Corporate Governance Statement - Appendix 4G
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Released
Announcement PDF
ASX Listing Rules Appendix 4G Page 1
Rules 4.7.3 and 4.10.3
Appendix 4G
Key to Disclosures
Corporate Governance Council Principles and Recommendations
Name of entity
Brazilian Critical Minerals Limited
ABN/ARBN Financial year ended:
82 089 221 634 30 June 2026
Our corporate governance statement1 for the period above can be found at:
This URL on our
website:
www.braziliancriticalminerals.com/company/corporate-governance
The Corporate Governance Statement is accurate and up to date as at 27 September 2026 and has
been approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located.3
Date: 27 September 2026
Name of authorised officer
authorising lodgement:
Board of Directors
1 “Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which
discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during
a particular reporting period.
Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a
corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a
statement is located. The corporate governance statement must disclose the extent to which the entity has followed the
recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a
recommendation for any part of the reporting period, its corporate governance statement must separately identify that
recommendation and the period during which it was not followed and state its reasons for not following the recommendation and
what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.
Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual
report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with
ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of
Listing Rule 4.10.3.
Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual
report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance
disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s
recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of
Listing Rule 4.10.3.
The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve
ASX Listing Rules Appendix 4G Page 1
different purposes and an entity must produce each of them separately.
2 Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where
your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
3 Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not
applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and
you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection.
See notes 4 and 5 below for further instructions on how to complete this form.
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
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ASX Listing Rules Appendix 4G
ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES
Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should have and disclose a board charter setting
out:
(a) the respective roles and responsibilities of its board and
management; and
(b) those matters expressly reserved to the board and those
delegated to management.
The Company has adopted a Board Charter setting out the roles and
responsibilities at:
www.braziliancriticalminerals.com/company/corporate-governance
1.2 A listed entity should:
(a) undertake appropriate checks before appointing a director or
senior executive or putting someone forward for election as
a director; and
(b) provide security holders with all material information in its
possession relevant to a decision on whether or not to elect
or re-elect a director.
The Company has a policy for undertaking background checks on
new executives prior to appointment.
The annual report and notice of meetings contain all relevant
information about directors.
The Policy can be found at:
www.braziliancriticalminerals.com/company/corporate-governance
1.3 A listed entity should have a written agreement with each director
and senior executive setting out the terms of their appointment.
The Company has a policy for ensuring appropriate agreements are
in place under the Remuneration and Nomination Committee Charter
The Charter can be found at:
www.braziliancriticalminerals.com/company/corporate-governance
1.4 The company secretary of a listed entity should be accountable
directly to the board, through the chair, on all matters to do with
the proper functioning of the board.
The Company Secretary is accountable to the board under the Board
charter. The Charter can be found at:
www.braziliancriticalminerals.com/company/corporate-governance
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
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ASX Listing Rules Appendix 4G
1.5 A listed entity should:
(a) have and disclose a diversity policy;
(b) through its board or a committee of the board set
measurable objectives for achieving gender diversity in the
composition of its board, senior executives and workforce
generally; and
(c) disclose in relation to each reporting period:
(1) the measurable objectives set for that period to
achieve gender diversity;
(2) the entity’s progress towards achieving those
objectives; and
(3) either:
(A) the respective proportions of men and women
on the board, in senior executive positions and
across the whole workforce (including how the
entity has defined “senior executive” for these
purposes); or
(B) if the entity is a “relevant employer” under the
Workplace Gender Equality Act, the entity’s
most recent “Gender Equality Indicators”, as
defined in and published under that Act.
If the entity was in the S&P / ASX 300 Index at the
commencement of the reporting period, the measurable objective
for achieving gender diversity in the composition of its board
should be to have not less than 30% of its directors of each
gender within a specified period.
The Company has adopted a diversity policy.
The Diversity Policy can be found at:
www.braziliancriticalminerals.com/company/corporate-governance
However, the Company is in the process of formulating its
measurable objectives.
All board members are males.
1.6 A listed entity should:
(a) have and disclose a process for periodically evaluating the
performance of the board, its committees and individual
directors; and
(b) disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.
The Company has adopted a process for the performance
evaluation of the board and directors.
A performance review was conducted during the year.
The Performance Evaluation Policy can be found at:
www.braziliancriticalminerals.com/company/corporate-governance
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Key to Disclosures Corporate Governance Council Principles and Recommendations
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ASX Listing Rules Appendix 4G
1.7 A listed entity should:
(a) have and disclose a process for evaluating the performance
of its senior executives at least once every reporting period;
and
(b) disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.
The Company has adopted a process for the evaluation of
executives under the Remuneration and Nomination Committee
Charter.
The Managing Director performs informal reviews of senior
executives.
The Policy can be found at:
www.braziliancriticalminerals.com/company/corporate-governance
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1 The board of a listed entity should:
(a) have a nomination committee which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b) if it does not have a nomination committee, disclose that
fact and the processes it employs to address board
succession issues and to ensure that the board has the
appropriate balance of skills, knowledge, experience,
independence and diversity to enable it to discharge its
duties and responsibilities effectively.
The Company has adopted a Remuneration and Nomination
Committee Charter.
Due to the size of the Board, the Company does not have a
separate nomination committee. The roles and
responsibilities of a nomination committee are currently
undertaken by the full Board.
Andrew Reid is not considered independent as he holds the
position of Managing Director.
Jeremy Robinson and Nicholas Holthouse are considered
independent
The Charter can be found at:
www.braziliancriticalminerals.com/company/corporate-governance
2.2 A listed entity should have and disclose a board skills matrix
setting out the mix of skills that the board currently has or is
looking to achieve in its membership.
The Company has disclosed the skills of each Board member in
the annual report.
A review of the Board’s skills was also completed informally during
the year.
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ASX Listing Rules Appendix 4G
2.3 A listed entity should disclose:
(a) the names of the directors considered by the board to be
independent directors;
(b) if a director has an interest, position, affiliation or
relationship of the type described in Box 2.3 but the board
is of the opinion that it does not compromise the
independence of the director, the nature of the interest,
position or relationship in question and an explanation of
why the board is of that opinion; and
(c) the length of service of each director.
The role of each director is set out in the Annual report.
Mr Robinson was appointed as Non-Executive Director on 25
August 2023 and is considered independent. Mr Robinson was
appointed chairman on 27 February 2024.
Mr Holthouse was appointed as Non-Executive Director on 29 May
2025 and is considered independent.
Mr Andrew Reid was appointed Managing Director on 25 March
2024 and is not deemed independent due to his position as an
executive director.
2.4 A majority of the board of a listed entity should be independent
directors.
The Company has a majority of independent directors with
Jeremy Robinson and Nicholas Holthouse regarded as
independent Non-Executive Directors.
2.5 The chair of the board of a listed entity should be an
independent director and, in particular, should not be the same
person as the CEO of the entity.
Mr Robinson is an Independent Chairperson.
The Managing Director position is held by Mr Andrew Reid.
2.6 A listed entity should have a program for inducting new
directors and for periodically reviewing whether there is a need
for existing directors to undertake professional development to
maintain the skills and knowledge needed to perform their role
as directors effectively.
The Company has adopted a process for the induction of
executives under the Remuneration and Nomination Committee
Charter.
Directors are encouraged to undertake professional development at
the Company’s expense.
The Charter can be found at:
www.braziliancriticalminerals.com/company/corporate-governance
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
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ASX Listing Rules Appendix 4G
Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1 A listed entity should articulate and disclose its values. The Company has a statement of values.
The Statement can be found at:
www.braziliancriticalminerals.com/company/corporate-governance
3.2 A listed entity should:
(a) have and disclose a code of conduct for its directors,
senior executives and employees; and
(b) ensure that the board or a committee of the board is
informed of any material breaches of that code by a
director or senior executive; and
(2) any other material breaches of that code that call into
question the culture of the organisation.
The Company has a Code of Conduct.
The Statement can be found at:
www.braziliancriticalminerals.com/company/corporate-governance
3.3 A listed entity should:
(a) have and disclose a whistleblower policy; and
(b) ensure that the board or a committee of the board is
informed of any material incidents reported under that
policy.
The Company has a Whistleblower Policy.
The Statement can be found at:
www.braziliancriticalminerals.com/company/corporate-governance
3.4 A listed entity should:
(a) have and disclose an anti-bribery and corruption policy;
and
(b) ensure that the board or committee of the board is
informed of any material breaches of that policy.
The Company has an Anti-Bribery and Corruption Policy.
The Statement can be found at:
www.braziliancriticalminerals.com/company/corporate-governance
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
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ASX Listing Rules Appendix 4G
Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1 The board of a listed entity should:
(a) have an audit committee which:
(1) has at least three members, all of whom are non-
executive directors and a majority of whom are
independent directors; and
(2) is chaired by an independent director, who is not
the chair of the board,
and disclose:
(3) the charter of the committee;
(4) the relevant qualifications and experience of the
members of the committee; and
(5) in relation to each reporting period, the number of
times the committee met throughout the period and
the individual attendances of the members at those
meetings; or
(b) if it does not have an audit committee, disclose that fact
and the processes it employs that independently verify
and safeguard the integrity of its corporate reporting,
including the processes for the appointment and removal
of the external auditor and the rotation of the audit
engagement partner.
The Company has adopted an Audit Charter.
Due to the size of the board, the Company does not have an
Audit Committee. This function is currently performed by the
board.
Jeremy Robinson and Nicholas Holthouse are regarded as
independent Non-Executive Directors.
The Charter can be found at:
www.braziliancriticalminerals.com/company/corporate-governance
4.2 The board of a listed entity should, before it approves the
entity’s financial statements for a financial period, receive from
its CEO and CFO a declaration that, in their opinion, the
financial records of the entity 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 entity and that the
opinion has been formed on the basis of a sound system of risk
The Company receives a declaration from the Managing Director
and the CFO under Section 295A.
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Key to Disclosures Corporate Governance Council Principles and Recommendations
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ASX Listing Rules Appendix 4G
management and internal control which is operating effectively.
4.3 A listed entity should disclose its process to verify the integrity
of any periodic corporate report it releases to the market that is
not audited or reviewed by an external auditor.
The Company has a process where the reports are prepared by the
Managing Director and/or the Chief Financial Officer equivalent,
and then reviewed by the Company Secretary before the Board
approves therelease to the ASX.
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should have and disclose a written policy for
complying with its continuous disclosure obligations under
listing rule 3.1.
The Company has adopted a Continuous Disclosure Policy.
The Statement can be found at:
www.braziliancriticalminerals.com/company/corporate-governance
5.2 A listed entity should ensure that its board receives copies of all
material market announcements promptly after they have been
made.
Any announcement is drafted by the appropriate department then
reviewed by the Company Secretary before board approval. The
announcement is then released to the ASX.
5.3 A listed entity that gives a new and substantive investor or
analyst presentation should release a copy of the presentation
materials on the ASX Market Announcements Platform ahead
of the presentation.
All investor presentations with any new information are released to
the ASX ahead of any meeting.
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about itself and its
governance to investors via its website.
Appropriate information can be found at:
www.braziliancriticalminerals.com/company/corporate-governance
6.2 A listed entity should have an investor relations program that
facilitates effective two-way communication with investors.
The Company has adopted a Shareholder Communication Policy.
The Statement can be found at:
www.braziliancriticalminerals.com/company/corporate-governance
6.3 A listed entity should disclose how it facilitates and encourages
participation at meetings of security holders.
All shareholders are encouraged to ask questions and given the
opportunity to ask questions at each security holder meeting.
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
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ASX Listing Rules Appendix 4G
6.4 A listed entity should ensure that all substantive resolutions at a
meeting of security holders are decided by a poll rather than by
a show of hands.
All resolutions dealing with ASX Listing Rule issues are decided
based on a poll.
6.5 A listed entity should give security holders the option to receive
communications from, and send communications to, the entity
and its security registry electronically.
All shareholders are offered electronic communications.
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1 The board of a listed entity should:
(a) have a committee or committees to oversee risk, each of
which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b) if it does not have a risk committee or committees that
satisfy (a) above, disclose that fact and the processes it
employs for overseeing the entity’s risk management
framework.
The Company has adopted a Risk Committee Charter.
Due to the size of the board, the Company does not have an
Risk Committee. This function is currently performed by the
board.
Jeremy Robinson and Nicholas Holthouse are regarded as
independent Non-Executive Directors.
The Charter can be found at:
www.braziliancriticalminerals.com/company/corporate-governance
7.2 The board or a committee of the board should:
(a) review the entity’s risk management framework at least
annually to satisfy itself that it continues to be sound and
that the entity is operating with due regard to the risk
appetite set by the board; and
(b) disclose, in relation to each reporting period, whether
such a review has taken place.
Under the audit and risk management charter, a review is carried out
annually.
The Company also maintains a Corporate Risk Register which is
presented to the Board.
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Key to Disclosures Corporate Governance Council Principles and Recommendations
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ASX Listing Rules Appendix 4G
7.3 A listed entity should disclose:
(a) if it has an internal audit function, how the function is
structured and what role it performs; or
(b) if it does not have an internal audit function, that fact and
the processes it employs for evaluating and continually
improving the effectiveness of its governance, risk
management and internal control processes.
The Company employs a Chief Financial Officer from an
independent consulting firm who prepares the Company’s accounts.
This is then reviewed by the Managing Director, and board
members. The Accounts are also review by an external auditor.
Management maintains a Corporate Risk Register which is
presented to the Board.
7.4 A listed entity should disclose whether it has any material
exposure to environmental or social risks and, if it does, how it
manages or intends to manage those risks.
The Company has environmental exposure when it conducts
exploration works. The Company hires competent experts to reduce
the risks associated with environmental damage.
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1 The board of a listed entity should:
(a) have a remuneration committee which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b) if it does not have a remuneration committee, disclose
that fact and the processes it employs for setting the level
and composition of remuneration for directors and senior
executives and ensuring that such remuneration is
appropriate and not excessive.
The Company has adopted a Remuneration and Nomination
Committee Charter.
Due to the size of the board, the Company does not have a
remuneration Committee. This function is currently
performed by the board.
Jeremy Robinson and Nicholas Holthouse are regarded as
independent Non-Executive Directors.
The Charter can be found at:
www.braziliancriticalminerals.com/company/corporate-governance
8.2 A listed entity should separately disclose its policies and
practices regarding the remuneration of non-executive directors
and the remuneration of executive directors and other senior
executives.
Each director is paid a fixed remuneration as stated in the Annual
Report.
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Key to Disclosures Corporate Governance Council Principles and Recommendations
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ASX Listing Rules Appendix 4G
8.3 A listed entity which has an equity-based remuneration scheme
should:
(a) have a policy on whether participants are permitted to
enter into transactions (whether through the use of
derivatives or otherwise) which limit the economic risk of
participating in the scheme; and
(b) disclose that policy or a summary of it.
The Company adopted an Employee Securities IncentivePlan
dealing with equity-based remuneration.
The Plan prohibits the use any arrangement for the purpose of
hedging, or otherwise affecting their economic exposure to any
Options or Performance Rights.
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1 A listed entity with a director who does not speak the language
in which board or security holder meetings are held or key
corporate documents are written should disclose the processes
it has in place to ensure the director understands and can
contribute to the discussions at those meetings and
understands and can discharge their obligations in relation to
those documents.
We do not have a director in this position and this recommendation
is therefore not applicable
9.2 A listed entity established outside Australia should ensure that
meetings of security holders are held at a reasonable place and
time.
We are established in Australia and this recommendation is
therefore not applicable
9.3 A listed entity established outside Australia, and an externally
managed listed entity that has an AGM, should ensure that its
external auditor attends its AGM and is available to answer
questions from security holders relevant to the audit.
We are established in Australia and not an externally managed listed
entity and this recommendation is therefore not applicable
ACN 089 221 634
(Company)
CORPORATE GOVERNANCE STATEMENT
This Corporate Governance Statement is current as at 27 September 2026 and has been approved by the Board of the Company on
that date.
This Corporate Governance Statement discloses the extent to which the Company during the financial year ended 30 June 2026,
followed the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles
and Recommendations – 4th Edition (Recommendations). The Recommendations are not mandatory, however the
Recommendations that have not been followed for any part of the reporting period have been identified and reasons provided for
not following them along with what (if any) alternative governance practices were adopted in lieu of the recommendation during
that period.
The Company has adopted a Corporate Governance Plan which provides the written terms of reference for the Company’s
corporate governance duties.
The Company’s Corporate Governance Plan is available on the Company’s website at
www.braziliancriticalminerals.com/company/corporate-governance
Recommendations
(4th Edition)
Comply Explanation
Principle 1 – Lay solid foundations for management and oversight
Recommendation 1.1
(a) A listed entity should have and disclose a
board charter which sets out the
respective roles and responsibilities of the
Board, the Chair and management, and
includes a description of those matters
expressly reserved for the Board and those
delegated to management.
YES The Company has adopted a Board Charter that sets out the specific
roles and responsibilities of the Board, The Chair and management and
includes a description of those matters expressly reserved to the Board
and those delegated to management.
The Board Charter sets out the specific responsibilities of the Board,
requirements as to the Board’s composition, the roles and responsibilities
of the Chairman and Company Secretary, the establishment, operation
and management of Board Committees, Director’s access to Company
records and information, details of the Board’s relationship with
management, details of the Board’s performance review and details of
the Board’s disclosure policy,
A copy of the Company’s Board Charter, which is part of the Company’s
Corporate Governance Plan, is available on the Company’s website.
Recommendation 1.2
A Listed entity should:
(a) Undertake appropriate checks before
appointing a director or senior executive
or putting someone forward for election
as a Director; and
(b) Provide security holders with all material
information in its possession relevant to a
decision on whether or not to elect or re-
elect a Director
YES (a) The Company has guidelines for the appointment and selection
of the Board and senior executives in its Corporate Governance
Plan. The Company’s Nomination Committee Charter (in the
Company’s Corporate Governance Plan) requires the
Nomination Committee (or, in its absence, the Board) to ensure
appropriate checks (including check in respect of character,
experience, education, criminal record and bankruptcy history
(as appropriate)) are undertaken before appointing a person, or
putting forward to security holders a candidate for election, as a
Director. In the event of an unsatisfactory check, a proposed
Director will not be appointed.
(b) Under the Nomination Committee Charter, all material
information relevant to a decision on whether or not to elect or
re-elect a Director must be provided to security holders in the
Notice of Meeting containing the resolution to elect or re-elect a
Director.
Recommendation 1.3
A listed entity should have a written agreement
with each Director and senior executive setting
out the terms of their appointment.
YES The Company’s Nomination Committee Charter requires the Nomination
Committee (or, in its absence, the Board) to ensure that each Director
and senior executive is personally a party to a written agreement with
the Company which sets out the terms of their appointment.
The Company also has written agreements with each consultant
engaged
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