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GOLDEN CROSS RESOURCES LTD Regulatory Filings 2021

Oct 31, 2021

64971_rns_2021-10-31_761eb204-fe20-4d90-9670-0fb0d5413801.pdf

Regulatory Filings

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Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Golden Cross Resources Limited

ABN/ARBN
063 075 178		 Financial year ended:
063 075 178 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.goldencross.com.au/corporate-information/corporate☒ website: governancestatement

The Corporate Governance Statement is accurate and up to date as at 29 October 2021 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.[3]

Date: 29 October 2021 Name of authorised officer Carolyn Jacobs authorising lodgement:

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)

Page 1

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

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in fullfor 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 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should have and disclose a board 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.		 ☒
and we have disclosed a copy of our board charter at:
……………………………………………………………………………..
www.goldencross.com.au		 ☐
set out in our Corporate Governance StatementOR
☐
we are an externally managed entity and this recommendation
is therefore not applicable
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.		 ☒ ☐
set out in our Corporate Governance StatementOR
☐
we are an externally managed entity and this recommendation
is therefore not applicable
1.3 A listed entity should have a written agreement with each director
and senior executive setting out the terms of their appointment.		 ☒ ☐
set out in our Corporate Governance StatementOR
☐
we are an externally managed entity and this recommendation
is therefore not applicable
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.		 ☒ ☐
set out in our Corporate Governance Statement OR
☐
we are an externally managed entity and this recommendation
is therefore not applicable

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.

Page 2

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 fullfor 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:
……………………………………………………………………………..
www.goldencross.com.au
and we have disclosed the information referred to in paragraph (c)
at:
……………………………………………………………………………..
www.goldencross.com.au
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 StatementOR
☐
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:
……………………………………………………………………………..
[insert location]
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process at:
……………………………………………………………………………..
[insert location]		 ☒
set out in our Corporate Governance StatementOR
☐
we are an externally managed entity and this recommendation
is therefore not applicable

Page 3

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 fullfor 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
1.7 A listed entity should:
(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.		 ☐
and we have disclosed the evaluation process referred to in
paragraph (a) at:
……………………………………………………………………………..
[insert location]
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process at:
……………………………………………………………………………..
[insert location]		 ☒
set out in our Corporate Governance StatementOR
☐
we are an externally managed entity and this recommendation
is therefore not applicable

Page 4

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 fullfor 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 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1 The board of a listed entity should:
(a)
have a nomination committee which:
(1)
has at least three members, a majority of whom are
independent directors; and
(2)
is chaired by an independent director,
and disclose:
(3)
the charter of the committee;
(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.		 ☐
[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:
……………………………………………………………………………..
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have a nomination
committee and the processes we employ 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 at:
……………………………………………………………………………..
www.goldencross.com.au		 ☒
set out in our Corporate Governance StatementOR
☐
we are an externally managed entity and this recommendation
is therefore not applicable
2.2 A listed entity should have and disclose a board skills matrix
setting out the mix of skills that the board currently has or is
looking to achieve in its membership.		 ☒
and we have disclosed our board skills matrix at:
……………………………………………………………………………..
www.goldencross.com.au		 ☐
set out in our Corporate Governance StatementOR
☐
we are an externally managed entity and this recommendation
is therefore not applicable

Page 5

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 fullfor 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
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, affiliation 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 or relationship in question and an explanation of
why the board is of that opinion; and
(c)
the length of service of each director.		 ☒
and we have disclosed the names of the directors considered by the
board to be independent directors at:
……………………………………………………………………………..
www.goldencross.com.au
and, where applicable, the information referred to in paragraph (b)
at:
……………………………………………………………………………..
www.goldencross.com.au
and the length of service of each director at:
……………………………………………………………………………..
www.goldencross.com.au		 ☐
set out in our Corporate Governance Statement
2.4 A majority of the board of a listed entity should be independent
directors.		 ☐ ☒
set out in our Corporate Governance StatementOR
☐
we are an externally managed entity and this recommendation
is therefore not applicable
2.5 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.		 ☐ ☒
set out in our Corporate Governance StatementOR
☐
we are an externally managed entity and this recommendation
is therefore not applicable
2.6 A listed entity should have a program for inducting new
directors and for 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.		 ☒ ☐
set out in our Corporate Governance StatementOR
☐
we are an externally managed entity and this recommendation
is therefore not applicable

Page 6

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 fullfor 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 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1 A listed entity should articulate and disclose its values. ☒
and we have disclosed our values at:
……………………………………………………………………………..
www.goldencross.com.au		 ☐
set out in our Corporate Governance Statement
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.		 ☒
and we have disclosed our code of conduct at:
……………………………………………………………………………..
www.goldencross.com.au		 ☐
set out in our Corporate Governance Statement
3.3 A listed entity should:
(a)
have and disclose a whistleblower policy; and
(b)
ensure that the board or a committee of the board is
informed of any material incidents reported under that
policy.		 ☒
and we have disclosed our whistleblower policy at:
……………………………………………………………………………..
www.goldencross.com.au		 ☐
set out in our Corporate Governance Statement
3.4 A listed entity should:
(a)
have and disclose an anti-bribery and corruption policy;
and
(b)
ensure that the board or committee of the board is
informed of any material breaches of that policy.		 ☒
and we have disclosed our anti-bribery and corruption policy at:
……………………………………………………………………………..
www.goldencross.com.au		 ☐
set out in our Corporate Governance Statement

Page 7

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 fullfor 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 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1 The board of a listed entity should:
(a)
have an audit committee which:
(1)
has at least three members, all of whom are non-
executive directors and a majority of whom are
independent directors; and
(2)
is chaired by an independent director, who is not
the chair of the board,
and disclose:
(3)
the charter of the committee;
(4)
the relevant qualifications and experience of the
members of the committee; and
(5)
in relation to each reporting period, the number of
times the committee met throughout the period and
the individual attendances of the members at those
meetings; or
(b)
if it does not have an audit committee, disclose that fact
and the processes it employs that independently verify
and safeguard the integrity of its corporate reporting,
including the processes for the appointment and removal
of the external auditor and the rotation of the audit
engagement partner.		 ☐
[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:
……………………………………………………………………………..
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have an audit
committee and the processes we employ that independently verify
and safeguard the integrity of our corporate reporting, including the
processes for the appointment and removal of the external auditor
and the rotation of the audit engagement partner at:
………www.goldencross.com.au…………………………………………
…………………………..
[insert location]		 ☒
set out in our Corporate Governance Statement
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.		 ☒ ☐
set out in our Corporate Governance Statement
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.		 ☒ ☐
set out in our Corporate Governance Statement

Page 8

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 fullfor 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 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should have and disclose a written policy for
complying with its continuous disclosure obligations under
listing rule 3.1.		 ☒
and we have disclosed our continuous disclosure compliance policy
at:
……………………………………………………………………………..
www.goldencross.com.au		 ☐
set out in our Corporate Governance Statement
5.2 A listed entity should ensure that its board receives copies of all
material market announcements promptly after they have been
made.		 ☒ ☐
set out in our Corporate Governance Statement
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.		 ☒ ☐
set out in our Corporate Governance Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about itself and its
governance to investors via its website.		 ☒
and we have disclosed information about us and our governance on
our website at:
……………………………………………………………………………..
www.goldencross.com.au		 ☐
set out in our Corporate Governance Statement
6.2 A listed entity should have an investor relations program that
facilitates effective two-way communication with investors.		 ☒ ☐
set out in our Corporate Governance Statement
6.3 A listed entity should disclose how it facilitates and encourages
participation at meetings of security holders.		 ☒
and we have disclosed how we facilitate and encourage participation
at meetings of security holders at:
……………………………………………………………………………..
www.goldencross.com.au		 ☐
set out in our Corporate Governance Statement
6.4 A listed entity should ensure that all substantive resolutions at a
meeting of security holders are decided by a poll rather than by
a show of hands.		 ☒ ☐
set out in our Corporate Governance Statement
6.5 A listed entity should give security holders the option to receive
communications from, and send communications to, the entity
and its security registry electronically.		 ☒ ☐
set out in our Corporate Governance Statement

Page 9

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 fullfor 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:
……………………………………………………………………………..
[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:
www.goldencross.com.au
……………………………………………………………………..
[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.goldencross.com.au		 ☐
set out in our Corporate Governance Statement

Page 10

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 fullfor 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
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.		 ☐
[If the entity complies with paragraph (a):]
and we have disclosed how our internal audit function is structured
and what role it performs at:
……………………………………………………………………………..
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have an internal audit
function and the processes we employ for evaluating and continually
improving the effectiveness of our risk management and internal
control processes at:
……………………………………………………………………………..
www.goldencross.com.au		 ☒
set out in our Corporate Governance Statement
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.		 ☒
and we have disclosed whether we have any material exposure to
environmental and social risks at:
……………………………………………………………………………..
www.goldencross.com.au
and, if we do, how we manage or intend to manage those risks at:
……………………………………………………………………………..
www.goldencross.com.au		 ☐
set out in our Corporate Governance Statement

Page 11

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 fullfor 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 8 – REMUNERATE FAIRLY AND RESPONSIBLY
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
(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.		 ☒
[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:
……………………………………………………………………………..
www.goldencross.com.au
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have a remuneration
committee and the processes we employ for setting the level and
composition of remuneration for directors and senior executives and
ensuring that such remuneration is appropriate and not excessive:
……………………………………………………………………………..
www.goldencross.com.au		 ☐
set out in our Corporate Governance StatementOR
☐
we are an externally managed entity and this recommendation
is therefore not applicable
8.2 A listed entity should separately disclose its policies and
practices regarding the remuneration of non-executive directors
and the remuneration of executive directors and other senior
executives.		 ☒
and we have disclosed separately our remuneration policies and
practices regarding the remuneration of non-executive directors and
the remuneration of executive directors and other senior executives
at:
……………………………………………………………………………..
www.goldencross.com.au		 ☐
set out in our Corporate Governance Statement OR
☐
we are an externally managed entity and this recommendation
is therefore not applicable
8.3 A listed entity which has an equity-based 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
(b)
disclose that policy or a summary of it.		 ☐
and we have disclosed our policy on this issue or a summary of it at:
………………………………………………………………………
[insert location]		 ☐
set out in our Corporate Governance StatementOR
☒
we do not have an equity-based remuneration scheme and
this recommendation is therefore not applicable OR
☐
we are an externally managed entity and this recommendation
is therefore not applicable

Page 12

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 fullfor 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
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1 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.		 ☐
and we have disclosed information about the processes in place at:
………………………………………………………………………
[insert location]		 ☐
set out in our Corporate Governance Statement OR
☒
we do not have a director in this position and this
recommendation is therefore not applicableOR
☐
we are an externally managed entity and this recommendation
is therefore not applicable
9.2 A listed entity established outside Australia should ensure that
meetings of security holders are held at a reasonable place and
time.		 ☐ ☐
set out in our Corporate Governance StatementOR
☐
we are established in Australia and this recommendation is
therefore not applicableOR
☐
we are an externally managed entity and this recommendation
is therefore not applicable
9.3 A listed entity established outside Australia, and an externally
managed listed entity that has an AGM, should ensure that its
external auditor attends its AGM and is available to answer
questions from security holders relevant to the audit.		 ☐ ☐
set out in our Corporate Governance StatementOR
☒
we are established in Australia and not an externally managed
listed entity and this recommendation is therefore not
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
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.		 ☐
and we have disclosed the information referred to in paragraphs (a)
and (b) at:
………………………………………………………………………		 ☐
set out in our Corporate Governance Statement

Page 13

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 fullfor 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
- Alternative to Recommendations 8.1, 8.2 and 8.3 for externally
managed listed entities:
An externally managed listed entity should clearly disclose the
terms governing the remuneration of the manager.		 ☐
and we have disclosed the terms governing our remuneration as
manager of the entity at:
……………………………………………………………………………..
[insert location]		 ☐
set out in our Corporate Governance Statement

Page 14

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

CORPORATE GOVERNANCE STATEMENT

OCTOBER 2021

Golden Cross Resources Limited ( GCR or Company ) and the entities it controls believe corporate governance is a critical pillar on which business succeeds, and in turn shareholder value is built.

The Board of Directors ( Board ) has adopted a suite of corporate governance charters and policies, commensurate with the Company’s needs, which articulate the practices and procedures followed by GCR.

These charters and policies are available in the Corporate Governance section of the Company’s website www.goldencross.com.au

This Corporate Governance Statement ( Statement) reports GCR’s compliance with the ASX Corporate Governance Council’s “ Corporate Governance Principles and Recommendations 4[th] Edition” ( ASX Principles and Recommendations ) in relation to the financial year ended 30 June 2021.

In addition to the ASX Principles and Recommendations , the Board has taken into account a number of important factors in determining its corporate governance practices and procedures, including the:

  • size and scale of operations of the Company;

  • relatively simple operations of the Company, which currently only undertakes mineral exploration and development activities;

  • costs versus benefits of additional corporate governance requirements or processes;

  • size of the Board;

  • Board’s experience in the resources sector;

  • organisational reporting structure and number of reporting functions, operational divisions and employees;

  • relatively simple financial affairs with limited complexity and quantum; and

  • direct shareholder feedback

CORPORATE GOVERNANCE PRINCIPLES AND RECOMMENDATIONS CORPORATE GOVERNANCE PRINCIPLES AND RECOMMENDATIONS COMPLY EXPLANATION
(Yes/No)
1. Lay solid foundations for management and oversight
1.1 A listed entity should have and disclose a board charter setting out: Yes The Board has established a clear distinction between the functions and
responsibilities reserved for the Board and those delegated to
(a)
the respective roles and responsibilities of its board and		 management, which are set out in the Company’s Board Charter.


management; and		 The Board Charter is disclosed in the Corporate Governance section of
the Company’s website www.goldencross.com.au.
(b)
those matters expressly reserved to the board and those
delegated to management.
1.2 A listed entity should: Yes The Company conducts background and reference checks including
those described in Guidance Note 1, paragraph 3.18 issued by the ASX
(a)
undertake appropriate checks before appointing a director or		 before appointing any additional person, or putting forward to


senior executive or putting someone forward for election as		 Shareholders a candidate for election, as a Director.
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.
1.3 A listed entity should have a written agreement with each director Yes All Directors and the Company Secretary have written agreements

and senior executive setting out the terms of their appointment.
setting out the terms of their appointment.
1.4 The company secretary of a listed entity should be accountable Yes The Company Secretary reports directly to the Board through the
Chairman on Board matters and all Directors have access to the
directly to the board, through the chair, on all matters to do with the
Company Secretary.
proper functioning of the board.
In accordance with the Company’s Constitution, the appointment or
removal of the Company Secretary is a matter for the Board as a whole.
.

2

  • 1.5 A listed entity should: No The Company has adopted a Diversity Policy committing to provide a work environment that values and utilizes the contributions of personnel

  • (a) have and disclose a diversity policy; with diverse gender and backgrounds, experiences and perspectives through successful management of diversity.

  • (b) through its board or a committee of the board set measurable The Diversity Policy is disclosed in the Corporate Governance section

  • objectives for achieving gender diversity in the composition of of the Company’s website www,goldencross.com.au.

  • its board, senior executive and workforce generally; and

  • (c) disclose in relation to each reporting period: The Company has not set measurable objectives to achieve gender diversity.

  • (1) the measurable objectives set for that period to achieve gender diversity; Whilst the Company has adopted a Diversity Policy and has disclosed in conjunction with the Annual Report the proportion of men and women on

  • (2) the entity's progress towards achieving those the board and in its executive team, measurable objectives have not yet objectives; and been set having regards to the current small size and stage of

The Company has not set measurable objectives to achieve gender diversity. Whilst the Company has adopted a Diversity Policy and has disclosed in conjunction with the Annual Report the proportion of men and women on the board and in its executive team, measurable objectives have not yet been set having regards to the current small size and stage of development of the Company.

  • (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.

Currently the Board is composed of 4 males, the Acting CEO is a male, and the Company Secretary is a female; all forming the senior executive team of the Company.

==> picture [327 x 35] intentionally omitted <==

The Company is not a “relevant employer” under the Workplace Gender Equality 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.

3

1.6 A listed entity should: No The Company has adopted a Performance Evaluation Policy but has not
yet performed formal evaluations.
(a)
have and disclose a process for periodically evaluating the
Discussions between the Chairman and individual Directors have been
performance of the board, its committees and individual

directors; and		 held informally. Formal evaluation process is intended in the future.
(b)
disclose for each reporting period whether a performance
The Performance Evaluation Policy is disclosed in the Corporate
evaluation has been undertaken in accordance with that
process during or in respect of that period. Governance
section
of
the
Company’s
website
www,goldencross.com.au.
1.7 A listed entity should: No The Company has adopted a Performance Evaluation Policy but has not
yet performed formal evaluations.
(a)
have and disclose a process for evaluating the performance
Formal evaluation process was not followed due to the small size of the
of its senior executives at least once every reporting period;
senior executives team but intended for future as the team size grows.
and
(b)
disclose for each reporting period whether a performance
evaluation was undertaken in accordance with that process
during or in respect of that period.

4

.

2. Structure the board to be effective and add value
2.1 The board of a listed entity should: No
The Board has not formed a separate Nomination Committee.
(a)
have a nomination committee which:
Nomination Committee is not set up having regards to the small size of
(1)
has at least three members, a majority of whom are		 the Company and the costs.
independent directors; and The Board periodically reviews the balance of skills, knowledge and

experience of its members having regards to the size and nature of
(2)
is chaired by an independent director,
operations, however there are no formal processes established for this
review due to the small size of the Company at this time. A Nomination
and disclose:
Committee will be considered as the Company’s operations grows and
develops.
(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 The Board periodically reviews whether it has the appropriate balance of

skills, knowledge, and experience suitable for a Company having regards
(b)
if it does not have a nomination committee, disclose that fact
to its type and size of operations.
and the processes it employs to address board succession
issues and to ensure that the board has the appropriate As the Company grows and develops, it will consider establishing a
balance of skills, knowledge, experience, independence and
Nomination Committee.
diversity to enable it to discharge its duties and
responsibilities effectively.
2.2 A listed entity should have and disclose a board skills matrix setting Yes The Board seeks a mix of skills suitable for a junior resources company.

out the mix of skills and diversity that the board currently has or is
Details regarding the skills and experience of each Director are included
looking to achieve in its membership.
in the Directors’ Report of the Company’s Annual Report.

5

2.3 A listed entity should disclose: Yes The Board has assessed the independence status of its Directors and The Board has assessed the independence status of its Directors and The Board has assessed the independence status of its Directors and The Board has assessed the independence status of its Directors and The Board has assessed the independence status of its Directors and The Board has assessed the independence status of its Directors and The Board has assessed the independence status of its Directors and
has determined the following:
(a)
the names of the directors considered by the board to be
Name Position Independent Length of
independent directors;
Service
Jordan G Li Executive Chairman No 2years
(b)
if a director has an interest, position, affiliation or relationship
Mark Moddejongen Non Executive Director Yes 1year
of the type described in Box 2.3 but the board is of the opinion
YuanhengWang Non Executive Director Yes 7years
that it does not compromise the independence of the director, LI Yan Non Executive Director No 1year
the nature of the interest, position or relationship in question
and an explanation of why the board is of that opinion; and
(c)
the length of service of each director.
2.4 A majority of the board of a listed entity should be independent No Half of the Board members are not independent
The Board consists of 4 Directors; two are independent; one is the
executive Chairman; and one is an associate of the controlling
shareholder. As the Company grows additional independent Directors
may be appointed.
directors.
2.5 The chair of the board of a lis ted entity should be an No The Chair was appointed as an executive during the year. Due to the
Company’s circumstances it appointed an Executive Chairman to closely
oversee the reinstatement of quotation of the Company on ASX. The
acting CEO of the Company is not a Board member.
independent director and, in particular, should not be the same
person as the CEO of the entity.
2.6 A listed entity should have a program for inducting new directors and Yes The Company does not have a formal induction program for new
directors but they are appropriately briefed on the Company’s status
and operations and they are usually appointed for their knowledge of
public company governance and/or the industry in which the Company
operates.
Directors are encouraged to attend conferences and seminars to
develop and maintain their skills and knowledge.
for 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.

6

3 Instill a culture of acting lawfully, ethically and responsibly
3.1 A listed entity should articulate and disclose its values. Yes The Board has established a Code of Conduct for its Directors,
executives, employees and consultants that articulates and discloses
its values.
The Code of Conduct is disclosed in the Corporate Governance section
of the Company’s website www.goldencross.com.au.
3.2 A listed entity should: Yes
(a)
have and disclose a code of conduct for its directors, senior
See item 3.1.
executives and employees; and
The Executive Chairman and the Company Secretary are nominated for
(b)
ensure that the board or a committee of the board is
this function.
informed of any material breaches of that code.
3.3 A listed entity should: Yes The Board has established a Whistle Blowing Policy, which is disclosed
in the Corporate Governance section of the Company’s website
www.goldencross.com.au.
(a)
have and disclose a whistleblower policy; and
(b)
ensure that the board or a committee of the board is informed
A Whistleblower Protection Officer is responsible to report incidents to
of any material incidents reported under that policy.
the Board.
3.4 A listed entity should: Yes The Board has established an Anti-Bribery and Corruption Policy which
is disclosed in the Corporate Governance section of the Company’s
website www.goldencross.com.au.
(a)
have and disclose an anti-bribery and corruption policy; and
An Anti-Bribery Officer is responsible to report breaches to the Board.
(b)
ensure that the board or a committee of the board is
informed of any material breaches of that policy.
4 Safeguard the integrity of corporate reports
4.1 The board of a listed entity should: No An audit committee is not established.
The size and composition of the Board does not allow it to establish an
(a)
have an audit committee which:
Audit Committee consisting of members as recommended. The
(1)
has at least three members, all of whom are non-		 Company intends to establish formal processes to safeguard its
executive directors and a majority of whom are corporate reporting once its operations grow to a size where that, or
establishment of an audit committee, becomes practicable. The Board

routinelyreviews its corporate reportingbefore it is released and

~~7~~

obtains external advice where necessary. The cost of appointing additional independent Directors is not practical for the Company at this time.

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.

The Board carries out the duties and responsibilities usually undertaken by an Audit Committee

8

  • 4.2 The board of a listed entity should, before it approves the entity’s Yes 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.

In respect to full year and half year financials reports, the Board has obtained a written declaration from the CEO (or equivalent) and CFO (or equivalent) that:

  • (i) in their opinion, the financial records of the Company have been properly maintained and 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

  • (ii) the opinion is formed on the basis of a sound system of risk management and internal control and that system is operating effectively in all material respects in relation to financial reporting and material business risks.

9

4.3 A listed entity should disclose its process to verify the integrity of any Yes All periodic reports released to the market are reviewed by the Acting
periodic corporate report it releases to the market that is not audited CEO and where applicable by the accounting service providers and are
or reviewed by an external auditor subject to final review by the Executive Chairman and a Non-Executive
Director. Price sensitive reports are released with approval of the Board.
5 Make timely and balanced disclosure
5.1 A listed entity should have and disclose a written policy for complying Yes The Company has adopted a Continuous Disclosure Policy which sets
out the processes and practices that ensure its compliance with the
with its continuous disclosure obligations under listing rule 3.1.
continuous disclosure requirements under applicable Listing Rules and
the Corporations Act.
The Continuous Disclosure Policy is disclosed in the Corporate
Governance
section
of
the
Company’s
website
www.goldencross.com.au
5.2 A listed entity should ensure that its board receives copies of all Yes The Company Secretary ensures this compliance.
material market announcements promptly after they have been
made.
5.3 A listed entity that gives a new and substantive investor or analyst Yes The Company Secretary ensures this compliance.
presentation should release a copy of the presentation materials on
the ASX Market Announcements Platform ahead of the presentation.

10

6 Respect the rights of security holders
6.1 A listed entity should provide information about itself and Yes The Company keeps the investors informed of its corporate governance,
financial performance and prospects via its website.
its governance to investors 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
www.goldencross.com.au.
6.2 A listed entity should have an investor relations program that Yes The Company conducts periodic investor briefings, roadshows, site
visits and attends regional and industry specific conferences in order to
facilitates effective two-way communication with investors.
facilitate effective two way communication with investors and other
financial market participants. Access to Directors and senior executives
is provided at these events with separate one-on-one or group meetings
offered whenever possible.
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 Program to
maintain its culture of disclosure to keep the shareholders and the
relevant markets informed of all major developments affecting the
Company.
The Shareholder Communication Program is disclosed on the Company’s
website www.goldencross.com.au.
6.3 A listed entity should disclose how it facilitates and encourages Yes The Board encourages participation of Shareholders at its meetings and
Shareholders are provided with all notices of meeting prior to meetings.
participation at meetings of security holders.
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

11

6.4. A listed entity should ensure that all substantive resolutions at a Yes All substantive resolutions at a meeting are decided by a poll even after

meeting of security holders are decided by a poll rather than by a
a show of hands has been called.
show of hands.
6.5 A listed entity should give security holders the option to receive Yes The
Company
welcomes
electronic
communications
from
its
Shareholders via the Contacts page on the Company’s website.
communications from, and send communications to, the entity and
its security registry electronically.
The Company’s share registry also engages with Shareholders
electronically and makes available a range of relevant forms on its
website
and
provides
Shareholders
with
options
to
receive
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.
7 Recognise and manage risk
7.1 The board of a listed entity should: No A risk committee is not established.
The Board has not formed a separate risk committee having regards to
costs, the small size and the scale of its operation. The Board has
adopted a Risk Management Policy, and the Board as a whole performs
the function of a risk committee. The Board will reconsider this process
as the Company’s circumstances change.

12

  • The Risk Management Policy is disclosed in the Corporate Governance

  • (a) have a committee or committees to oversee risk, each of section of the Company’s website www.goldencross.com.au.

  • 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. On at least an annual basis, the Board reviews its material risks and

  • 7.2 The board or a committee of the board should: Yes how its material business risks are being managed.

  • (a) review the entity’s risk management framework at least

13

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		 The Board has reviewed its risks management at the time of approval of
review has taken place. the Annual Report.
7.3 A listed entity should disclose: No An internal audit function is not set up.
The Board has not established an internal audit function at this time
(a)
if it has an internal audit function, how the function is
having regards to the costs of engaging additional personnel. The Board
structured and what role it performs; or
as a whole oversees the effectiveness of risk management and internal
control processes.
(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.
7.4 A listed entity should disclose whether it has any material exposure to Yes The Company engaging in exploration for resources is exposed to
environmental and social risks usually associated with the minerals
environmental or social risks and, if it does, how it manages or
industry. The Board identifies and manages material exposures to
intends to manage those risks.
environmental and social sustainability risks. Where required specialist
service providers are engaged to assist the Board to discharge of its
responsibilities.

14

8 Remunerate fairly and responsibly
8.1 The board of a listed entity should: No The Remuneration Committee comprise one independent director (one

is the Chair) and the Executive Chairman.
(a)
have a remuneration committee which:
The Remuneration Committee Charter is disclosed on the Company’s
(1)
has at least three members, a majority of whom are
website www.goldencross.com.au.
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 remuneration committee, disclose that
fact and the processes it employs for setting the level and
composition of remuneration for directors and senior
executives and ensuring that such remuneration is
appropriate and not excessive.
8.2 A listed entity should separately disclose its policies and practices Yes The Company seeks to attract and retain Directors and Executives with
appropriate skills, qualifications and experience to add value to the
regarding the remuneration of non-executive directors and the
Company and fulfil the roles and responsibilities required. It reviews
remuneration of executive directors and other senior executives.
requirements of additional capabilities at least annually.
Directors Remuneration are paid in fixed fee for their services in
accordance with the Company’s Constitution. Fees paid are composite
fee (covering all Board and Committee responsibilities) and any Statutory
contributions by the Company to a fund for the purposes of
superannuation benefits for a Director. No other retirement benefits
schemes are currently in place.
Further details regarding the remuneration of the Executives and Non-
Executive Directors are set in the Remuneration Report within the Annual
Report.

The Company seeks to attract and retain Directors and Executives with appropriate skills, qualifications and experience to add value to the Company and fulfil the roles and responsibilities required. It reviews requirements of additional capabilities at least annually.

Further details regarding the remuneration of the Executives and NonExecutive Directors are set in the Remuneration Report within the Annual Report.

~~15~~

83 A listed entity which has an equity-based remuneration scheme Yes The Company does not have an equity-based remuneration scheme.
. should:
(a)
have a policy on whether participants are permitted to enter		 The Company’s Share Trading Policy prohibits Directors and personnel
from undertaking hedging or other strategies that could limit the


into transactions (whether through the use of derivatives or		 economic risk associated with Company Securities .

otherwise) which limit the economic risk of participating in the

scheme; and		 The Share Trading Policy can be viewed on the Company’s website.
(b)
disclose that policy or a summary of it.
9 Additional recommendations that apply only in certain cases
9.1. A listed entity with a director who does not speak the language in Not applicable for any director.
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.
9.2 A listed entity established outside Australia should ensure that Not applicable for the Company
meetings of security holders are held at a reasonable place and time.
9.3 A listed entity established outside Australia, and an externally Not applicable for the Company
managed listed entity that has an AGM, should ensure that its
external auditor attends its AGM and is available to answer questions
from security holders relevant to the audit.

16

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