On Track To Deliver
“Highest standards of ethical behaviour and accountability”

Corporate Governance

The Board

The Board is responsible for the overall corporate governance of the Company, and it recognises the need for the highest standards of ethical behaviour and accountability. The Board is committed to administering its corporate governance structures to promote integrity and responsible decision making.

Board charter

The Board has adopted a board charter. Under the board charter, the Board is responsible for the overall operation and stewardship of the Company and its subsidiaries and, in particular, is responsible for:

  1. setting the strategic direction of the Company, establishing goals to ensure that these strategic objectives are met and monitoring the performance of management against these goals and objectives;
  2. ensuring there are adequate resources available to meet the Company’s objectives;
  3. appointing the managing director and company secretary and chief financial officer of the Company;
  4. evaluating the performance and determining the remuneration of senior executives, and ensuring that appropriate policies and procedures are in place for recruitment, training, remuneration and succession planning;
  5. approving and monitoring financial reporting and capital management;
  6. approving and monitoring the progress of business objectives;
  7. ensuring that any necessary statutory licences are held and compliance measures are maintained to ensure compliance with the law and licences;
  8. ensuring that adequate risk management procedures exist and are being used;
  9. ensuring that the Company has appropriate corporate governance structures in place, including standards of ethical behaviour and a culture of corporate and social responsibility;
  10. ensuring that the Board is and remains appropriately skilled to meet the changing needs of the Company; and
  11. ensuring procedures are in place for ensuring the Company’s compliance with the law.

Conflicts of interest

In accordance with the Corporations Act and the Constitution, Directors must keep the Board advised, on an ongoing basis, of any interest that could potentially conflict with those of the Company. Where the Board believes a significant conflict exists, the Director concerned will not receive the relevant papers and will not be present at the Board meeting whilst the matter is being considered.

Independent professional advice

In fulfilling their duties, each Director dealing with corporate governance matters may obtain independent professional advice at the Company’s expense, subject to prior approval of the Chairman, whose approval will not be unreasonably withheld.

Corporate governance policies

The Board has adopted the corporate governance policies described below. Copies of the policies are available on the Company’s website.

As the Company’s activities develop in size, nature and scope, the implementation of additional corporate governance policies will be given further consideration.

Code of conduct

The Board believes that the success of the Company has been and will continue to be enhanced by a strong ethical culture within the organisation.

The Company has established a corporate code of conduct (Code) which aims to develop a consistent understanding of, and approach to, the desired standards of conduct and behaviour with which the Directors, officers, managers, employees and consultants of the Company are expected to comply.

The Code sets out the Company’s policies on various matters, including the following:

  1. conflicts;
  2. fair dealing;
  3. Company assets and property;
  4. computer, email and internet use;
  5. health, safety and environment;
  6. employment practices; and
  7. gifts and entertainment.

In addition to their obligations under the Corporations Act in relation to inside information, all Directors, employees and consultants have a duty of confidentiality to the Company in relation to confidential information they possess. The Code also outlines the procedure for reporting any breaches of the Code and the possible disciplinary action the Company may take in respect of any such breaches.

Continuous disclosure policy

Once listed, the Company will be a “disclosing entity” pursuant to section 111AR of the Corporations Act and, as such, will need to comply with the continuous disclosure requirements of Chapter 3 of the ASX Listing Rules and section 674 of the Corporations

Act. Subject to the exceptions contained in the ASX Listing Rules, the Company will be required to disclose to ASX any information concerning the Company which is not generally available and which a reasonable person would expect to have a material effect on the price or value of the Shares.

The Company is committed to observing its disclosure obligations under the Corporations Act and its obligations under the ASX Listing Rules.

The Company has adopted a continuous disclosure policy, the purpose of which is to:

  1. ensure that the Company, as a minimum, complies with its continuous disclosure obligations under the Corporations Act and the ASX Listing Rules and, as much as possible, seeks to achieve and exceed best practice;
  2. provide Shareholders and the market with timely, direct and equal access to information issued by the Company; and
  3. promote investor confidence in the integrity of the Company and its securities.

Securities dealing policy

The Company has in place a securities dealing policy which sets out the requirements for all Directors, executives, employees, contractors, consultants and advisers of the Company dealing in the Company’s securities.

Directors and senior executives of the Company may not deal in the Company’s securities without first notifying the Managing Director and the Company Secretary of the intention to trade. The Managing Director may not deal in the Company’s securities without prior approval of the Chairman, and without notifying the Company Secretary of the intention to trade. The Company Secretary must be subsequently notified of any trade that has occurred.

Shareholder communication policy

The Company has adopted a shareholder communication policy which outlines the processes through which the Company will endeavour to ensure timely and accurate information is provided equally to all Shareholders and the broader market.

The Company supports Shareholder participation in general meetings. Mechanisms for enabling Shareholder participation will be reviewed regularly to encourage the highest level of Shareholder participation.

Risk management policy

The Company has established a risk management policy, the purpose of which is to:

  1. provide a framework for identifying, assessing, monitoring and managing risk;
  2. communicate the roles and accountabilities of participants in the risk management system; and
  3. highlight the status of risks to which the Company is exposed, including any material changes to the Company’s risk profile.

The Board is responsible for:

  1. risk management and oversight of internal controls;
  2. establishing procedures which provide assurance that business risks are identified, consistently assessed and adequately addressed; and
  3. for the overseeing of such procedures.

The Board will review assessments of the effectiveness of risk management and internal compliance and control on an annual basis.

Corporate governance – exceptions to ASX recommendations

The Company sets out below its “if not why not” report in relation to those matters of corporate governance where the Company’s practice departs from the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (2nd edition) (Recommendations) to the extent that they are currently applicable to the Company.

Recommendations 1.2 and 2.5 (process for evaluation)

The Company does not have in place a formal process for evaluation of the Board, its committees, individual Directors and key executives.

The small size of the Board and the nature of the Company’s activities make the establishment of a formal performance evaluation strategy unnecessary. Performance evaluation is a discretionary matter for consideration by the entire Board and, in the normal course of events, the Board will review performance of the management, Directors and the Board as a whole.

Recommendation 2.1 (independent directors)

At present, the Board does not comprise a majority of “independent directors”. There are no Directors who satisfy the criteria for independence as outlined in Recommendation 2.1. However, given the size and scope of the Company’s operations, the Board considers that it has the relevant experience in the exploration and mining industry, and is appropriately structured, to discharge its duties in a manner that is in the best interests of the Company and its Shareholders from both a long-term strategic and operational perspective.

The Board intends to appoint further independent non-executive directors as suitably qualified candidates are identified, and the size and scale of the Company’s operations determine.

Recommendation 2.2 (independent chairman)

The Chairman of the Company, Mr Murray Black, is not an independent director in accordance with the criteria for independence as outlined in Recommendation 2.1. However, given the size and scope of the Company’s operations, the Board considers that Mr Black has the relevant experience in the exploration and mining industry and his appointment as Chairman is in the best interests of the Company and its Shareholders.

Recommendation 2.4 (nomination committee)

There is no nomination committee. The full Board, which comprises two Non-Executive Directors and one Executive Director, considers the matters and issues that would fall to the nomination committee. The Board considers that, given the current size and scope of the Company’s operations, no efficiencies or other benefits would be gained by establishing a separate nomination committee. The Board intends to reconsider the requirement for, and benefits of, a separate nomination committee as the Company’s operations grow and evolve.

Recommendations 4.1, 4.2, 4.3 and 4.4 (audit committee)

There is no audit committee. The role of the audit committee is undertaken by the full Board, which comprises two Non-Executive Directors and one Executive Director. The Board considers that, given the current size and scope of the Company’s operations and

that only one Director holds an executive position in the Company, no efficiencies or other benefits would be gained by establishing a separate audit committee at present. As the Company’s operations grow and evolve, the Board will reconsider the appropriateness of forming a separate audit committee.

Recommendation 8.1 (remuneration committee)

The Company has not established a separate remuneration committee and does not have a formal remuneration policy in place.

The role of the remuneration committee is undertaken by the full Board. The Board considers that, given its current size and that only one Director holds an executive position in the Company, no efficiencies or other benefits would be gained by establishing a separate remuneration committee. As the Company’s operations grow and evolve, the Board will reconsider the appropriateness of forming a separate remuneration committee.