Overview

Magnetite Mines Limited is a mineral exploration company exploring for magnetite – iron ore in South Australia.

Our main focus is the Razorback Iron Project, a very large magnetite province located 240km NNE of Adelaide, South Australia – 100% owned and operated by Magnetite Mines Limited. The project has a JORC 2012 compliant resource of over 2.7 Billion tonnes (Indicated and Inferred) at the Razorback Ridge Deposit (Razorback) with an additional 1.2 Billion tonnes (Inferred) in the nearby Ironback Hill deposit for a total of 3.9Bt (Indicated and Inferred)¹. The Razorback Iron project occurs in an infrastructure rich area that has access to nearby existing open user rail, port, power, gas, heavy engineering and dormitory towns

Strategy

Magnetite Mines Limited is funded by its shareholders and asset sales. The company’s strategy is to pursue mineral commodities, in particular Iron Ore, that it believes can return shareholder value through development into a mining operation. Where project development post exploration is not deemed viable under the company’s criteria, the project is sold to enable the company to focus on those that are likely to succeed.

Business Objectives

With the finalisation of resource definition and Pre-feasibility Study, Magnetite Mines Limited objective is to now find a strategic, financing partner to develop it into a magnetite concentrate producer. This will be done by offering direct ownership in the project through funding of the Feasibility Study and committing to debt funding for project construction. Iron ore pricing and, more significantly, views on economic growth and therefore iron ore demand, will impact on Magnetite Mines Limited ability to secure that partner.

Magnetite Mines will continue to pursue other opportunities, including additional magnetite prospects in the Braemar Iron Province and surrounding areas.

Over the next year, Magnetite Mines expects to focus principally on the promotion and financing of the Razorback Iron Project while optimising and progressing low-cost metallurgical and exploration studies.

• 1. See ASX Announcements on 12/11/18 & 20/11/18.

Board Charter

• Role and responsibilities of the Board
  The role of the Board is to provide leadership for, and supervision of, the Company’s management. The Board sets the strategic objectives of the Company, and regularly measures the progression by management of those strategic objectives.
  The Board is responsible for:
  • • appointing the chair and, if the Company has one, the deputy chair and/or senior independent director;
    • appointing the chief executive officer, or equivalent, for a period and on terms as the directors see fit and, where appropriate, replacing the chief executive officer, or equivalent;
    • approving the appointment and, where appropriate, the removal of other senior executives;
    • formally resolving to appoint and, where appropriate, to remove the company secretary;
    • overseeing management’s implementation of the Company’s strategic objectives and its performance generally;
    • approving budgets and major capital expenditure;
    • monitoring the financial performance of the Company and overseeing the integrity of the Company’s accounting and corporate reporting systems, including the external audit;
    • overseeing the Company’s process for making timely and balanced disclosure of all material information concerning the Company that a reasonable person would expect to have a material effect on the price or value of the Company’s securities;
    • approving the Company’s remuneration framework;
    • monitoring the effectiveness of the Company’s governance practices;
    • ensuring the Company’s Policy and Procedure for Selection and (Re)appointment of Directors is reviewed in accordance with the Company’s Nomination Committee Charter;
    • if considered appropriate, establishing measurable objectives for achieving gender diversity in accordance with the Company’s Diversity Policy, and annually reviewing those objectives and the Company’s progress towards achieving them;
    • ensuring that the Company has in place an appropriate risk management framework and setting the risk appetite within which the Board expects management to operate;
    • approving the Company’s policies on risk management, internal compliance and control, Code of Conduct and legal compliance;
    • assessing the effectiveness of management’s implementation of the Company’s risk management framework including the making of additional enquiries and to request assurances regarding the management of material business risk, as appropriate;
    • providing overall corporate governance of the Company, including conducting regular reviews of the division of functions between the Board and management to ensure that it continues to be appropriate to the needs of the Company;
    • appointing the external auditor (where applicable, based on recommendations of the Audit Committee) and the appointment of a new external auditor when any vacancy arises, provided that any appointment made by the Board must be ratified by shareholders at the next annual general meeting of the Company;
    • engaging with the Company’s external auditors and the Audit Committee (where there is a separate Audit Committee);
    • monitoring compliance with all of the Company’s legal obligations, such as those obligations relating to the environment, native title, cultural heritage and occupational health and safety; and
    • making regular assessment of whether each non-executive director is independent in accordance with the Company’s Policy on Assessing the Independence of Directors.
• Role and responsibilities of management
  Management refers to the senior management team as distinct from the Board, comprising the Company’s senior executives, being those who have the opportunity to materially influence the integrity, strategy and operation of the Company and its financial performance.
  Management’s role is to support the Chief Executive Officer and assist the Chief Executive Officer implement the strategic objectives set by the Board and the day-to-day running of the Company, in accordance with the delegated authority of the Board.Management is responsible for:
  • • implementing the strategic objectives and operating within the risk appetite set by the Board;
    • all other aspects of the day-to-day running of the Company provided those matters do not exceed the Materiality Threshold as defined in section 3 or are not otherwise within the delegated authority of management as set out in the Company’s Authority Matrix as amended from time to time; and;
    • providing the Board with accurate, timely and clear information to enable the Board to perform its responsibilities. Senior executives are responsible for reporting all matters which fall within the Materiality Threshold or are not otherwise within the delegated authority of management as set out in the Company’s Authority Matrix as amended from time to time at first instance to the Chief Executive Officer or, if the matter concerns the Chief Executive Officer, then directly to the Chair or the senior independent director, as appropriate.
• Materiality Threshold
  The Board has agreed on the following guidelines for assessing the materiality of matters:
  • • Materiality – Quantitative
      Balance sheet items
      Balance sheet items are material if they have a value of more than 10% of pro-forma net asset.
      Profit and loss items
      Profit and loss items are material if they will have an impact on the current year operating result of 10% or more.
    • Materiality – Qualitative
      Items are also material if:
      • • they impact on the reputation of the Company;
        • they involve a breach of legislation or may potentially breach legislation;
        • they are outside the ordinary course of business;
        • they could affect the Company’s rights to its assets;
        • accumulated, they would trigger the quantitative tests;
        • they involve a contingent liability that would have a probable effect of 10% or more on balance sheet or profit and loss items; or
        • they will have an effect on operations which is likely to result in an increase or decrease in net income or dividend distribution of more than 10%.
    • Material Contracts
      Contracts will be considered material if:
      • • Materiality – Quantitative
          Balance sheet items
          Balance sheet items are material if they have a value of more than 10% of pro-forma net asset.
          Profit and loss items
          Profit and loss items are material if they will have an impact on the current year operating result of 10% or more.
        • Materiality – Qualitative
          Items are also material if:
          • • they are outside the ordinary course of business;
            • they contain exceptionally onerous provisions in the opinion of the Board;
            • they impact on income or distribution in excess of the quantitative tests;
            • any default, should it occur, may trigger any of the quantitative or qualitative tests;
            • they are essential to the activities of the Company and cannot be replaced, or cannot be replaced without an increase in cost of such a quantum, triggering any of the quantitative tests;
            • they contain or trigger change of control provisions;
            • they are between or for the benefit of related parties; or
            • they otherwise trigger the quantitative tests.

    Any matter which falls within the above guidelines is a matter which falls within the materiality threshold (Materiality Threshold).

• Responsibilities of the Chair
  The Chair is responsible for leading the Board, facilitating the effective contribution of all directors and promoting constructive and respectful relations between directors and between the Board and management. The Chair is also responsible for setting the Board’s agenda and ensuring that adequate time is available for discussion of all agenda items, in particular strategic issues.The Chair is also responsible for shareholder communication (subject to the role of the Responsible Officer as set out in the Compliance Procedures) and arranging Board, individual director and Board committee (where applicable) performance evaluation.Any other position which the Chair may hold either inside or outside the Company should not hinder the effective performance of the Chair in carrying out their role as Chair of the Company.
• Responsibilities of the senior independent director
  Where the Chair is not an independent director, a senior independent director will be appointed. The senior independent director will take over the role of the Chair whenever the Chair is conflicted and will assist the Board in reviewing the performance of the Chair and will provide a separate channel of communication for security holders (especially where those communications concern the Chair).
• Responsibilities of the Chief Executive Officer
  The Chief Executive Officer is responsible for the day-to-day running of the Company under delegated authority from the Board.The Chief Executive Officer is responsible for implementing the strategic objectives, and operating within the risk appetite, set by the Board. In carrying out their responsibilities the Chief Executive Officer must report to the Board in a timely manner on those matters included in the Company’s risk profile, all relevant operational matters and any other matter that is likely to fall within the Materiality Threshold or is not otherwise within the delegated authority of the Chief Executive Officer as set out in the Company’s Authority Matrix from time to time.All reports to the Board must present a true and fair view of the Company’s financial condition and operational results.The Chief Executive Officer is also responsible for appointing and, where appropriate, removing senior executives, including the chief financial officer and the company secretary, with the approval of the Board. The Company should have a written agreement with each senior executive setting out the terms of their appointment. The Chief Executive Officer is responsible for evaluating the performance of senior executives.
• Non-executive and/or independent directors
  The Board assesses whether each of the non-executive directors of the Company is independent on a regular basis(and at least annually at or around the time that the full Board in its capacity as the Nomination Committee considers candidates for election or re-election to the Board) in accordance with its Policy on Assessing the Independence of Directors. The Board recognises the importance of the appropriate balance between independent and non-independent representation on the Board.The independent directors may meet without other directors present, if appropriate.The non-executive directors may meet without executive directors or other senior executives present at times scheduled from time to time. Such meetings may be facilitated by the Chair or the senior independent director, as appropriate.
• Responsibilities of directors and officers
  Individual directors should devote the necessary time to the tasks entrusted to them. All directors should consider the number and nature of their directorships and calls on their time from other commitments.Directors and officers of the Company should be aware of their legal obligations, some of which are set out in A Guide to Directors’ Duties.Directors are encouraged to request information from management where they consider such information necessary to make informed decisions.
• Policy on independent professional advice
  The Board acknowledges the need for independent judgement on all Board decisions, irrespective of each individual director’s independence.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.Where it is the Chair who is seeking the independent professional advice, the role of the Chair to consider and provide approval as set out above should be carried out by the Chair of the Audit Committee.
• Company Secretary
  The Company Secretary’s role is to support the effectiveness of the Board and its committees. Each director should be able to communicate directly with the Company Secretary and vice versa. The responsibilities of the Company Secretary include:
  • • advising the Board and its committees on governance matters;
    • monitoring that Board and committee policy and procedures are followed;
    • coordinating 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.
• Review of Charter
  The Board will review this Board Charter at least annually, and update it as required.

Composition of the Audit Committee

The Audit Committee shall be structured so that it has at least two members, at least one of whom is an independent non-executive director. The Chair of the Audit Committee must be independent and not also Chair of the Board.

All members of the Audit Committee must be financially literate (that is, be able to read and understand financial statements); at least one member must have relevant qualifications and experience (that is, should be a qualified accountant or other finance professional with experience of financial and accounting matters); and some members should have an understanding of the industry in which the Company operates.

From time to time, non Audit Committee members may be invited to attend meetings of the Audit Committee, if it is considered appropriate.

• Role of the Audit Committee
  The role of the Audit Committee is to review and make recommendations to the Board in relation to:
  • • the adequacy of the Company’s corporate reporting processes;
    • whether the Company’s financial statements reflect the understanding of the  Audit Committee members of, and otherwise provide a true and fair view of, the financial position and performance of the Company;
    • the appropriateness of the accounting judgments or choices exercised by management in preparing the Company’s financial statements;
    • the appointment or removal of the external auditor, the rotation of the audit engagement partner, the scope and adequacy of the external audit, the independence and performance of the external auditor and any proposal for the external auditor to provide non-audit services and whether it might compromise the independence of the external auditor;
    • the Company’s internal financial control system and, unless expressly addressed by a separate risk committee or by the Board itself, oversee the Company’s risk management framework;
    • compliance with the Company’s Code of Conduct and Whistleblower Policy;
    • if the Company has an internal audit function:
      • • the appointment or removal of the head of internal audit;
        • the scope and adequacy of the internal audit work plan;
        • the objectivity and performance of the internal audit function; and
    • perform such other functions as assigned by law, the Company’s Constitution or the Board. Ultimate responsibility for a Company’s financial statements rests with the full Board.
• Operations
  The Audit Committee meets at least twice per year, with further meetings on an as required basis. Minutes of all meetings of the Audit Committee must be kept.  A report of actions taken by the Audit Committee is given by the Chair of the Audit Committee at each subsequent meeting of the full Board, and once finalised the minutes are available for Board review. Audit Committee meetings will be governed by the same rules, as set out in the Company’s Constitution as they apply to the meetings of the Board.
• Responsibilities
  Annual responsibilities of the Audit Committee are as set out in the Audit Committee Charter – annual action points (attached).
• Authority and Resources
  The Company is to provide the Audit Committee with sufficient resources to undertake its duties, including provision of educational information on accounting policies and other financial topics relevant to the Company, and such other relevant materials requested by the Audit Committee.The Audit Committee has rights of access to management and has the authority to seek explanations and additional information from the Company’s external auditors, without management present, when required.The Audit Committee has the power to conduct or authorise investigations into any matters within the Audit Committee’s scope of responsibilities. The Audit Committee has the authority, as it deems necessary or appropriate, to retain independent legal, accounting or other advisors.
• Reporting to the Board and Shareholders
  The Audit Committee is to report to the Board, at least twice, on the following matters:
  • • • assessment of whether external reporting is consistent with Audit Committee members’ information and knowledge and is adequate for shareholder needs;
      • assessment of the management processes supporting external reporting;
      • recommendations for amending the Company’s Procedure for the Selection, Appointment and Rotation of the External Auditor;
      • recommendations for the appointment or, if necessary, the removal of the external auditor;
      • assessment of the performance and independence of the external auditors. Where the external auditor provides non-audit services, the report should state whether the Audit Committee is satisfied that provision of those services has not compromised the auditor’s independence; and
      • assessment of the performance and objectivity of the internal audit function (if any);
      • the results of the Audit Committee’s review of the Company’s risk management framework and internal control systems;
      • the results of the Audit Committee’s review of this Audit Committee Charter; and
      • comment on the Audit Committee’s operation and composition.

    The Chair of the Audit Committee, if appointed, is to be present at the annual general meeting to answer questions, through the Chair of the Board.

• Review of Charter
  The Audit Committee will review this Audit Committee Charter at least annually, and update it as required.

Composition of the Nomination Committee

The full Board performs the function of a Nomination Committee.

From time to time, non Board members may be invited to attend Board meetings  when nomination matters are being discussed, if it is considered appropriate.

• Role
  The Board’s function as a Nomination Committee is to examine the selection and appointment practices of the Company, address Board succession issues and ensure that the Board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge it duties and responsibilities effectively.
• Operations
  The full Board shall meet in its capacity as a Nomination Committee at least once a year and otherwise as required. Minutes of such meetings must be kept, and the meetings are to be governed by the same rules as set out in the Company’s Constitution, as they apply to meetings of the Board.
• Responsibilities
  • • Size and Composition of the Board
      • To ensure that the Board has the appropriate blend of directors with the necessary expertise and relevant industry experience, the Committee shall:
      • regularly review the size and composition of the Board and consider any appropriate changes;
      • identify and assess necessary and desirable director skills and competencies using a Board skills matrix (a template matrix is included in this Manual) and provide advice on the skills and competency levels of directors with a view to enhancing the Board, including considering what training or development could be undertaken to fill any gaps identified;
      • make recommendations on the appointment and removal of directors;
      • make recommendations on whether any directors whose term of office is due to expire should be nominated for re-election;
      • regularly review the time required from non-executive directors and whether non-executive directors are meeting that requirement.
      • develop and approve the board skills matrix setting out the mix of skills and diversity that the Board currently has or is looking to achieve in its membership for inclusion in the Company’s corporate governance statement;
      • review the Company’s Diversity Policy at least annually and make decisions as to any strategies required to address Board diversity; and
      • regularly review and consider and note at least annually on the relative proportion of women and men at all levels of the economic group controlled by the Company.
    • Selection Process of new Directors
      • The Board shall review the Company’s Policy and Procedure for Selection and (Re)Appointment of Directors, and carry out its role in the process as outlined in that policy.  The procedure should be transparent to promote investor understanding and confidence in the process.
      • The Board is responsible for evaluating the balance of skills, knowledge, experience, independence and diversity on the Board and, in the light of this evaluation, preparing a description of the role and capabilities required for a particular appointment.
      • The Board is empowered to engage external consultants in its search for a new director, particularly as a means to increase the presentation of candidates which meet the requirements and objectives set pursuant to the Company’s Diversity Policy.
    • Performance evaluation
      The Board shall:
      • develop a process for evaluation of the performance of the Board, Board committees (if any) and individual Board members in accordance with the Company’s Process for Performance Evaluations;
      • consider and articulate the time required by Board members in discharging their duties efficiently;
      • undertake continual assessment of directors as to whether they have devoted sufficient time in fulfilling their duties as directors; and
      • develop a process for and carry out an evaluation of the performance of the Chief Executive Officer in accordance with the Company’s Process for Performance Evaluations.
    • Induction and continuing professional development
      The Board shall:
      • implement ways of enhancing the competency levels of directors;
      • review and implement the Company’s Induction Program;
      • ensure new directors participate in the Induction Program;
      • ensure that any director who does not have specialist accounting skills or knowledge has a sufficient understanding of accounting matters to fulfil his or her responsibilities in relation to the Company’s financial statements;
      • provide all directors with access to ongoing education relevant to their position in the Company, including education concerning key developments in the Company and in the industry and environment within which it operates; and
      • ensure that directors receive ongoing education on developments in accounting standards.
    • Succession Plans
      The Board shall review the Company’s succession plans. Succession plans are used to assist in maintaining the appropriate mix of skills, knowledge, experience, independence and diversity on the Board to enable it to discharge its duties and responsibilities effectively.
• Authority and Resources
  The Board may, when it considers it necessary or appropriate, seek advice from external consultants or specialists.
• Review of Charter
  The Board will review this Nomination Committee Charter at least annually, and update it as required.

Composition of the Remuneration Committee

The Remuneration Committee shall be structured so that it has at least two members, at least one of whom is an independent non-executive director and it is chaired by an independent Director.

Where the Remuneration Committee includes an executive director, they must not be involved in deciding their own remuneration and must be alive to the potential conflict of interest in being involved in setting the remuneration for other executives that may indirectly affect their own (eg. through setting a benchmark or because of relativities).

From time to time, non Remuneration Committee members may be invited to attend meetings of the Remuneration Committee, if it is considered appropriate.

• Role
  The function of the Remuneration Committee is to assist the Board in fulfilling its corporate governance responsibilities with respect to remuneration by reviewing and making appropriate recommendations to the Board on:
  • • the Company’s remuneration framework for directors;
    • remuneration packages for senior executives;
    • incentive and equity-based remuneration plans for senior executives and other employees, including the appropriateness of performance hurdles and total payments proposed to be made to senior executives;
    • superannuation arrangements; and
    • remuneration by gender.
• Operations
  The Remuneration Committee shall meet at least once a year and otherwise as required. Minutes of all meetings of the Remuneration Committee must be kept. A report of actions taken by the Remuneration Committee also given by the Chair of the Remuneration Committee at each subsequent meeting of the full Board and once finalised, the minutes are available for Board review. Remuneration Committee meetings will be governed by the same rules as set out in the Company’s Constitution, as they apply to meetings of the Board.
• Responsibilities
  The responsibilities of the Remuneration Committee include a review of and recommendation to the Board on:
  • • the Company’s Remuneration Policy;
    • senior executives’ remuneration and incentives;
    • the remuneration framework for directors, including the process by which any pool of directors’ fees approved by shareholders is allocated to directors;
    • superannuation arrangements for directors, senior executives and other employees;
    • termination payments;
    • remuneration related reporting requirements, including disclosing a summary of the Company’s policies and practices regarding the deferral of performance-based remuneration and the reduction, cancellation or clawback of performance-based remuneration in the event of serious misconduct or a material misstatement in the Company’s financial statements; and
    • whether there is any gender or other inappropriate bias in remuneration for directors, senior executives or other employees.

  Executive Remuneration
  In formulating the Company’s Remuneration Policy and levels of remuneration for executives, the Remuneration Committee makes recommendations to balance:

  • • its desire to attract, retain and motivate executive directors and senior executives;
    • the need to ensure that the incentives for executive directors and other senior executives encourage them to pursue the growth and success of the Company (both in the short term and over the longer term) without taking undue risks;
    • the need to demonstrate a clear correlation between executive directors and other senior executives’ performance and remuneration and how it is aligned to the creation of value for shareholders; and
    • its commercial interest in not paying excessive remuneration.

  The Remuneration Committee refers to the following guidelines for executive remuneration extracted from the Principles and Recommendations in formulating its executive remuneration policies and practices:

  Guidelines for Executive Remuneration

  • • Composition:
      remuneration packages for executive directors and other senior executives should include an appropriate balance of fixed remuneration and performance-based remuneration.
    • Fixed remuneration:
      should be reasonable and fair; taking into account the Company’s obligations at law and labour market conditions, and should be relative to the scale of the Company’s business. It should reflect core performance requirements and expectations.
    • Performance-based remuneration:
      should be linked to clearly specified performance targets. These targets should be aligned to the Company’s short and long-term performance objectives and should be appropriate to its circumstances, goals and risk appetite.
    • Equity-based remuneration:
      well-designed equity based remuneration, including options or performance rights, can be an effective form of remuneration, especially when linked to hurdles that are aligned to the Company’s longer-term performance objectives. Care needs to be taken in the design of equity-based remuneration schemes, however, to ensure that they do not lead to “short termism” on the part of senior executives or the taking of undue risks.
    • Termination payments:
      termination payment, if any, for senior executives, should be agreed in advance and the agreement should clearly address what will happen in the case of early termination. There should be no payment for removal for misconduct.

  To the extent that the Company adopts an approach to executive remuneration that is not in accordance with the guidelines outlined above, the Remuneration Committee shall document its reasons for the purpose of disclosure to stakeholders.

  Non-Executive Remuneration
  In considering the Company’s Remuneration Policy and levels of remuneration for non-executive directors, the Remuneration Committee is to ensure that:

  • • fees paid to non-executive directors are within the aggregate amount approved by shareholders and make recommendations to the Board with respect to the need for increases to this aggregate amount at the Company’s annual general meeting;
    • non-executive directors are remunerated by way of fees (in the form of cash and superannuation benefits);
    • non-executive directors are not provided with retirement benefits other than statutory superannuation entitlements; and
    • non-executive directors are not entitled to participate in equity-based remuneration schemes designed for executives without due consideration and appropriate disclosure to the Company’s shareholders, and any incentives must not conflict with the non-executive director’s obligation to bring an independent judgment to matters before the Board.

  The Remuneration Committee refers to the following guidelines for non-executive director remuneration extracted from the Principles and Recommendations in formulating its non-executive director remuneration policies and practices:

  Guidelines for Non-executive Director Remuneration

  • • Composition:
      non-executive directors should be remunerated by way of cash fees, superannuation contributions and non-cash benefits in lieu of fees (such as salary sacrifice into superannuation or equity).
    • Fixed remuneration:
      levels of fixed remuneration for non-executive directors should reflect the time commitment and responsibilities of the role.
    • Performance-based remuneration:
      non-executive directors should not receive performance-based remuneration as it may lead to bias in their decision-making and compromise their objectivity.
    • Equity-based remuneration:
      it is generally acceptable for non-executive directors to receive securities as part of the remuneration to align their interests with the interests of other security holders. However, non-executive directors generally should not receive options with performance hurdles attached or performance rights as part of their remuneration as it may lead to bias in their decision-making and compromise their objectivity.
    • Termination payments:
      non-executive directors should not be provided with retirement benefits other than superannuation.

  To the extent that the Company adopts an approach to non-executive director remuneration that is not in accordance with the guidelines outlined above, the Remuneration Committee shall document its reasons for the purpose of disclosure to stakeholders.

  Incentive Plans and Benefits Programs
  The Remuneration Committee is to:

  • • review and make recommendations concerning long-term incentive compensation plans, including equity-based plans.  Except as otherwise delegated, the Remuneration Committee will administer equity-based and employee benefit plans, and as such will discharge any responsibilities under those plans, including making and authorising issues of equity, in accordance with the terms of those plans;
    • ensure that incentive plans are designed around appropriate and realistic performance targets that measure relative performance and provide rewards when they are achieved; and
    • continually review and if necessary improve any existing benefit programs established for employees.

  Remuneration reporting and engagement with shareholders
  The Remuneration Committee is to:

  • • review and recommend to the Board for approval the remuneration report for inclusion in the Company’s annual report and oversee the process supporting its preparation;
    • agree who should engage with shareholders, governance advisers, proxy advisory firms and other relevant external parties on the Remuneration Policy and the Remuneration Committee’s work on behalf of the Board;
    • make sure that shareholder approval is sought for remuneration matters which require it;
    • consider if interaction with the Audit Committee (or equivalent) is required to fulfil reporting obligations;
    • consider if the Chair of the Remuneration Committee rather than the Chair of the Board will take questions from shareholders on the remuneration report at the Company’s annual general meeting.

  Monitoring
  The Remuneration Committee is to:

  • • compliance with applicable legal and regulatory requirements associated with remuneration matters; and
    • changes in the legal and regulatory framework in relation to remuneration.
• Reporting to the Board
  The Remuneration Committee is to report to the Board, at least annually, on the following matters:
  • • all matters relevant to the Remuneration Committee’s role and responsibilities as set out in this Remuneration Committee Charter;
    • the results of the Remuneration Committee’s review of this Remuneration Committee Charter; and
    • comment on the Remuneration Committee’s operation and composition.
• Engaging Remuneration Consultants
  The Remuneration Committee is responsible for engaging Remuneration Consultants. A Remuneration Consultant is a person: (a) who makes a Remuneration Recommendation under a contract for services with the Company to whose Key Management Personnel the recommendation relates: and (b) who is not an officer or employee of the Company.Key Management Personnel are persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any directors (whether executive or otherwise) of the Company. A Remuneration Recommendation is defined in section 9B of the Corporations Act.The Remuneration Committee will, in accordance with any policies or guidelines set by the Remuneration Committee from time to time:
  • • ensure that the requirements of Part 2D.8 of the Corporations Act are complied with including:
      • reviewing and approving all remuneration consultancy contracts (as defined in section 206K(1) of the Corporations Act) before they are entered into by the Company; and
      • ensuring that any Remuneration Recommendation is provided directly to the Remuneration Committee (excluding any executive directors on the Remuneration Committee) and that the Remuneration Recommendation is not provided to a person who is neither a director of the Company or a member of the Remuneration Committee;
    • put in place arrangements to ensure that a Remuneration Consultant is not unduly influenced by a member or members of Key Management Personnel to whom a Remuneration Recommendation relates;
    • ensure that the Company’s remuneration report includes the details relating to Remuneration Consultants as required by section 300A(1)(h) of the Corporations Act;
    • authorise the distribution of any Remuneration Recommendation by any person other than the Remuneration Consultant beyond the Remuneration Committee (excluding any executive directors on the Remuneration Committee); and
    • set policies or guidelines to ensure that the Company meets its obligations under the Corporations Act, including its reporting obligations, in relation to Remuneration Consultants.
• Authority and Resources
  The Company is to provide the Remuneration Committee with sufficient resources to undertake its duties. The Remuneration Committee may seek input from individuals on remuneration policies, but no individual should be directly involved in deciding their own remuneration.The Remuneration Committee has the authority, as it deems necessary or appropriate, to obtain advice from external consultants or specialists in relation to remuneration related matters.
• Review of Charter
  The Remuneration Committee will review this Remuneration Committee Charter at least annually, and update it as required.

Composition of the Risk Committee

The full Board performs the function of the Risk Committee.

From time to time, non Board members may be invited to attend Board meetings when risk matters are being discussed.

• Role
  The Board oversees the Company’s risk management framework.The Board’s function as a Risk Committee is to review:
  • • • the adequacy of the Company’s processes for managing risk;
      • any incident involving fraud or other break down of the Company’s internal controls;
      • the Company’s insurance program, having regard to the Company’s business and the insurable risks associated with its business; and
      • perform such other functions as assigned by law, the Company’s Constitution or the Board.
• Operations
  The full Board shall meet in its capacity as the Risk Committee at least half-yearly and otherwise as required. Minutes of such meetings must be kept, and the meetings are to be governed by the same rule as set out in the company’s constitution as they apply to meetings of the Board.
• Responsibilities
  Annual responsibilities of the full Board in its capacity as the Risk Committee are as set out in the Risk Committee Charter – annual action points (attached).
• Authority and resources
  The Board may, when it considers it necessary or appropriate, obtain independent expert advice.
• Review of Charter
  The Board will review this Risk Committee Charter at least annually, and update it as required.

Policy and Procedure for Selecting and (Re) Appointment of Directors

New Directors

It is the Policy of the Board that in determining candidates for the Board, the following process shall occur.

• • The Nomination Committee (or equivalent) evaluates the mix of skills, experience, expertise and diversity of the existing Board. In particular, the Nomination Committee (or equivalent) is to identify the particular skills and diversity that will best increase the Board’s effectiveness. Consideration is also given to the balance of independent directors on the Board. Regard must also be had to the Company’s Diversity Policy in identifying appropriate candidates.
  • The Nomination Committee (or equivalent) will identify potential candidates by seeking applications from suitably qualified individuals; and/or placing advertisements in appropriate media; and/or engaging external consultants that will present diverse candidates.
  • The Nomination Committee (or equivalent) interviews selected candidates.
  • A potential candidate is considered with reference to their skills and expertise in relation to other Board members. The Nomination Committee (or equivalent) will also have regard to the other matters identified in this Policy and Procedure for Selection and Re (Appointment) of Directors as relevant when identifying and considering candidates for the Board.
  • If relevant, the Nomination Committee (or equivalent) recommends an appropriate candidate for appointment to the Board. The Nomination Committee (or equivalent) must undertake appropriate checks before recommending an appropriate candidate for appointment to the Board. These should include checks as to the person’s character, experience, education, criminal record and bankruptcy history.
  • Any appointment made by the Board is subject to ratification by shareholders at the Company’s next annual general meeting.
  • The Company must enter into a written agreement with each director appointed to the Board setting out the terms of their appointment.

Board Renewal
The Board recognises that Board renewal is critical to performance and the impact of Board tenure on succession planning. Re-appointment of directors is not automatic. The Company must hold an election of directors each year. Under the Company’s Constitution, a director of the Company must not hold office (without re-election) past the third annual general meeting following the director’s appointment or three years, whichever is longer. However, a director appointed to fill a casual vacancy or as an addition to the board must not hold office (without re-election) past the next annual general meeting of the entity. This rule does not apply to the Managing Director.

Size and Composition of the Board
The Board should be structured in such a way that it has a proper understanding of, and competence to deal with, the current and emerging issues of the business and encourages enhanced performance of the Company.

Reference is made to the Company’s size and operations as they evolve from time to time.

Commitment to the Board
Non-executive directors must provide to the Nomination Committee (or equivalent), prior to their appointment or re-election, details of their other commitments and an indication of the time involved in carrying out those other commitments.

All directors should consider the number and nature of their directorships and calls on their time from other commitments. Prior to appointment, or being submitted for re-election non-executive directors are required to specifically acknowledge to the Company that they will have sufficient time to fulfil their responsibilities as a director.

Informing Shareholders
Shareholders will be informed of the names of candidates submitted for election as directors. So that shareholders can make an informed decision on whether or not to elect or re-elect a candidate as a director, the following information will be supplied to shareholders:

• • biographical details, including their relevant qualifications and experience and the skills they bring to the Board;
  • details of any other material directorships currently held by the candidate;
  • if the candidate is standing for election as a director for the first time:
    • any material adverse information revealed by the checks the Company has performed about the candidate;
    • 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 judgment 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;
  • if the candidate is 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 it supports the election or re-election of the proposed candidate.

Process for Performance Evaluations

Board

The Chair has the overall responsibility for evaluating the Board and, when deemed appropriate, Board committees and individual directors. The process employed by the Company for evaluating the performance of the Board, individual directors and any applicable committees is:

• A questionnaire is prepared by the Company Secretary and circulated to each director for completion. The questionnaire includes questions addressing:
  • the effectiveness of the Board and each committee in meeting the requirements of its charter;
  • whether the Board and each committee has members with the appropriate mix of skills, diversity and experience to properly perform their functions;
  • the contribution made by each director at meetings and in carrying out their responsibilities as directors generally, including preparing for meetings;
  • whether adequate time is being allocated to Company matters, taking into account each director’s other commitments;
  • the independence of each non-executive director, taking into account the director’s other interests, relationships and directorships;
  • whether the content and timeliness of agendas, papers and presentations provided to the Board and each committee are adequate for them properly to perform their functions; and
  • a director’s executive role, if the director is an executive director.
• The Company Secretary then summarises and collates the responses to the questionnaires and reports back to the Chair; and
• The Chair discusses the responses to the questionnaire with the Board on a round-table basis, addresses any issues as required and meets with directors individually if required.

Chair

The Board is responsible for evaluating the performance of the Chair, and does so on the same basis as outlined for the Board above.

Chief Executive Officer

The Chief Executive Officer’s performance is reviewed by the Board. The evaluation is conducted at the same time as the Chief Executive Officer’s annual remuneration review, and involves an interview with the senior independent director to discuss performance against the Chief Executive Officer’s responsibilities as outlined in his contract with the Company. The Board also evaluates the Chief Executive Officer on an ongoing basis via informal discussions about performance.

Senior Executives

The Company currently has one senior executive who is not also a Board Member. The Chief Executive Officer is responsible for evaluating the senior executive. The evaluation is conducted at the time of the executive’s annual remuneration review, and involves an interview with the Chief Executive Officer to discuss performance. The Chief Executive Officer also evaluates the performance of the senior executive on an ongoing basis via informal discussions about performance. The Company is a small exploration company and does not have any STI or LTI indicators.

Procedure for the Selection, Appointment and Rotation of External Auditor

Responsibility

The Board is responsible for the initial appointment of the external auditor and the appointment of a new external auditor when any vacancy arises Audit. Any appointment made by the Board is subject to confirmation by shareholders at the next annual general meeting of the Company.

Selection criteria

• Mandatory criteria: Candidates for the position of external auditor of the Company must be able to demonstrate complete independence from the Company, and an ability to maintain independence through the engagement period. Further, the successful candidate must have arrangements in place for the rotation of the audit engagement partner in accordance with professional standards as current from time to time, including part 2M.4 Division 5 of the Corporations Act 2001 (Cth).
• Other criteria: Other than the mandatory criteria mentioned above, the Board may select an external auditor based on criteria relevant to the business of the Company such as experience in the industry in which the Company operates, references, cost, internal governance processes and any other matters deemed relevant by the Board. The Board may consider the matters outlined in the Australian Securities and Investments Commission Information Sheet 196 Audit quality: The role of directors and audit committees under the heading “Assessing potential and continuing auditors”.

Review

The Board will review the performance of the external auditor on an annual basis. The Board may refer to the matters outlined in the Australian Securities and Investments Commission Information Sheet 196 Audit quality: The role of directors and audit committees under the heading “Assessing potential and continuing auditors” when reviewing the performance of the external auditor.

Shareholder Communication and Investor Relations Policy

Purpose

The Board recognises that it needs to engage with its shareholders and provide them with appropriate information and facilities to allow them to exercise their rights as shareholders effectively. This includes:

• giving shareholders ready access to information about the Company and its governance;
• communicating openly and honestly with shareholders; and
• encouraging and facilitating their participation in meetings of shareholders.

The purpose of this policy is to outline how the Company will provide shareholders and other investors with information about itself and its governance, and to outline the Company’s investor relations program.

References in this policy to communicating and interacting with shareholders includes, where securities are held by a custodian or nominee, communicating or interacting with the beneficial owner of the securities.

Company website

The Company has a website which can be found at www.magnetitemines.com. The Company’s website is designed to provide shareholders and other investors with helpful information about the Company including:

• an overview of the Company’s current business;
• a description of how the Company is structured;
• a summary of the Company’s history;
• once they are known, the time, venue and other relevant details for results presentations and the annual general meeting;
• historical information about the market prices of the Company’s securities;
• copies of media releases the Company makes;
• contact details for enquiries from shareholders, analysts or the media; and
• contact details for its securities registry.

The Company’s website has a “corporate governance” landing page from where the Company’s relevant corporate governance information can be accessed. The following information is available in the corporate governance area of the Company’s website:

• its constitution, its Board Charter and the charters of each of its Board committees; and
• its corporate governance policies and procedures.

The Company also makes available on its website the following information on a regular and up-to-date basis:

• the names, photographs and brief biographical information for each of its directors and senior executives;
• copies of its annual reports and financial statements for at least the previous 3 years; and
• copies of its announcements to ASX for at least the previous 3 years.

Electronic communication

The Company gives shareholders the option to receive communications from, and send communications to, the Company and its security registry electronically.

Shareholders and other investors are able to register on the Company’s website to receive information updates about the Company.

General meetings

The Company recognises that general meetings are an important forum for two-way communication between the Company and its shareholders. The meetings provide the Company with an opportunity to impart to shareholders a greater understanding of its business, governance, financial performance and prospects, as well as to discuss areas of concern or interest to the Board and management. The meetings also provide shareholders with an opportunity to express their views to the Company’s Board and management about any areas of concern or interest for them.

The Company endeavours to actively engage with shareholders at its general meetings, and encourages attendance and participation at its meetings.

The Company provides information in the notice of meeting that is presented in a clear, concise and effective manner.

In accordance with section 250S of the Corporations Act 2001 (Cth), at the Company’s annual general meetings the Chair of the meeting will allow a reasonable opportunity for members to ask questions about or make comments on the management of the Company.

Shareholder meetings and enquiries

The Company endeavours to meet with shareholders upon request, and responds to any enquiries they may make from time to time.

The Company posts or emails each shareholder (at the election of each shareholder) all ASX releases made by the Company.

Securities Trading Policy

PURPOSE

The purpose of this policy is to:

• assist those persons covered by the policy to comply with their obligations under the insider trading provisions of the Corporations Act 2001 (Cth) (Corporations Act);
• aim to ensure that the reputation of the Company and its subsidiaries (Group) is not adversely impacted by perceptions of trading in the Company’s securities at certain times, and to ensure a proper market for the Company’s securities is maintained that supports shareholder and investor confidence;
• establish a procedure for trading in the Company’s securities by persons covered by the policy including setting out: the periods when trading is prohibited; the restrictions on trading; the exceptional circumstances when trading may be permitted during a prohibited period with prior written clearance; the procedure to obtain written clearance to trade, including during a prohibited period; and the trading that is excluded from the policy; and
• comply with the ASX Listing Rules.

This policy is for the protection of the Company and each of the persons covered by the policy. If you do not understand any part of this policy, or the summary of the law relating to insider trading, or how it applies to you, you should contact the Company Secretary before trading in any securities covered by this policy. Ultimately it is your responsibility to make sure that none of your trading constitutes insider trading.

WHO DOES THIS POLICY APPLY TO?

This policy applies to Restricted Persons. A Restricted Person is a person who is:

• a person having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company (Key Management Personnel);
• an employee of the Group (Employees);
• a Connected Person of Key Management Personnel or Employees.

A Connected Person means any person over whom the Key Management Personnel or Employee has significant influence or control. Where this policy requires a Restricted Person to do an act or thing, the relevant Restricted Person must do that act or thing in respect of the Connected Person.

WHAT SECURITIES ARE COVERED BY THIS POLICY?

This policy applies to trading in all securities issued by the Company, and includes the following types of securities:

• shares, share acquisition rights and options;
• debentures (including bonds and notes);
• derivatives of any of the above (including equity swaps, futures, hedges and exchange-traded or over-the-counter options) whether settled by cash or otherwise, (Company Securities).

The insider trading provisions in the Corporations Act also apply to the securities of other companies and entities if you have inside information about that company or entity. These other companies and entities may include suppliers or customers of the Group; joint venture partners; or companies that the Company or another member of the Group has entered (or is planning to enter) into a transaction with, for example a takeover or asset sale.

To “trade” in securities means, whether as principal or agent, to apply for, acquire or dispose of securities; enter into an agreement to apply for, acquire or dispose of securities. To “trade” includes the exercise of an option or the conversion of a share acquisition right.

INSIDER TRADING PROHIBITION

What is Inside Information?

Inside Information is information that: (a) is not generally available; and (b) if it were generally available, a reasonable person would expect it to have a material effect on the price or value of the securities.

A reasonable person would be taken to expect information to have a material effect on the price or value of securities if (and only if) the information would, or would be likely to, influence persons who commonly acquire securities in deciding whether or not to acquire or dispose of those securities. In other words, the information must be shown to be material to the investment decision of a reasonable hypothetical investor in the securities.

It does not matter how you come to know the Inside Information. For the purpose of the insider trading provisions of the Corporations Act, “information” is given a wide meaning and includes matters of supposition and other matters that are insufficiently definite to warrant being made known to the public and matters relating to the intentions, or the likely intentions of a person.

Examples of information which, if made available to the market, may depending on the circumstances be likely to have a material effect on the price of Company Securities are set out in the Appendix.

When is information generally available?

Information is generally available if:

• it consists of ‘readily observable matter’;
• it has been made known in a manner that would, or would be likely to, bring it to the attention of persons who commonly invest in securities of a kind whose price or value might be affected by the information and since it was made known, a reasonable period for it to be disseminated among such persons has elapsed; or
• it consists of deductions, conclusions or inferences made or drawn from information of the kind referred to in (a) or (b) above.

Prohibited conduct

In summary, the Corporations Act prohibits three types of conduct relating to Inside Information:

• the direct or indirect acquisition or disposal of securities using Inside Information;
• the procurement of another person to acquire or dispose of securities using Inside Information; and
• communication of Inside Information to another person for the purpose of the other person acquiring or disposing of securities.

You must not, whether in your own capacity or as an agent for another, apply for, acquire or dispose of, or enter into an agreement to apply for, acquire or dispose of, any securities, or procure another person to do so if you:

• possess Inside Information;
• know or ought reasonably to know, that:
• the information is not generally available; and
• if it were generally available, it might have a material effect on the price or value of the securities or influence a person’s decision to buy or sell the securities.

Further, you must not either directly or indirectly pass on this kind of information to another person if they know, or ought reasonably to know, that this other person is likely to apply for, acquire or dispose of the securities or procure another person to do so.

Consequences of insider trading

Engaging in “insider trading” (as summarised in section 4.3), can subject you to criminal liability, including substantial monetary fines and/or imprisonment. You may also be subject to civil liability, which may include being sued by another party or the Company, for any loss suffered as a result of insider trading. Insider trading is prohibited at all times.

BLACKOUT PERIODS

In addition to the prohibitions on insider trading set out in the Corporations Act, Restricted Persons must not trade in Company Securities in the periods between the end of each quarter and 24 hours immediately following the release of the Company’s quarterly activities report and cash flow report (which are released together) (Blackout Periods), unless the circumstances are exceptional and the procedure for prior written clearance described in section 7 has been met.

Please note that even if it is outside a Prohibited Period, Restricted Persons must not trade in the Company’s Securities if they are in possession of Inside Information.

EXCEPTIONAL CIRCUMSTANCES WHEN TRADING MAY BE PERMITTED SUBJECT TO PRIOR WRITTEN CLEARANCE

A Restricted Person, who is not in possession of Inside Information, may be given prior written clearance to trade in Company Securities during a Prohibited Period in accordance with the procedure described in section 7, in the following exceptional circumstances:

• where the person is in severe financial hardship; or
• where there are other circumstances deemed to be exceptional by the person granting the prior written clearance.

The determination of whether a person is in severe financial hardship or whether there are other exceptional circumstances can only be made by the relevant Approving Officer in accordance with the procedure for obtaining clearance prior to trading set out in section 7. A person may be in severe financial hardship if he or she has a pressing financial commitment that cannot be satisfied otherwise than by selling the relevant Company Securities. A tax liability would not normally constitute severe financial hardship unless the person has no other means of satisfying the liability. A circumstance may be considered exceptional if the person in question is required by a court order or a court enforceable undertaking to transfer or sell, or accept a transfer of, the Company Securities or there is some other overriding legal or regulatory requirement for him or her to do so.

PROCEDURE FOR OBTAINING WRITTEN CLEARANCE PRIOR TO TRADING

Restricted Persons must not trade in Company Securities at any time, including in the exceptional circumstances referred to in section 6, unless the Restricted Person first obtains prior written clearance from:

• in the case of employees, the Chief Executive Officer/Managing Director or in his absence, the Company Secretary;
• in the case of a director or officer, the Chair;
• in case of the Chair, the Chief Executive Officer/Managing Director; or
• each, an Approving Officer.

A request for prior written clearance under this policy should be made in writing using the form attached to this policy entitled ‘Request for Prior Written Clearance to Trade in Company Securities’ and given to the Approving Officer. The request may be submitted in person, by mail, by email or by facsimile.

Any written clearance granted under this policy will be valid for the period of 5 business days from the time which it is given or such other period as may be determined by the Approving Officer. The expiry time of the clearance will be stated in the clearance granted. Written clearance under this policy may be given in person, by mail, by email or by facsimile.

WHAT TRADING IS NOT SUBJECT TO THIS POLICY?

The following trading by Restricted Persons is excluded from the restrictions outlined in section 5, but is subject to the insider trading provisions of the Corporations Act summarised in section 4 of this policy:

• transfers of Company Securities between a Restricted Person and their spouse, civil partner, child, step-child, family company, family trust or other close family member or of Company Securities already held into a superannuation fund or other saving scheme in which the Restricted Person is a beneficiary;
• an investment in, or trading in units of, a fund or other scheme (other than a scheme only investing in Company Securities) where the assets of the fund or other scheme are invested at the discretion of a third party;
• where a Restricted Person is a trustee, trading in the Company Securities by that trust provided that the Restricted Person is not a beneficiary of the trust and any decision to trade during a Prohibited Period is taken by the other trustees or by the investment managers independently of the Restricted Person;
• undertakings to accept, or the acceptance of, a takeover offer;
• a disposal of Company Securities arising from a scheme of arrangement;
• trading under an offer or invitation made to all or most of the security holders such as, a rights issue, a security purchase plan, a dividend or distribution reinvestment plan and an equal access buy-back, where the plan that determines the timing and structure of the offer has been approved by the Board. This includes decisions relating to whether or not to take up the entitlements and the sale of entitlements required to provide for the take up of the balance of entitlements under a renounceable pro rata issue;
• a disposal of Company Securities that is the result of a secured lender exercising their rights, for example, under a margin lending arrangement. Please note section 10 of this policy; Restricted Persons must not enter into margin loan agreements or other secured lending arrangements in relation to Company Securities without first obtaining prior written clearance from the appropriate Approving Officer in accordance with the procedure set out in section 7;
• the exercise (but not the sale of Company Securities following exercise) of an option or right under an employee incentive scheme, or the conversion of a convertible security, where:
• the final date for the exercise of the option or right, or the conversion of the security, falls during a Prohibited Period and the Company has been in an exceptionally long Prohibited Period or the Company has had a number of consecutive Prohibited Periods and the Restricted Person could not reasonably have been expected to exercise it at a time when free to do so; and
• the Restricted Person obtains prior written clearance to exercise the option or right, or convert the security, in accordance with the procedure set out in section 7 of this policy;
• the acquisition, or agreement to acquire, Company Securities under an employee incentive scheme by a person who is not Key Management Personnel;
• the exercise or automatic conversion of Company Securities giving a right to conversion to shares, issued under an employee incentive scheme (but not the sale of Company Securities following exercise or conversion) by a person who is not Key Management Personnel;
• the acquisition of shares by conversion of Company Securities giving a right to conversion to shares (but not the sale of Company Securities following exercise or conversion) by a person who is not Key Management Personnel;
• trading under a non-discretionary trading plan for which prior written clearance has been provided in accordance with procedures set out in this Policy and where: (a) the Restricted Person did not enter into the plan or amend the plan during a Prohibited Period; and (b) the trading plan does not permit the Restricted Person to exercise any influence or discretion over how, when, or whether to trade.

HEDGING TRANSACTIONS

Restricted Persons must not enter into transactions or arrangements which operate to limit the economic risk of their security holding in the Company without first obtaining prior written clearance from the appropriate Approving Officer in accordance with the procedure set out in section 7.

Restricted Persons are prohibited from entering into transactions or arrangements which limit the economic risk of participating in unvested entitlements under any equity based remuneration schemes.

MARGIN LOANS AND OTHER SECURED LENDING

Restricted Persons must not enter into margin loan agreements or other secured lending arrangements in relation to Company Securities without first obtaining prior written clearance from the appropriate Approving Officer in accordance with the procedure set out in section 7.

NON-DISCRETIONARY TRADING PLANS

Restricted Persons must not put in place a non-discretionary trading plan in respect of Company Securities without first obtaining prior written clearance from the appropriate Approving Officer in accordance with the procedure set out in section 7. Restricted Persons must not cancel any such trading plan during a Prohibited Period, unless the circumstances are exceptional and the procedure for prior written clearance set out in section 7 has been met.

DIRECTOR NOTIFICATION REQUIREMENTS

Directors have agreed with the Company to provide details of changes in Company Securities they hold (directly or indirectly) to the Company Secretary as soon as reasonably possible to enable the Company to comply with its obligations under the ASX Listing Rules. Directors are referred to the Company’s Director’s Disclosure Obligations document and Director’s Declaration of Interest Form. Directors are reminded that it is their obligation under section 205G of the Corporations Act to notify the market operator within 14 days after any change in a director’s interest if the Company has failed to do so.

REGISTER OF CLEARANCES

The Company Secretary must maintain a register of clearances given in relation to trading in Company Securities. The Company Secretary must report all notifications of trading in, and clearances given, in relation to trading in Company Securities to the next Board meeting of the Company.

CONSEQUENCES OF BREACH

Breach of the insider trading prohibition could expose you to criminal and civil liability. Breach of this policy (irrespective of whether the insider trading prohibition or any other law is breached) will also be regarded by the Group as serious misconduct which may lead to disciplinary action and/or dismissal.

This policy does not contain an exhaustive analysis of the restrictions imposed on, and the very serious legal ramifications of, insider trading. Restricted Persons who wish to obtain further advice in this matter, are encouraged to contact the Company Secretary.

ASX LISTING RULE REQUIREMENTS

It is a requirement for admission to the official list of ASX, and an on-going requirement for listing, that the Company has a securities trading policy.

The Company will give a copy of this policy to ASX for release to the market. The Company will also give any amended version of this policy to ASX when it makes a change to: the periods within which Restricted Persons are prohibited from trading in Company Securities; the trading that is excluded from the operation of the policy; or the exceptional circumstances in which Restricted Persons may be permitted to trade during a Prohibited Period, within five business days of the amendments taking effect. The Company will also give this policy to ASX immediately on request by ASX.

Appendix

Examples of information which, if made available to the market, may depending on the circumstances be likely to have a material effect on the price or value of Company Securities include, but are not limited to:

• a transaction that will lead to a significant change in the nature or scale of the Company’s activities;
• a material mineral or hydrocarbon discovery;
• a material acquisition or disposal;
• the granting or withdrawal of a material licence;
• becoming a plaintiff or defendant in a material law suit;
• the fact that the Company’s earnings will be materially different from market expectations;
• the appointment of a liquidator, administrator or receiver;
• the commission of an event of default under, or other event entitling a financier to terminate, a material financing facility;
• under subscriptions or over subscriptions to an issue of securities;
• giving or receiving a notice of intention to make a takeover;
• any rating applied by a rating agency to the Company or its securities and any change to such a rating;
• any actual or proposed change to the Company’s capital structure for example, a share issue;
• exploration results.

Diversity Policy (summary)

The Board has adopted a Diversity Policy which outlines the Company’s commitment to ensuring a diverse mix of skills and talent exists amongst its directors, officers and employees, to enhance Company performance. The Diversity Policy addresses equal opportunities in the hiring, training and career advancement of directors, officers and employees. The Diversity Policy outlines the process by which the Board may set measurable objectives to achieve the aims of its Diversity Policy, with particular focus on gender diversity within the Company. The Board is responsible for monitoring Company performance in meeting the Diversity Policy requirements, including the achievement of diversity objectives.

Policy on Continuous Disclosure (summary)

The Board has adopted a Policy on Continuous Disclosure. The policy raises awareness of the Company’s obligations under the continuous disclosure regime; establishes a process to ensure that information about the Company which may be market sensitive and which may require disclosure is brought to the attention of the person primarily responsible for ensuring that the Company complies with its continuous disclosure obligations in a timely manner and is kept confidential; and sets out the obligations of directors, officers, employees and contractors of the Company to ensure that the Company complies with its continuous disclosure obligations. The policy also outlines who is authorised to speak to the media, analysts, brokers, shareholders and other external parties; a person’s confidentiality obligations and the consequences of breaching the policy. The policy is subject to annual review by the Board.

Compliance Procedures (summary)

The Board has adopted Compliance Procedures to assist it to comply with its disclosure obligations. Under the Compliance Procedures, a Responsible Officer is appointed who is primarily responsible for ensuring the Company complies with its disclosure obligations. The duties of the Responsible Officer, together with the responsibilities of the Board and the Company Secretary, are set out in the Compliance Procedures. The Compliance Procedures are designed to ensure that information about the Company which may be market sensitive and which may require disclosure under Listing Rule 3.1 is promptly assessed to determine whether it requires disclosure and if it does, is given to ASX promptly and without delay. The Compliance Procedures also set out procedures to correct or prevent a false market in the Company’s securities; set out measures for safeguarding confidentiality of corporate information to avoid premature disclosure; and establish procedures for media contact and comment and external communications such as analyst briefings and responses to shareholder questions. The Compliance Procedures also provide guidance on drafting announcements to ensure that the Company’s announcements are accurate, complete and not misleading and presented in a clear and balanced way.

Code of Conduct (summary)

The Board has adopted a Code of Conduct which outlines the Company’s commitment to conducting itself with honesty, fairness and integrity and to observing the rule and spirit of the legal and regulatory environment in which the Company operates, and requires Directors, officers and employees to deal with the Company’s customers, suppliers, contractors, shareholders, competitors and each other accordingly. The Code prohibits Directors officers and employees from involving themselves in situations where there is an actual or potential conflict of interest. Directors, officers and employees must not disclose the Company’s confidential or proprietary information. Directors, officers and employees must protect the assets of the Company to ensure availability for legitimate business purposes. The Company acknowledges its responsibility to shareholders, the community, and the individual. The Company is committed to equal employment opportunity; a safe work place and maintenance of proper occupational health and safety practices commensurate with the nature of the Company’s business and activities; and a workplace free from any kind of discrimination, harassment or intimidation of employees.

Whistleblower Policy

Report and Investigation Officer: Frank DeMarte

• PURPOSEDirectors, officers and employees of the Company are expected to observe high standards of business and personal ethics in the conduct of their duties and responsibilities as set out in the Company’s Code of Conduct. All directors, officers and employees of the Company must conduct themselves with integrity, honesty and fairness in all business practices and observe the rule and spirit of the legal and regulatory environment in which the Company operates.

  The purpose of this Whistleblower Policy is to encourage the reporting of violations (or suspected violations) of the Company’s Code of Conduct and provide effective protection from victimisation or dismissal to those reporting by implementing systems for confidentiality and report handling.

   

• REPORTING RESPONSIBILITYIt is the responsibility of all directors, officers and employees to comply with the Company’s Code of Conduct and report violations or suspected violations in accordance with this policy.

   

• NO RETALIATIONNo director, officer or employee who in good faith reports a violation under this policy shall suffer detriment, either actual or threatened, harassment, retaliation or adverse employment or engagement consequence. If a director, officer or employee retaliates against someone who has reported a violation in good faith they will be subject to disciplinary action, which may include termination of your employment or engagement with the Company.

   

• REPORTING VIOLATIONSThis policy is intended to encourage and enable directors, officers and employees and others to raise serious concerns within the Company.

  In most cases, you should approach your supervisor first as they may be in the best position to address a concern.

  If you are not comfortable speaking to your supervisor or not satisfied with your supervisor’s response, you are encouraged to speak with anyone in management whom you are comfortable in approaching.

  Supervisors and managers are required to report suspected violations of the Company’s Code of Conduct to the Report and Investigation Officer, who has specific and exclusive responsibility to investigate all reported violations.

   

• REPORT AND INVESTIGATION OFFICERThe Report and Investigation Officer is responsible for investigating and resolving all reported complaints and allegations concerning violations of the Company’s Code of Conduct. At their discretion, the Report and Investigation Officer will advise the Chair and Chief Executive Officer/Managing Director and/or the Audit Committee or its equivalent.

  The Report and Investigation Officer has direct access to the Audit Committee (or its equivalent) and, is required to report to the Audit Committee (or its equivalent) at least annually on compliance activity.

  If any person is not comfortable speaking with the Report and Investigation Officer on a particular matter, or if they are unavailable and the matter is urgent, they should contact the Chair or another member of the Board.

   

• ACCOUNTING AND AUDITING MATTERSThe Audit Committee (or its equivalent) will address concerns raised in relation to corporate accounting practices, internal controls or auditing. The Report and Investigation Officer is responsible for notifying the Audit Committee (or its equivalent) of any such complaint and must work with the committee to resolve the matter.

   

• ACTING IN GOOD FAITHAnyone filing a complaint concerning a violation or suspected violation of the Company’s Code of Conduct must act in good faith and have reasonable grounds for believing the information disclosed indicates a violation of the Company’s Code of Conduct. It is a serious matter to make allegations that prove to be unsubstantiated, or are made maliciously or known to be false and any person doing so may be subject to disciplinary action including termination.

   

• CONFIDENTIALITYReports of violations or suspected violations will be kept confidential and may only be disclosed to ASIC, APRA, a member of the Australian Federal Police or to someone else with the consent of the discloser to the extent possible, consistent with the need to conduct an adequate investigation.

   

• HANDLING OF REPORTED VIOLATIONSThe Report and Investigation Officer will notify the person who reported the alleged violation and acknowledge receipt of the report within 5 business days. All reports will be promptly investigated and, if warranted, appropriate corrective action will be taken. In conducting investigations, the Report and Investigation Officer must ensure they observe the confidentiality obligations and in particular must not disclose the information reported, the identity of the person making the disclosure or any information that is likely to lead to the identification of the person making the disclosure.

Induction Program

To be effective, new directors and senior executives need to have a good deal of knowledge about the Company and the industry within which it operates. To that end, the following Induction Program has been devised for new directors and senior executives.

The goal of the Induction Program is to assist new directors to participate fully and actively in Board decision-making at the earliest opportunity and to assist senior executives to participate fully and actively in management decision-making at the earliest opportunity.

• • • • NEW DIRECTORS

        Goal

        • To gain an understanding of the rights, duties and responsibilities of the directors and the roles and responsibilities of senior executives.
        • To understand the role of Board committees.
        • To understand meeting arrangements and director interaction with each other, senior executives and other stakeholders.
        • To understand the culture and values of the Company.

        How Achieved
        Meet with the Chair to discuss:

        • the responsibilities of the Board and senior executives as set out in the various Company charters and how these responsibilities are divided. Also to ensure an understanding of the director’s disclosure obligations (see Director’s Disclosure Obligations) and the duties set out in A Guide to Directors’ Duties;
        • the responsibilities of each Committee, as set out in the respective charters; and
        • Company policies relevant to the evaluation of the performance of the Board, its committees and individual directors, including the Diversity Policy.

        Goal
        To gain an understanding of the Company’s strategic, operational and risk management position.

        How Achieved
        Meet with the Chair (and the Chief Executive Officer where that person is not also the Chair) to discuss the strategies of the Company and how senior management progresses that strategy. Also to discuss the Company’s Risk Management Policy.

        Meet with the Chief Executive Officer to discuss the risk management and internal control system to manage the Company’s material business risks.

        Goal
        To gain an understanding of the Company’s financial and financial risk position.

        How Achieved
        Meet with the Chief Financial Officer to discuss:

        • the most recent financial reports of the Company; and
        • the risk management systems in place in relation to financial reporting risks.
      • SENIOR EXECUTIVES

        Goal
        To understand the respective rights, duties, responsibilities and roles of the Board and senior executives.

        How Achieved
        Meet with the Chair to discuss the responsibilities of the Board and senior executives as set out in the various Company charters and how these responsibilities are divided.

        Goal
        To gain an understanding of the Company’s strategies and operational and risk management policies.

        How Achieved
        Meet with the Chair (and the Chief Executive Officer where that person is not also the Chair) to discuss the strategies of the Company and how senior management progresses that strategy. Also to discuss the Company’s Risk Management Policy.

        Meet with the Chief Executive Officer to discuss the risk management and internal control system to manage the Company’s material business risks.

        Goal
        To gain an understanding of the Company’s financial and financial risk position.

        How Achieved
        Meet with the Chief Financial Officer to discuss:

        • the most recent financial reports of the Company; and
        • the risk management systems in place in relation to financial reporting risks.