Corporate Governance Statement OR ☐at [insert 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
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 [insert location] … and the information referred to in paragraph (b): ☒in our Corporate Governance Statement OR ☐at [insert 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

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
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 StatementOR ☐at [insert location] … and a copy of the charter of the committee: ☐at http://www.mhmmetals.com/governance.asp … and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance StatementOR ☐at [insert location] [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 StatementOR ☐at [insert 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
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.	… our board skills matrix: ☒in our Corporate Governance StatementOR ☐at [insert 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

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
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, association or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.	… the names of the directors considered by the board to be independent directors: ☒in our Corporate Governance Statement OR ☐at [insert location] … and, where applicable, the information referred to in paragraph (b): ☒in our Corporate Governance Statement OR ☐at [insert location] … and the length of service of each director: ☒in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement
2.4	A majority of the board of a listed entity should be independent directors.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement OR ☐at [insert 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
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 [insert 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
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 [insert 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
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 http://www.mhmmetals.com/governance.asp	☐an explanation why that is so in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
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 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.	[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 [insert location] … and a copy of the charter of the committee: ☐at [insert location] … and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance Statement OR ☐at [insert location] [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 [insert location]	☒ an explanation why that is so in our Corporate Governance Statement
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 [insert location]	☐ an explanation why that is so in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
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 [insert location]	☐ 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 [insert location]	☐ 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 http://www.mhmmetals.com/governance.asp	☐ 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 [insert location]	☐ an explanation why that is so in our Corporate Governance Statement
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 [insert location]	☐ 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 [insert location]	☐ an explanation why that is so in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
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 [insert location] … and a copy of the charter of the committee: ☐at [insert location] … and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance Statement OR ☐at [insert location] [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 http://www.mhmmetals.com/governance.asp	☒ an explanation why that is so in our Corporate Governance Statement
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 board or a committee of the board reviews the entity’s risk management framework at least annually to satisfy itself that it continues to be sound: ☒in our Corporate Governance Statement OR ☐at [insert location] … and that such a review has taken place in the reporting period covered by this Appendix 4G: ☒in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
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 [insert location] [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 [insert location]	☐ an explanation why that is so in our Corporate Governance Statement
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 [insert location]	☐ an explanation why that is so in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
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 [insert location] … and a copy of the charter of the committee: ☐at http://www.mhmmetals.com/governance.asp … and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance Statement OR ☐at [insert location] [If the entity complies with paragraph (b):] … the fact that we do not have a remuneration committee and the processes we employ for setting the level and 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 [insert 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
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 [insert 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
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 StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☒ w e 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

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
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 [insert location]	☐ 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 StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement

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page 1

Corporate governance statement

This document discloses the extent to which MHM Metals Limited ACN 124 212 175 ( Company ) has followed the recommendations set by the ASX Corporate Governance Council in the third edition of its Corporate Governance Principles and Recommendations ( ASX Recommendations ) during the relevant part of the reporting period.

This document is current as at 30 June 2015 and has been approved by the board of the Company.

	ASX RECOMMENDATION	**COMPLIED WITH? **	COMMENT
1.	Principle 1 – Lay solid foundations for management and oversight
	A listed entity should establish and disclose the respective roles and responsibilities of its board and management and how their performance is monitored and evaluated.
1.1	ASX Recommendation 1.1 Companies 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	Yes Yes	Refer Schedule 1 of the Company’s Corporate Governance Policies for further detail which is located on the Company’s website at the following link: http://www.mhmmetals.com/governance.asp
1.2	ASX Recommendation 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 on whether or not to elect or re-elect a director.	Yes Yes	Refer Schedule 1 of the Company’s Corporate Governance Policies for further detail which is located on the Company’s website at the following link: http://www.mhmmetals.com/governance.asp Information is included in The Company’s Notice of Meetings to shareholders.
1.3	ASX Recommendation 1.3 A listed entity should have a written agreement with each director and senior executive setting out the terms of their	Yes	Refer Schedule 1 of the Company’s Corporate Governance Policies for further detail which is located on the Company’s website at the following link: http://www.mhmmetals.com/governance.asp

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	ASX RECOMMENDATION	**COMPLIED WITH? **	COMMENT
	appointment.		Details of executive contracts in place are detailed in the Company’s Annual Remuneration Report in the 2015 Annual Report
1.4	ASX Recommendation 1.4 The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.	Yes	Refer Schedule 1 of the Company’s Corporate Governance Policies for further detail which is located on the Company’s website at the following link: http://www.mhmmetals.com/governance.asp
1.5	ASX Recommendation 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	Yes Yes Yes Not applicable	Refer Schedule 8 of the Company’s Corporate Governance Policies for further detail which is located on the Company’s website at the following link: http://www.mhmmetals.com/governance.asp Refer Schedule 8 of the Company’s Corporate Governance Policies for further detail which is located on the Company’s website at the following link http://www.mhmmetals.com/governance.asp The proportion of women on the board, women in senior executive positions and women employees in the whole organisation as at reporting date was as follows: Gender Board Senior executive positions Whole organisation No of women 0 0 0 %women 0% 0% 0%

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ASX RECOMMENDATION COMPLIED WITH? COMMENT

published under that Act.

• 1.6 ASX Recommendation 1.6

A listed entity should:

• a. have and disclose a process for periodically evaluating the performance Yes 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 Yes reporting period in accordance with that process.

Refer Schedule 1 of the Company’s Corporate Governance Policies for further detail which is located on the Company’s website at the following link: http://www.mhmmetals.com/governance.asp

No performance evaluation was undertaken during the period to June 2015 due to the length of service of the current Directors. This review will be undertaken in 2016.

• 1.7 ASX Recommendation 1.7 A listed entity should:

• a. have and disclose a process for periodically evaluating the performance Yes of its senior executives; and

• b. disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the Yes

• reporting period in accordance with that process.

Refer Schedule 1 of the Company’s Corporate Governance Policies for further detail which is located on the Company’s website at the following link: http://www.mhmmetals.com/governance.asp

No performance evaluation was undertaken during the period to June 2015 of the CEO. The CEO, Mr Matthew Keen resigned on 31 July 2015 and Joseph van den Elsen was appointed. The review of Joseph van den Elsen will be undertaken in 2016.

2. Principle 2 – Structure the board to add value

A listed entity should have a board of an appropriate size, composition, skills and commitment to enable it to discharge its duties effectively.

• 2.1 ASX Recommendation 2.1

The board of a listed entity should:

a. have a nomination committee which: a. No

1. has at least three members, a majority of whom are independent directors; and 1. N/A

2. is chaired by an independent director,

Due to the size of the Company and its Board, the Board will fulfil the roles and responsibilities in relation to nomination.

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	ASX RECOMMENDATION	**COMPLIED WITH? **	COMMENT
	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.	2. N/A 3. N/A 4. N/A 5. N/A b. Yes	Refer Schedule 4 of the Company’s Corporate Governance Policies which includes relevant information on the role of the Board which is located on the Company’s website at the following link:http://www.mhmmetals.com/governance.asp The Company intends to disclose the matters contemplated by Recommendation 2.1(b) in future annual reports.
2.2	ASX Recommendation 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.	Yes	Refer Section 1 of the Company’s Board Charter for further detail which is located on the Company’s website at the following link: http://www.mhmmetals.com/governance.asp
2.3	ASX Recommendation 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, association or relationship in question and an explanation of why the board is of that opinion; and	Yes Yes	The Board consists of three directors, two of which are independent directors (being Mr Paul Kopejtka and Mr Christopher Goodman). The Board considers Mr Paul Kopejtka and Mr Christopher Goodman to be independent having regard to the indicia in Box 2.3 in the ASX Recommendations. The Board has considered the holdings of shares in the Company by Mr Paul Kopejtka and Mr Christopher Goodman and is of the opinion that their respective interests in shares would not materially interfere with, or could be reasonably perceived to interfere with, the independent exercise of their judgement in their position as a Director. The Board also considers that Mr Paul Kopejtka and Mr Christopher Goodman are otherwise free from any business or other relationship that could materially interfere with, or reasonably be perceived to interfere with, the independent exercise of their judgement, and that each of these Directors is able to fulfil the role of independent

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	ASX RECOMMENDATION	**COMPLIED WITH? **	COMMENT
	c. the length of service of each director.	Yes	Director for the purposes of the ASX Recommendations. The other Director, Mr Joseph van den Elson is currently considered by the Board to not be independent on the basis that he has been engaged in an executive management role. The lengths of service are as follows:  Paul Kopejtka (9 months)  Joseph Van Den Elsen (7 months)  Christopher Goodman (4 months)  Matthew Keen (12 months) resigned 31 July 2015
2.4	ASX Recommendation 2.4 A majority of the board of a listed entity should be independent directors.	Yes	As noted above in Recommendation 2.3, the Board is composed of two non-executive independent directors and one executive director.
2.5	ASX Recommendation 2.5 The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	Yes	The Chairman, Paul Kopejtka, is an independent director. The roles of Chairman and Chief Executive Officer are exercised by different individuals, being Paul Kopejtka and Matthew Keen respectively. (Joseph Van Den Elsen from 1 August 2015)
2.6	ASX Recommendation 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.	Yes	Refer Schedule 1 and Schedule 4 of the Company’s Corporate Governance Policies for further detail which is located on the Company’s website at the following link: http://www.mhmmetals.com/governance.asp
3.	Principle 3 – Act ethically and responsibly
	A listed entity should act ethically and responsibly.
3.1	ASX Recommendation 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.	Yes to all	Refer Schedule 2 of the Company’s Corporate Governance Policies which is located on the Company’s website at the following link: http://www.mhmmetals.com/governance.asp

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ASX RECOMMENDATION COMPLIED WITH? COMMENT

4. Principle 4 – Safeguard integrity in corporate reporting

A listed entity should have formal and rigorous processes that independently verify and safeguard the integrity of its corporate reporting.

• 4.1 ASX Recommendation 4.1

The board of a listed entity should:

a. have an audit committee which: No

1. has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and

N/A

Due to the size of the Company and its Board, the Board will fulfil the roles and responsibilities in relation to the entity's risk management framework.

The Company intends to disclose the matters contemplated by Recommendation 7.1(b) in future annual reports.

For further detail refer to:

1. is chaired by an independent director, who is not the chair of N/A the board,

and disclose:

• Refer Schedule 3 of the Company’s Corporate Governance Policies which is located on the Company’s website at the following link: http://www.mhmmetals.com/governance.asp

N/A

1. the charter of the committee;

2. the relevant qualifications and experience of the members of the N/A committee; and

3. 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.

N/A

Yes

• 4.2 ASX Recommendation 4.2

The board of a listed entity should, before it Yes approves the entity’s financial statements for a financial period, receive from its CEO

The CEO provides a Section 295A declaration and submits to the Audit Committee and Board prior to approving the Annual Report. The Company does not currently have a CFO given the current size of the Company.

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		ASX RECOMMENDATION	**COMPLIED WITH? **	COMMENT
		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.
4.3		ASX Recommendation 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.	Yes	The Auditor attends the Company Annual General Meeting
5.		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		ASX Recommendation 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.	Yes Yes	Refer Schedule 5 of the Company’s Corporate Governance Policies http://www.mhmmetals.com/governance.asp
6.		Principle 6 – Respect the rights of security holders
		A listed entity should respect the rights of its security holders by providing them with appropriate information and facilities to allow them to exercise those rights effectively.
	6.1	ASX Recommendation 6.1 A listed entity should provide information about itself and its governance to investors via its website.	Yes	Refer Company’s website:http://www.mhmmetals.com/ Refer Schedule 9 of the Company’s Corporate Governance Policies at http://www.mhmmetals.com/governance.asp

	exercise those rights effectively.
6.1	ASX Recommendation 6.1	Yes	Refer Company’s website:http://www.mhmmetals.com/
	A listed entity should provide information		Refer Schedule 9 of the Company’s Corporate Governance Policies at
	about itself and its governance to investors		http://www.mhmmetals.com/governance.asp
	via its website.

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	ASX RECOMMENDATION	**COMPLIED WITH? **	COMMENT
6.2	ASX Recommendation 6.2 A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.	Yes	Refer Schedule 9 of the Company’s Corporate Governance Policies at http://www.mhmmetals.com/governance.asp
6.3	ASX Recommendation 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.	Yes	Refer Schedule 9 of the Company’s Corporate Governance Policies together with the Company’s Share Registry for further detail which is located on the Company’s website at the following link:http://www.mhmmetals.com/governance.asp
6.4	Recommendation 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.	Yes	The Company’s Share Registry is responsible for this function.
7.	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	ASX Recommendation 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;	a) No 1) N/A 2) N/A 3) N/A 4) N/A 5) N/A b) Yes	Due to the size of the Company and its Board, the Board will fulfil the roles and responsibilities in relation to the entity's risk management framework. The Company intends to disclose the matters contemplated by Recommendation 7.1(b) in future annual reports. For further detail refer to: - Refer Schedule 3 of the Company’s Corporate Governance Policies which is located on the Company’s website at the following link: http://www.mhmmetals.com/governance.asp

7.1	ASX	Recommendation 7.1	Recommendation 7.1	a) No	Due to the size of the Company and its Board, the Board will fulfil the roles and	Due to the size of the Company and its Board, the Board will fulfil the roles and
					responsibilities in relation to the entity's risk management framework.
	The board of a listed entity should:			1) N/A
					The Company intends to disclose the matters contemplated by Recommendation
	a.	have a committee or committees to		2) N/A	7.1(b) in future annual reports.
		oversee risk, each of which:
				3) N/A	For further detail refer to:
		1.	has at least three members, a
			majority of whom are independent	4) N/A	-	Refer Schedule 3 of the Company’s Corporate Governance Policies which is
		2.	directors; and is chaired by an independent	5) N/A		located on the Company’s website at the following link: http://www.mhmmetals.com/governance.asp
			director,	b) Yes
		and	disclose:
		3.	the charter of the committee;
		4.	the members of the committee;

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	ASX RECOMMENDATION	**COMPLIED WITH? **	COMMENT
	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.
7.2	ASX Recommendation 7.2 The board or a committee of the board should: a. review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and b. disclose, in relation to each reporting period, whether such a review has taken place.	Yes to all	The Company will undertake reviews of its risk management framework to establish an effective and efficient system for: (i) identifying, assessing, monitoring and managing risk; and (ii) disclosing any material change to the Group's risk profile. The Company intends to disclose the matters contemplated by ASX Recommendation 7.2 in future annual reports. The Company did not undertake a review during 2015 and will look to carry one out in the coming 6 months. For further detail refer to: - Refer Schedule 6 of the Company’s Corporate Governance Policies which is located on the Company’s website at the following link: http://www.mhmmetals.com/governance.asp
7.3	Recommendation 7.3 A listed entity should disclose: a. if it has an internal audit function, how the function is structured and what role it performs; or b. if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes.	a. N/A b. Yes	The Company does not have an internal audit function. The Audit Committee directly oversees relevant risk areas as part of its risk management function. For further detail refer to: - Refer Schedule 6 of the Company’s Corporate Governance Policies which is located on the Company’s website at the following link: http://www.mhmmetals.com/governance.asp

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	ASX RECOMMENDATION	**COMPLIED WITH? **	COMMENT
7.4	ASX Recommendation 7.4	Yes	The Company’s environmental risks are detailed in the Company’s 2015 Annual
			Report.
	A listed entity should disclose whether it has
	any material exposure to economic,		There is no material exposure to economic and social sustainability risks.
	environmental and social sustainability risks
	and, if it does, how it manages or intends to		The Group is subject to the reporting requirements of the National Pollutant Inventory
	manage those risks.		under the National Environmental Protection Measures legislation. This requires the
			Group to monitor, measure and report its annual emissions. The Group has
			implemented systems and processes for the collection and calculation of the data
			required.
8.	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 interests with the creation of value for security holders.

8.1	ASX	Recommendation 8.1	Recommendation 8.1	a. No	Due to the size of the Company and its Board, the Board will fulfil the roles and
					responsibilities in relation to the remuneration of directors and senior executives
	The board of a listed entity should:			1. N/A
					The Company intends to disclose the matters contemplated by Recommendation
	a.	have a remuneration committee which:		2. N/A	8.1(b) in future annual reports.
		1.	has at least three members, a majority of whom are independent directors; and	3. N/A 4. N/A	Refer Schedule 4 of the Company’s Corporate Governance Policies which is located on the Company’s website at the following link: http://www.mhmmetals.com/governance.asp
		2.	is chaired by an independent	5. N/A
			director,
				b. Yes
		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

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	ASX RECOMMENDATION	**COMPLIED WITH? **	COMMENT
	for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.
8.2	ASX Recommendation 8.2 A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.	Yes	Separate disclosure regarding the remuneration of the Company's directors (executive and non-executive) and CEO is disclosed in the Company’s Annual report, as lodged with the ASX and issued to shareholders. A copy of the latest Annual Report containing this disclosure can be accessed at http://www.mhmmetals.com/annual.asp
8.3	ASX Recommendation 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.	N/A	The Company does not have an equity based remuneration scheme in place.