Announcement PDF CORPORATE GOVERNANCE STATEMENT Date of last review and Board approval: 22 August 2021. The Company is committed to implementing the highest standards of corporate governance. In determining what those high standards should involve the Company has considered the ASX Corporate Governance Council’s Principles of Good Corporate Governance and Recommendations. In line with the above, the Board has set out the way forward for the Company in its implementation of its Principles of Good Corporate Governance and Recommendations. The approach taken by the Board was to set a blueprint for the Company to follow as it introduces elements of the governance process. Due to the current size of the Company and the scale of its operations it is neither practical nor economic for the adoption of all of the recommendations approved via the board charter. Where the Company has not adhered to the recommendations, it has stated that fact in this Corporate Governance Statement, whilst also mandating future compliance, when the size of the Company and the scale of its operations warrants the introduction of those recommendations. The Company has adopted a Corporate Governance Plan which provides the written terms of reference for the Company’s corporate governance policies and procedures. The Company’s Corporate Governance Plan is available on the Company’s website. RECOMMENDATIONS (4TH EDITION) Principle 1: Lay solid foundations for management and oversight Recommendation 1.1 A listed entity should have and disclose a 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. COMPLY YES EXPLANATION The Company has a formal Board Charter, which can be located in the Company’s Corporate Governance Plan, available on the Company’s website. Amongst other things, the Company’s Board Charter explicitly outlines the separate roles and responsibilities of each of the Company’s Board and senior management team. To add value to the Company, the Board has been formed so that it has effective composition, size and commitment to adequately discharge its responsibilities and duties. Directors are appointed based on the specific skills required by the Company and on their decision-making and judgment. The Board’s role is to govern the Company rather than to manage it. In governing the Company, the Directors must act in the best interests of the Company as a whole. It is the role of senior management to manage the Company in accordance with the direction and delegations of the Board and the responsibility of the Board to oversee the activities of management in carrying out those delegated duties. In carrying out its governance role, the main task of the Board is to drive the performance of the Company. The Board must also ensure that the Company complies with all of its contractual, statutory and any other legal obligations, including the requirements of any regulatory body. The Board has the final responsibility for the successful operations of the Company. RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION Without intending to limit this general role of the Board, the principal functions and responsibilities of the Board include the following. • Leadership of the Organisation: overseeing the Company and establishing codes that reflect the values of the Company and guide the conduct of the Board. • Strategy Formulation: to set and review the overall strategy and goals for the Company and ensuring that there are policies in place to govern the operation of the Company. • Overseeing Planning Activities: the development of the Company’s strategic plan. • Shareholder Liaison: ensuring effective communications with shareholders through an appropriate communications policy and promoting participation at general meetings of the Company as well as ensuring timely and balanced disclosures 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 entity’s securities. • Monitoring, Compliance and Risk Management: the development of the Company’s risk management, compliance, control and accountability systems and monitoring and directing the financial and operational performance of the Company. • Company Finances: approving expenses and approving and monitoring acquisitions, divestitures and financial and other reporting along with ensuring the integrity of the Company’s financial and other reporting. • Human Resources: reviewing the performance of Executive Officers and monitoring the performance of senior management in their implementation of the Company’s strategy. • Ensuring the health, safety and well-being of employees: in conjunction with the senior management team, developing, overseeing and reviewing the effectiveness of the Company’s occupational health and safety systems to ensure the well-being of all employees. • Delegation of Authority: delegating appropriate powers to the Managing Director to ensure the effective day-to-day management of the Company and establishing and determining the powers and RECOMMENDATIONS (4TH EDITION) COMPLY • 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 EXPLANATION functions of the Committees of the Board. Monitoring the effectiveness of the Company’s corporate governance practices. Full details of the Board’s and Company Secretary’s roles and responsibilities are contained in the Board Charter. The Board collectively and each Director has the right to seek independent professional advice at the Company’s expense, up to specified limits, (that limit is currently set at $2,000), to assist them to carry out their responsibilities. (a) Directors are appointed based on the specific governance skills required by the Company. Given the size of the Company and the business that it operates, the Company aims at all times to have at least one Director with experience appropriate to the Company’s operations. The Company’s current Directors all have relevant experience in the operations. In addition, Directors should have the relevant blend of personal experience in: (i) Accounting and financial management; and (ii) Director-level business experience. Each member of the Board is committed to spending sufficient time to enable them to carry out their duties as a Director of the Company. RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION In determining candidates for the Board, the Nomination Committee follows a prescribed process whereby it evaluates the mix of skills, experience and expertise of the existing Board. In particular, the Nomination Committee will identify the particular skills that will best increase the Board's effectiveness. Consideration is also given to the balance of independent directors. Potential candidates are identified and, if relevant, the Nomination Committee (or equivalent) recommends an appropriate candidate for appointment to the Board. Any appointment made by the Board is subject to ratification by shareholders at the next general meeting. Each Non-Executive Director has a written agreement with the Company that covers all aspects of their appointment including term, time commitment required, remuneration, disclosure of interests that may affect independence, guidance on complying with the Company’s corporate governance policies and the right to seek independent advice, indemnity and insurance arrangements, rights of access to the Company’s information and ongoing confidentiality obligations as well as roles on the Company’s committees. Each Executive Director’s agreement with the Company includes the same details as the non-executive directors’ agreements but also includes a position description, reporting hierarchy and termination clauses. The Nomination Committee is responsible for implementing a program to identify, assess and enhance Director competencies. In addition, the Nomination Committee puts in place succession plans to ensure an appropriate mix of skills, experience, expertise and diversity are maintained on the Board. Full details of the procedure are contained in the Director Selection Procedure. Recommendation 1.3 YES (b) All material information (such as biographical details, other material directorships, confirmation that relevant background checks have been performed, term of office, etc.) relevant to a decision on whether or not to elect or re-elect a Director must be provided to security holders in the Notice of Meeting containing the resolution to elect or re-elect a Director. The Company has a written agreement with each of its Directors and senior executives, setting out the terms of each of their respective appointments. RECOMMENDATIONS (4TH EDITION) A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. 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. 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: (i) the measurable objectives set for that period to achieve gender diversity; (ii) the entity’s progress in achieving them; and (iii) 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 the Workplace Gender Equality Act. 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 COMPLY EXPLANATION YES Full details of the Board’s and Company Secretary’s roles and responsibilities are contained in the Board Charter. YES (a) The Company recognises and respects the value of diversity at all levels of the organisation. The Company is committed to setting measurable objectives for attracting and engaging women at the Board level, in senior management and across the whole organisation and has implemented a Diversity Policy. (b) The objectives for the employment of women have been set as follows: (i) to the Board – Nil% by 2022 (ii) to senior management – 20% by 2022 (iii) to the organisation as a whole – 20% by 2022 (c) As at the date of this report, the Company has the following proportion of women appointed: (i) to the Board – Nil%; to senior management (including Company Secretary) – 25%; to the organisation as a whole – 23%. (ii) The Company recognises that the mining and exploration industry is intrinsically male dominated in many of the operational sectors and the pool of women with appropriate skills will be limited in some instances. The Company recognises that diversity extends to matters of age, disability, ethnicity, marital/family status, religious/cultural background and sexual orientation. Where possible, the Company will seek to identify suitable candidates for positions from a diverse pool. The Company will continue to look at other measures of diversity. YES It is the policy of the Board to conduct evaluation of its performance. The objective of this evaluation is to provide best practice corporate governance to the Company. During the financial year a self-appraisal of the performance of the Board members and Committee members was carried out. RECOMMENDATIONS (4TH EDITION) (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in accordance with that process or in respect of that period. Recommendation 1.7 A listed entity should: (a) have and disclose a process for periodically evaluating the performance of its senior executives; and (b) disclose for each reporting period, whether a performance evaluation has been undertaken in accordance with that process or in respect of that period. Principle 2: Structure the board to be effective and add value Recommendation 2.1 The board of a listed entity should: (a) have a nomination committee which: (i) has at least three members, a majority of whom are independent directors; and (ii) is chaired by an independent director, and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (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, experience, independence and knowledge of the entity COMPLY YES EXPLANATION For further details, please refer to the Company’s Board, Committee and Individuals Performance Evaluation Procure, which can be located in the Company’s Corporate Governance Plan, which is available on the Company’s website. It is the policy of the Board to conduct evaluation of individuals’ performance. The objective of this evaluation is to provide best practice corporate governance to the Company. Due to COVID constraints and a major change of business, involving the recruitment of all senior positions, it was inappropriate to conduct a review during the financial year ended 30 June 2021. The Company anticipates a full review and evaluation in the next financial year. For further details, please refer to the Company’s Board, Committee and Individuals Performance Evaluation Procure, which can be located in the Company’s Corporate Governance Plan, which is available on the Company’s website. YES The Company’s Board has a Nomination Committee, the operations of which are governed by a Nomination Committee Charter, which can be located in the Company’s Corporate Governance Plan, available on the Company’s website. The role of the Nomination Committee is to help achieve a structured Board that adds value to the Company by ensuring an appropriate mix of skills are present in Directors on the Board at all times. The Nomination Committee consists of three Non-Executive directors, being Patrick Power, Adrian Griffin, Richard Beresford and the Company Secretary. The Chair of the Nomination Committee is Patrick Power, an independent Director. The Nomination Committee met twice during the year and one member wasn’t present for one meeting. The responsibilities of the Nomination Committee (as per the Nomination Committee Charter) include devising criteria for Board membership, regularly reviewing the need for various skills and experience on the Board and identifying specific individuals for nomination as Directors for review by the Board. The Nomination Committee also oversees management succession plans including the Managing Director and his/her direct reports and evaluate the Board’s RECOMMENDATIONS (4TH EDITION) to enable it to discharge its duties and responsibilities effectively. Recommendation 2.2 A listed entity should have and disclose a board skill matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership. Recommendation 2.3 A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, association or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director COMPLY YES YES EXPLANATION performance and make recommendations for the appointment and removal of Directors. Matters such as remuneration, expectations, terms, the procedures for dealing with conflicts of interest and the availability of independent professional advice are clearly understood by all Directors, who are experienced public company Directors. The Board collectively and each Director has the right to seek independent professional advice at the Company’s expense, up to specified limits, (that limit is currently set at $2,000), to assist them to carry out their responsibilities. The Company has reviewed the skill set of its Board to determine where the skills lie and any relevant gaps in skills shortages. The Company is working towards filling these gaps through professional development initiatives as well as seeking to identify suitable Board candidates for positions from a diverse pool. The Company recognises the importance of Non-Executive Directors and the external perspective and advice that Non-Executive Directors can offer. An Independent Director: • is a Non-Executive Director and; • is not a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a substantial shareholder of the Company; • within the last three years has not been employed in an executive capacity by the Company or another group member, or been a Director after ceasing to hold any such employment; • within the last three years has not been a principal of a material professional adviser or a material consultant to the Company or another group member, or an employee materially associated with the service provided; • is not a material supplier or customer of the Company or another group member, or an officer of or otherwise associated directly or indirectly with a material supplier or customer; • has no material contractual relationship with the Company or other group member other than as a Director of the Company; • has not served on the Board for a period which could, or could reasonably be perceived to, materially interfere with the Director’s ability to act in the best interests of the Company; • is free from any interest and any business or other relationship which RECOMMENDATIONS (4TH EDITION) COMPLY • EXPLANATION could, or could reasonably be perceived to, materially interfere with the Director’s ability to act in the best interests of the Company; and does not receive performance based remuneration nor participates in an employee incentive scheme. Materiality for the purposes of the points above is determined on the basis of both quantitative and qualitative aspects with regard to the independence of Directors. An amount over 5% of the Company’s expenditure or 10% of the particular Director’s annual gross income is considered to be material. A period of more than six years as a Director would be considered material when assessing independence. Adrian Griffin (appointed 12 November 2010) is a Non-Executive Director and Chairman of the Company and meets the Company’s criteria for independence. The Board still forms the opinion that the interest, position or relationship does not interfere with the Adrian Griffin’s capacity to bring independent judgment to bear on issues before the Board nor to act in the best interests of the Company as a whole. Adrian Griffin’s tenure as Chair of the Company indicates a deep understanding of the Company and its business. Patrick Power (appointed 17 September 2019) is a Non-Executive Director of the Company and meets the Company’s criteria for independence. His experience and knowledge of the Company makes his contribution to the Board such that it is appropriate for him to remain on the Board in his position as a Non-Executive Director. Recommendation 2.4 A majority of the board of a listed entity should be independent directors. Recommendation 2.5 YES YES Richard Beresford (appointed 12 March 2020) is a Non-Executive Director of the Company and meets the Company’s criteria for independence. His experience and knowledge of the Company makes his contribution to the Board such that it is appropriate for him to remain on the Board in his position as a Non-Executive Director. The Board has a greater proportion of independent to non-independent Directors. The Chairperson is an independent Director who is not the CEO / Managing Director. RECOMMENDATIONS (4TH EDITION) The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity. Recommendation 2.6 A listed entity should have a program for inducting new directors and periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively. COMPLY YES EXPLANATION It is the policy of the Company that each new Director undergoes an induction process in which they are given a full briefing on the Company, as per the Director Induction Program. Where possible this includes meetings with key executives, tours of the premises, an induction package and presentations. Information conveyed to new Directors includes: • details of the roles and responsibilities of a Director; • formal policies on Director appointment as well as conduct and contribution expectations; • a copy of the Corporate Governance Statement, Charters, Policies and Memos and • a copy of the Constitution of the Company. In order to achieve continuing improvement in Board performance, all Directors are encouraged to undergo continual professional development. The Board has implemented an Ongoing Education Framework. Principle 3: Instil a culture of acting lawfully, ethically and responsibly Recommendation 3.1 A listed entity should articulate and disclose its values. Recommendation 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. Recommendation 3.3 A listed entity should: (a) have and disclose a whistleblower policy; and YES YES YES The Company’s Statement of Values is available on the Company’s website. As part of its commitment to recognising the legitimate interests of stakeholders, the Company has established a Code of Conduct for Directors, Senior Executives and Employees to guide compliance with legal and other obligations to legitimate stakeholders and to assist the Board to carry its functions. These stakeholders include employees, clients, customers, government authorities, creditors and the community as whole. In general, the Board is responsible for, and has the authority to determine, all matters relating to the policies, practices, management and operations of the Company. It is required to do all things that may be necessary to be done in order to carry out the objectives of the Company. The Company has a formal Whistleblower Policy, which applies to the Company’s Directors, senior executives and employees and is available on the Company’s website. RECOMMENDATIONS (4TH EDITION) (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy. COMPLY EXPLANATION The Company relies on its employees and Disclosers to help maintain and grow its culture of honest and ethical behaviour. It is therefore expected that any discloser who becomes aware of such conduct will make a report. As per the Whitsleblower Policy, the Board has oversight over reports made to the Company’s Whistleblower Officer, and investigations which are conducted into the reported concerns. Recommendation 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. Principle 4: Safeguard the integrity of corporate reports Recommendation 4.1 The board of a listed entity should: (a) have an audit committee which: (i) has at least three members, all of whom are nonexecutive directors and a majority of whom are independent directors; and (ii) is chaired by an independent director, who is not the chair of the board, and disclose: (iii) the charter of the committee; (iv) the relevant qualifications and experience of the members of the committee; and (v) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (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 financial reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner. YES NO The Company’s Anti-Bribery and Anti-Corruption Policy applies to the Company’s Directors, senior executives and employees and is available on the Company’s website. Directors, employees and associated persons are encouraged to raise any matters of concern in good faith and report material breaches of the AntiBribery and Anti-Corruption Policy to the Board, without fear of retribution. The Audit and Risk Committee consists of Barry Woodhouse (Chair of the Audit and Risk Committee), Adrian Griffin and Patrick Power who are independent NonExecutive Directors with experience relevant to being a member of the Audit and Risk Committee. Patrick Power has had experience with audit and financial compliance as part of his responsibilities with various companies. Adrian Griffin’s financial experience is limited to practical application as a Director of a number of private and public companies over a period of 30 years. The Audit and Risk Committee met twice during the year and one member at the time wasn’t present for each meeting. The Audit and Risk Committee Charter, which is available for review on the Company’s website, sets out the responsibilities of the Audit and Risk Committee. RECOMMENDATIONS (4TH EDITION) Recommendation 4.2 The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, 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 verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor. Principle 5: Make timely and balanced disclosure Recommendation 5.1 A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under Listing Rule 3.1. Recommendation 5.2 A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made. Recommendation 5.3 A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation. Principle 6: Respect the rights of security holders Recommendation 6.1 COMPLY YES YES YES YES YES EXPLANATION The Managing Director and the Chief Financial Officer provide a declaration to the Board in accordance with section 295A of the Corporations Act for each financial report and assure the Board that such declaration 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 risks. The Board carries out the following processes to independently verify and safeguard the integrity of its periodic corporate reporting: • regular review of financial reports; • variance analysis; and • CEO and CFO sign-off on quarterly, half-yearly and annual financial reports. The Company has a formal Continuous Disclosure Policy (a copy of which is available on the Company’s website), which outlines the policies and procedures which the Company has adopted, to ensure that all information which is required to be disclosed under Chapter 3 of the ASX Listing Rules is disclosed on a timely basis. As outlined in further detail in the Company’s Continuous Disclosure Policy, the Board has designated the Company Secretary as the person responsible for overseeing and coordinating disclosure of relevant information to the ASX as well as communicating with the ASX. The Board is on the announcement distribution list. Presentations are released on the ASX Market Announcements Platform ahead of the presentation being given. The Company’s website includes the following: RECOMMENDATIONS (4TH EDITION) A listed entity should provide information about itself and its governance to investors via its website. Recommendation 6.2 A listed entity should have an investor relations program that facilitates effective two-way communication with investors. COMPLY YES YES EXPLANATION Corporate Governance Plan (incorporating the various policies, procedures, charters, programs, assessments, codes and frameworks) • Names and biographical details of each of its Directors and sen