## 2. THE BOARD OF DIRECTORS (CONTINUED) 

Directors of Metals X Limited are considered to be independent when they are independent of management and free from any business or other relationship that could materially interfere with, or could reasonably be perceived to materially interfere with, the exercise of their unfettered and independent judgement. 

In making this assessment, the Board considers all relevant facts and circumstances. Relationships that the Board will take into consideration when assessing independence are whether a Director: 

• is a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a substantial shareholder of the Company; 

• is employed, or has previously been employed in an executive capacity by the Company or another group member, and there has not been a period of at least three years between ceasing such employment and serving on the Board; 

• has within the last three years been a principal of a material professional advisor or a material consultant to the Company or another group member, or an employee materially associated with the service provided; 

• is a material supplier or customer of the Company or other group member, or an officer of or otherwise associated directly or indirectly with a material supplier or customer; or 

• has a material contractual relationship with the Company or another group member other than as a Director. 

The Company does not comply with ASX Recommendation 2.1, there is a majority of non-executive Directors but there is not a majority of independent Directors on the Board. In accordance with the definition of independence above, none of the Directors of the Company are considered to be independent. 

The Board believes that the Company is not of sufficient size to warrant the inclusion of more independent non- executive Directors in order to meet the ASX recommendation of maintaining a majority of independent non- executive Directors. The Company maintains a mix of Directors from different backgrounds with complementary skills and experience. 

In recognition of the importance of independent views and the Board’s role in supervising the activities of management the Chairman must be a non-executive director. 

## 2(f) Avoidance of conflicts of interest by a Director 

In order to ensure that any interests of a Director in a particular matter to be considered by the Board are known by each Director, each Director is required by the Company to disclose any relationships, duties or interests held that may give rise to a potential conflict. Directors are required to adhere strictly to constraints on their participation and voting in relation to any matters in which they may have an interest. 

## 2(g) Board access to information and independent advice 

Directors are able to access members of the management team at any time to request relevant information. 

There are procedures in place, agreed by the board, to enable Directors, in furtherance of their duties, to seek independent professional advice at the Company’s expense. 

## 2(h) Review of Board performance 

The performance of the board and each of its committees is reviewed regularly by the Chairman. The Chairman conducts performance evaluations which involve an assessment of each board member’s performance against specific and measurable qualitative and quantitative performance criteria. The performance criteria against which directors and executives are assessed is aligned with the financial and non-financial objectives of Metals X Limited. Directors whose performance is consistently unsatisfactory may be asked to retire. 

The performance of each committee is against the requirements of their respective charters. 

