## Corporate Governance 

Corporate governance is the system by which companies are directed and managed. It in fl  uences how the objectives of the Company are set and achieved, how risk is monitored and assessed, and how performance is optimised. Good corporate governance structures encourage companies to create value (through entrepreneurism, innovation, development and exploration) and provide accountability and control systems commensurate with the risks involved. 

Good corporate governance will evolve with the changing circumstances of a company and must be tailored to meet these circumstances. 

The Company’s Board and management are committed to a high standard of corporate governance practices, ensuring that the Company complies with the Corporations Act 2001, Australian Stock Exchange Listing Rules, Company Constitution and other applicable laws and regulations. However, at this stage of the Company’s corporate development, implementation of the ASX Corporate Governance Council ten core principles, whilst supported, is not practical in every detail given the modest size and simplicity of the business. 

The core principles are noted as follows: 

The core principles are establishment of the role of the Board, its composition (with a balance of skills, experience and independence appropriate to the nature and extent of operations), and the need for integrity (among those who in fl  uence strategy and fi  nancial performance, together with responsible and ethical decision-making). Presenting the Company’s fi  nancial and non- fi  nancial position requires processes that safeguard, both internally and externally, the integrity of company reporting and its provision in a timely and balanced manner. The rights of Company shareholders must be recognised and upheld. Risk must be managed through effective oversight and internal control. Board and management effectiveness must be encouraged. Remuneration must attract and maintain talented and motivated directors and employees with a clear relationship to corporate and individual performance. 

And fi  nally, the legitimate interests of all stakeholders must be recognised. 

The details of the current and evolving corporate governance practices are described. 

## Board of Directors 

## Role of the Board 

The Board has the responsibility of protecting the rights and interests of shareholders and enhancement of long-term shareholder value. 

To ful fi  l this role, the Board is responsible for: 

• the corporate governance of the Company; 

• the overall strategic direction and leadership of the Company; 

• approving and monitoring management implementation of objectives and strategies; and 

• reviewing the performance against stated objectives by receiving regular management reports on the business situation, opportunities and risks. 

## Structure of the Board 

At the date of this report the Company has a four member Board three of whom are independent non-executive directors, including the Chairman. 

Board members should possess complementary business disciplines and experience aligned with the Company objectives. The experience of directors is noted in the Directors’ Report. 

The Board recently determined to temporarily suspend the functions of its Audit Committee and Remuneration Committee in favour of the full Board performing these functions. 

The Company will give consideration at an appropriate juncture in the Company’s development, for the creation of a Nomination Committee. 

None of the directors has a trading relationship with the Company or a con fl  ict of interest in any business or relationship which could, or could reasonably be perceived to, materially interfere with the director’s ability to act in the best interests of the Company, noting that Mr Tuten is the representative of major shareholder RCF Management L.L.C. 

## Audit Processes and Policies 

The Board is responsible for the establishment and maintenance of a framework of internal control and policies and procedures designed to safeguard company assets and to maintain the integrity of fi  nancial reporting. 

These responsibilities include:- 

• reviewing and approving the annual fi  nancial reports, the half yearly fi  nancial report and all other fi  nancial information distributed externally; 

