YOJEE LIMITED — Governance Information 2012

Sep 20, 2012

21[st] September 2012

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Mr Wade Baggott Senior Adviser Listings (Perth) Level 8 Exchange Plaza 2 The Esplanade PERTH WA 6000

Via email

Dear Wade

Amended Corporate Governance Statement

Southern Crown Resources Ltd (the Company) acknowledges your letter dated 18 September 2012 regarding the disclosure of its corporate governance practices published within the Annual Report for the year ended 30 June 2012.

The Company takes its obligations under the ASX Listing Rules very seriously and confirms its obligations to the ASX. The Company has in place a Corporate Governance Plan that follows the Corporate Governance Principles and Recommendations set out by the ASX Corporate Governance Council. A copy of this plan is available on our website at www.southerncrown.com.au.

In order to address the omission of the disclosure regarding the Company’s diversity policy, please find attached as Annexure A, an amended Corporate Governance Statement.

Please contact me if you have any further queries.

Yours sincerely

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ADRIAN HILL COMPANY SECRETARY SOUTHERN CROWN RESOURCES LIMITED

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ANNEXURE A

CORPORATE GOVERNANCE STATEMENT

The Board is committed to achieving and demonstrating the highest standards of corporate governance. As such, Southern Crown Resources Limited and its controlled entities (‘the Group’) have adopted a corporate governance framework and practices to ensure they meet the interests of shareholders.

The Group complies with the Australian Securities Exchange Corporate Governance Council’s Corporate Governance Principles and Recommendations. The statement incorporates the disclosures required by the ASX Principles under the headings of the eight core principles. All of these principles, unless otherwise stated, were in place for the full reporting period.

Further information on the Group’s’ corporate governance policies and practices can be found on the Southern Crown Resources Limited web-site at www.southerncrown.com.au.

PRINCIPLE	PRINCIPLE	Compliance
Principle 1 – Lay solid foundations for management and oversight
1.1	Establish the functions reserved to the board and those delegated to	
	senior executives and disclose those functions.
1.2	Disclose the process for evaluating the performance of senior	
	executives.
1.3	Provide the information indicated in the Guide to reporting on Principal	
	1.
Principle 2 – Structure the Board to add value
2.1	A majority of the Board should be independent directors.	
	Due to the Group’s size and its specialized operations, the Board
	considers that a majority of Independent Directors is not currently
	warranted. As the Group’s activities expand, this policy will be
	reviewed, with a view to aligning the Group’s policies to conformity with
	this recommendation. The Board recognizes that Directors remain in
	office for the benefit of and are accountable to shareholders and that
	shareholders have the voting power to elect members to the Board
	regardless of their standing, independent or otherwise.
22	The chair should be an indeendent director	

• 2.2 The chair should be an independent director.

The Chairman Rhod Grivas is not independent under the definition in the ASX Corporate Governance Guidelines due to his previous role as an executive director of Southern Crown Resources Limited. The Board believes that this is acceptable at the current stage of the Group’s development.

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• 2.3 The roles of chair and chief executive officer should not be exercised by  the same person

• 2.4 The board should establish a nomination committee.  Given the size and scale of Southern Crown Resources Limited, it has been determined that a nomination committee is not warranted at this stage. The role of a nomination committee is carried out by the full Board. The full board considers the appointment of new directors, on an informal basis. The Board’s policy for appointment of new directors to the Board can be accessed at www.southerncrown.com.au

• 2.5 Disclose the process for evaluating the performance of the board, its  committee and individual directors As noted, the role of the nomination committee is carried out by the full Board.

• 2.6 Provide the information indicated in the Guide to reporting on Principle  2.

Principle 3 – Promote ethical and responsible decision-making

• 3.1 Establish a code of conduct and disclose the code or a summary of the  code as to:

• the practice necessary to maintain confidence in the Group’s integrity;

• the practices necessary to take into account their legal obligations and the reasonable expectations of their stakeholders;

• the responsibility and accountability of individuals for reporting and investigating reports of unethical practices.

• 3.2 Establish a policy concerning diversity and disclose the policy or a  summary of that policy. The policy should include requirements for the board to establish measurable objectives for achieving gender diversity for the board to assess annually both the objectives and progress in achieving them.

The Diversity Policy can be accessed at www.southerncrown.com.au

• 3.3 Disclose in each annual report the measurable objectives for achieving gender diversity set by the board in accordance with the diversity policy and progress towards achieving them.



Given the size and scale of Southern Crown Resources Limited, it has been determined that measurable objectives are not warranted at this stage. This position will be revisited as operations develop.

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• 3.4 Disclose in each annual report the proportion of women employees in  the whole organisation, women in senior executive positions and women on the board. Southern Crown Resources Ltd currently has no employees and only 3 Board members, none of which are women.

• 3.5 Provide the information indicated in the Guide to reporting on Principle  3.

• Principle 4 – Safeguard integrity in financial reporting 4.1 The board should establish an audit committee.  Given the size and scale of Southern Crown Resources Limited the Board has decided not to have a separate audit committee. The role of the audit committee is carried out by the full Board. The need for an audit committee will be reviewed by the board as the Group’s activities expand with a view to aligning the Group’s policies to conformity with this recommendation 

• 4.2 The audit committee should be structured so that it: Consists only of non-executive directors; consists of a majority of independent directors; is chaired by an independent chair, who is not chair of the board; has at least three members

As noted in 4.1, the role of the audit committee is carried out by the full board.



• 4.3 The audit committee should have a formal charter. 4.4 Provide the information in the Guide to reporting on Principle 4. 

Principle 5 – Make timely and balanced disclosure

• 5.1 Establish written policies and procedures designed to ensure  compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior level for that compliance and disclose those policies or a summary of those policies.

The Disclosure Policy can be accessed at www.southerncrown.com.au

• 5.2 Provide the information indicated in the Guide to reporting on Principle  5.

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Principle 6 – Respect the rights of shareholders

• 6.1 Design a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings and disclose that policy or a summary of that policy.



The Group has adopted a Shareholder Communications Policy which can be accessed at: www.southerncrown.com.au

• 6.2 Provide the information indicated in the Guide to reporting on Principle 6.



Principle 7 – Recognize and manage risk

• 7.1 Establish policies for the oversight and management of material business risk and disclose a summary of those policies.

• The Group has adopted a Risk Management Policy which can be accessed at: www.southerncrown.com.au

• 7.2 The board should require management to design and implement the risk management and internal control system to manage the Group’s material business risks and report to it on whether those risks are being managed effectively. The board should disclose that management has reported to it as to the effectiveness of the Group’s management of its material business risks.



Management has not formally reported to the board as to the effectiveness of the Group’s management of its material business risks. Given the nature and size of the Group and the Board’s ultimate responsibility to manage the risks of the Group this is not considered critical. The Group intends to develop the risk reporting framework into a detailed policy as its operations continue to grow.

• 7.3 The Board should disclose whether it has received assurance from the chief executive officer (or equivalent) and the chief financial officer (or equivalent) that the declaration provided in accordance with section 295A in the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting tasks.

• 7.4 Provide the information indicated in the Guide to reporting on Principle 7.





Principle 8 – Remunerate fairly and responsibly

• 8.1 The board should establish a remuneration committee.



It is not a Group policy to have a remuneration committee, given the

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size and scale of Southern Crown Resources Limited. The role of a remuneration committee is carried out by the full Board. The full board considers the remuneration of directors and executives on a case by case basis in accordance with the remuneration policy. The Board’s policy for remuneration can be accessed at www.southerncrown.com.au

• 8.2 The remuneration committee should be structured so that it:



• consists of a majority of independent directors

• is chaired by an independent chair

• has at least three members.

As noted in 8.1, the role of the remuneration committee is carried out by the full board.

• 8.3 Clearly distinguish the structure of non-executive directors’ remuneration from that of executive directors and senior executives.

• 8.4 Provide the information indicated in the guide to reporting on Principle 8.



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ASX Compliance Pty Limited ABN 26 087 780 489 Level 8 Exchange Plaza 2 The Esplanade PERTH WA 6000 GPO Box D187 PERTH WA 6840

Telephone 61 8 9224 0000 Facsimile 61 8 9221 2020 www.asx.com.au

18 September 2012

Adrian Hill Director Southern Crown Resources Limited Level 1, 415 Riversdale Road HAWTHORN EAST VIC 3123

By Email:

Dear Adrian

Southern Crown Resources Limited (the “Company”)

We refer to the Company’s annual report for the year ended 30 June 2012 (“Annual Report”) released to the market on 12 September 2012 and in particular to the Company’s disclosures about its corporate governance practices and in particular its diversity policy.

Listing rule 4.10.3 requires that an entity include in its annual report:

“A statement disclosing 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 all of the recommendations the entity must identify those recommendations that have not been followed and give reasons for not following them. If a recommendation had been followed for only part of the period, the entity must state the period during which it had been followed.”

Principle 3 of the 2010 amendments to the 2[nd] edition of the ASX Corporate Governance Principles and Recommendations states that Companies should actively promote ethical and responsible decision-making and that:

“Companies should publish their policy concerning diversity, or a summary of that policy, and disclose annually their measurable objectives for achieving gender diversity, their progress toward achieving those objectives and the proportion of women in the whole organisation, in senior management postings and on the board. ”

More specifically the following recommendations set out in more detail the requirements:-

Recommendation 3.2

“Companies should establish a policy concerning diversity and disclose the policy or a summary of that policy. The policy should include requirements for the board to establish measurable objectives for achieving gender diversity and for the board to assess annually both the objectives and progress in achieving them.”

Recommendation 3.3

“ Companies should disclose in each annual report the measurable objectives for achieving gender diversity set by the board in accordance with the diversity policy and progress towards achieving them. ”

Recommendation 3.4

“Companies should disclose in each annual report the proportion of women employees in the whole organisation, women in senior executive positions and women on the board.”

Recommendation 3.5

“ Companies should provide the information indicated in the Guide to reporting on Principle 3.”

The Listed Entities Updates dated 1 October 2010 and 7 February 2012, reminded listed entities of their obligation to report under the 2010 amendments to the 2[nd] edition of the ASX Corporate Governance Principles and Recommendations as set out above in their annual report for their first financial year commencing on or after 1 January 2011.

ASX Listings (ASXL) has reviewed the diversity policy disclosures in the annual reports of all entities. Upon our review of the Company’s Annual Report, ASXL could not identify a statement in the annual report confirming whether the Company had followed or not followed the diversity recommendations of the Council.

ASXL attaches particular importance to encouraging a consistently high standard of listed entities’ disclosures about the Council’s corporate governance recommendations.

In light of the Company’s non-disclosure in respect of the diversity recommendations in its Annual Report, ASXL requires that the Company make additional disclosure to the market in compliance with listing rule 4.10.3 about the extent to which the Company has followed or not followed each of the diversity recommendations of the Council.

The additional disclosure should be sent to me by e-mail at wade.baggott@asx.com.au or by facsimile on facsimile number (08) 9221 2020 . It should not be sent to ASX Market Announcements. This is requested as soon as possible and, in any event, not later than 7.30am WST on 2 October 2012.

Under listing rule 18.7A, a copy of this letter and the additional disclosure will be released to the market, so your response should be presented in a suitable form.

Should the Company fail to do so, ASXL may consider suspending the Company’s securities from quotation until the Company releases to the market a diversity policy that discloses the required information.

If you have any queries about this letter, or about the Council’s recommendations and the Company’s reporting obligations in relation to those recommendations, please contact me immediately.

Yours sincerely,

[sent electronically without signature]

Wade Baggott Senior Adviser, Listings(Perth)

S:\Perth Companies\PER-Code S-T\SWR\SWR2012.09.18l(diversity)wb.doc

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