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WA1 RESOURCES LTD Governance Information 2022

Sep 19, 2022

66031_rns_2022-09-19_c0571515-26f1-4b27-afa5-09f92bcad307.pdf

Governance Information

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Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Name of entity
WA1 Resources Ltd
ABN/ARBN
51 646 878 631
Financial year ended:
51 646 878 631 30 June 2022

Our corporate governance statement[1] for the period above can be found at:[2]

These pages of our ☐ annual report: This URL on our ☒ https://www.wa1.com.au/corporate-governance/ website:

The Corporate Governance Statement is accurate and up to date as at 19 September 2022 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.[3]

Date: 19 September 2022 Name of authorised officer Rhys Bradley authorising lodgement: Company Secretary

1 “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.

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 Listing Rule 4.10.3.

Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3.

The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately.

2 Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.

3 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. See notes 4 and 5 below for further instructions on how to complete this form.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Page 1

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in fullfor the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
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.

and we have disclosed a copy of our board charter at:
https://www.wa1.com.au/corporate-governance/

set out in our Corporate Governance StatementOR

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 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.

set out in our Corporate Governance StatementOR

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.

set out in our Corporate Governance StatementOR

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.

set out in our Corporate Governance Statement OR

we are an externally managed entity and this recommendation
is therefore not applicable

4 Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with “ insert location ” underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate governance/charters/”).

5 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

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in fullfor the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
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:
(1)
the measurable objectives set for that period to
achieve gender diversity;
(2)
the entity’s progress towards achieving those
objectives; and
(3)
either:
(A)
the respective proportions of men and women
on the board, in senior executive positions and
across the whole workforce (including how the
entity has defined “senior executive” for these
purposes); or
(B)
if the entity is a “relevant employer” under the
Workplace Gender Equality Act, the entity’s
most recent “Gender Equality Indicators”, as
defined in and 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.

and we have disclosed a copy of our diversity policy at:
https://www.wa1.com.au/corporate-governance/
and we have disclosed the information referred to in paragraph (c)
at:
……………………………………………………………………………..
[insert location]
and if we were included in the S&P / ASX 300 Index at the
commencement of the reporting period our measurable objective for
achieving gender diversity in the composition of its board of not less
than 30% of its directors of each gender within a specified period.

set out in our Corporate Governance StatementOR

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 for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.

and we have disclosed the evaluation process referred to in
paragraph (a) at:
https://www.wa1.com.au/corporate-governance/
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process at:
https://www.wa1.com.au/corporate-governance/

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable

Page 3

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in fullfor the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
1.7 A listed entity should:
(a)
have and disclose a process for evaluating the performance
of its senior executives at least once every reporting period;
and
(b)
disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.

and we have disclosed the evaluation process referred to in
paragraph (a) at:
https://www.wa1.com.au/corporate-governance/
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process at:
https://www.wa1.com.au/corporate-governance/

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable

Page 4

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in fullfor the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND 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.

and we have disclosed 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 at:
https://www.wa1.com.au/corporate-governance/

set out in our Corporate Governance StatementOR

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 that the board currently has or is
looking to achieve in its membership.

and we have disclosed our board skills matrix at:
https://www.wa1.com.au/corporate-governance/

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable

Page 5

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in fullfor the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
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, affiliation 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.

and we have disclosed the names of the directors considered by the
board to be independent directors at:
https://www.wa1.com.au/corporate-governance/
and, where applicable, the information referred to in paragraph (b)
at:
https://www.wa1.com.au/corporate-governance/
and the length of service of each director at:
https://www.wa1.com.au/corporate-governance/

set out in our Corporate Governance Statement
2.4 A majority of the board of a listed entity should be independent
directors.

set out in our Corporate Governance StatementOR

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.

set out 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 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.

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1 A listed entity should articulate and disclose its values.
and we have disclosed our values at:
https://www.wa1.com.au/corporate-governance/

set out in our Corporate Governance Statement
3.2 A listed entity should:
(a)
have and disclose a code of conduct for its directors,
senior executives and employees; and
(b)
ensure that the board or a committee of the board is
informed of any material breaches of that code.

and we have disclosed our code of conduct at:
https://www.wa1.com.au/corporate-governance/

set out in our Corporate Governance Statement

Page 6

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in fullfor the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
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.

and we have disclosed our whistleblower policy at:
https://www.wa1.com.au/corporate-governance/

set out in our Corporate Governance Statement
3.4 A listed entity should:
(a)
have and disclose an anti-bribery and corruption policy;
and
(b)
ensure that the board or committee of the board is
informed of any material breaches of that policy.

and we have disclosed our anti-bribery and corruption policy at:
https://www.wa1.com.au/corporate-governance/

set out in our Corporate Governance Statement

Page 7

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in fullfor the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
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.

and we have disclosed 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 at:
https://www.wa1.com.au/corporate-governance/

set out 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.

set out in our Corporate Governance Statement
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.

set out in our Corporate Governance Statement

Page 8

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in fullfor the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should have and disclose a written policy for
complying with its continuous disclosure obligations under
listing rule 3.1.

and we have disclosed our continuous disclosure compliance policy
at:
https://www.wa1.com.au/corporate-governance/

set out in our Corporate Governance Statement
5.2 A listed entity should ensure that its board receives copies of all
material market announcements promptly after they have been
made.

set out in our Corporate Governance Statement
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.

set out 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.

and we have disclosed information about us and our governance on
our website at:
https://www.wa1.com.au/corporate-governance/

set out in our Corporate Governance Statement
6.2 A listed entity should have an investor relations program that
facilitates effective two-way communication with investors.

set out in our Corporate Governance Statement
6.3 A listed entity should disclose how it facilitates and encourages
participation at meetings of security holders.

and we have disclosed how we facilitate and encourage participation
at meetings of security holders at:
https://www.wa1.com.au/corporate-governance/

set out in our Corporate Governance Statement
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.

set out in our Corporate Governance Statement

Page 9

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in fullfor the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
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.

set out 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.

and we have disclosed 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 at:
https://www.wa1.com.au/corporate-governance/

set out 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
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.

and we have disclosed whether a review of the entity’s risk
management framework was undertaken during the reporting period
at:
……………………………………………………………………………..
[insert location]

set out in our Corporate Governance Statement

Page 10

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in fullfor the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
7.3 A listed entity should disclose:
(a)
if it has an internal audit function, how the function is
structured and what role it performs; or
(b)
if it does not have an internal audit function, that fact and
the processes it employs for evaluating and continually
improving the effectiveness of its governance, risk
management and internal control processes.

[If the entity complies with paragraph (a):]
and we have disclosed how our internal audit function is structured
and what role it performs at:
……………………………………………………………………………..
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed 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 at:
……………………………………………………………………………..
[insert location]

set out in our Corporate Governance Statement
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.

and we have disclosed whether we have any material exposure to
environmental and social risks at:
……………………………………………………………………………..
[insert location]
and, if we do, how we manage or intend to manage those risks at:
……………………………………………………………………………..
[insert location]

set out in our Corporate Governance Statement

Page 11

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in fullfor the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
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.

and we have disclosed 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:
https://www.wa1.com.au/corporate-governance/

set out in our Corporate Governance StatementOR

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.

and we have disclosed separately our remuneration policies and
practices regarding the remuneration of non-executive directors and
the remuneration of executive directors and other senior executives
at:
https://www.wa1.com.au/corporate-governance/

set out 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.

and we have disclosed our policy on this issue or a summary of it at:
………………………………………………………………………
[insert location]

set out in our Corporate Governance StatementOR

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

Page 12

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in fullfor the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1 A listed entity with a director who does not speak the language
in which board or security holder meetings are held or key
corporate documents are written should disclose the processes
it has in place to ensure the director understands and can
contribute to the discussions at those meetings and
understands and can discharge their obligations in relation to
those documents.

and we have disclosed information about the processes in place at:
………………………………………………………………………
[insert location]

set out in our Corporate Governance Statement OR

we do not have a director in this position and this
recommendation is therefore not applicableOR

we are an externally managed entity and this recommendation
is therefore not applicable
9.2 A listed entity established outside Australia should ensure that
meetings of security holders are held at a reasonable place and
time.

set out in our Corporate Governance StatementOR

we are established in Australia and this recommendation is
therefore not applicableOR

we are an externally managed entity and this recommendation
is therefore not applicable
9.3 A listed entity established outside Australia, and an externally
managed 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.

set out in our Corporate Governance StatementOR

we are established in Australia and not an externally managed
listed entity and this recommendation is therefore not
applicable

we are an externally managed entity that does not hold an
AGM and this recommendation is therefore not applicable
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;
and
(b)
the role and responsibility of the board of the responsible
entity for overseeing those arrangements.

and we have disclosed the information referred to in paragraphs (a)
and (b) at:
……………………………………………………………………………..
[insert location]

set out in our Corporate Governance Statement

Page 13

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in fullfor the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
- 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.

and we have disclosed the terms governing our remuneration as
manager of the entity at:
……………………………………………………………………………..
[insert location]

set out in our Corporate Governance Statement

Page 14

ASX Listing Rules Appendix 4G (current at 17/7/2020)

ABN 51 646 878 631

==> picture [113 x 67] intentionally omitted <==

Corporate Governance Statement

For the Financial Year Ending 30 June 2022

This Corporate Governance Statement is current as at 30 June 2022 and has been approved by the Board of WA1 Resources Ltd ( the Company ) on 19 September 2022.

This Corporate Governance Statement discloses the extent to which the Company has, during the financial year ending 30 June 2022, followed the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations ( Recommendations ). The Recommendations are not mandatory, however the Recommendations that have not been followed for any part of the reporting period have been identified and reasons provided for not following them along with what, if any, alternative governance practices were adopted in lieu of the recommendation during that period.

The Company’s Corporate Governance Policies are available on the Company’s website at www.wa1.com.au.

www.wa1.com.au

Recommendations (4th Edition) Comply Explanation
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1
A listed entity should have and disclose a
charter which sets out the respective roles
and responsibilities of the Board, the Chair
and management, and includes a description
of those matters expressly reserved to the
Board and those delegated to management.
Yes The Company has adopted a Board Charter that sets out the
functions of the Board including specific roles and
responsibilities of the Board and its committees (when
established), the Chair and management and includes a
description of those matters expressly reserved to the Board
and those delegated to management.
The Board Charter sets out the specific responsibilities of the
Board, requirements as to the Board’s composition, the roles
and responsibilities of the Chair and Company Secretary,
Directors’ access to Company records and information,
details of the Board’s relationship with management and
details of the Board’s performance review.
A copy of the Company’s Board Charter is available in the
Corporate Governance section on the Company’s website.
Recommendation 1.2
A listed entity should:
undertake appropriate checks before
appointing a person, or putting forward
to security holders a candidate for
election, as a Director; and
provide security holders with all
material information relevant to a
decision on whether or not to elect or
re- elect a Director.
Yes The Company has adopted a People and Remuneration
Committee Charter that provides guidelines for the
selection, appointment and remuneration of the Board,
Senior Management and employees and the provision of
relevant information to shareholders. The People and
Remuneration Committee Charter requires that prior to
appointing a director or recommending a new candidate
for election as a director, that appropriate checks are
undertaken as to the person’s character, experience,
education, criminal record and bankruptcy history. The
Company has undertaken, and will continue to
undertake these checks as part of the process of
appointing a director or recommending a new candidate
for election as a director. The People and Remuneration
Committee Charter also requires that prior to
recruitment of Senior Management, similar checks are
undertaken.
The People and Remuneration Committee Charter,
requires monitoring and public reporting of
remuneration policies and arrangements for the
Managing Director, members of Senior Management
and the Board.
The People and Remuneration Committee Charter,
requires that all material information relevant to a
decision on whether or not to elect or re-elect a director
must be provided to security holders in the Notice of
Meeting containing the resolution to elect or re-elect a
director. The Company will ensure that such information
will be provided to security holders.
Recommendation 1.3
A listed entity should have a written
agreement with each Director and senior
executive setting out the terms of their
appointment.
Yes The Company has adopted a People and Remuneration
Committee Charter that requires the Company to ensure that
each director and member of Senior Management is a party
to a written agreement with the Company which sets out the
terms of that director’s or manager’s appointment.
The Company has written agreements with each of its
directors.

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WA1 Resources Ltd – Corporate Governance Statement

Recommendations (4th Edition) Comply Explanation
Recommendation 1.4
The company secretary of a listed entity
should be accountable directly to the Board,
through the Chair, on all matters to do with
the proper functioning of the Board.
Yes The Company has adopted a Board Charter that outlines the
roles, responsibility and accountability of the Company
Secretary. In accordance with this, the Company Secretary
reports to the Board through the Chair and is responsible for
monitoring the extent that Board policy and procedures are
followed, and coordinating the timely completion and
dispatch of Board agenda and briefing material. All directors
have access to the Company Secretary.
Recommendation 1.5
A listed entity should:
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;
disclose that policy or a summary or it;
and
disclose as at the end of each reporting
period:
(i) the measurable objectives for
achieving gender diversity set by
the Board in accordance with the
entity’s diversity policy and its
progress towards achieving them;
and
(ii) either:
(A) 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
(B) if the entity is a “relevant
employer” under the
Workplace Gender Equality
Act, the entity’s most recent
“Gender Equality Indicators”,
as defined in the Workplace
Gender Equality Act.
Partially The Company has adopted a Diversity Policy which
provides a framework for the Company to establish and
achieve measurable diversity objectives, including in
respect of gender diversity. The Diversity Policy allows
the Board to set measurable gender diversity objectives,
when considered appropriate, and to assess annually
both the objectives, if any have been set, and the
Company’s progress in achieving them.
A copy of the Company’s Diversity Policy is available in
the Corporate Governance section on the Company’s
website.
The Board did not set measurable gender diversity
objectives for the past financial year.
The respective proportions of men and women on
the Board, across the whole organisation for the past
financial year is disclosed below:
Female
Male
Board 0% 100%
Senior Management 100%
0%
Whole organisation 20%
80%
The Company was not a “relevant employer” under the
_Workplace Gender Equality Act_as it did not have 100 or
more employees in the past financial year.

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WA1 Resources Ltd – Corporate Governance Statement

Recommendations (4th Edition) Comply Explanation
Recommendation 1.6
A listed entity should:
have and disclose a process for
periodically evaluating the performance
of the Board, its committees and
individual Directors; and
disclose, in relation to each reporting
period, whether a performance
evaluation was undertaken in the
reporting period in accordance with
that process.
Partially As set out in the Board Charter, the Board will regularly
review the performance of the Board, its committees
and each director, using where necessary an external
consultant, against appropriate measures. Each year,
will disclose in its annual report whether such a
performance evaluation has been undertaken during or
in respect of that period. Each year, the Board will
review the performance of the Managing Director and
any Senior Management. Each year, will disclose in its
annual report whether such a performance evaluation
has been undertaken during or in respect of that period.
The Board did not complete a performance evaluation in
respect of the Board members during the past financial
year given the Company was admitted to the Official List
of the ASX in February 2022.
Recommendation 1.7
A listed entity should:
have and disclose a process for
periodically evaluating the performance
of its senior executives; and
disclose, in relation to each reporting
period, whether a performance
evaluation was undertaken in the
reporting period in accordance with
that process.
No The Board Charter defines responsibility for evaluating
the performance of the Company’s Managing Director
and for approving changes to remuneration or contract
terms of the Managing Director.
The Board did not complete a formal performance
evaluation in respect of the Managing Director during
the past financial year given the Company was admitted
to the Official List of the ASX in February 2022.
Principle 2: Structure the Board to add value
Recommendation 2.1
The Board of a listed entity should:
have a nomination committee which:
(i)
has at least three members, a
majority of whom are independent
Directors; and
(ii) is chaired by an independent
Director,
and disclose:
(iii) the charter of the committee;
(iv) the members of the committee;
and
(v) as at the end of each reporting
period, the number of times the
committee met throughout the
period and the individual
attendances of the members at
those meetings; or
if it does not have a nomination
committee, disclose that fact and the
processes it employs to address Board
succession issues and to ensure that the
Board has the appropriate balance of
skills, experience, independence and
knowledge of the entity to enable it to
discharge its duties and responsibilities
effectively.
No Under the Board Charter, the Board takes responsibility
for reviewing the board structure, composition, diversity
and skills, and the development of a board succession
plan and recruitment of Directors, given that the
Company is a small exploration company with only four
directors, of which three are non-executive.
A copy of the Company’s Board Charter is available in
the Corporate Governance section on the Company’s
website.
As part of its annual performance review and as a
regular agenda item the Board considers succession
issues, the skills, experience, independence and
knowledge of the entity of its members.
All Board members would be involved in the Company’s
nomination process, to the maximum extent permitted
under the Corporations Act and ASX Listing Rules.

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WA1 Resources Ltd – Corporate Governance Statement

Recommendations (4th Edition) Comply Explanation
Recommendation 2.2
A listed entity should have and disclose a
Board skill matrix setting out the mix of
skills and diversity that the Board
currently has or is looking to achieve in its
membership.
Yes Under the Board Charter the Board is required to prepare a
Board skills matrix setting out the mix of skills and diversity
that the Board currently has (or is looking to achieve) and to
review this at least annually against the Company’s Board to
ensure the appropriate mix of skills and expertise is present
to facilitate successful strategic direction.
A copy of the Board skills matrix is available in the Corporate
Governance section on the Company’s website.
Recommendation 2.3
A listed entity should disclose:
the names of the Directors considered
by the Board to be independent
Directors;
if a Director has an interest, position,
association or relationship of the type
described in Box 2.3 of the ASX
Corporate Governance Principles and
Recommendation, 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
the length of service of each Director
Yes Under the Board Charter, the Company is required to
disclose in its annual report the names of directors
considered by the Board to be independent. The
Company’s Chair Mr Lethridge is considered to be an
independent director.
Under the Board Charter, the Company is required to
disclose in its annual report if a director has an interest,
position or relationship which may be perceived to
compromise a director’s independence.
The Company’s Managing Director, Mr Savich, is not
considered independent due to his management
responsibility for the business. Non-Executive Director,
Mr Lyons is not considered independent due to his
consulting services with the company. Non-executive
Director, Mr Bradley is not considered independent due
to his role of Company Secretary and interest in Maple
West Pty Ltd which provides accounting services to the
Company.
Under the Board Charter, the Company is required to
disclose in its annual report the length of service of each
director and does so.
Recommendation 2.4
A majority of the Board of a listed entity
should be independent Directors.
No The Company’s Board Charter requires that, where practical,
the majority of the Board should be independent. The Board
did not have an independent majority during the past
financial year.
The Board considers the composition of the Board is
appropriate in the context of the size of the Board and the
Company and the scope and scale of the Company’s
operations.
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 Company’s Board Charter provides that, where practical,
the Chair of the Board should be an independent director
and should not be the Chief Executive Officer.
The current Chair Mr Lethridge, is independent and is not the
Chief Executive Officer of the Company.
Recommendation 2.6
A listed entity should have a program for
inducting new Directors and providing
appropriate professional development
opportunities for continuing Directors to
develop and maintain the skills and
knowledge needed to perform their role as a
Director effectively.
Yes The Company Secretary with the assistance of the Board,
shall organise the induction of new directors and facilitate
ongoing professional development training for directors. The
Board is responsible for the establishment of an induction
program for new directors and the periodic review and
facilitation of ongoing professional development for
directors.
Principle 3: Act ethically and responsibly

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WA1 Resources Ltd – Corporate Governance Statement

Recommendations (4th Edition) Comply Explanation
Recommendation 3.1
A listed entity should articulate and disclose
its values.
Yes A copy of the Company’s Values Statement is available in the
Corporate Governance section on the Company’s website.
Recommendation 3.2
A listed entity should:
have and disclose a code of conduct for
its directors, senior executives and
employees; and
ensure that the board or a committee
of the board is informed of any material
breaches of that code by a director or
senior executive.
Yes The Company has a Code of Conduct that applies to the
everyone in (including all employees, contractors,
consultants, managers and directors, including
temporary employees, contractors and directors of . A
copy of the Company’s Code of Conduct is available in
the Corporate Governance section on the Company’s
website.
Any Employee who knows or suspects on reasonable
grounds a breach of this Code either has occurred, is
occurring or might occur should report that information
to: an officer or senior manager of , a member of the
board of directors; or a Whistleblower Protection Officer
in accordance with ’s Whistleblower Policy, which is
available in the “Corporate Governance” section of ’s
website.
Recommendation 3.3
A listed entity should:
have and disclose a whistleblower
policy; and
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 the policy is available in the Corporate
Governance section on the Company’s website.
Under the Whistleblower Policy, the Whistleblower
Protection Officer (who is the Company Secretary) must
provide the Board information on all active
whistleblower matters at the next board meeting.
Recommendation 3.4
A listed entity should:
have and disclose an anti-bribery and
corruption policy; and
ensure that the board or committee of
the board is informed of any material
breaches of that policy.
Yes The Company has adopted an Anti-Bribery and
Corruption Policy. A copy of the policy is available in the
Corporate Governance section on the Company’s
website.
Under the Anti-Bribery and Corruption Policy, any
material breaches of the policy must be reported to the
Managing Director, the Company Secretary or the
Whistleblower Protection Officer.
Principle 4: Safeguard integrity in financial reporting

page | 5

WA1 Resources Ltd – Corporate Governance Statement

Recommendations (4th Edition) Comply Explanation
Recommendation 4.1
The Board of a listed entity should:
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
if it does not have an audit committee,
disclose that fact and the processes it
employs that independently verify and
safeguard the integrity of its financial
reporting, including the processes for
the appointment and removal of the
external auditor and the rotation of the
audit engagement partner.
No In anticipation of establishing an Audit and Risk
Committee in the future, the Company has adopted an
Audit and Risk Management Committee Charter that
provides for the creation of an Audit and Risk
Management Committee, with at least three members,
all of whom must be non-executive directors (a majority
of whom are independent), and which should be chaired
by an independent director who is not the Chair.
A copy of the Audit and Risk Management Committee
Charter is available in the Corporate Governance section
on the Company’s website.
The Board did not establish an Audit and Risk
Management Committee for the past financial year. In
accordance with the Company’s Board Charter, the
Board carried out the duties that would ordinarily be
carried out by the Audit and Risk Management
Committee, including the processes to independently
verifying the integrity of any periodic corporate report
releases to the market that is not audited or reviewed
by an external auditor.
Recommendation 4.2
The Board of a listed entity should, before
it approves the entity’s financial statements
for a financial period, receive from its CEO
and CFO a declaration that 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 The Company has obtained a sign off on these terms for each
of its financial statements during the past financial year.
Recommendation 4.3
A listed entity should disclose its process to
verify the integrity of any periodic corporate
report it releases to the market that is not
audited or reviewed by an external auditor.
Yes The Company has a process where the reports are prepared
by the Financial Accountant, reviewed by the Managing
Director and Chief Financial Officer (or, if none, the person(s)
fulfilling those functions), as well as the Company Secretary
before the Board approves the release to the ASX.
Principle 5: Make timely and balanced disclosure

page | 6

WA1 Resources Ltd – Corporate Governance Statement

Recommendations (4th Edition) Comply Explanation
Recommendation 5.1
A listed entity should:
have a written policy for complying
with its continuous disclosure
obligations under the Listing Rules; and
disclose that policy or a summary of it.
Yes The Company has adopted a Disclosure Policy to ensure
its compliance with continuous disclosure obligations.
A copy of the Disclosure Policy is available in the
Corporate Governance section on the Company’s
website.
The Disclosure Policy provides for the establishment of a
Disclosure Committee and position of Disclosure Officer.
This Committee has been established subsequent to the
end of the past financial year.
Recommendation 5.2
A listed entity should ensure that its board
receives copies of all material market
announcements promptly after they have
been made.
Yes All ASX releases that are drafted by the Company are
reviewed by the Managing Director and Company Secretary,
and all material or price sensitive releases are circulated to
the Board for approval. Following review and approval by all
directors (where material or price sensitive), the Company
Secretary lodges the release with the ASX and circulates a final
version to Directors.
Recommendation 5.3
A listed entity that gives a new and
substantive investor or analyst presentation
should release a copy of the presentation
materials on the ASX Market Announcements
Platform ahead of the presentation.
Yes Ahead of any new and substantive investor or analyst
presentation, a copy of the presentation materials is released
to ASX (even if the information in the presentation would not
otherwise require market disclosure) following approval as
discussed in 5.2.
Principle 6: Respect the rights of security holders
Recommendation 6.1
A listed entity should provide information
about itself and its governance to investors
via its website.
Yes Information about the Company and its governance including
its Values Statement, Corporate Governance Policies, Board
Skills Matrix and the Corporate Governance Statement is
available in the Corporate Governance section on the
Company’s website atwww.wa1.com.au.
Recommendation 6.2
A listed entity should design and
implement an investor relations program
to facilitate effective two-way
communication with investors.
Yes The Company has adopted a Shareholder Communication
Policy to ensure effective communication with shareholders
and other stakeholders.
The Shareholder Communication Policy states that the Board
is committed to dealing with shareholder enquiries promptly
and courteously and takes measures to ensure that its
registry, Automic Registry Services also does so. Disclosure of
information and other communication is made as
appropriate by mail or email. Security holders are given the
option to receive communication from, and send
communications to, the Board and its security registry
electronically. The Company’s security holder
communications strategy aims to promote effective
communication with shareholders and other stakeholders
and to encourage and facilitate participation at general
meetings and dealing promptly with the enquiries of
shareholders and other stakeholders.
The Shareholder Communication Policy outlines a range of
ways in which information is communicated to shareholders
and other stakeholders and is available in the Corporate
Governance section on the Company’s website.
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 The Shareholder Communication Policy states that the
Annual General Meeting is an important opportunity for the
Company to provide information to shareholders.
Shareholders are encouraged to participate at all general
meetings and Annual General Meetings of the Company.

page | 7

WA1 Resources Ltd – Corporate Governance Statement

Recommendations (4th Edition) Comply Explanation
Recommendation 6.4
A listed entity should ensure that all
substantive resolutions at a meeting of
security holders are decided by a poll rather
than by a show of hands.
Yes All resolutions dealing with ASX listing rule issues will be
decided based on a poll.
Recommendation 6.5
A listed entity should give security
holders the option to receive
communications from, and send
communications to, the entity and its security
registry electronically.
Yes The Shareholder Communication Policy provides security
holders with the option to receive communication from, and
send communications to, the Board and its share registry
electronically.
The Company encourages shareholders to receive company
information electronically by registering their email address
online with the Company’s share registry.
All information provided to the ASX is immediately posted to
the Company’s website.
Shareholder queries are referred to the Company Secretary
in the first instance.
Principle 7: Recognise and manage risk
Recommendation 7.1
The Board of a listed entity should:
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
if it does not have a risk committee or
committees that satisfy (a) above,
disclose that fact and the process it
employs for overseeing the entity’s risk
management framework.
No The Board did not establish an Audit and Risk
Management Committee for the past financial year. In
accordance with the Company’s Board Charter, the
Board carried out the duties that would ordinarily be
carried out by the Audit and Risk Management
Committee, including the processes to oversee the
entity’s risk management framework. Risk is a standing
agenda item at each Board meeting.
The Company has adopted an Audit and Risk
Management Committee Charter that provides for the
creation of an Audit and Risk Management Committee
when deemed appropriate, with at least three
members, all of whom must be independent directors,
and which should be chaired by an independent director
who is not the Chair.
A copy of the Audit and Risk Management Committee
Charter is available in the Corporate Governance section
on the Company’s website.
Recommendation 7.2
The Board or a committee of the Board
should:
review the entity’s risk management
framework with management at least
annually to satisfy itself that it continues
to be sound; and
disclose in relation to each reporting
period, whether such a review has
taken place.
Yes The Board did not establish an Audit and Risk
Management Committee for the past financial year. In
accordance with the Company’s Board Charter, the
Board carried out the duties that would ordinarily be
carried out by the Audit and Risk Management
Committee
The Company’s Board reviews the Company’s risks at
each Board meeting. The Managing Director is required
to report on the management of risk as a standing
agenda item at each Board meeting. In addition, the
Company’s Board also reviews the Company’s risk
management framework and risk register at least
annually.

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WA1 Resources Ltd – Corporate Governance Statement

Recommendations (4th Edition) Comply Explanation
Recommendation 7.3
A listed entity should disclose:
if it has an internal audit function, how
the function is structured and what role
it performs; or
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.
No The Board believes it is not of a size to justify having an
internal audit function for efficiency purposes but will
monitor the need for an internal audit function as the
size of the Company and its operations grow having
regard to the size, location and complexity of the
Company’s operations.
The Board is responsible for establishing and reviewing
the Company’s policies on risk profile, oversight and
management and satisfying itself that management has
developed and implemented a sound system of risk
management and internal control. In addition, the Board
reviews the Company’s risk management framework
including in relation to internal controls, economic,
cultural heritage, environmental and social risk at least
annually and monitors the quality of the accounting
function. This review was undertaken by Board during
the past financial year.
Recommendation 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.
Yes The Company’s Audit and Risk Management Committee
Charter requires disclosure of any material exposure to
economic, cultural heritage, environmental and social risks
and how the Company intends to manage those risks.
The Company discloses this information in its annual report
and on its website as part of its continuous disclosure
obligations.
Principle 8: Remunerate fairly and responsibly
Recommendation 8.1
The Board of a listed entity should:
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
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.
No The Company has adopted a People and Remuneration
Committee Charter for when a Committee is
established. This provides that the committee have at
least three members all of whom to be non-executive
directors, a majority of whom are independent
directors, and should be chaired by an independent
non-executive director.
A copy of the Company’s People and Remuneration
Committee Charter is available in the Corporate
Governance section on the Company’s website.
Given the size of the Company, the Board carries out the
duties that would ordinarily be carried out by the People
and Remuneration Committee, including processes to
ensure remuneration levels are appropriate and
competitive to attract suitably qualified and experienced
directors and senior management, having regard for
Company performance.

page | 9

WA1 Resources Ltd – Corporate Governance Statement

Recommendations (4th Edition) Comply Explanation
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 and ensure that
the different roles and responsibilities of
non-executive Directors compared to
executive Directors and other senior
executives are reflected in the level and
composition of their remuneration.
Yes The Company’s Board Charter requires the Board evaluate
and approve the remuneration of directors and the senior
management.
The Company will disclose its policies and practices regarding
the remuneration of directors and the senior management in
the remuneration report contained in the Company’s annual
report.
Recommendation 8.3
A listed entity which has an equity-based
remuneration scheme should:
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
disclose that policy or a summary of it.
No The Company does not have an equity-based remuneration
scheme.

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WA1 Resources Ltd – Corporate Governance Statement