AURIS MINERALS LIMITED - Regulatory Filings 2021

Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Name of entity
Auris Minerals Limited
ABN 77 085 806 284	Financial year ended:
77 085 806 284	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 ☒ www.aurisminerals.com.au website:

The Corporate Governance Statement is accurate and up to date as at 9 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: 9 September 2021 Name of authorised officer Chris Achurch – Company Secretary on behalf of the Board of authorising lodgement: Directors.

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)

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

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

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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.

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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 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	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	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	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
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 Statement OR `☐` 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) at: …………………………………………………………………………….. set out in our Corporate Governance Statement and whether a performance evaluation was undertaken for the reporting period in accordance with that process at: …………………………………………………………………………….. set out in our Corporate Governance Statement	`☐` set out in our Corporate Governance Statement OR `☐` we are an externally managed entity and this recommendation is therefore not applicable

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

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

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

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

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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: [ If the entity complies with paragraph (a): ] ☐ we are an externally managed entity and this recommendation
(1) has at least three members, a majority of whom are is therefore not applicable
and we have disclosed a copy of the charter of the committee at:
independent directors; and
(2) is chaired by an independent director, …………………………………………………………………………….. [ insert location ]
and disclose:
and the information referred to in paragraphs (4) and (5) at:
(3) the charter of the committee; ……………………………………………………………………………..
(4) the members of the committee; and [ insert location ]
(5) as at the end of each reporting period, the number [ If the entity complies with paragraph (b): ]
of times the committee met throughout the period and we have disclosed the fact that we do not have a nomination
and the individual attendances of the members at
committee and the processes we employ to address board
those meetings; or
succession issues and to ensure that the board has the appropriate
(b) if it does not have a nomination committee, disclose that balance of skills, knowledge, experience, independence and
fact and the processes it employs to address board diversity to enable it to discharge its duties and responsibilities
succession issues and to ensure that the board has the effectively at:
appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its …………………………………………………………………………….. [ insert location ]
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 at: ☐ we are an externally managed entity and this recommendation
looking to achieve in its membership.
…………………………………………………………………………….. is therefore not applicable
set out in our Corporate Governance Statement
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ASX Listing Rules Appendix 4G (current at 17/7/2020)

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

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Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

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Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

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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:
[ If the entity complies with paragraph (a): ]
(1) has at least three members, all of whom are non-
and we have disclosed a copy of the charter of the committee at:
executive directors and a majority of whom are
independent directors; and ……………………………………………………………………………..
[ insert location ]
(2) is chaired by an independent director, who is not
the chair of the board, and the information referred to in paragraphs (4) and (5) at:
and disclose: ……………………………………………………………………………..
[ insert location ]
(3) the charter of the committee;
[ If the entity complies with paragraph (b): ]
(4) the relevant qualifications and experience of the
and we have disclosed the fact that we do not have an audit
members of the committee; and
committee and the processes we employ that independently verify
(5) in relation to each reporting period, the number of
and safeguard the integrity of our corporate reporting, including the
times the committee met throughout the period and
processes for the appointment and removal of the external auditor
the individual attendances of the members at those
and the rotation of the audit engagement partner at:
meetings; or
(b) if it does not have an audit committee, disclose that fact …………………………………………………………………………….. [ insert location ]
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.
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ASX Listing Rules Appendix 4G (current at 17/7/2020)

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

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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.
at:
……………………………………………………………………………..
www.aurisminerals.com.au
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:
……………………………………………………………………………..
www.aurisminerals.com.au
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 at:
……………………………………………………………………………..
www.aurisminerals.com.au
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.
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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	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.		`☐` [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: …………………………………………………………………………….. [insert location] and the information referred to in paragraphs (4) and (5) at: …………………………………………………………………………….. [insert location] [If the entity complies with paragraph (b):] 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 at: …………………………………………………………………………….. [insert location] `☒` 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 at: …………………………………………………………………………….. www.aurisminerals.com.au	`☐` set out in our Corporate Governance Statement

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

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

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Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

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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: [ If the entity complies with paragraph (a): ] ☐ we are an externally managed entity and this recommendation
(1) has at least three members, a majority of whom are is therefore not applicable
and we have disclosed a copy of the charter of the committee at:
independent directors; and
(2) is chaired by an independent director, …………………………………………………………………………….. [ insert location ]
and disclose:
and the information referred to in paragraphs (4) and (5) at:
(3) the charter of the committee; ……………………………………………………………………………..
(4) the members of the committee; and [ insert location ]
(5) as at the end of each reporting period, the number [ If the entity complies with paragraph (b): ]
of times the committee met throughout the period and we have disclosed the fact that we do not have a remuneration
and the individual attendances of the members at
committee and the processes we employ for setting the level and
those meetings; or
composition of remuneration for directors and senior executives and
(b) if it does not have a remuneration committee, disclose ensuring that such remuneration is appropriate and not excessive:
that fact and the processes it employs for setting the level and composition of remuneration for directors and senior …………………………………………………………………………….. [ insert location ]
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
at:
……………………………………………………………………………..
In the Company’s Remuneration Report (within the Company’s
Annual Report)
www.aurisminerals.com.au
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) enter into transactions (whether through the use of have a policy on whether participants are permitted to ……………………………………………………………………… this recommendation is therefore not applicable OR
In the Company’s Remuneration Report (within the Company’s ☐ we are an externally managed entity and this recommendation
derivatives or otherwise) which limit the economic risk of
Annual Report) is therefore not applicable
participating in the scheme; and
www.aurisminerals.com.au
(b) disclose that policy or a summary of it.
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ASX Listing Rules Appendix 4G (current at 17/7/2020)

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

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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]
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1 A listed entity with a director who does not speak the language N/A ☐ set out in our Corporate Governance Statement OR
in which board or security holder meetings are held or key ☐ we do not have a director in this position and this
corporate documents are written should disclose the processes
recommendation is therefore not applicable OR
it has in place to ensure the director understands and can
contribute to the discussions at those meetings and ☐ we are an externally managed entity and this recommendation
understands and can discharge their obligations in relation to is therefore not applicable
those documents.
9.2 A listed entity established outside Australia should ensure that N/A ☐ set out in our Corporate Governance Statement OR
meetings of security holders are held at a reasonable place and ☐ we are established in Australia and this recommendation is
time.
therefore not applicable OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
9.3 A listed entity established outside Australia, and an externally N/A ☐ set out in our Corporate Governance Statement OR
managed listed entity that has an AGM, should ensure that its ☐ we are established in Australia and not an externally managed
external auditor attends its AGM and is available to answer
listed entity and this recommendation is therefore not
questions from security holders relevant to the audit.
applicable
☐ we are an externally managed entity that does not hold an
AGM and this recommendation is therefore not applicable
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
- Alternative to Recommendation 1.1 for externally managed N/A ☐ set out in our Corporate Governance Statement
listed entities:
The responsible entity of an externally managed listed entity
should disclose:
(a) the arrangements between the responsible entity and the
listed entity for managing the affairs of the listed entity;
and
(b) the role and responsibility of the board of the responsible
entity for overseeing those arrangements.
- Alternative to Recommendations 8.1, 8.2 and 8.3 for externally N/A ☐ set out in our Corporate Governance Statement
managed listed entities:
An externally managed listed entity should clearly disclose the
terms governing the remuneration of the manager.
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ASX Listing Rules Appendix 4G (current at 17/7/2020)

ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations

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ASX Corporate Governance Complies Explanation
Principles and Recommendations
(4th Edition)
Recommendation 1.1
Yes The Company has disclosed the respective roles and responsibilities of its
A listed entity should have and Board and management, and the functions reserved by the Board and
disclose a board charter setting out: those delegated to senior management, in the Company’s Board Charter.
(a) the respective roles and A copy of the Board Charter is available in the Corporate Governance
responsibilities of its board section of the Company’s website.
and management; and
(b) those matters expressly
reserved to the board and
those delegated to
management.
Recommendation 1.2
Yes The Company undertakes a number of checks before appointing a person
A listed entity should: or putting forward to security holders a candidate for election as a
Director or Senior Executive and provides material information to
(a) undertake appropriate shareholders about a candidate for election or re-election.
checks before appointing a
director or senior executive The Board of Directors ensures that appropriate checks and references
or putting someone forward are taken for new Directors and key executives, and that effective
for election as a director; and induction and education procedures exist for new Board appointees and
key executives. These include checks as to the person’s character,
(b) provide security holders with experience and education.
all material information in its
possession relevant to a Information provided to security holders in a Notice of Meeting or
decision on whether or not disclosure document (where applicable) includes: biographical details
to elect or re-elect a director. and the skills the candidates bring to the Board; details of any other
material directorships currently held by the candidate; in the case of a
candidate standing for election as a Director for the first time, any
material adverse information revealed by the checks that the Company
has performed about the Director, details of any interest, position,
association or relationship that might influence, or reasonably be
perceived to influence, in a material respect his or her capacity to bring
an independent judgement to bear on issues before the Board and to act
in the best interests of the Company and its security holders generally,
and if the Board considers that the candidate will, if elected, qualify as an
independent Director, a statement to that effect; in the case of a
candidate standing for re-election as a Director, the term of office
currently served by the Director and if the Board considers the Director
to be an independent Director, a statement to that effect and a
statement by the Board as to whether or not it supports the election or
re-election of the candidate.
A candidate for appointment or election as a Non-Executive Director
must provide the Board with the information above and a consent for the
Company to conduct any background or other checks the Company
would ordinarily conduct. The candidate must also provide details of his
or her other commitments and an indication of time involved, and
specifically acknowledge to the Company that he or she will have
sufficient time to fulfil his or her responsibilities as a Director.
Recommendation 1.3
Yes The Company has a procedure of obtaining a written agreement with
A listed entity should have a written each Director and senior executive setting out their terms of
agreement with each director and appointment. These agreements take the form of letters of appointment
senior executive setting out the for all Directors and additional service contracts in the case of Executive
terms of their appointment. Directors or other senior executives.
For each Non-Executive Director, the letter of appointment generally sets
out the following: the terms of appointment; the time commitment
envisaged, including any expectations regarding involvement with
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		committee work and any other special duties attaching to the positions; remuneration, including superannuation entitlements; the requirement to disclose Directors’ interests and any matters that may affect Directors’ independence; the requirement to comply with key corporate policies, including the Company’s Corporate Code of Conduct, and its Securities Trading Policy; the Company’s policy on when Directors may seek independent professional advice at the expense of the Company (which is generally whenever Directors, especially Non-Executive Directors, judge such advice necessary for them to discharge their responsibilities as Directors); indemnity and insurance arrangements; ongoing rights of access to corporate information; and ongoing confidentiality obligations. In the case of Executive Directors or other senior executives, the agreements generally set out the information above (to the extent applicable), as well as: descriptions of their positions, duties and responsibilities; the persons or bodies to whom they report; the circumstances in which their services may be terminated; and any entitlements on termination. The Company is required under the ASX Listing Rules to disclose the material terms of any employment, service or consultancy agreement it or a subsidiary enters into with its Chief Executive Officer (CEO) (or equivalent), any of its Directors, and any other person or entity who is a related party of its CEO or any of its Directors. It is also required to disclose any material variation to such an agreement.
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 Company Secretary of the Company is accountable directly to the Board, through the Chairperson, on all matters to do with the proper functioning of the Board. The Company Secretary plays an important role in supporting the effectiveness of the Board and its Committees. The role of the Company Secretary includes advising the Board and its Committees on governance matters; monitoring that Board and Committee policies and procedures are followed; co-ordinating the timely completion and despatch of Board and Committee papers; ensuring that the business at Board and Committee meetings is accurately captured in the minutes; and helping to organise and facilitate the induction and professional development of Directors. Each Director is able to communicate directly with the Company Secretary and vice versa. The decision to appoint or remove a Company Secretary is made or approved by 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;	Partially	The Company’ workforce, including employees, contractors, management and the Board, is made up of individuals with diverse skills, values, backgrounds and experiences that bring to the Company the skills and expertise that are required for the Company to enhance its performance. The Company values diversity and recognises the benefit it can bring in achieving the Company’s goals. To this end, the Company has a Diversity Policy Charter that reflects its commitments and objectives, and includes requirements for the Board to annually review performance against these objectives, as part of its annual performance assessment. A copy of the Diversity Policy is available in the Corporate Governance section of the Company’s website. Due to the current early stage, size and composition of the organisation, the Board does not consider it appropriate to provide measurable objectives in relation to gender. The Company is committed to ensuring that the appropriate mix of skills, experience, expertise and diversity are considered when employing staff at all levels of the organisation, and when making new senior executive and Board appointments, and is satisfied that the composition of employees, senior executives and members is appropriate consideringits size and environment. The

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(2) the entity’s progress Company has the objective to improve the current ratio of women to
towards achieving those men with its proposed staff recruitment as soon as the scale of its
objectives; and operations allows so.
(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.
Recommendation 1.6
Yes The Board/Nomination Committee/Remuneration Committee (each and
A listed entity should: as applicable, and in its absence the Board) conducts an annual review of
the performance of the Board, its committees, individual directors and
(a) have and disclose a process senior executives.
for periodically evaluating
the performance of the An annual review includes the role of the Board over the previous 12
board, its committees and months and examines ways the Board can be assisted in performing its
individual directors; and duties more effectively.
(b) disclose for each reporting The review includes; comparing the performance of the Board with the
period whether a requirements of its charter, examination of the Boards interaction with
performance evaluation has management, the nature of information provided to the Board by
been undertaken in management, managements performance in assisting the Board to meet
accordance with that process its objectives and analysis of whether there is a need for existing
during or in respect of that Directors to undertake professional development.
period.
A similar review may be conducted for each committee by the Board with
the aim of assessing the performance of each committee and identifying
areas where improvements can be made.
The remuneration committee will oversee the evaluation of the
remuneration of the Company’s senior executives. This evaluation is
based on specific criteria.
The Company completes performance evaluations in respect of the
Board, individual directors and committees (if any) for each financial year
in accordance with its policy.
Recommendation 1.7
Yes The Board/Nomination Committee/Remuneration Committee (each and
A listed entity should: as applicable, and in its absence the Board) conducts an annual review of
the performance of the Board, its committees, individual directors and
senior executives.
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(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.

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:

(3) the charter of the committee;

The remuneration committee will oversee the evaluation of the remuneration of the Company’s senior executives. This evaluation is based on specific criteria.

The Company’s Corporate Governance Plan requires the Company to disclose whether or not performance evaluations were conducted during the relevant reporting period. The Company completes performance evaluations in respect of the senior executives (if any) for each financial year in accordance with its policy.

No The Board has adopted a Nomination Committee Charter, however given the early stage of its life cycle, small team and simple operations, has decided not to form a separate Nomination Committee.

The Board believes that no efficiencies or other benefits would be gained by establishing a separate Nomination Committee. The Board periodically reviews whether it has the appropriate balance of skills, knowledge, and experience suitable for a Company in the junior resources sector.

As the Company grows and develops, it will review the merits of establishing a formal Nomination Committee. Until then the Board carries out the duties that would ordinarily be assigned to the Nomination Committee under the written terms of reference for 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 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.

Recommendation 2.2	Yes	The Board seeks a mix of skills suitable for a junior resources company. A
A listed entity should have and disclose a board skills matrix setting		summary of the key board skills matrix is set out below. Further details regarding the skills and experience of each Director are included in the
out the mix of skills that the board		Directors’ Report of the Company’s Annual Report.
currently has or is looking to achieve
in its membership.

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Director Capital Resources Mining Finance Listed
Skills Markets Geology Accounting Company
Neville
    
Bassett
Mike
    
Hendriks
Craig Hall     
Recommendation 2.3
Yes Name Position Independent Length of
A listed entity should disclose: Service
(a) the names of the directors
considered by the board to Non-Executive Appointed 20
be independent directors; Neville Bassett Chairman Yes April 2018
(b) if a director has an interest,
position, affiliation or Managing No Appointed 20
relationship of the type Mike Hendriks Director November
described in Box 2.3 but the 2020
board is of the opinion that it
Non-Executive No Appointed 1
does not compromise the Craig Hall
independence of the Director August 2018
director, the nature of the
Non-Executive No Appointed 2
interest, position or
Director November
relationship in question and
2016
an explanation of why the Rob Martin
board is of that opinion; and Resigned 20
November
(c) the length of service of each
2020
director. -
Recommendation 2.4
No The Company’s Board Charter requires that, where practical, the majority
A majority of the board of a listed of the Board should be independent.
entity should be independent
There are currently 3 directors, only one is Independent.
directors.
The Board believes that its composition represents an appropriate
balance of executive and non-executive directors to achieve the
promotion of shareholder interests and effective governance of the
business, given the Company’s current size and stage of development.
The Board also has access to, and the ability to engage with, senior
executives who may also attend Board/Committee meetings by
invitation.
The Board will actively work towards ensuring there is a majority of
independent directors as the Company develops and increases in size
Recommendation 2.5
Yes The Chairman is independent and is not the CEO.
The chair of the board of a listed
Further details regarding the Directors are set out in the Directors’ Report
entity should be an independent
of the Company’s Annual Report
director and, in particular, should not
be the same person as the CEO of the
entity.
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Recommendation 2.6
Yes Every new Director receives a Letter of Appointment accompanied by: a
A listed entity should have a Director’s Deed of Access and Indemnity; information on the Company’s
programme for inducting new policies and charters; and an induction meeting.
directors and for periodically
The Board considers training to develop skills and experience of
reviewing whether there is a need for
individual Board members in conjunction with its review of the Skills
existing directors to undertake
Matrix. In order to ensure the Board is able to discharge its
professional development to
responsibilities properly, the Board has a process whereby Directors can
maintain the skills and knowledge
obtain independent professional advice, to develop and maintain their
needed to perform their role as
skills and knowledge and ensure they are able to perform their role as
directors effectively.
Director (at the expense of the Company). Specifically, an analysis of
whether there is a need for existing Directors to undertake professional
development is reviewed annually by the Nomination Committee.
Recommendation 3.1
Yes A copy of the Company’s Statement of Values is available in the
A listed entity should articulate and Corporate Governance section of the Company’s website (under the
disclose its values. heading ‘Schedule 2 – Corporate Code of Conduct’.
Recommendation 3.2
Yes The Company has a Company Code of Conduct that has been fully
A listed entity should: endorsed by the Board and applies to all Directors, senior executives and
employees. The Company Code of Conduct is reviewed and updated as
(a) have and disclose a code of necessary to ensure it reflects the highest standards of behaviour and
conduct for its directors, professionalism, and the practices necessary to maintain confidence in
senior executives and the Company’s integrity, and to take into account legal obligations and
employees; and reasonable expectations of the Company’s stakeholders.
(b) ensure that the board or a A copy of the Company’s Code of Conduct is available in the Corporate
committee of the board is Governance section of the Company’s website.
informed of any material
breaches of that code. Any material breaches of the Code of Conduct are reported to the Board
or a committee of the Board.
Recommendation 3.3
Yes The Company has a Whistle blower Policy and is committed to
A listed entity should: conducting all of its business activities fairly, honestly with integrity, and
in compliance with all applicable laws, rules and regulations. The
a) have and disclose a Company’s board of directors, management and employees are
whistleblower policy; and dedicated to high ethical standards and recognise and support the
(b) ensure that the board or a Company’s commitment to compliance with these standards.
committee of the board is Any material breaches of the Whistleblower Protection Policy are to be
informed of any material reported to the Whistleblower Protection Officer and/or the Company
incidents reported under that Secretary (if different), a relevant Supervisor/Senior Manager or any
policy. member of the Board. Reports can be made by email, telephone or in
person. In certain cases the disclosing party may feel more comfortable
making an anonymous disclosure.
A copy of the Company’s Whistle Blower Policy is available in the
Corporate Governance section of the Company’s website.
Recommendation 3.4
Yes The Company has an Anti-Bribery and Corruption Policy. The Policy
A listed entity should: outlines the Company’s commitment to fair and legal business practices,
anti-bribery and corruption.
(a) have and disclose an anti-
bribery and corruption Any material incidents related to Bribery or Corruption will be reported
policy; and to the Board, or relevant Board Sub-Committee.
(b) ensure that the board or a A copy of the Company’s Anti-Bribery and Corruption Policy is available
committee of the board is in the Corporate Governance section of the Company’s website.
informed of any material
breaches of that policy.
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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 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.	No	The Board has decided not to form a separate Audit Committee at this stage. The Board believes that no efficiencies or other benefits would be gained by establishing a separate Audit Committee. The Board has adopted an Audit Committee Charter, however the Board as a whole performs the function of the Audit Committee. Due to the size and scale of its operations, the Board as a whole considers that it is more efficient and effective for the corporate reporting process to not have an Audit Committee at this stage. The Board will monitor this position as the Company’s circumstances change. The Board as whole determines when to seek the appointment or removal of the external auditor, and subject to any statutory requirements, the Board will also seek rotation of the audit partner on an as required basis. A copy of the Audit Committee Charter is available in the Corporate Governance section of the Company’s website.
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 entityand that	Yes	The Company’s Audit and Risk Committee Charter requires the CEO and CFO (or, if none, the person(s) fulfilling those functions) to provide a sign off on these terms. The Board ensures that before it approves the entity’s financial statements for a financial period it receives declarations that 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 Company and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

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.	Yes	The Board and Company Secretary are responsible for reviewing all communications to the market to ensure they are full and accurate and comply with the Company’s obligations.
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.	Yes	The Company has adopted a Continuous Disclosure Policy which sets out the processes and practices that ensure its compliance with the continuous disclosure requirements under applicable Listing Rules and applicable corporation law (including the Corporations Act). A copy of the Continuous Disclosure Policy is available in the Corporate Governance section of the Company’s website
Recommendation 5.2 A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.	Yes	All announcements are circulated to the board before (if material) or immediately after release to the market (if not material).
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.	Yes	Under the Company’s Continuous Disclosure Policy, any written materials containing new price sensitive information to be used in investor presentations are lodged with ASX prior to the presentation commencing.
Recommendation 6.1 A listed entity should provide information about itself and its governance to investors via its website.	Yes	The Company keeps the investors informed of its corporate governance, financial performance and prospects via its website. Investors can access copies of all announcements to the ASX, notices of meetings, annual reports, financial statements, corporate governance charters and policies, investor presentations and general information regarding the Company on the Company’s website.
Recommendation 6.2 A listed entity should have an investor relations programme that facilitates effective two-way communication with investors.	Yes	The Board of the Company aims to ensure that the shareholders are informed of all major developments affecting the Company’s state of affairs. As part of the Company’s developing investor relations program, shareholders can register with the Company to receive email notifications of 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. Shareholders are encouraged to participate at all GMs and AGMs of the Company. Upon the despatch of any notice of meeting to shareholders, the Company Secretary shall send out material with that notice of meeting stating that all shareholders are encouraged to participate at the meeting. The Company will ensure that appropriate technology is used to facilitate theparticipation of shareholders at such meetings and that

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meetings will be held at a reasonable time and place. Shareholders who
are unable to attend meetings may ask questions or provide comments
ahead of meetings.
The Company conducts periodic investor briefings, roadshows, site visits
and attends regional and industry specific conferences (where
applicable) in order to facilitate effective two-way communication with
investors and other financial market participants.
The presentation material provided at these events is posted on the
Company’s website, which also provides the opportunity for interested
parties to join the mailing list to receive regular updates from the
Company.
The Company has adopted a Shareholder Communication Policy because
the Board is of the view that an effective policy for communication with
shareholders enhances its strong culture of disclosure to keep the
shareholders and the relevant markets informed of all major
developments affecting the Company.
A copy of the Shareholder Communication Policy is available on the
Company’s website.
Recommendation 6.3
Yes Shareholders are encouraged to participate at all GMs and AGMs of the
A listed entity should disclose how it Company. Upon the despatch of any notice of meeting to shareholders,
facilitates and encourages the Company Secretary shall send out material with that notice of
participation at meetings of security meeting stating that all shareholders are encouraged to participate at the
holders. meeting. The Company will ensure that appropriate technology is used
to facilitate the participation of shareholders at such meetings and that
meetings will be held at a reasonable time and place. Shareholders who
are unable to attend meetings may ask questions or provide comments
ahead of meetings.
Shareholders are always given the opportunity to ask questions of
Directors and management, either during or after meetings.
In addition, the company’s auditor is also made available for questions at
the Company’s AGM of Shareholders.
Recommendation 6.4
Yes Per the Company’s Corporate Governance Policy and specifically the
A listed entity should ensure that all Shareholder Communication Strategy section, all substantive resolutions
substantive resolutions at a meeting at shareholder meetings will be decided by a poll rather than a show of
of security holders are decided by a hands.
poll rather than by a show of hands.
Recommendation 6.5
Yes The Company welcomes electronic communications from its
A listed entity should give security Shareholders via the Contacts page on the Company’s website.
holders the option to receive
The Company’s share registry also engages with Shareholders
communications from, and send
electronically and makes available a range of relevant forms on its
communications to, the entity and its website and provides Shareholders with options to receive
security registry electronically.
communications from, and send communications to, the Company and
its security registry electronically.
Shareholders can register with the share registry to access their personal
information and shareholdings via the internet.
Recommendation 7.1
No The Board has decided not to form a separate Risk Committee at this
The board of a listed entity should: stage. The Board believes that no efficiencies or other benefits would be
gained by establishing a separate Risk Committee. The Board has
(a) have a committee or adopted a Risk Committee Charter, however the Board as a whole
committees to oversee risk, performs the function of the Risk Committee.
each of which:
Due to the size and scale of its operations, the Board as a whole considers
that it is more efficient and effective for the corporate reporting process
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(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.		to not have a Risk Committee at this stage. The Board will monitor this position as the Company’s circumstances change. A copy of the Risk Committee Charter is available in the Corporate Governance section of the Company’s website.
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	The Board determines the Company’s “risk profile” and is responsible for establishing, overseeing and approving the Company’s risk management framework, strategy and policies, internal compliance and internal control. The responsibility for undertaking and assessing risk management and internal control effectiveness is delegated to management. Management is required to assess risk management and associated internal compliance and control procedures and report, at least annually, to the audit and risk committee. The Board will review assessments of the effectiveness of risk management and internal compliance and control at least annually. The Company must disclose at least annually whether the Board (or a committee of the Board) has completed a review of the Company’s risk management framework to satisfy itself that the framework: a) continues to be sound; b) ensures that the Company is operating with due regard to the risk appetite set by the Board; and c) deals adequately with contemporary and emerging risks such as conduct risk, digital disruption, cyber-security, privacy and data breaches, sustainability and climate change. The Company will disclose if it has any material exposure to environmental or social risks and, if it does, how it manages, or intends to manage, those risks. A copy of the Company’s Risk Management Policy is available in the Corporate Governance section of the Company’s website.

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.	No	The Audit and Risk Committee Charter provides for the Audit and Risk Committee to monitor and periodically review the need for an internal audit function, as well as assessing the performance and objectivity of any internal audit procedures that may be in place. The Company does not have an internal audit function. The Board considers the process employed pursuant to the Audit and Risk Committee Charter and Risk Management Policy are sufficient for evaluating and continually improving the effectiveness of its risk management and internal control processes given the size and complexity of the current business.
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.	Yes	The Board determines the Company’s “risk profile” and is responsible for establishing, overseeing and approving the Company’s risk management framework, strategy and policies, internal compliance and internal control. The Board/Audit and Risk Committee (as applicable), will assist management to determine whether it has any material exposure to environmental or social risks, and specifically; i) if it does, how it manages, or intends to manage, those risks; and ii) if it does not, report the basis for that determination to the Board, and where appropriate benchmark the Company’s environmental or social risk profile against its peers; The Company will disclose this information in its Annual Report which is available on the Company’s website.
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	No	The Board has decided not to form a separate Remuneration Committee at this stage. The Board believes that no efficiencies or other benefits would be gained by establishing a separate Remuneration Committee. The Board has adopted a Remuneration Committee Charter, however the Board as a whole performs the function of the Remuneration Committee. The Board periodically undertakes a review to ensure that the level and composition of remuneration for Directors and senior executives is appropriate and not excessive.

(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.

Recommendation 8.2

A listed entity should separately disclose its policies and practices regarding the remuneration of nonexecutive directors and the remuneration of executive directors and other senior executives.

Recommendation 8.3

A listed entity which has an equitybased 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

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Yes The Company will separately disclose its policies and practices regarding the remuneration of the Company’s Non-Executive Directors and the remuneration of its Executive Directors and Senior Executives in the Remuneration Report in the Company’s Annual Report.

Yes The use of derivatives or other hedging arrangements for unvested securities of the company or vested securities of the company which are subject to escrow arrangements is prohibited.

Where a director or other senior executive uses derivatives or other hedging arrangements over vested securities of the company, this will be disclosed.

Further details regarding the equity-based schemes are set in the Remuneration Report within the Annual Report

(b) disclose that policy or a summary of it.

Recommendation 9.1

N/A

A listed entity with a director who does not speak the language in which board or security holder meetings are held or key corporate documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the discussions at those meetings and understands and can discharge their obligations in relation to those documents.

Recommendation 9.2

N/A A listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time. Recommendation 9.3 N/A A listed entity established outside Australia, and an externally managed listed entity that has an AGM, should ensure that its

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external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.

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AURIS MINERALS LIMITED Regulatory Filings 2021

64462_rns_2021-09-09_9e4c5dcf-62f7-4bcc-8e23-30c3eecadaa8.pdf

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Recommendation 2.1

Recommendation 8.2

Recommendation 8.3

Recommendation 9.1

Recommendation 9.2

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AURIS MINERALS LIMITED — Regulatory Filings 2021

64462_rns_2021-09-09_9e4c5dcf-62f7-4bcc-8e23-30c3eecadaa8.pdf

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Recommendation 2.1

Recommendation 8.2

Recommendation 8.3

Recommendation 9.1

Recommendation 9.2

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