The Board of Directors (the “Board“) has adopted the best practice recommendations as outlined by the ASX Corporate Governance Council to the extent that it is deemed appropriate considering the current size and operations of the Company. The following has been approved by the Board of Directors.

Roles and responsibilities of the Board and management

The Board acts on behalf of and is accountable to the shareholders.  It seeks to identify the expectations of the shareholders as well as other regulatory and ethical obligations and strives to meet those expectations. In addition to this the Board is responsible for identifying areas of significant business risk and ensuring arrangements are in place to adequately manage those risks.

The role of the Board is to oversee and guide the management of the Company with the aim of protecting and enhancing the interests of its shareholders and taking into account the interests of other stakeholders including employees and the wider community.

The Board has established a relationship between the Board and management.  The Board is responsible for setting the strategic direction of the Company, establishing goals for management and monitoring the achievement of those goals. The Board has delegated certain management powers to the Managing Director for the day-to-day management of the Company and its operations.  The Company Secretary is accountable and reports directly to the Board on all matters to do with the proper functioning of the Board.

Appointment of Directors and Company Secretary

The Company undertakes comprehensive reference checks prior to appointing a Director or putting that person forward as a candidate to ensure that person is competent, experienced and would not be impaired in any way from undertaking the duties of Director. An election of Directors is held each year; a Director that has been appointed during the year must stand for election at the next annual general meeting. Directors are appointed for a maximum term of three years and retiring Directors are not automatically re-appointed. The Company provides shareholders in the notice of annual general meeting relevant information for their consideration about the attributes of candidates together with whether the Board supports the appointment or re-election of that Director.

The terms of appointment of a Non-executive Director are set out in writing and cover matters such as appointment length, envisaged time commitment, required committee work and other special duties.  Requirements to disclose their relevant interests which may affect independence, corporate policies and procedures, indemnities, and remuneration entitlements are also set out in writing. Executive directors and senior executives are issued with service contracts which detail the above matters as well as the person or body to whom they report, the circumstances in which their service may be terminated (with or without notice), and any entitlements upon termination.

Diversity Policy

Company and all its related bodies corporate have established a Diversity Policy. While the Company has adopted a diversity policy, the Board do not consider it appropriate to set measurable objectives at this stage of the Company’s development. The Board will continue to review the development of the Company and will adopt measurable objectives at a more appropriate time.

A copy of the Company’s policy can be downloaded via the following link:

Diversity Policy

Evaluation of Directors and Executives

Due to the size of the Board and the stage of the Company’s development, the Board does not consider it is necessary to have formal performance reviews for each Director or senior executives. The Board has however adopted an on-going self-evaluation process to measure its own performance and the performance of individual Directors and senior executives; this currently meets the Board’s obligations sufficiently.

Skills Matrix

Due to the size of the Board and the stage of the Company’s development, the board does not consider it is necessary to have a formal skills matrix but does endeavour to continues to look for a mix in skills and diversity in its Board as per the ASX Corporate Governance principles and recommendations.

Independent Directors and Chairman

The Company’s policy is that the majority of Directors shall be independent, Non-Executive Directors and that the Chairman shall also be independent. Consistent with the size of the Company and its activities, the Board currently comprises of three Directors, and the Chairman is considered independent. However, due to the size of the Company’s board and the stage of the Company’s development, the board does not consider it can justify the appointment of more independent Non-Executive Directors.

Director Induction

Due to the size of the Board and the stage of the Company’s development, the board does not consider it is necessary to have a formal induction process but endeavours to ensure that Directors are fully supported and provided with opportunities for professional development to develop and maintain the skills and knowledge needed to perform their role as Directors effectively.

Independent Professional Advice

To assist Directors with independent judgement, it is the Board’s policy that if a Director considers it necessary to obtain independent professional advice to properly discharge the responsibility of their office as a Director then, provided the Director first obtains approval for incurring such expense from the Chair, the Company will pay the reasonable expenses associated with obtaining such advice.

 

Code of Conduct

At this time the Company has not established a formal code of conduct. The Board considers that its business practices, as determined by the Board and key executives, are the equivalent of a code of conduct.

Audit Committee / Nomination Committee

The Board considers that the Company is not currently of a size, or its affairs of such complexity, that the formation of separate or special committees is justified at this time. The board as a whole is able to address the governance aspects of the full scope of the Company’s activities and ensure that it adheres to appropriate ethical standards. The board as a whole considers those matters that would usually be the responsibility of an audit committee and a nomination committee. The Board considers that, at this stage, no efficiencies or other benefits would be gained by establishing a separate audit committee or a separate nomination committee.

Disclosure Requirements

The Company has not established written policies and procedures designed to ensure compliance with ASX Listing Rule disclosure requirements and accountability for compliance. The Directors have a long history of involvement with public listed companies and through the support of professional staff, are kept familiar with the disclosure requirements of the ASX listing rules. The Company has in place informal procedures that it believes are sufficient for ensuring compliance with ASX Listing Rule disclosure requirements and accountability for compliance. The Board has nominated the Chief Executive Officer and the Company Secretary as being responsible for all matters relating to disclosure.

Investor Relations

While the Company has not established a formal investor relations strategy, it actively communicates with investors in order to identify their expectations and actively promotes investor involvement in the Company. Investors with internet access are encouraged to provide their email addresses in order to receive electronic copies of information distributed by the Company. Alternatively, hard copies of information distributed by the Company are available on request.

Risk Management

The Board does not currently have formal procedures in place but is aware of the various risks that affect the Company and its particular business. Currently the Company has an informal risk oversight and management policy and internal compliance and control system. As the Company develops, the Board will develop appropriate procedures to deal with risk oversight and management and internal compliance, taking into account the size of the Company and the stage of development of its projects.

Remuneration Policy

The Company does not have a formal remuneration committee nor remuneration policy however the current remuneration of the Directors is disclosed in the Annual Report. Non-executive Directors receive a fixed fee for their services. Subject to shareholder approval, the issue of options or shares to non-executive Directors may be an appropriate method of providing sufficient incentive and reward while maintaining cash reserves.

Due to the Company’s early stage of development and small size, it does not consider that a separate remuneration committee would add any efficiency to the process of determining the levels of remuneration for the Directors and key executives. The Board believes it is more appropriate to set aside time at specified Board meetings each year to specifically address matters that would ordinarily fall to a remuneration committee. In addition, all matters of remuneration will continue to be in accordance with regulatory requirements, especially in respect of related party transactions, and none of the Directors will participate in any deliberations regarding their own remuneration or related issues.

Securities Trading Policy

The Company adopted a Securities Trading Policy in December 2010. The policy summarises the law relating to insider trading and sets out the Company’s policy on Directors, officers, employees and consultants of the Group dealing in securities of the Company.

The policy is provided to all Directors and employees of the Company and compliance is reviewed on an ongoing basis in accordance with the Company’s risk management systems.

A copy of the Company’s policy can be downloaded via the following link:

Securities Trading Policy

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Postal Address

PO Box 8136
Subiaco East WA 6008
Australia

South African Office

The Place, Level 1
1 Sandton Drive
Sandton 2196
South Africa

Tel: +27 10 594 2240
Fax: +27 10 594 2253

Registered Office Perth

Level 2
1 Walker Avenue
West Perth WA 6005
Australia

Tel: +61 8 9485 0888
Fax: +61 8 9485 0077

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