WESTERN MINES GROUP LTD - Governance Information 2021

WESTERN MINES GROUP LTD

(ACN 640 738 834)

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2021 CORPORATE GOVERNANCE STATEMENT

This corporate governance statement sets out Western Mines Group Ltd’s ( Company ) current compliance with the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (Fourth Edition) ( ASX Principles and Recommendations ). The ASX Principles and Recommendations are not mandatory. However, this corporate governance statement discloses the extent to which the Company has followed the ASX Principles and Recommendations. This corporate governance statement is current as 5 July 2021 and has been approved by the board of the Company ( Board ).

Comply ASX Principles and Recommendations (Yes/No) Explanation

Lay solid foundations for management and oversight
1.1. A listed entity should have and disclose a board Yes charter setting out:
(a) the respective roles and responsibilities of the Board and Management; and
(b) those matters expressly reserved to the Board and those delegated to Management.

The Company’s Board Charter sets out (amongst other things):

(a) the roles and responsibilities of the Board and of management; and
(b) the matters expressly reserved to the Board and those delegated to management.

A copy of the Board Charter is available on the Company Website.

1.2. A listed entity should:
(a) undertake appropriate checks before appointing a Director or senior executive or putting forward someone forward for election as a Director; and
(b) provide security holders with all material information in the Company’s possession relevant to a decision on whether or not to elect or re-elect a Director.

Yes

Prior to the appointment of a person as a Director, or putting forward to Shareholders a candidate for election as a Director, the Company undertakes checks which it believes are appropriate to verify a Director’s character, experience, education, criminal record and bankruptcy history (including for new Directors).

The Company will ensure that all material information in its possession relevant to a Shareholder’s decision whether to elect or re-elect a Director, including the information referred to in Recommendation 1.2, is provided to shareholders in any Notice of Annual or Extraordinary General Meeting.

1.3. A listed entity should have a written agreement Yes with each Director and senior executive setting out the terms of their appointment.

Each Director and senior executive of the Company has an agreement in writing with the Company which sets out the key terms and conditions of their appointment including their duties, rights and responsibilities and (to the extent applicable) the matters referred to in the commentary to Recommendation 1.3.

1.4. The company secretary of a listed entity should Yes be accountable directly to the Board, through the chair, on all matters to do with the proper functioning of the Board.

The responsibilities of the Company Secretary are set out in the Board Charter. The Company Secretary has a direct line of reporting to the Chairperson and is responsible for:

(a) advising and supporting the Chairperson and the Board and its committees to manage the day to day governance framework of the Company;
(b) assisting with Board effectiveness by monitoring whether applicable Board and committee policies, procedures and charters are followed and coordinating timely completion and despatch of Board agendas and papers; and
(c) assisting with all matters to do with the proper functioning of the Board including advising on governance matters and assisting with induction and professional development of Directors.

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Comply ASX Principles and Recommendations (Yes/No)

1.5. A listed entity should:

Yes

(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 : (i) 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, (ii) if the Company is a relevant employer" under the Workplace Gender Equality Act 2012 (Cth), the Company's most recent "Gender Equality Indicators", as defined in and published under that Act.
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 was undertaken in accordance with that process during or in respect of that period.

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Explanation

The Company seeks to treat everyone with fairness and respect which includes valuing diversity and difference and acting without prejudice. The Company believes that decision making is enhanced through diversity and supports and encourages diversity at all levels of the organisation in accordance with the Company’s Diversity Policy.

A copy of the Diversity Policy is available on the Company Website. The Board assesses any measurable objectives for achieving gender diversity and annually reviews any such objectives and the Company’s progress towards achieving them. The Board reports at least annually on the relative proportion of women and men appointed or employed within the Company group. Senior Management is defined as employees of the Company who manage the Company pursuant to the directions and delegations of the Board.

The Diversity Policy outlines requirements for the Board to develop measurable objectives for achieving diversity, and annually assess both the objectives and the progress in achieving those objectives.

Disclosure of measurable objectives, progress and respective proportions will be disclosed in the Annual Report.

The Board Charter details the Company’s commitment, responsibility and process to evaluate the performance of the Board, individual Directors, the Chairperson and Committees of the Board. The Board Charter is available on the Company Website.

The Board is responsible for the evaluation of its performance and the performance of individual Directors. This evaluation shall involve evaluating the performance of each Director against appropriate measures (including if warranted by considering the use of external advisers to conduct this performance review). The Board is also responsible for evaluating the performance of the NonExecutive Directors, including the Chairperson, against the requirements of the Board Charter. The Board must also set out its future goals and objectives, and review and recommend any changes to the Board Charter deemed necessary or desirable. The performance evaluation shall be conducted in such manner as the Board deems appropriate.

The review of the Board’s performance also addresses the ability for Directors to access continuing education to update and enhance their skills and knowledge as they relate to the Company’s strategy and objectives.

Since the incorporation of the Company on 6 May 2020, the Company has not undertaken an evaluation of the performance of the Board, individual Directors and Committees of the Board.

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		Comply
ASX	Principles and Recommendations	(Yes/No)	Explanation
1.7.	A listed entity should:	No	The Managing Director reviews the performance of the senior
			executives on an informal basis. These evaluations take into
	(a) have and disclose a process for periodically evaluating the performance of its senior executives at least once every reporting period; and		account criteria such as the achievement and performance towards the Company’s objectives and (where appropriate) performance benchmarks and the achievement of individual performance objectives. However, the Board also recognises the need for flexibility in defining performance objectives which must reflects the
			current status of the company and the development of its projects.
	(b) disclose for each reporting period whether a
	performance evaluation was undertaken in		The Board did not conduct a performance evaluation of senior
	accordance with that process during or in respect of that period.		executives during the last 12 months and has not adopted a performance evaluation policy.
			The Company believes that the small size of the executive team and
			the current scale of the Company’s activities make the
			establishment of a formal performance evaluation procedure
			unnecessary. Performance evaluation is a discretionary matter for
			consideration by the entire Board. In the normal course of events
			the Board reviews performance of the Management, Directors and
			the Board as a whole. Achievement of goals and business
			development and compliance issues are evaluated regularly on an
			informal basis.

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;
No
The Board has no formal nomination committee. Acting in its
ordinary capacity from time to time as required, the Board carries
out the process of determining the need for, screening and
appointing new Directors. In view of the size and resources
available to the Company, it is not considered that a separate
nomination committee would add any substance to this process.
The Board Charter sets out the processes the Company employs
as regard appointments to the Board and matters regarding
successions. The Board Charter is available on the Company
Website.

(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 setting out the mix of skills and diversity that the Board currently has or is looking to achieve in its membership. No The Board regularly evaluates the mix of skills, experience and diversity at Board level. The Board believes that a highly credentialed Board, with a diversity of background, skills and perspectives, will be effective in supporting and enabling delivery of good governance for the Company and value for the Company’s shareholders.

(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 setting out the mix of skills and
diversity that the Board currently has or is
looking to achieve in its membership.
No
The Board regularly evaluates the mix of skills, experience and
diversity at Board level. The Board believes that a highly
credentialed Board, with a diversity of background, skills and
perspectives, will be effective in supporting and enabling delivery of
good governance for the Company and value for the Company’s
shareholders.

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Comply (Yes/No)

ASX Principles and Recommendations

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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 or relationship that might cause doubts about the independence of a Director 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

Yes

Explanation

At the date of this Prospectus, the Board comprises four Directors from diverse backgrounds with a range of business experience, skills and attributes. Biographical information on each Director is contained in the Annual Report and on the company’s website. Details of the current Directors, their skills, experience and qualifications are set out in the Prospectus. These details, plus a record of attendance at meetings, will be included in the Directors’ Report within the annual report in the future. No specific skills matrix is currently prepared and disclosed as the Company does not believe its current size and scale warrants that level of detail.

The Board comprises the following Directors:

  - (a) Mr Rex Turkington (Independent Non-Executive Chairman) - appointed as Chairman on 28 October 2020.

  - (b) Mr Paul Burton (independent Non-Executive Director) - appointed on 28 October 2020.

  - (c) Mr Caedmon Marriott (appointed on 26 March 2021)  is not considered an independent Director due to his appointment as Managing Director.

  - (d) Mr Francesco Cannavo (appointed on 6 November 2020) is not considered an independent Director due to his status as a founding shareholder of the Company.

(c) the length of service of each Director.
2.4. The majority of the Board should be independent No Directors.
2.5. The chair of the Board should be an independent Yes Director and, in particular, should not be the same person as the CEO of the entity.
2.6. A listed entity should have a program for Partially inducting new Directors and for periodically reviewing whether there is a need for existing Directors to undertake professional development opportunities for Directors to develop and maintain the skills and knowledge needed to perform their role as Directors effectively.

The Company considers that half of the Board is comprised of independent Directors (2 out of the 4 Directors are independent).

As the business develops, changes to and/ or further appointments to the Board may be warranted and the Board will consider the need to appoint independent Directors.

The Chairperson of the Board is an independent Director as described in Recommendation 2.3 and is not the current Managing Directoror previous CEO of the Company.

Under the Company’s Board Charter, all new Directors are given a thorough briefing on the strategic direction of the Company and provided induction training, tailored to their existing skills, knowledge and experience, to position them to discharge their responsibilities effectively and to add value. Such training may include training on their key legal duties and responsibilities as a Director, key accounting matters and/or responsibilities of Directors in relation to the Company’s financial statements.

The Board will periodically review whether there is a need for existing Directors undertake professional development to develop and maintain the skills and knowledge needed to perform their roles as Directors effectively.

Instil a culture of acting lawfully, ethically and responsibly 3.1. A listed entity should articulate and disclose its Yes values.

The Company is committed to conducting all of its business activities fairly, honestly with a high level of integrity, and in compliance with all applicable laws, rules and regulations. The Board, management and employees are dedicated to high ethical standards and recognise and support the Company’s commitment to compliance with these standards.

The Company’s Code of Conduct is available on the Company Website.

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	ASX Principles and Recommendations		Comply (Yes/No) Explanation
	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.		Yes The Company has a Code of Conduct that sets out the standards of behaviour expected of all its employees, Directors, officers, contractors and consultants. The Code of Conduct is available on the Company Website. Any breach of compliance with the Code of Conduct is to be reported directly to Senior Management of the Company.

3.3. A listed entity should:
(a) have and disclose a Whistleblower Policy; and

Yes

The Company has a Whistleblowing Policy available on the Company Website. Any material incidents reported under that policy are reported to the Board or to the Audit and Risk Committee.

(b) ensure that the Board or a committee of the Board is informed of any material incidents reported under that policy.
3.4. A listed entity should:
(a) have and disclose an anti-bribery and corruption policy; and
(b) ensure that the Board or a committee of the Board is informed of any material breaches of that policy.

Yes

The Company has an Anti-bribery and Corruption Policy available on the Company Website. Any material incidents reported under that policy are reported to the Audit and Risk Committee.

Under the Anti-bribery and Corruption Policy, all Company Personnel must report any actual or suspected improper conduct or other violation of this Policy to the Audit and Risk Committee or to their manager.

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	ASX Principles and Recommendations		Comply (Yes/No) Explanation
	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.		Partial The Company has established an Audit and Risk Committee which comprises three members, all of whom are Non-Executive Directors. The committee is chaired by a Non-Executive Director. The Audit and Risk Committee Charter is available on the Company Website. The Committee’s members (who are also Directors of the company) and their relevant qualifications and experience, the number of times the Committee met throughout the reporting period and the attendance of the Committee’s members at those meetings will be set out in each Annual Report.

4.2. The Board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

Yes

The Board is to receive a declaration in the form set out in Recommendation 4.2 from its Managing Director and the person responsible for the finance function in relation to the financial statements. The Audit and Risk Committee is responsible for discussing with management and the external auditor the process surrounding and the disclosures made by the Managing Director and the person responsible for the finance function in connection with their personal certification of the half yearly and annual financial statements.

	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 ensures that any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor undergoes review by the Audit and Risk Committee. The Audit and Risk Committee is responsible for reviewing, assessing and recommending release to the Board for all financial statements and reports which are required to be publicly released. The review should include a discussion with management and the external auditors of accounting issues and board policies.

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		Comply
ASX	Principles and Recommendations	(Yes/No)	Explanation
5.	Make timely and balanced disclosure
5.1.	A listed entity should have and disclose a written	Yes	The Company has a Communication and Disclosure Policy that
	policy for complying with its continuous		outlines the processes to be followed by the Company to ensure
	disclosure obligations under ASX Listing Rule		compliance with its continuous disclosure obligations and the
	3.1.		corporate governance standards applied by the Company in its
			communications to the market. The Communication and
			Disclosure Policy is available on the Company Website.
5.2.	A listed entity should ensure that its Board	Yes	Under the Company’s Board Charter, the Board is responsible for
	receives copies of all material market		overseeing the continuous disclosure process to ensure timely and
	announcements promptly after they have been		balanced disclosures and ensuring that the Company has an
	made.		effective process for communicating with shareholders, other
			stakeholders and the public.
5.3.	A listed entity that gives a new and substantive	Yes	Under the Company’s Communications and Disclosure Policy, any
	investor or analyst presentation should release		materials distributed at analyst and media briefings will be lodged
	a copy of the presentation materials on the ASX		with ASX at the time of the briefing, and at investor meetings, the
	Market Announcements Platform ahead of the		Company will not disclose any information that a reasonable person
	presentation.		might regard as being price sensitive unless such information has
			previously been released to the market through the ASX or is
			otherwise already in the public domain.
6.	Respect the rights of security holders
6.1.	A listed entity should provide information about	Yes	Information about the Company and its operations is available on
	itself and its governance to investors via its		the Company Website. Information about the Company’s corporate
	website.		governance (including links to the Company’s corporate
			governance policies and charters) can be accessed from the
			Company Website.
6.2.	A listed entity should have an investor relations	Yes	The Company has a Communication and Disclosure Policy that
	program that facilitates effective two-way		outlines the processes followed by the Company to ensure
	communication with investors_._		communication with shareholders and the investment community is
			effective, consistent and adheres to the principles of continuous
			disclosure. The Communication and Disclosure Policy is available
			on the Company Website.
6.3.	A listed entity should disclose how it facilitates	Yes	The Communication and Disclosure Policy sets out the policies and
	and encourages participation at meetings of		processes the Company has in place to facilitate and encourage
	security holders.		participation at meetings of Shareholders.
6.4.	A listed entity should ensure that all substantive	No	The Company’s Constitution states that a poll may be demanded,
	resolutions at a meeting of security holders are		before any vote on a resolution is taken, or before the voting results
	decided by a poll rather than by a show of hands.		on a show of hands is declared or immediately after the voting
			results on a show of hands are declared.
			The Company’s Constitution also provides that the Chairperson has
			charge of the general conduct of a general meeting of Shareholders,
			and may require adoption of any procedure which is in the
			Chairman’s opinion necessary or desirable, including the proper
			and orderly casting or recording of votes at the general meeting of
			Shareholders.
			The Company considers that these requirements adequately
			protect the interests of Shareholders.
6.5.	A listed entity should give security holders the	Yes	The Company gives Shareholders the option to receive
	option to receive communications from, and		communications from, and send communications to, the Company
	send communications to, the entity and its		and its Share Registry electronically.
	security registry electronically.

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Comply (Yes/No)

ASX Principles and Recommendations

Recognise and manage risk 7.1. The Board of a listed entity should: Yes
(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

Explanation

The Company has established an Audit and Risk Committee which comprises three members - see 4.1 above.

A copy of the Audit and Risk Committee Charter is available on the Company website.

The Committee’s members (who are also Directors of the company), met throughout the reporting period and the attendance of the Committee’s members at those meetings will be set out in each Annual Report.

(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.
	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.	No The Company’s Risk Management Policy sets the framework for risk management and review of the risk management framework every year. The Company has also adopted a Risk Management Policy designed to ensure: • all major sources of potential opportunity for harm to the Company (both existing and potential) are identified, analysed and treated appropriately; • business decisions throughout the Company appropriately balance the risk and reward trade off; • regulatory compliance is achieved; and • the Company’s good standing with its stakeholders continues. Since incorporation, the Board has not completed a structured review of the Company’s risk management framework and key corporate risk in accordance with the Audit and Risk Committee Charter. The Board as a whole addresses individual risks as required on an ongoing basis.

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 evaluation and continually improving the effectiveness of its governance, risk

The Company is committed to understanding and managing risk and to establishing an organisational culture that ensures risk management is included in all activities, decision making and business processes.

The company does not have a formal internal audit function due to its size and business needs.

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			Comply
ASX	Principles and Recommendations		(Yes/No)	Explanation
	management and internal control			Under the Company’s Audit and Risk Committee Charter, the Audit
	processes.			and Risk Committee is charged with the review of the Company’s
				internal controls.
				A copy of the Company’s Audit and Risk Committee Charter and
				the Risk Management Policy is available on the Company Website.
7.4.	A listed entity should disclose whether it has any		Yes	The Company’s Risk Management Policy acknowledges that it has
	material exposure to environmental or social			an obligation to Shareholders, employees, contractors, and other
	risks and if it does, how it manages or intends to			stakeholders to oversee the establishment and implementation of a
	manage those risks.			risk management strategy, and monitor, review and evaluate the
				risk management and internal control systems for the Company.
				The Company may be exposed to such environmental risks as
				disclosed in Section 5 of its Prospectus lodged with the ASX and
				dated 7 May 2021.
				The Company predominantly operates in Australia, which is a
				mature and well-regulated mining jurisdiction. As part of the
				Company’s mining development approvals process, the Company
				must adhere to strict environmental and social regulations.
8.	Remunerate fairly and responsibly
8.1.	The Board of a listed entity should:		Partially	Given the current size of the Board, the Company does not have a
				remuneration committee. The Board considers that it is able to deal
	(a) have a remuneration committee which:			efficiently and effectively with remuneration issues and will initially
				comprise the remuneration committee. In doing so, the Board will
	(1) has at least three members, a majority of whom are independent directors;			be guided by the Board Charter, which is available on the Company Website.
	and			The Board as a whole reviews remuneration levels on an individual
				basis. In doing so, the Board will balance a number of factors,
	(2) is chaired by an independent director,			including the Company’s desire to attract and retain high quality
				directors and senior executives, incentive structures, and the
	and disclose:			implications for the Company’s reputation and standing if it is seen
				to pay excessive remuneration.
	(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.
8.2.	A listed entity should separately disclose	its	Yes	The Board is responsible for the Company’s remuneration policy
	policies and practices regarding	the		and has adopted a Nomination and Remuneration Policy which
	remuneration of non-executive Directors and	the		outlines the processes by which the Board shall review officer and
	remuneration of executive Directors and other			management remuneration. The Company has provided disclosure
	senior executives.			of a summary of its remuneration policies for the Directors in this
				Prospectus.
				The Company is committed to remunerating its officers and
				executives fairly and to a level which is commensurate with their

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		Comply
ASX	Principles and Recommendations	(Yes/No)	Explanation
			skills and experience and which is reflective of their performance.
			Further disclosure of officer and executive remuneration will be
			made in accordance with the ASX Listing Rules and the
			Corporations Act 2001.
8.3.	A listed entity which has an equity-based	No	The Company does not have an equity-based remuneration
	remuneration scheme should:		scheme.
	(a) have a policy on whether participants are
	permitted to enter into transactions
	(whether through 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.

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WESTERN MINES GROUP LTD Governance Information 2021

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2021 CORPORATE GOVERNANCE STATEMENT

Explanation

Explanation

Explanation

7.3. A listed entity should disclose:

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WESTERN MINES GROUP LTD — Governance Information 2021

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2021 CORPORATE GOVERNANCE STATEMENT

Explanation

Explanation

Explanation

7.3. A listed entity should disclose:

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WESTERN MINES GROUP LTD Governance Information 2021