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1. Introduction

The Company, the Company’s stated values and all the Company’s related bodies corporate are committed to workplace diversity.

The Company recognises the benefits arising from employee and Board diversity, including a broader pool of high quality employees, improving employee retention and motivation, accessing different perspectives and ideas and benefiting from all available talent.

The Company is committed to inclusion at all levels of the organisation, regardless of gender, marital or family status, sexual orientation, gender identity, age, disabilities, ethnicity, religious beliefs, cultural background, socio-economic background, perspective and experience.

To the extent practicable, the Company will consider the recommendations and guidance provided in the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations – 4^th Edition where appropriate to the Company.

This Diversity Policy does not form part of an employee’s contract of employment with the Company, nor gives rise to contractual obligations. However, to the extent that the Diversity Policy requires an employee to do or refrain from doing something and at all times subject to legal obligations, the Diversity Policy forms a direction of the Company with which an employee is expected to comply.

2. Objectives

The Diversity Policy provides a framework for the Company to achieve:

1. a diverse and skilled workforce, leading to continuous improvement in service delivery and achievement of corporate goals;

2. a workplace culture characterised by inclusive practices and behaviours for the benefit of all staff;

3. an inclusive workplace where discrimination, harassment (including sexual harassment), vilification and victimisation cannot and will not be tolerated;

4. improved employment, talent management and career development opportunities for women;

5. enhanced recruitment practices whereby the best person for the job is employed, which requires the consideration of a broad and diverse pool of talent;

6. a work environment that values and utilises the contributions of employees with diverse backgrounds, experiences and perspectives through improved awareness of the benefits of workforce diversity and successful management of diversity; and

7. awareness in all staff of their rights and responsibilities with regards to fairness, equity and respect for all aspects of diversity,

(collectively, the Objectives).

The Diversity Policy does not impose on the Company, its directors, officers, agents or employees any obligation to engage in, or justification for engaging in, any conduct which is illegal or contrary to any anti-discrimination or equal employment opportunity legislation or laws in any State or Territory of Australia or of any foreign jurisdiction.

3. Responsibilities

3.1. The Board’s commitment

The Board is committed to workplace diversity and supports representation of women at the senior level of the Company and on the Board where appropriate.

The Board maintains oversight and responsibility for the Company’s continual monitoring of its diversity practices and development of strategies to meet the Objectives.

The Board is responsible for developing measurable objectives and strategies to meet the objectives of the Diversity Policy (Measurable Objectives) and monitoring the progress of the Measurable Objectives through the monitoring, evaluation and reporting mechanisms listed below. The Board shall annually assess any Measurable Objectives (if any), and the Company’s progress towards achieving them.

The Board may also set Measurable Objectives for achieving gender diversity and monitor their achievement.

The Board will consider conducting all Board appointment processes in a manner that promotes gender diversity, including establishing a structured approach for identifying a pool of candidates, using external experts where necessary.

3.2. Strategies

The Company’s diversity strategies may include:

1. recruiting from a diverse pool of candidates for all positions, including senior management and the Board;

2. reviewing succession plans to ensure an appropriate focus on diversity;

3. identifying specific factors to take account of in recruitment and selection processes to encourage diversity;

4. developing programs to develop a broader pool of skilled and experienced senior management and Board candidates, including, workplace development programs, mentoring programs and targeted training and development;

5. developing a culture which takes account of domestic responsibilities of employees; and

6. any other strategies the Board develops from time to time.

3.4. Monitoring and Evaluation

The Chairperson of the Board will monitor the scope and currency of this policy.

The Company is responsible for implementing, monitoring and reporting on the Measurable Objectives.

Measurable Objectives as set by the Board, may be included in the annual key performance indicators for the Managing Director and senior executives.

In addition, the Board will review progress against the Measurable Objectives as a key performance indicator in its annual performance assessment.

3.5. Reporting

The Company will disclose, for each financial year:

1. any Measurable Objectives set by the Board;

2. progress against these Measurable Objectives; and

3. either:

   1. the respective proportions of men and women on the Board, in senior executive positions (including how the Company has defined “senior executive” for these purposes) and across the whole Company; or

   2. if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in the Workplace Gender Equality Act.

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1. Introduction

These guidelines set out the policy on the sale and purchase of securities in the Company by its Key Management Personnel (as defined in the ASX Listing Rules).

Key Management Personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any Director (whether executive or otherwise) of that entity.

The Company has determined that its Key Management Personnel are its Directors, executives and those employees directly reporting to the Managing Director.

Key Management Personnel are encouraged to be long-term holders of the Company’s securities. However, it is important that care is taken in the timing of any purchase or sale of such securities.

The purpose of these guidelines is to assist Key Management Personnel to avoid conduct known as ‘insider trading’. In some respects, the Company’s policy extends beyond the strict requirements of the Corporations Act 2001 (Cth).

2. What types of transactions are covered by this policy?

This policy applies to both the sale and purchase of any securities of the Company and its subsidiaries on issue from time to time.

3. What is insider trading?

3.1. Prohibition

Insider trading is a criminal offence. It may also result in civil liability. In broad terms, a person will be guilty of insider trading if:

1. that person possesses information, which is not generally available to the market and if it were generally available to the market, would be likely to have a material effect on the price or value of the Company’s securities (ie information that is ‘price sensitive’); and

2. that person:

   1. buys or sells securities in the Company; or

   2. procures someone else to buy or sell securities in the Company; or

   3. passes on that information to a third party where that person knows, or ought reasonably to know, that the third party would be likely to buy or sell the securities or procure someone else to buy or sell the securities of the Company.

3.2. Examples

To illustrate the prohibition described above, the following are possible examples of price sensitive information which, if made available to the market, may be likely to materially affect the price of the Company’s securities:

1. the Company considering a major acquisition;

2. the threat of major litigation against the Company;

3. the Company’s revenue and profit or loss results materially exceeding (or falling short of) the market’s expectations;

4. a material change in debt, liquidity or cash flow;

5. a significant new development proposal (e.g. new product or technology);

6. the grant or loss of a major contract;

7. a management or business restructuring proposal;

8. a share issue proposal;

9. an agreement or option to acquire an interest in a mining tenement, or to enter into a joint venture or farm-in or farm-out arrangement in relation to a mining tenement; and

10. significant discoveries, exploration results, or changes in reserve/resource estimates from mining tenements in which the Company has an interest.

3.3. Dealing through third parties

The insider trading prohibition extends to dealings by individuals through nominees, agents or other associates, such as family members, family trusts and family companies (referred to as “Associates” in these guidelines).

3.4. Information however obtained

It does not matter how or where the person obtains the information – it does not have to be obtained from the Company to constitute inside information.

3.5. Employee share schemes

The prohibition does not apply to acquisitions of shares or options by employees made under employee share or option schemes, nor does it apply to the acquisition of shares as a result of the exercise of options under an employee option scheme. However, the prohibition does apply to the sale of shares acquired under an employee share scheme and also to the sale of shares acquired following the exercise of an option granted under an employee option scheme.

4. Guidelines for trading in the Company’s securities

4.1. General rule

Key Management Personnel must not, except in exceptional circumstances, deal in securities of the Company during the following periods:

1. two weeks prior to, and 48 hours after the release of the Company’s Annual Report;

2. two weeks prior to, and 48 hours after the release of the Half Year Report of the Company; and

3. two weeks prior to, and 48 hours after the release of the Company’s quarterly reports (if applicable),

(together the Closed Periods).

The Company may at its discretion vary this rule in relation to a particular Closed Period by general announcement to all Key Management Personnel either before or during the Closed Periods. However, if a Key Management Personnel is in possession of price sensitive information which is not generally available to the market, then he or she must not deal in the Company’s securities at any time it is in possession of such information.

4.2. No short-term trading in the Company’s securities

Key Management Personnel should never engage in short-term trading of the Company’s securities except for the exercise of options where the shares will be sold shortly thereafter.

4.3. Securities in other companies

Buying and selling securities of other companies with which the Company may be dealing is prohibited where an individual possesses information which is not generally available to the market and is ‘price sensitive’. For example, where an individual is aware that the Company is about to sign a major agreement with another company, they should not buy securities in either the Company or the other company.

4.4. Exceptions

1. Key Management Personnel may at any time:

   1. acquire ordinary shares in the Company by conversion of securities giving a right of conversion to ordinary shares;

   2. acquire Company securities under a bonus issue made to all holders of securities of the same class;

   3. acquire Company securities under a dividend reinvestment, or top-up plan that is available to all holders or securities of the same class;

   4. acquire, or agree to acquire or exercise options under an employee incentive scheme (as that term is defined in the ASX Listing Rules);

   5. withdraw ordinary shares in the Company held on behalf of the Key Management Personnel in an employee incentive scheme (as that term is defined in the ASX Listing Rules) where the withdrawal is permitted by the rules of that scheme;

   6. acquire ordinary shares in the Company as a result of the exercise of options held under an employee option scheme;

   7. transfer securities of the Company already held into a superannuation fund or other saving scheme in which the restricted person is a beneficiary;

   8. make an investment in, or trade in units of, a fund or other scheme (other than a scheme only investing in the securities of the Company) where the assets of the fund or other scheme are invested at the discretion of a third party;

   9. where a restricted person is a trustee, trade in the securities of the Company by that trust, provided 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;

   10. undertake to accept, or accept, a takeover offer;

   11. trade 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;

   12. dispose of securities of the Company resulting from a secured lender exercising their rights, for example, under a margin lending arrangement;

   13. exercise (but not sell securities following exercise) an option or a right under an employee incentive scheme, or convert 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 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; or

   14. trade under a non-discretionary trading plan for which prior written clearance has been provided in accordance with procedures set out in this Policy.

2. In respect of any share or option plans adopted by the Company, it should be noted that it is not permissible to provide the exercise price of options by selling the shares acquired on the exercise of these options unless the sale of those shares occurs outside the periods specified in paragraph 4.1.

Were this is to occur at a time when the person possessed inside information, then the sale of Company securities would be a breach of insider trading laws, even though the person’s decision to sell was not influenced by the inside information that the person possessed and the person may not have made a profit on the sale. Where Company securities are provided to a lender as security by way of mortgage or charge, a sale that occurs under that mortgage or charge as a consequence of default would not breach insider trading laws.

4.5. Notification of periods when Key Management Personnel are not permitted to trade

The Company Secretary will endeavour to notify all Key Management Personnel of the times when they are not permitted to buy or sell the Company’s securities as set out in paragraph 4.1.

5. Approval and Notification Requirements

5.1. Approval requirements

1. Any Key Management Personnel (other than the Chairperson of the Board) wishing to buy, sell or exercise rights in relation to the Company’s securities must obtain the prior written approval of the Chairperson of the Board or the Board before doing so.

2. If the Chairperson of the Board wishes to buy, sell or exercise rights in relation to the Company’s securities, the Chairperson of the Board must obtain the prior approval of the Board before doing so.

5.2. Approvals to buy or sell securities

1. All requests to buy or sell securities as referred to in paragraph 5.1 must include the intended volume of securities to be purchased or sold and an estimated time frame for the sale or purchase.

2. Copies of written approvals must be forwarded to the Company Secretary prior to the approved purchase or sale transaction.

5.3. Notification

Subsequent to approval obtained in accordance with paragraphs 5.1 and 5.2, any Key Management Personnel who (or through his or her Associates) buys, sells, or exercises rights in relation to Company securities must notify the Company Secretary in writing of the details of the transaction within two (2) business days of the transaction occurring. This notification obligation operates at all times and includes applications for acquisitions of shares or options by employees made under employee share or option schemes and also applies to the acquisition of shares as a result of the exercise of options under an employee option scheme.

5.4. Key Management Personnel sales of securities

Key Management Personnel need to be mindful of the market perception associated with any sale of Company securities and possibly the ability of the market to absorb the volume of shares being sold. With this in mind, the management of the sale of any significant volume of Company securities (ie a volume that would represent a volume in excess of 10% of the total securities held by the seller prior to the sale, or a volume to be sold that would be in excess of 10% of the average daily traded volume of the shares of the Company on the ASX for the preceding 20 trading days) by a Key Management Personnel needs to be discussed with the Board and the Company’s legal advisers prior to the execution of any sale. These discussions need to be documented in the form of a file note, to be retained by the Company Secretary.

5.5. Exemption from Closed Periods restrictions due to exceptional circumstance

Key Management Personnel who are not in possession of inside information in relation to the Company, may be given prior written clearance by the Managing Director (or in the case of the Managing Director, by all other members of the Board) to sell or otherwise dispose of Company securities in a Closed Period where the person is in severe financial hardship or where there are exceptional circumstances as set out in this policy.

5.6. Severe financial hardship or exceptional circumstances

The determination of whether a Key Management Personnel is in severe financial hardship will be made by the Managing Director (or in the case of the Managing Director, by all other members of the Board).

A financial hardship or exceptional circumstances determination can only be made by examining all of the facts and if necessary obtaining independent verification of the facts from banks, accountants or other like institutions.

5.7. Financial hardship

Key Management Personnel may be in severe financial hardship if they have a pressing financial commitment that cannot be satisfied other than by selling the securities of the Company.

In the interests of an expedient and informed determination by the Managing Director (or all other members of the Board as the context requires), any application for an exemption allowing the sale of Company securities in a Closed Period based on financial hardship must be made in writing stating all of the facts and be accompanied by copies of relevant supporting documentation, including contact details of the person’s accountant, bank and other such independent institutions (where applicable).

Any exemption, if issued, will be in writing and shall contain a specified time period during which the sale of securities can be made.

5.8. Exceptional circumstances

Exceptional circumstances may apply to the disposal of Company securities by a Key Management Personnel if the person is required by a court order or a court enforceable undertaking (for example in a bona fide family settlement), to transfer or sell securities of the Company, or there is some other overriding legal or regulatory requirement to do so.

Any application for an exemption allowing the sale of Company securities in a Closed Period based on exceptional circumstances must be made in writing and be accompanied by relevant court and/or supporting legal documentation (where applicable).

Any exemption, if issued, will be in writing and shall contain a specified time period during which the sale of securities can be made.

6. ASX notification for Directors

The ASX Listing Rules require the Company to notify the ASX within 5 business days after any dealing in securities of the Company (either personally or through an Associate) which results in a change in the relevant interests of a Director in the securities of the Company. The Company has made arrangements with each Director to ensure that the Director promptly discloses to the Company Secretary all the information required by the ASX.

7. Effect of Compliance with this Policy

Compliance with these guidelines for trading in the Company’s securities does not absolve that individual from complying with the law, which must be the overriding consideration when trading in the Company’s securities.

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The Board determines the Company’s “risk profile” and is responsible for establishing, overseeing and approving the Company’s risk management framework, strategy and policies, internal compliance and internal control.

The Board has delegated to the audit and risk committee responsibility for implementing the risk management system.

The audit and risk committee will submit particular matters to the Board for its approval or review. Among other things it will:

1. oversee and periodically review the Company’s risk management framework, systems, practices and procedures to ensure effective risk identification and management and compliance with the risk appetite set by the Board, internal guidelines and external requirements;

2. assist management to determine whether it has any material exposure to environmental or social risks (as those terms are defined in the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations – 4^th Edition (Recommendations):

   1. if it does, how it manages, or intends to manage, those risks; and

   2. if it does not, report the basis for that determination to the Board, and where appropriate benchmark the Company’s environmental or social risk profile against its peers;

3. consider whether the Company has a material exposure to climate change risk;

4. assist management to determine the key risks to the businesses and prioritise work to manage those risks;

5. assess whether the Company is required to publish an integrated report or a sustainability report (as those terms are defined in the Recommendations in accordance with a recognised international standard); and

6. review reports by management on the efficiency and effectiveness of risk management and associated internal compliance and control procedures.

The Company’s process of risk management and internal compliance and control includes:

1. identifying and measuring risks that might impact upon the achievement of the Company’s goals and objectives, and monitoring the environment for emerging factors and trends that affect these risks;

2. formulating risk management strategies to manage identified risks, and designing and implementing appropriate risk management policies and internal controls; and

3. monitoring the performance of, and improving the effectiveness of, risk management systems and internal compliance and controls, including regular assessment of the effectiveness of risk management and internal compliance and control.

To this end, comprehensive practises are in place that are directed towards achieving the following objectives:

1. compliance with applicable laws and regulations;

2. preparation of reliable published financial information;

3. verifying the integrity of the Company’s periodic reports which are not audited or reviewed by an external auditor, to satisfy the Board that each periodic report is materially accurate, balanced and provides investors with appropriate information to make informed investment decisions; and

4. implementation of risk transfer strategies where appropriate eg insurance.

The responsibility for undertaking and assessing risk management and internal control effectiveness is delegated to management. Management is required to assess risk management and associated internal compliance and control procedures and report, at least annually, to the audit and risk committee.

The Board will review assessments of the effectiveness of risk management and internal compliance and control at least annually.

The Company must disclose at least annually whether the Board (or a committee of the Board) has completed a review of the Company’s risk management framework to satisfy itself that the framework:

1. continues to be sound;

2. ensures that the Company is operating with due regard to the risk appetite set by the Board; and

3. deals adequately with contemporary and emerging risks such as conduct risk, digital disruption, cyber-security, privacy and data breaches, sustainability and climate change.

The Company will disclose if it has any material exposure to environmental or social risks (as those terms are defined in the Recommendations) and, if it does, how it manages, or intends to manage, those risks.

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The Company must comply with continuous disclosure requirements arising from legislation and the ASX Listing Rules.

The general rule, in accordance with ASX Listing Rule 3.1, is that once the Company becomes aware of any information concerning it that a reasonable person would expect to have a material effect on the price of value or the Company’s securities, the Company must immediately disclose that information to the ASX.

The Company has in place written policies on information disclosure and relevant procedures for the preparation, verification and release of announcements and periodic corporate reports.

The focus of these policies and procedures is on continuous disclosure compliance providing clear, concise and effective disclosure and improving access to information for investors.

The Company Secretary is responsible for:

1. overseeing and co-ordinating disclosure of information to the relevant stock exchanges and shareholders; and

2. providing guidance to Directors and employees on disclosure requirements and procedures.

Price sensitive information is publicly released through ASX before it is disclosed to shareholders and market participants. Distribution of other information to shareholders and market participants is also managed through disclosure to the ASX. The importance of safeguarding the confidentiality of corporate information to avoid premature disclosure is paramount.

Information is posted on the Company’s website after the ASX confirms an announcement has been made, with the aim of making the information readily accessible to the widest audience.

If the ASX considers that there is, or is likely to be, a false market in the Company’s securities and asks the Company to give the ASX information to correct or prevent a false market, the Company must immediately give that information to the ASX. This obligation arises even if the Company considers that an exception to continuous disclosure obligation applies. All announcements (and media releases) must be:

1. prepared in compliance with ASX Listing Rules continuous disclosure requirements;

2. factual and not omit material information; and

3. expressed in a clear and objective manner to allow investors to assess the impact of the information when making investment decisions.

The Company’s protocol in relation to the review and release of ASX announcements (and media releases) is as follows:

1. All key announcements at the discretion of the Managing Director are to be circulated to and reviewed by all members of the Board.

2. All members of the Board are required to seek to provide their Managing Director (or in his/her absence, the Company Secretary) with verbal or written contribution of each key announcement, prior to its release. Where the urgency of the subject matter precludes reference to the full Board, an announcement within this category may be approved by the Directors who are available. It is specifically acknowledged that where a continuous disclosure obligation arises, disclosure cannot be delayed to accommodate the availability of Board members.

3. Any relevant parties named in the announcement should also be given the opportunity to review the announcement prior to its release, to confirm all information is factually correct.

4. All members of the Board will receive copies of all material market announcements promptly after they have been made.

Information is posted on the Company’s website after the ASX confirms an announcement has been made, with the aim of making the information readily accessible to the widest audience.

The Company Secretary is to maintain a copy of all announcements released.

The Company holds briefing sessions with analysts, investors and media groups. Only authorised Company spokespersons may conduct such sessions and all sessions will be conducted in accordance with the Company’s continuous disclosure obligations.

Any new and substantive investor or analyst presentation will be released on the ASX Market Announcements Platform ahead of the presentation. Where practicable, the Company should consider providing shareholders the opportunity to participate in such presentations.

All employees must ensure that they comply with the Company’s Code of Conduct and any other policies in respect of media contact and public comment.

The Board will monitor the content, effectiveness and implementation of this Policy on a regular basis. Any updates or improvements identified will be addressed as soon as possible.

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The nomination committee will arrange a performance evaluation of the Board, its committees, individual Directors and senior executives on an annual basis as appropriate. To assist in this process an independent advisor may be used.

The nomination committee will conduct an annual review of the role of the Board, assess the performance of the Board over the previous 12 months and examine ways of assisting the Board in performing its duties more effectively.

The review will include:

1. comparing the performance of the Board with the requirements of its charter;

2. examination of the Board’s interaction with management;

3. the nature of information provided to the Board by management;

4. management’s performance in assisting the Board to meet its objectives; and

5. an analysis of whether there is a need for existing Directors to undertake professional development.

A similar review may be conducted for each committee by the Board with the aim of assessing the performance of each committee and identifying areas where improvements can be made.

The remuneration committee will oversee the evaluation of the remuneration of the Company’s senior executives. This evaluation must be based on specific criteria, including the business performance of the Company and its subsidiaries, whether strategic objectives are being achieved and the development of management and personnel.

The Company must disclose, in relation to each financial year, whether or not the relevant annual performance evaluations have been conducted in accordance with the above processes.

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1. Role

The role of the environmental, social and governance committee is to assist the board of directors (Board) for Gullewa Limited (ACN 007 547 480) in monitoring and reviewing any matters pertaining to the management of activities to minimise adverse workforce, community or environmental impacts in accordance with the environmental, social and governance policy.

2. Composition

The Board will strive to adhere to the following composition requirements for the committee where at all possible. However, the Board acknowledges that the composition of the Board may not allow adherence to the following composition requirements from time to time.

1. The committee must comprise at least three members.

2. All members of the committee must be non-executive Directors.

3. A majority of the members of the committee must be independent non-executive Directors.

4. The Board will appoint members of the committee. The Board may remove and replace members of the committee by resolution.

5. The Chairman of the committee must not be the Chairman of the Board and must be independent.

3. Purpose

The primary purpose of the committee is to support and advise the Board in fulfilling its environmental, social and governance responsibilities by:

1. recognising its legal and other obligations to all legitimate stakeholders from time to time where and to the extent appropriate; and

2. managing its activities in a sustainable manner with respect to the company’s workforce, its communities and the environment.

4. Duties and responsibilities of the Committee

4.1. General Responsibilities

The committee will use all reasonable endeavours to understand the Company’s business and operations to assess whether the operating risks and sustainability issues, including any consequential financial risks faced by the Company, have been identified, ameliorated or that appropriate mitigation plans have been implemented.

The committee will ensure appropriate management practices and assurance methodologies are adopted to inform the Board of the adequacies and effectiveness of the specific requirements outlined in this Charter. This will include, but not be limited to, ensuring appropriate escalation of material risks is occurring for authorisation.

The committee will review and monitor a sample of significant incident investigations and corrective actions for quality and investigative veracity.

4.2. Social, Environmental and Governance Responsibility

In assisting the Board, the committee will use all reasonable endeavours to:

1. review and monitor the processes in place which are designed to ensure compliance with all Company social, environmental and governance policy;

2. review and monitor the risk management processes and standards to ensure that all material risks are identified, and that appropriate risk mitigation, controls and assurance processes are in place and effective;

3. monitor the adequacy of social, environmental and governance reporting systems for actual or potential incidents, breaches and trends;

4. review and monitor the environmental related contingency planning within the Company which are designed to ensure that all material environmental risks have appropriate contingency plans developed;

5. review and monitor the plans, activities and corrective actions in place which are designed to ensure that there is appropriate engagement with communities impacted by the Company’s operations; and

6. monitor relevant community perceptions of the Company as a consequence of its activities.

4.3. Risk Management

The committee will ensure management has established and operates a risk management system which is designed to:

1. identify, assess, monitor and manage operational risk;

2. establish an overall risk profile of the Company’s risks;

3. escalate risks to the appropriate level of the organisation dependant on materiality; and

4. in assisting the Board, the committee will use all reasonable endeavours to:

   1. liaise with the audit committee on risk management processes for the identification and management of material financial risks, these are the accountability of the audit committee;

   2. review any periodic risk management reports prepared by the executive management and present to the Board, the overall results of this assessment and updates as required;

   3. review and monitoring the operational contingency planning and assurance processes within the Company to ensure all material risks and critical systems and processes are identified and that appropriate contingency plans are in place and are effective; and

   4. periodically review the effectiveness and suitability of the risk management system.

4.4. Legal and Regulatory Compliance

The committee will:

1. review and monitor the Company’s policies, procedures and systems for detecting, reporting and preventing breaches of conduct, whistle-blowing, data breaches and bribery and corruption policies; and

2. in conjunction with the Board and audit committee, use all reasonable endeavours to monitor the Company’s compliance with:

   1. all relevant statutory and regulatory obligations; and

   2. all environmental licenses and permits.

5. Meetings

1. The committee will meet at least twice in each financial year and additionally as circumstances may require for it to undertake its role effectively.

2. Meetings are called by the Secretary as directed by the Board or at the request of the Chairman of the committee.

3. Where deemed appropriate by the Chairman of the committee, meetings and subsequent approvals and recommendations can be implemented by a circular written resolution or conference call.

4. A quorum shall consist of two members of the committee. In the absence of the Chairman of the committee or their nominees, the members shall elect one of their members as Chairman of that meeting.

5. Executive management and technical personnel are to attend committee meetings, or part thereof, as requested by the Chairman of the committee to provide required reports and presentations to the committee.

6. Decisions will be based on a majority of votes with the Chairman having a casting vote.

7. The Chairman of the committee, through the Secretary, will prepare a report of the actions of the committee to be included in the Board papers for the next Board meeting.

8. Minutes of each meeting are included in the papers for the next full Board meeting after each committee meeting.

6. Secretary

1. The Company Secretary or their nominee shall be the Secretary of the committee and shall attend meetings of the committee as required.

2. The Secretary will be responsible for keeping the minutes of meetings of the committee and circulating them to committee members and to the other members of the Board.

3. The Secretary shall distribute supporting papers for each meeting of the committee as far in advance as possible.

7. Reliance on information or professional or expert advice

Each member of the committee is entitled to rely on information, or professional or expert advice, to the extent permitted by law, given or prepared by:

1. an employee of the company group whom the member believes on reasonable grounds to be reliable and competent in relation to the matters concerned;

2. a professional adviser or expert in relation to matters that the member believes on reasonable grounds to be within the person’s professional or expert competence; or

3. another Director or officer of the Group in relation to matters within the Director’s or officer’s authority.

8. Review of Charter

1. The Board will conduct an annual review of the membership to ensure that the committee has carried out its functions in an effective manner, and will update this charter as required or as a result of new laws or regulations.

2. The charter shall be made available to members on request, to senior management, to the external auditor and to other parties as deemed appropriate and will be posted to the Company’s website.

9. Reporting

The Chairman of the committee shall report the findings and recommendations of the committee to the Board after each committee meeting. The minutes of all committee meetings shall be circulated to members of the Board.

All recommendations of the committee are to be referred to the Board for approval.

The committee is to review all major health, safety, environment or community issues as notified or otherwise advised by Executive Management at its next meeting and report on its findings and recommendations, if applicable, to the Board in accordance with standard reporting protocol of the committee.

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1. Role

The role of the nomination committee is to assist the Board in monitoring and reviewing any matters of significance affecting the composition of the Board and the team of executives as appointed by the Company, being the Executive Team. This charter defines the nomination committee’s function, composition, mode of operation, authority and responsibilities.

2. Composition

The Board will strive to adhere to the following composition requirements for the committee where at all possible. However, the Board acknowledges that the composition of the Board may not allow adherence to the following composition requirements from time to time.

1. The committee shall comprise at least three non-executive Directors, the majority of whom must be independent, one of whom will be appointed the Chairperson of the committee.

2. The Board may appoint additional non-executive Directors to the committee or remove and replace members of the committee by resolution.

3. Purpose

The primary purpose of the committee is to support and advise the Board in:

1. maintaining a Board that has an appropriate mix of skills, knowledge of the Company and the industry in which it operates and experience to be an effective decision-making body; and

2. ensuring that the Board is comprised of Directors who contribute to the successful management of the Company and discharge their duties having regard to the law and the highest standards of corporate governance.

4. Duties and Responsibilities of the Committee

1. Periodically review and consider the structure and balance of the Board and make recommendations regarding appointments, retirements and terms of office of Directors.

2. Make recommendations to the Board on the appropriate size and composition of the Board.

3. Identify and recommend to the Board candidates for the Board after considering the necessary and desirable competencies of new Board members to ensure the appropriate mix of skills and experience and after an assessment of how the candidates can contribute to the strategic direction of the Company.

4. Undertake appropriate checks before appointing a Director or senior executive or putting forward to security holders a candidate for election, as a Director, including checks in respect of character, experience, education, criminal record and bankruptcy history (as appropriate).

5. Ensure that all material information relevant to a decision on whether or not to elect or re-elect a Director will be provided to security holders in the Notice of Meeting containing the resolution to elect or re-elect a Director, including:

   1. biographical details (including relevant qualifications and experience and skills);

   2. details of any other material directorships currently held by the candidate;

   3. where standing as a Director for the first time, confirmation that the entity has conducted appropriate checks into the candidate’s background and experience and any material adverse information revealed by those checks, details of any interest, position or relationship that might materially influence their capacity to be independent and act in the best interests of the Company as a whole rather than in the interests of an individual shareholders or other party, and a statement whether the Board considers the candidate is considered to be independent;

   4. where standing for re-election as a Director, the term of office served by the Director and a statement whether the Board considers the candidate is considered to be independent; and

   5. a statement by the Board whether it supports the election or re-election of the candidate and a summary of the reasons why.

6. Ensure that each Director and senior executive is personally a party to a written agreement with the Company which sets out the terms of that Director’s or senior executive’s appointment. For these purposes, a senior executive is a member of key management personnel (as defined in the Corporations Act 2001 (Cth)), other than a Director. Where the Company engages a bona fide professional services firm to provide a chief financial officer, Company Secretary or other senior executive on an outsourced basis, the agreement may be between the entity and the professional services firm.

7. Ensure that Directors or senior executives who are provisionally appointed give an unequivocal undertaking to resign should the Company receive an outstanding check that it considers unsatisfactory.

8. Prepare and maintain a Board skills matrix setting out the measurable mix of skills and diversity that the Board currently has (or is looking to achieve) to ensure the Board has the skills to discharge its obligations effectively and to add value and to ensure the Board has the ability to deal with new and emerging business and governance issues. The Company must disclose this matrix in, or in conjunction with, its Annual Report.

9. Approve and review induction and continuing professional development programs and procedures for Directors to ensure that they can effectively discharge their responsibilities.

10. Assess and consider the time required to be committed by a non-executive Director to properly fulfil their duty to the Company and advise the Board.

11. Consider and recommend to the Board candidates for election or re-election to the Board at each annual shareholders’ meeting.

12. Review directorships in other public companies held by or offered to Directors and senior executives of the Company.

13. Review succession plans for the Board with a view to maintaining an appropriate balance of skills and experience on the Board.

14. Arrange an annual performance evaluation of the Board, its committee, individual Directors and senior executives as appropriate. Such review will include a consideration of the currency of each Director’s knowledge and skills and whether Director’s performance has been impacted by any other commitments.

5. Meetings

1. The committee will meet at least once a year and additionally as circumstances may require.

2. Meetings are called by the Secretary as directed by the Board or at the request of the Chairperson of the committee.

3. Where deemed appropriate by the Chairperson of the committee, meetings and subsequent approvals may be held or concluded by way of a circular written resolution or conference call.

4. A quorum shall comprise any two members of the committee. In the absence of the Chairperson of the committee or appointed delegate, the members shall elect one of their number as Chairperson of the committee.

5. Decisions will be based on a majority of votes with the Chairperson of the committee having a casting vote.

6. The committee may invite executive management team members or other individuals, including external third parties to attend meetings of the committee, as they consider appropriate.

6. Secretary

1. The Company Secretary or their nominee shall be the secretary of the committee (Secretary) and shall attend meetings of the committee as required.

2. The Secretary will be responsible for keeping the minutes of meetings of the committee and circulating them to committee members and to the other members of the Board.

3. The Secretary shall distribute supporting papers for each meeting of the committee as far in advance as possible.

7. Reliance on Information or Professional or Expert Advice

Each member of the committee is entitled to rely on information, or professional or expert advice, to the extent permitted by law, given or prepared by:

1. an employee of the Company and its subsidiaries (if any) (Group) whom the member believes on reasonable grounds to be reliable and competent in relation to the matters concerned;

2. a professional adviser or expert in relation to matters that the member believes on reasonable grounds to be within the person’s professional or expert competence; or

3. another Director or officer of the Group in relation to matters within the Director’s or officer’s authority.

8. Access to Advice

1. Members of the committee have rights of access to the books and records of the Company to enable them to discharge their duties as committee members, except where the Board determines that such access would be adverse to the Company’s interests.

2. The committee may consult independent experts to assist it in carrying out its duties and responsibilities. Any costs incurred as a result of the committee consulting an independent expert will be borne by the Company.

9. Review of Charter

1. The Board will conduct an annual review of the membership to ensure that the committee has carried out its functions in an effective manner and will update this charter as required or as a result of new laws or regulations.

2. This charter shall be made available to members on request, to senior management, to the external auditor and to other parties as deemed appropriate and will be posted to the Company’s website.

10. Reporting

1. The committee must report to the Board formally at the next Board meeting following from the last committee meeting on matters relevant to the committee’s role and responsibilities.

2. The committee must brief the Board promptly on all urgent and significant matters.

3. The Company must disclose the policies and practices regarding the nomination of non-executive directors, executive directors and other senior executives in, or in conjunction with, the Annual Report and as otherwise required by law.

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1. Role

The role of the remuneration committee is to assist the Board in monitoring and reviewing any matters of significance affecting the remuneration of the Board and employees of the Company. This charter defines the remuneration committee’s function, composition, mode of operation, authority and responsibilities.

2. Composition

The Board will strive to adhere to the following composition requirements for the committee where at all possible. However, the Board acknowledges that the composition of the Board may not allow adherence to the following composition requirements from time to time.

1. The committee shall comprise at least three Directors, the majority being independent non-executive Directors.

2. The committee will be chaired by an independent Director who will be appointed by the Board.

3. The Board may appoint such additional non-executive Directors to the committee or remove and replace members of the committee by resolution.

3. Purpose

The primary purpose of the committee is to support and advise the Board in fulfilling its responsibilities to shareholders by:

1. reviewing and approving the executive remuneration policy to enable the Company to attract and retain executives and Directors who will create value for shareholders;

2. ensuring that the executive remuneration policy demonstrates a clear relationship between key executive performance and remuneration;

3. recommending to the Board the remuneration of executive Directors;

4. fairly and responsibly rewarding executives having regard to the performance of the Company and its subsidiaries (if any) (Group), the performance of the executive and the prevailing remuneration expectations in the market without rewarding conduct that is contrary to the Company’s vales or risk appetite and having regard to the Company’s commercial interest in controlling expenses;

5. ensuring incentives for non-executive directors do not conflict with their obligation to bring an independent judgement to matters before the Board;

6. reviewing the Company’s recruitment, retention and termination policies and procedures for senior management;

7. reviewing and approving the remuneration of direct reports to the Managing Director, and as appropriate other senior executives; and

8. reviewing and approving any equity based plans and other incentive schemes.

4. Duties and Responsibilities

4.1. Executive Remuneration Policy

1. Review and approve the Group’s recruitment, retention and termination policies and procedures for senior executives to enable the Company to attract and retain executives and Directors who can create value for shareholders.

2. Review the on-going appropriateness and relevance of the executive remuneration policy and other executive benefit programs.

3. Ensure that remuneration policies fairly and responsibly reward executives having regard to the performance of the Company, the performance of the executive and prevailing remuneration expectations in the market without rewarding conduct that is contrary to the Company’s vales or risk appetite and having regard to the Company’s commercial interest in controlling expenses.

4.2. Executive Directors and Senior Management

1. Consider and make recommendations to the Board on the remuneration for each executive Director (including base pay, incentive payments, equity awards, retirement rights, service contracts) having regard to the executive remuneration policy.

2. Review and approve the proposed remuneration (including incentive awards, equity awards and service contracts) for the direct reports of the Managing Director. As part of this review the committee will oversee an annual performance evaluation of the senior Executive Team. This evaluation is based on specific criteria, including the business performance of the Company and its subsidiaries, whether strategic objectives are being achieved and the development of management and personnel.

3. Approve changes to the remuneration or contract terms of executive Directors and direct reports to the Managing Director.

4. Approve termination payments to executive Directors or direct reports to the Managing Director. Termination payments to other departing executives should be reported to the committee at its next meeting.

4.3. Executive Incentive Plans (including Equity Based Plans)

1. Review and approve the design of any executive incentive plans (Plans).

2. Ensuring incentives for non-executive directors do not conflict with their obligation to bring an independent judgement to matters before the Board.

3. Review and approve any Plans that may be introduced in light of legislative, regulatory and market developments.

4. For each Plan, determine each year whether awards will be made under that Plan.

5. Review and approve total proposed awards under each Plan.

6. In addition to considering awards to executive Directors and direct reports to the Managing Director, review and approve proposed awards under each Plan on an individual basis for executives as required under the rules governing each Plan or as determined by the committee.

7. Review, approve and keep under review performance hurdles for each Plan.

8. Review, manage and disclose the policy (if any) under which participants to a Plan may be permitted (at the discretion of the Company) to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the Plan.

4.4. Other

The committee shall perform other duties and activities that it or the Board considers appropriate.

5. Meetings

1. The committee will meet at least once per year and additionally as circumstances may require.

2. Meetings are called by the Secretary as directed by the Board or at the request of the Chairperson of the committee.

3. A quorum shall comprise any two members of the committee. In the absence of the Chairperson of the committee or appointed delegate, the members shall elect one of their members as Chairperson.

4. Where deemed appropriate by the Chairperson of the committee, meetings and subsequent approvals may be held or concluded by way of a circular written resolution or a conference call.

5. Decisions will be based on a majority of votes with the Chairperson of the committee having the casting vote.

6. The committee may invite any executive management team members or other individuals, including external third parties, to attend meetings of the committee, as they consider appropriate.

6. Secretary

1. The Company Secretary or their nominee shall be the Secretary of the committee, and shall attend meetings of the committee as required.

2. The Secretary will be responsible for keeping the minutes of meeting of the committee and circulating them to committee members and to the other members of the Board.

3. The Secretary shall distribute supporting papers for each meeting of the committee as far in advance as possible.

7. Reliance on Information or Professional or Expert Advice

Each member of the committee is entitled to rely on information, or professional or expert advice, to the extent permitted by law, given or prepared by:

1. an employee of the Group whom the member believes on reasonable grounds to be reliable and competent in relation to the matters concerned;

2. a professional adviser or expert in relation to matters that the member believes on reasonable grounds to be within the person’s professional or expert competence; or

3. another Director or officer of the Group in relation to matters within the Director’s or officer’s authority.

8. Access to Advice

1. Members of the committee have a right to access the books and records of the Company to enable them to discharge their duties as committee members, except where the Board determines that such access would be adverse to the Company’s interests.

2. The committee may consult independent experts to assist it in carrying out its duties and responsibilities. Any costs incurred as a result of the committee consulting an independent expert will be borne by the Company.

9. Review of Charter

The Board will conduct an annual review of the membership to ensure that the committee has carried out its functions in an effective manner, and will update this charter as required or as a result of new laws or regulations.

The charter shall be made available to members on request, to senior management, to the external auditor and to other parties as deemed appropriate and will be posted to the Company’s website.

10. Reporting

1. The committee must report to the Board formally at the next Board meeting following from the last committee meeting on matters relevant to the committee’s role and responsibilities.

2. The committee must brief the Board promptly on all urgent and significant matters.

3. The Company must disclose the policies and practices regarding the remuneration of non-executive directors, executive directors and other senior executives in the Annual Report and as otherwise required by law.

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1. Role

The role of the audit and risk committee is to assist the Board in monitoring and reviewing any matters of significance affecting financial reporting and compliance. This charter sets risk parameters and defines the audit and risk committee’s function, composition, mode of operation, authority and responsibilities.

2. Composition

The Board will strive to adhere to the following composition requirements for the committee where at all possible. However, the Board acknowledges that the composition of the Board may not allow adherence to the following composition requirements from time to time.

1. The committee must comprise at least three members.

2. All members of the committee must be non-executive Directors.

3. A majority of the members of the committee must be independent non-executive Directors in accordance with the criteria set out in Annexure A.

4. The Board will appoint members of the committee. The Board may remove and replace members of the committee by resolution.

5. All members of the committee must be able to read and understand financial statements.

6. The Chairperson of the committee must not be the Chairperson of the Board and must be independent.

7. The Chairperson of the committee shall have leadership experience and a strong finance, accounting or business background.

8. The external auditors, the other Directors, the Managing Director, Chief Financial Officer, Company Secretary and senior executives, may be invited to committee meetings at the discretion of the committee.

3. Purpose

The primary purpose of the committee is to assist the Board in fulfilling its statutory and fiduciary responsibilities relating to:

1. the quality and integrity of the Company’s financial statements, accounting policies and financial reporting and disclosure practices;

2. compliance with all applicable laws, regulations and Company policy;

3. the effectiveness and adequacy of internal control processes;

4. the performance of the Company’s external auditors and their appointment and removal;

5. the independence of the external auditor and the rotation of the lead engagement partner;

6. the identification and management of business, economic, environmental, climate-related and social sustainability risks; and

7. the review of the Company’s risk management framework at least annually to satisfy itself that it continues to be sound and to determine whether there have been any changes in the material business risks the Company faces and to ensure that they remain within the risk appetite set by the Board.

A secondary function of the committee is to perform such special reviews or investigations as the Board may consider necessary.

4. Duties and Responsibilities of the Committee

4.1. Review of Financial Reports

1. Review the appropriateness of the accounting principles adopted by management in the financial reports and the integrity of the Company’s financial reporting.

2. Oversee the financial reports and the results of the external audits of those reports.

3. Assess whether external reporting is adequate for shareholder needs.

4. Assess management processes supporting external reporting.

5. Establish procedures for treatment of accounting complaints.

6. Review the impact of any proposed changes in accounting policies on the financial statements.

7. Review the quarterly, half yearly and annual results.

8. Establish procedures for verifying the integrity of the Company’s periodic reports which are not audited or reviewed by an external auditor, to satisfy the Board that each periodic report is materially accurate, balanced and provides investors with appropriate information to make informed investment decisions.

9. Ensure that, before the Board approves the Company’s financial statements for a financial period, the Chief Executive Officer and Chief Financial Officer (or, if none, the person(s) fulfilling those functions) have declared that, in their opinion, the financial records of the Company have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the Company and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

4.2. Relationship with External Auditors

1. Recommend to the Board procedures for the selection and appointment of external auditors and for the rotation of external auditor partners.

2. Review performance, succession plans and rotation of lead engagement partner.

3. Approve the external audit plan and fees proposed for audit work to be performed.

4. Discuss any necessary recommendations to the Board for the approval of quarterly, half yearly or Annual Reports.

5. Review the adequacy of accounting and financial controls together with the implementation of any recommendations of the external auditor in relation thereto.

6. Meet with the external auditors at least twice in each financial year and at any other time the committee considers appropriate.

7. Provide pre-approval of audit and non-audit services that are to be undertaken by the external auditor.

8. Ensure adequate disclosure as may be required by law of the committee’s approval of all non-audit services provided by the external auditor.

9. Ensure that the external auditor prepares and delivers an annual statement as to their independence which includes details of all relationships with the Company.

10. Receive from the external auditor their report on, among other things, critical accounting policies and alternative accounting treatment, prior to the filing of their audit report in compliance with the Corporations Act 2001 (Cth).

11. Ensure that the external auditor attends the Company’s Annual General Meeting and is available to answer questions from security holders relevant to the audit.

4.3. Internal Audit Function

1. Monitor and periodically review the need for a formal internal audit function and its scope.

2. Assess the performance and objectivity of any internal audit procedures that may be in place.

3. Ensure any formal internal audit function is headed by a suitably qualified person who shall have a direct reporting line to the Board or the committee, and bring the requisite degree of skill, independence and objectivity to the role.

4. If the Company does any formal internal audit function, assess the performance and objectivity of the Company’s processes for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes.

5. Review risk management and internal compliance procedures.

6. Monitor the quality of the accounting function.

7. Review the internal controls of the Company via consideration of any comments from the Company’s internal and/or external auditors and/or commissioning an independent report on the Company’s internal controls.

4.4. Risk Management.

1. Oversee the Company’s risk management systems, practices and procedures to ensure effective risk identification and management and compliance with internal guidelines and external requirements.

2. Assess whether the Company has any potential or apparent exposure to environmental or social risks and if it does, put in place management systems, practices and procedures to manage those risks.

3. Where the Company does not have material exposure to environmental or social risks, report the basis for that determination to the Board and where appropriate, benchmark the Company’s environmental or social risk profile against its peers.

4. Assess whether the Company is required to publish an integrated report or a sustainability report in accordance with a recognised international standard.

5. Consider whether the Company has a material exposure to climate change risk.

6. Review the Company’s risk management framework at least annually to satisfy itself that the framework:

   1. continues to be sound;

   2. ensures that the Company is operating with due regard to the risk appetite set by the Board; and

   3. deals adequately with contemporary and emerging risks such as conduct risk, digital disruption, cyber-security, privacy and data breaches, sustainability and climate change.

7. Review reports by management on the efficiency and effectiveness of the Company’s risk management framework and associated internal compliance and control procedures.

4.5. Other

1. The committee will oversee the Company’s environmental risk management, social risk management and occupational health and safety processes.

2. The committee will oversee procedures for whistleblower protection.

3. The committee will oversee procedures for countering bribery and corruption.

4. As contemplated by the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations – 4^(th) Edition, and to the extent that such deviation or waiver does not result in any breach of the law, the committee may approve any deviation or waiver from the “Corporate code of conduct”. Any such waiver or deviation will be promptly disclosed where required by applicable law.

5. Monitor related party transactions.

5. Meetings

1. The committee will meet at least twice in each financial year and additionally as circumstances may require for it to undertake its role effectively.

2. Meetings are called by the Secretary as directed by the Board or at the request of the Chairperson of the committee.

3. Where deemed appropriate by the Chairperson of the committee, meetings and subsequent approvals and recommendations can be implemented by a circular written resolution or conference call.

4. A quorum shall consist of two members of the committee. In the absence of the Chairperson of the committee or their nominees, the members shall elect one of their members as Chairperson of that meeting.

5. Decisions will be based on a majority of votes with the Chairperson having a casting vote.

6. The Chairperson of the committee, through the Secretary, will prepare a report of the actions of the committee to be included in the Board papers for the next Board meeting.

7. Minutes of each meeting are included in the papers for the next full Board meeting after each committee meeting.

6. Secretary

1. The Company Secretary or their nominee shall be the Secretary of the committee and shall attend meetings of the committee as required.

2. The Secretary will be responsible for keeping the minutes of meetings of the committee and circulating them to committee members and to the other members of the Board.

3. The Secretary shall distribute supporting papers for each meeting of the committee as far in advance as possible.

7. Reliance on Information or Professional or Expert Advice

Each member of the committee is entitled to rely on information, or professional or expert advice, to the extent permitted by law, given or prepared by:

1. an employee of the Company and its subsidiaries (if any) (Group) whom the member believes on reasonable grounds to be reliable and competent in relation to the matters concerned;

2. a professional adviser or expert in relation to matters that the member believes on reasonable grounds to be within the person’s professional or expert competence; or

3. another Director or officer of the Group in relation to matters within the Director’s or officer’s authority.

8. Access to Advice

1. Members of the committee have rights of access to management and to the books and records of the Company to enable them to discharge their duties as committee members, except where the Board determines that such access would be adverse to the Company’s interests.

2. Members of the committee may meet with the auditors, both internal and external, without management being present.

3. Members of the committee may consult independent legal counsel or other advisers they consider necessary to assist them in carrying out their duties and responsibilities, subject to prior consultation with the Chairperson of the committee. Any costs incurred as a result of the committee consulting an independent expert will be borne by the Company.

9. Review of Charter

1. The Board will conduct an annual review of the membership to ensure that the committee has carried out its functions in an effective manner and will update this charter as required or as a result of new laws or regulations.

2. This charter shall be made available to members on request, to senior management, to the external auditor and to other parties as deemed appropriate and will be posted to the Company’s website.

10. Report to the Board

1. The committee must report to the Board formally at the next Board meeting following from the last committee meeting on matters relevant to the committee’s role and responsibilities.

2. The committee must brief the Board promptly on all urgent and significant matters.

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