Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

WEST WITS MINING LIMITED Governance Information 2021

Sep 29, 2021

66091_rns_2021-09-29_5b12e752-d07d-4aa4-963c-34a5e56d02d5.pdf

Governance Information

Open in viewer

Opens in your device viewer

Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

WEST WITS MINING LIMITED

ABN/ARBN
89 124 894 060
Financial year ended:
89 124 894 060 30 JUNE 2021

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

  • These pages of our annual report:

This URL on our website: https://westwitsmining.com/corporate-governance/ AND Enclosed following this Appendix

The Corporate Governance Statement is accurate and up to date as at 30 September 2021 and has been approved by the board.

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

Date: 30 September 2021

Name of authorised officer authorising lodgement: Paul Godfrey, Joint 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

==> picture [730 x 302] intentionally omitted <==

----- Start of picture text -----

Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: 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 ☒ ☐ set out in our Corporate Governance Statement OR
out:
and we have disclosed a copy of our board charter in our Corporate ☐ we are an externally managed entity and this recommendation
(a) the respective roles and responsibilities of its board and Governance Statement available at: is therefore not applicable
management; and -
https://westwitsmining.com/corporate governance/
(b) those matters expressly reserved to the board and those
delegated to management.
1.2 A listed entity should: ☒ ☐ set out in our Corporate Governance Statement OR
(a) undertake appropriate checks before appointing a director or ☐ we are an externally managed entity and this recommendation
senior executive or putting someone forward for election as is therefore not applicable
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.
1.3 A listed entity should have a written agreement with each director ☒ ☐ set out in our Corporate Governance Statement OR
and senior executive setting out the terms of their appointment.
☐ 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 ☒ ☐ set out in our Corporate Governance Statement OR
directly to the board, through the chair, on all matters to do with
☐ we are an externally managed entity and this recommendation
the proper functioning of the board.
is therefore not applicable
----- End of picture text -----

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 Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in full for 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
Where a box below is ticked,4we have followed the
recommendation in full for 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:
……………………………………………………………………………..
[insert location]
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) in our Corporate Governance Statement available at:
https://westwitsmining.com/corporate-governance/
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process in our Corporate
Governance Statement available at:
https://westwitsmining.com/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

==> picture [730 x 158] intentionally omitted <==

----- Start of picture text -----

Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
1.7 A listed entity should: ☒ ☐ set out in our Corporate Governance Statement OR
(a) have and disclose a process for evaluating the performance and we have disclosed the evaluation process referred to in ☐ we are an externally managed entity and this recommendation
of its senior executives at least once every reporting period; paragraph (a) in our Corporate Governance Statement available at: is therefore not applicable
and
-
https://westwitsmining.com/corporate governance/
(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 whether a performance evaluation was undertaken for the
reporting period in accordance with that process in our Corporate
Governance Statement available at:
-
https://westwitsmining.com/corporate governance/
----- End of picture text -----

Page 4

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

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

==> picture [730 x 331] intentionally omitted <==

----- Start of picture text -----

Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: 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: ☒ ☐ set out in our Corporate Governance Statement OR
(a) have a nomination committee which: and we have disclosed the fact that we do not have a nomination ☐ we are an externally managed entity and this recommendation
(1) has at least three members, a majority of whom are committee and the processes we employ to address board is therefore not applicable
independent directors; and succession issues and to ensure that the board has the appropriate
(2) is chaired by an independent director, balance of skills, knowledge, experience, independence and
diversity to enable it to discharge its duties and responsibilities
and disclose:
effectively in our Corporate Governance Statement available at:
(3) the charter of the committee; -
https://westwitsmining.com/corporate governance/
(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.
2.2 A listed entity should have and disclose a board skills matrix ☒ ☐ set out in our Corporate Governance Statement OR
setting out the mix of skills that the board currently has or is
and we have disclosed our board skills matrix in our Corporate ☐ we are an externally managed entity and this recommendation
looking to achieve in its membership.
Governance Statement available at: is therefore not applicable
-
https://westwitsmining.com/corporate governance/
----- End of picture text -----

Page 5

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

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

==> picture [730 x 330] intentionally omitted <==

----- Start of picture text -----

Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
2.3 A listed entity should disclose: ☒ ☐ set out in our Corporate Governance Statement
(a) the names of the directors considered by the board to be
and we have disclosed the names of the directors considered by the
independent directors;
board to be independent directors in our Corporate Governance
(b) if a director has an interest, position, affiliation or Statement available at:
relationship of the type described in Box 2.3 but the board -
https://westwitsmining.com/corporate governance/
is of the opinion that it does not compromise the
and in our Annual Report.
independence of the director, the nature of the interest,
position or relationship in question and an explanation of and, where applicable, the information referred to in paragraph (b)
why the board is of that opinion; and directors in our Corporate Governance Statement at:
-
(c) the length of service of each director. https://westwitsmining.com/corporate governance/
and in our Annual Report.
and the length of service of each director in our Annual Report:
2.4 A majority of the board of a listed entity should be independent ☐ ☒ set out in our Corporate Governance Statement OR
directors.
☐ 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 ☐ ☒ set out in our Corporate Governance Statement OR
independent director and, in particular, should not be the same
☐ we are an externally managed entity and this recommendation
person as the CEO of the entity.
is therefore not applicable
2.6 A listed entity should have a program for inducting new ☒ ☐ set out in our Corporate Governance Statement OR
directors and for periodically reviewing whether there is a need
☐ we are an externally managed entity and this recommendation
for existing directors to undertake professional development to
is therefore not applicable
maintain the skills and knowledge needed to perform their role
as directors effectively.
----- End of picture text -----

Page 6

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

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

==> picture [730 x 323] intentionally omitted <==

----- Start of picture text -----

Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1 A listed entity should articulate and disclose its values. ☐ ☒ set out in our Corporate Governance Statement
and we have disclosed our values at:
……………………………………………………………………………..
[ insert location ]
3.2 A listed entity should: ☒ ☐ set out in our Corporate Governance Statement
(a) have and disclose a code of conduct for its directors,
and we have disclosed our code of conduct as part of our Corporate
senior executives and employees; and Governance Pack available at:
(b) ensure that the board or a committee of the board is -
https://westwitsmining.com/corporate governance/
informed of any material breaches of that code.
3.3 A listed entity should: ☒ ☐ set out in our Corporate Governance Statement
(a) have and disclose a whistleblower policy; and
and we have disclosed our whistleblower policy as part of our Corporat
(b) ensure that the board or a committee of the board is Governance Pack available at:
informed of any material incidents reported under that -
https://westwitsmining.com/corporate governance/
policy.
3.4 A listed entity should: ☐ ☒ set out in our Corporate Governance Statement
(a) have and disclose an anti-bribery and corruption policy;
and we have disclosed our anti-bribery and corruption policy at:
and
(b) ensure that the board or committee of the board is …………………………………………………………………………….. [ insert location ]
informed of any material breaches of that policy.
----- End of picture text -----

Page 7

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

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

==> picture [730 x 442] intentionally omitted <==

----- Start of picture text -----

Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1 The board of a listed entity should: ☒ ☐ set out in our Corporate Governance Statement
(a) have an audit committee which: and we have disclosed the fact that we do not have an audit
(1) has at least three members, all of whom are non- committee and the processes we employ that independently verify
executive directors and a majority of whom are and safeguard the integrity of our corporate reporting, including the
independent directors; and processes for the appointment and removal of the external auditor
(2) is chaired by an independent director, who is not and the rotation of the audit engagement partner in our Corporate
the chair of the board, Governance Statement and Corporate Governance Pack available
at:
and disclose:
-
https://westwitsmining.com/corporate governance/
(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.
4.2 The board of a listed entity should, before it approves the ☒ ☐ set out in our Corporate Governance Statement
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.
4.3 A listed entity should disclose its process to verify the integrity ☒ ☐ set out in our Corporate Governance Statement
of any periodic corporate report it releases to the market that is
not audited or reviewed by an external auditor.
----- End of picture text -----

Page 8

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

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

==> picture [730 x 447] intentionally omitted <==

----- Start of picture text -----

Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: 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 ☒ ☐ set out in our Corporate Governance Statement
complying with its continuous disclosure obligations under
and we have disclosed our continuous disclosure compliance policy
listing rule 3.1.
as part of the Corporate Governance Pack available at:
-
https://westwitsmining.com/corporate governance/
5.2 A listed entity should ensure that its board receives copies of all ☒ ☐ set out in our Corporate Governance Statement
material market announcements promptly after they have been
made.
5.3 A listed entity that gives a new and substantive investor or ☒ ☐ set out in our Corporate Governance Statement
analyst presentation should release a copy of the presentation
materials on the ASX Market Announcements Platform ahead
of the presentation.
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about itself and its ☒ ☐ set out in our Corporate Governance Statement
governance to investors via its website.
and we have disclosed information about us and our governance on
our website at:
-
https://westwitsmining.com/corporate governance/
6.2 A listed entity should have an investor relations program that ☒ ☐ set out in our Corporate Governance Statement
facilitates effective two-way communication with investors.
6.3 A listed entity should disclose how it facilitates and encourages ☒ ☐ set out in our Corporate Governance Statement
participation at meetings of security holders.
and we have disclosed how we facilitate and encourage participation
at meetings of security holders in our Corporate Governance
Statement and Corporate Governance Pack available at:
-
https://westwitsmining.com/corporate governance/
6.4 A listed entity should ensure that all substantive resolutions at a ☒ ☐ set out in our Corporate Governance Statement
meeting of security holders are decided by a poll rather than by
a show of hands.
6.5 A listed entity should give security holders the option to receive ☒ ☐ set out in our Corporate Governance Statement
communications from, and send communications to, the entity
and its security registry electronically.
----- End of picture text -----

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 Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in full for 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
Where a box below is ticked,4we have followed the
recommendation in full for 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 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 in our Corporate
Governance Statement and Corporate Governance Pack available
at:
https://westwitsmining.com/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
in our Corporate Governance Statement and Corporate Governance
Pack available at:
https://westwitsmining.com/corporate-governance/

set out in our Corporate Governance Statement
7.3 A listed entity should disclose:
(a)
if it has an internal audit function, how the function is
structured and what role it performs; or
(b)
if it does not have an internal audit function, that fact and
the processes it employs for evaluating and continually
improving the effectiveness of its governance, risk
management and internal control processes.

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 our Corporate Governance Statement and
Corporate Governance Pack available at:
https://westwitsmining.com/corporate-governance/

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

==> picture [730 x 145] intentionally omitted <==

----- Start of picture text -----

Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
7.4 A listed entity should disclose whether it has any material ☐ ☒ set out in our Corporate Governance Statement
exposure to environmental or social risks and, if it does, how it
and we have disclosed whether we have any material exposure to
manages or intends to manage those risks.
environmental and social risks at:
……………………………………………………………………………..
[ insert location ]
and, if we do, how we manage or intend to manage those risks at:
……………………………………………………………………………..
[ insert location ]
----- End of picture text -----

Page 11

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

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

==> picture [730 x 452] intentionally omitted <==

----- Start of picture text -----

Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1 The board of a listed entity should: ☒ ☐ set out in our Corporate Governance Statement OR
(a) have a remuneration committee which: and we have disclosed the fact that we do not have a remuneration ☐ we are an externally managed entity and this recommendation
(1) has at least three members, a majority of whom are committee and the processes we employ for setting the level and is therefore not applicable
independent directors; and composition of remuneration for directors and senior executives and
(2) is chaired by an independent director, ensuring that such remuneration is appropriate and not excessive in
our Corporate Governance Statement and Corporate Governance
and disclose:
Pack available at:
(3) the charter of the committee; -
https://westwitsmining.com/corporate governance/
(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.
8.2 A listed entity should separately disclose its policies and ☒ ☐ set out in our Corporate Governance Statement OR
practices regarding the remuneration of non-executive directors
and the remuneration of executive directors and other senior and we have disclosed separately our remuneration policies and ☐ we are an externally managed entity and this recommendation
executives. practices regarding the remuneration of non-executive directors and is therefore not applicable
the remuneration of executive directors and other senior executives
in our Corporate Governance Statement and Corporate Governance
Pack available at:
-
https://westwitsmining.com/corporate governance/
8.3 A listed entity which has an equity-based remuneration scheme ☐ ☐ set out in our Corporate Governance Statement OR
should:
and we have disclosed our policy on this issue or a summary of it at: ☒ we do not have an equity-based remuneration scheme and
(a) have a policy on whether participants are permitted to …………………………………………………………………………….. this recommendation is therefore not applicable OR
enter into transactions (whether through the use of
[insert location] ☐ we are an externally managed entity and this recommendation
derivatives or otherwise) which limit the economic risk of
is therefore not applicable
participating in the scheme; and
(b) disclose that policy or a summary of it.
----- End of picture text -----

Page 12

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

WEST WITS MINING LIMITED ABN 89 124 894 060 (COMPANY)

CORPORATE GOVERNANCE STATEMENT

This Corporate Governance Statement is current as at 30 September 2021 and has been approved by the Board of the Company.

This Corporate Governance Statement discloses the extent to which the Company has followed the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations (4[th] edition) ( 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 has adopted a Corporate Governance Pack which provides the written terms of reference for the Company’s corporate governance duties. During the reporting period covered by this Corporate Governance Statement, the Company undertook a review of its corporate governance policies and procedures, including in the context of the ASX Corporate Governance Policies and Procedures (4[th] Edition). As a result of this review, the Company adopted new and amended corporate governance policies and procedures during the reporting period covered by this Corporate Governance Statement.

The Company’s corporate governance policies and procedures are available on the Company’s website at https://westwitsmining.com/corporate-governance/.

It is noted that the Board does not consider that the Company will gain any benefit from individual Board committees (other than the audit committee) and that its resources would be better utilised in other areas as the Board is of the strong view that at this stage the experience and skill set of the current Board is sufficient to perform these roles. Under the Company’s Board Charter, the duties that would ordinarily be assigned to individual committees are currently carried out by the full Board under the written terms of reference for those committees.

==> picture [781 x 48] intentionally omitted <==

----- Start of picture text -----

RECOMMENDATION RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
Principle 1: Lay solid foundations for management and oversight
----- End of picture text -----

RECOMMENDATION
RECOMMENDATIONS (4TH EDITION)
COMPLY
EXPLANATION
RECOMMENDATION
RECOMMENDATIONS (4TH EDITION)
COMPLY
EXPLANATION
RECOMMENDATION
RECOMMENDATIONS (4TH EDITION)
COMPLY
EXPLANATION
RECOMMENDATION
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 board
charter setting out:
(a) the respective roles and responsibilities of
its board and management; and
(b) those matters expressly reserved to the
board
and
those
delegated
to
management.
Yes The Company has adopted a Board Charter (which forms part of the Corporate Governance Pack
that is available on the website of the Company) that sets out the specific 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.
The Board Charter is contained within the Company’s Corporate Governance Pack which is
available on the Company’s website.
The Board is responsible for the corporate governance of the Company. The Board develops
strategies for the Company, reviews strategic objectives and monitors performance against
those objectives. Clearly articulating the division of responsibilities helps manage expectations
and avoid misunderstandings about their respective roles and accountabilities.

1

RECOMMENDATION RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
In general, the Board assumes (amongst others) the following responsibilities:
providing leadership and setting the strategic objectives of the Company;
appointing and when necessary replacing the Executive Directors;
approving the appointment and when necessary replacement, of other senior executives;
undertaking appropriate checks before appointing a person, or putting forward to security
holders a candidate for election, as a Director;
overseeing management's implementation of the Company's strategic objectives and its
performance generally;
approving operating budgets and major capital expenditure;
overseeing the integrity of the Company's accounting and corporate reporting systems including
the external audit;
overseeing the Company's process for making timely and balanced disclosure of all material
information concerning the Company that a reasonable person would expect to have a
material effect on the price or value of the Company's securities;
ensuring that the Company has in place an appropriate risk management framework and setting
the risk appetite within which the Board expects management to operate; and
monitoring the effectiveness of the Company's governance practices.
Recommendation 1.2 A listed entity should:
(a) undertake
appropriate
checks before
appointing a director or senior executive or
putting someone forward for election as a
director; and
(b) provide security holders with all material
information in its possession relevant to a
decision on whether or not to elect or re-
elect a director.
Yes (a)
The Company has guidelines for the appointment and selection of the Board in its
Corporate Governance Pack. The Company’s Board Charter and the Remuneration and
Nomination Committee Charter (both contained in the Company’s Corporate Governance
Pack) requires that appropriate checks are undertaken before appointing a person, or
putting forward to security holders a candidate for election, as a Director. The Board
Charter further provides that prospective Directors will be requested to provide the
Company with a consent to undertaking background and other checks. These checks may
include checks in respect of character, experience, education, criminal history and
bankruptcy history (as appropriate).
(b)
Under the Board Charter, 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
containingthe resolution to elect or re-elect a Director.

2

RECOMMENDATION RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
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 Board Charter requires that each Director and senior executive is a party to a written
agreement with the Company which sets out the terms of that Director’s or senior executive’s
appointment. The Remuneration and Nomination Committee (or, in its absence, the Board) is
responsible for ensuring that the Company has a written agreement with each of its Directors
and senior executives. The Company has had written agreements with each of its Directors and
senior executives for the past financial year.
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 Board Charter outlines the roles, responsibility and accountability of the Company Secretary
(or joint Company Secretaries). In accordance with this, the Company Secretary (or joint
Company Secretaries) is accountable directly to the Board, through the Chair, on all matters to
do with the proper functioning of the Board.
Recommendation 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
No (a) 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, if considered appropriate, and to assess annually both the objectives (if any
have been set) and the Company’s progress in achieving them.
(b) The Diversity Policy is available, as part of the Corporate Governance Pack, on the
Company’s website.
(c)
The Board values diversity and recognises the benefits it can bring to the organisation's
ability to achieve its goals. However, given the current stage of the Company's operations,
the Company has determined at this stage not to formally adopt a diversity policy. The
Company will re-assess this as the Company grows.
(d) The Company did not have any women on the Board or in Senior Executive positions. The
Company had one woman across the whole organisation for the past financial year.

3

RECOMMENDATION
RECOMMENDATIONS (4TH EDITION)
RECOMMENDATION
RECOMMENDATIONS (4TH EDITION)
COMPLY EXPLANATION
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
eachgender within a specifiedperiod.
Recommendation 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.
Yes (a) The Company’s Remuneration and Nomination Committee (or, in its absence, the Board)
is responsible for evaluating the performance of the Board, its committees and individual
Directors on an annual basis. It may do so with the aid of an independent advisor. The
process for evaluating the performance of the Board, its committees and individual
Directors is set out in the Corporate Governance Pack which is available on the website of
the Company.
(b) The Corporate Governance Pack requires the Company to disclose whether or not
performance evaluations have been conducted during the relevant reporting period.
Performance evaluations were conducted in respect of the Board, its committees (if any)
and individual Directors for thepast financialyear(beingthe reporting period).
Recommendation 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.
Yes (a) The Company’s Remuneration and Nomination Committee (or, in its absence, the Board)
is responsible for evaluating the performance of the Company’s senior executives on an
annual basis. A senior executive, for these purposes, means key management personnel
(as defined in the Corporations Act) other than a non-executive Director. The Board may
do so with the aid of an independent advisor. The process for evaluating the performance
of senior executives is set out in the Corporate Governance Pack which is available on the
website of the Company.
(b) The Company had one senior executive during the past financial year, being Jacobus Schalk
van Heerden who is the Managing Director and CEO. The performance of the senior
executive was assessed bythe other members of the Board.
Principle 2: Structure the Board to add value
Recommendation 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:
Yes (a) The Company’s Remuneration and Nomination Committee Charter provides for the
creation of a Remuneration and Nomination Committee (if it is considered it will benefit
the Company), with at least three members, a majority of whom are independent
Directors, and which must be chaired by an independent Director.
(b) The Company did not have a Remuneration and Nomination Committee for the past
financial year as the Board did not consider the Company would benefit from its
establishment. In accordance with the Company’s Board Charter, the Board carries out the

4

==> picture [781 x 512] intentionally omitted <==

----- Start of picture text -----

RECOMMENDATION RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
(3) the charter of the committee; duties that would ordinarily be carried out by the Remuneration and Nomination
(4) the members of the committee; and Committee under the Remuneration and Nomination Committee Charter, including the
following processes to address succession issues and to ensure the Board has the
(5) as at the end of each reporting period,
appropriate balance of skills, experience, independence and knowledge of the entity to
the number of times the committee
enable it to discharge its duties and responsibilities effectively:
met throughout the period and the
individual attendances of the (i) devoting time at least annually to discuss Board succession issues and consider
members at those meetings; or updating the Company’s Board skills matrix; and
(b) if it does not have a nomination (ii) all Board members being involved in the Company’s nomination process, to the
committee, disclose that fact and the maximum extent permitted under the Corporations Act and ASX Listing Rules.
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.
Recommendation 2.2 A listed entity should have and disclose a board Yes The Board regularly evaluates the mix of skills, experience and diversity at the Board level. The
skills matrix setting out the mix of skills that the Board believes that a highly credentialed Board, with a diversity of background, skills and
board currently has or is looking to achieve in its perspective will be effective in supporting and enabling delivery of good governance for the
membership. Company and value for the Company’s shareholders. As at 30 June 2021, the Board comprised
five Directors from diverse backgrounds with a range of business experience, skills and
attributes. The following demonstrates the skills and experience of the Directors across several
dimensions that are relevant to the Company:
Managing and leadership No of Directors
Holds senior management positions held outside the Company (past 5
and present)
Resource industry experience
Management/board representation on other resource entities (past 5
and present)
Experience in resource-based transactions, joint ventures, acquisitions 5
and/or disposals
Management of exploration and development activities – drilling, 3
surveying, etc
----- End of picture text -----

5

RECOMMENDATION RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
Governance or regulatory
Experience in governance of listed organisations (past and present) 5
Board membership of other listed entities (past and present) 3
Strategy
Experience in growing the business, assessing value based
opportunities,
think
strategically
and
review
and
challenge
management in order to make informed decisions and assess
performance against strategy
5
Experience in identifying, negotiating and executing transactions
including the acquisition of desirable opportunities
4
Financial acumen
Financial literacy 5
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,
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.
Yes (a)
The Board Charter requires the disclosure of the names of Directors considered by the
Board to be independent. No Director is currently considered to be independent.
(b)
No Director falls within this category.
(c)
The Company’s Annual Report discloses the length of service of each Director, as at the
end of each financial year.

6

==> picture [781 x 518] intentionally omitted <==

----- Start of picture text -----

RECOMMENDATION RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
Recommendation 2.4 A majority of the board of a listed entity should No All of the Directors of the Company are not considered to be independent Directors. Given the
be independent directors. small size of the Company and its operations, the Board does not consider it necessary to
appoint further independent Directors at this time however the Board and senior management
(if any) will periodically review this position.
Mr Michael Quinert is the Non-Executive Chairman and is not considered to be an independent
Recommendation 2.5 The chair of the board of a listed entity should No
Director, however Mr Quinert is not the same person as the CEO (who is Jacobus Schalk van
be an independent director and, in particular,
Heerden).
should not be the same person as the CEO of the
entity.
Recommendation 2.6 A listed entity should have a program for Yes The Board Charter sets out an extensive induction process for new Directors which are to be
inducting new directors and for periodically facilitated by the joint Company Secretaries. The Remuneration and Nomination Committee (or,
reviewing whether there is a need for existing in its absence, the Board) shall review the induction process periodically to ensure it remains
directors to undertake professional appropriate for new Directors.
development to maintain the skills and
The Board Charter sets out that the need for professional development of Directors shall be
knowledge needed to perform their role as
reviewed each year by the Remuneration and Nomination Committee (or, in its absence, the
directors effectively.
Board). The Remuneration and Nomination Committee (or, in its absence, the Board) shall also
develop with the Directors an appropriate training and development program.
Timothy Chapman was appointed as a Director during the reporting period. An induction was
completed by the Company at the time of his appointment as a Director.
Principle 3: Act ethically and responsibly
Recommendation 3.1 A listed entity should articulate and disclose its No The Company has adopted a statement of values (which forms part of the Company’s Corporate
values. Governance Pack) that is available on the Company’s website.
The statement of values was adopted during the reporting period as part of the review of the
corporate governance policies and procedures. Accordingly, the Company does not fully comply
with this Recommendation as the statement of values was not in place for the entirety of the
reporting period.
Recommendation 3.2 A listed entity should: Yes (a) The Company’s Corporate Code of Conduct applies to the Company’s Directors, senior
(a) have and disclose a code of conduct for its executives and employees.
directors, senior executives and
(b) The Company’s Corporate Code of Conduct (which forms part of the Company’s Corporate
employees; and
Governance Pack) is available on the Company’s website.
(b) ensure that the board or a committee of
the board is informed of any material
breaches of that code.
Recommendation 3.3 A listed entity should: Yes (a) The Company has adopted a whistleblower policy that is available on its website.
----- End of picture text -----

7

RECOMMENDATION RECOMMENDATIONS (4TH EDITION)
COMPLY
RECOMMENDATIONS (4TH EDITION)
COMPLY
EXPLANATION
(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.
(b) Breaches of the whistleblower policy are to be reported to the joint Company Secretaries
who shall be responsible, subject to compliance with the terms of the whistleblower policy,
for reporting the breach directly to the Board.
Recommendation 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.
No
(a) The Company has adopted an anti-bribery and corruption policy that forms part of the
Corporate Governance Pack that is available on the website of the Company.
(b) Breaches of the anti-bribery and corruption policy are to be reported to the joint Company
Secretaries who shall be responsible for reporting the breach directly to the Board.
The anti-bribery and corruption policy of the Company was adopted during the reporting period
as part of the review of the corporate governance policies and procedures of the Company.
Accordingly, the Company does not fully comply with this Recommendation as the anti-bribery
and corruption policy was not in place for the entirety of reporting period.
Principle 4: Safeguard the integrity of Corporate Reports
Recommendation 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 independentlyverifyand
Yes (a) The Company’s Corporate Governance Pack contains an Audit and Risk Committee Charter
that provides for the creation of an Audit and Risk Committee (if it is considered it will
benefit the Company).
(b) The Company did not have an Audit and Risk Committee for the past financial year as the
Board did not consider the Company would benefit from its establishment. In accordance
with the Corporate Governance Pack, the Board carries out the duties that would ordinarily
be carried out by the Audit and Risk Committee under the Audit and Risk Committee
Charter including the following processes to independent 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:
(i)
The Board devotes time at Board meetings to fulfilling the roles and responsibilities
associated with the Company’s internal audit function (if any) and arrangements with
external auditors; and
(ii) all Board members are involved in the Company’s audit function to ensure the proper
maintenance of the entity and the integrity of financial reporting. The internal
financial reporting function of the Company is led by the CFO in Australia and the
Company has engaged advisors in South Africa to assist with this function.

8

==> picture [781 x 523] intentionally omitted <==

----- Start of picture text -----

RECOMMENDATION RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
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.
Recommendation 4.2 The board of a listed entity should, before it Yes The Company’s Audit and Risk Committee Charter requires the CEO and CFO (or, if none, the
approves the entity’s financial statements for a person(s) fulfilling those functions) to provide a sign off on these terms. The Company has
financial period, receive from its CEO and CFO a obtained a sign off on these terms for each of its financial statements in the past financial year.
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.
Recommendation 4.3 A listed entity should disclose its process to Yes Periodic financial or other reports released in or for a particular financial period which are not
verify the integrity of any periodic corporate audited or reviewed by the external auditor are to be peer-reviewed internally and signed off
report it releases to the market that is not on by the CFO (or the person(s) fulfiling that role, if any) and the Board prior to release (including
audited or reviewed by an external auditor. release as an announcement to ASX).
Principle 5: Make Timely and Balanced Disclosure
Recommendation 5.1 A listed entity should have and disclose a written Yes The Company has adopted a Communication and Disclosure Policy that contains its policy for
policy for complying with its continuous complying with its continuous disclosure obligations under listing rule 3.1.
disclosure obligations under listing rule 3.1.
The Communication and Disclosure Policy forms part of the Corporate Governance Pack that is
available on the website of the Company.
Recommendation 5.2 A listed entity should ensure that its board Yes The joint Company Secretaries circulates all market announcements to the Board immediately
receives copies of all material market prior to, or shortly after, release to ASX in accordance with the Board Charter and the
announcements promptly after they have been Communication and Disclosure Policy.
made.
Recommendation 5.3 A listed entity that gives a new and substantive Yes The joint Company Secretaries are responsible for releasing presentation materials to ASX ahead
investor or analyst presentation should release of the presentation occurring.
a copy of the presentation materials on the ASX
Market Announcements Platform ahead of the
presentation.
----- End of picture text -----

9

==> picture [781 x 513] intentionally omitted <==

----- Start of picture text -----

RECOMMENDATION RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
Principle 6: Respect the Rights of Security Holders
Recommendation 6.1 A listed entity should provide information about Yes The Company provides information about itself and its corporate governance policies and
itself and its governance to investors via its procedures, including its corporate governance statement prepared in respect of each reporting
website. period, via its website (https://westwitsmining.com/corporate-governance/).
Recommendation 6.2 A listed entity should have an investor relations Yes The Communication and Disclosure Policy sets out the investor relations program of the
program that facilitates effective two-way Company that is proposed to facilitate effect two-way communication with investors and is
communication with investors. available on the Company’s website as part of the Company’s Corporate Governance Pack.
Recommendation 6.3 A listed entity should disclose how it facilitates Yes The Board Charter sets out how shareholders are encouraged to participate in meetings. The
and encourages participation at meetings of Communication and Disclosure Policy provides for shareholder meetings being structured to
security holders. provide effective communication to shareholders and allow the reasonable opportunity for
shareholder participation, including to ask questions of the Company and, in the case of an AGM,
the external auditor of the Company.
Recommendation 6.4 A listed entity should ensure that all substantive Yes As set out in the Board Charter, all substantive resolutions are to be determined by way of a poll
resolutions at a meeting of security holders are rather than by a show of hands. All substantive resolutions considered at meetings of security
decided by a poll rather than by a show of hands. holders during the reporting period were decided by a poll.
Recommendation 6.5 A listed entity should give security holders the Yes The Company has always provided shareholders with the opportunity to communicate with the
option to receive communications from, and Company by electronic means.
send communications to, the entity and its
As set out in the Communication and Disclosure Policy, shareholders are given the option to
security registry electronically.
send and receive communications from the Company and its registry by electronic means.
The Shareholder Communication Strategy provides that security holders can register with the
Company to receive email notifications when an announcement is made by the Company to the
ASX, including the release of the Annual Report, half yearly reports and quarterly reports. Links
are made available to the Company’s website on which all information provided to the ASX is
immediately posted.
The Company’s email address ([email protected]) is provided on the Company’s
website and management (usually the joint Company Secretaries (with the authority of the
Board) or the Executive Director) responds to shareholder communication when received.
Principle 7: Recognise and Manage Risk
Recommendation 7.1 The board of a listed entity should: Yes (a) The Company’s Corporate Governance Pack contains an Audit and Risk Committee Charter
(a) have a committee or committees to that provides for the creation of an Audit and Risk Committee (if it is considered it will
oversee risk, each of which: benefit the Company), with at least three members, all of whom must be independent
Directors, and which must be chaired by an independent Director.
----- End of picture text -----

10

RECOMMENDATION RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
(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.
A copy of the Corporate Governance Pack is available on the Company’s website.
(b) The Company did not have an Audit and Risk Committee for the past financial year as the
Board did not consider the Company would benefit from its establishment. In accordance
with the Company’s Board Charter, the Board carries out the duties that would ordinarily
be carried out by the Audit and Risk Committee under the Audit and Risk Committee
Charter including the Board devoting time at all Board meetings to fulfilling the roles and
responsibilities associated with overseeing risk and maintaining the entity’s risk
management framework and associated internal compliance and control procedures.
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 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.
Yes A review of the risk framework including, where applicable, performance of segments of the
entity, human resources, environment, continuous disclosure obligations and financial matters
covering internal control and cash flow was undertaken by the Board.
It was considered that regular risk reviews were unnecessary unless the nature of the operations
of the Company changed.
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
governance, risk management and internal
control processes.
Yes (a)
If the Company were to have an internal audit function, the Audit and Risk Committee
Charter provides for the Audit and Risk Committee (or, in its absence, the Board) to
structure the internal function and define the role it would perform.
(b)
The Company did not have an internal audit function for the reporting period. The
Company employed the following process for evaluating and continually improving the
effectiveness of its risk management and internal control processes:
(i)
the Board monitors the need for an internal audit function having regard to the size,
location and complexity of the Company’s operations;

11

RECOMMENDATION RECOMMENDATIONS (4TH EDITION)
COMPLY
EXPLANATION
RECOMMENDATIONS (4TH EDITION)
COMPLY
EXPLANATION
RECOMMENDATIONS (4TH EDITION)
COMPLY
EXPLANATION
(ii)
the Board periodically undertakes an internal review of financial systems and
processes where systems are considered to require improvement these systems are
developed; and
(iii)
The Board reviews risk management and internal compliance procedures at each
Board meetingand monitors thequalityof the accountingfunction.
Recommendation 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.
No
The Audit and Risk Committee Charter requires the Audit and Risk Committee (or, in its absence,
the Board) to assist management in determining whether the Company has any material
exposure to environmental or social risks and, if it does, how it manages or intends to manage
those risks.
The Company’s Corporate Governance Pack requires the Company to 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. The Board did not complete a formal analysis of material exposure to
environmental and social risks during the reporting period.
A formal risk management process specifically considering material exposure to environmental
and social risks will be updated again in the near future.
Principle 8: Remunerate Fairly and Responsibly
Recommendation 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
Yes (a) The Company’s Corporate Governance Pack contains a Remuneration and Nomination
Committee Charter that provides for the creation of a Remuneration and Nomination
Committee (if it is considered it will benefit the Company), with at least three members, a
majority of whom must be independent Directors, and which must be chaired by an
independent Director.
(b) The Company did not have a Remuneration and Nomination Committee for the past
financial year as the Board did not consider the Company would benefit from its
establishment. In accordance with the Company’s Board Charter, the Board carries out the
duties that would ordinarily be carried out by the Remuneration Committee under the
Remuneration Committee Charter. The Board devotes time at least annually at a Board
meeting to assess the level and composition of remuneration for Directors to ensure
remuneration is appropriate and not excessive.

12

RECOMMENDATION RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
ensuring that
such
remuneration
is
appropriate and not excessive.
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 The Company’s Corporate Governance Pack requires the Board to separately disclose its policies
and practices regarding the remuneration of non-executive Directors and the remuneration of
executive Directors and senior executives.
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.
Not
applicable
(a) The Company did not have an equity based remuneration scheme during the past financial
year.
(b) Not applicable.

13