Alumina : 2018 Corporate Governance Statement

ASX Announcement

2018 Corporate Governance Statement

28 March 2019

Please find attached, Alumina Limited's 2018 Corporate Governance Statement, a copy of which is located in the Governance section of the Company's web site.

Stephen Foster

Company Secretary

28 March 2019

Alumina Limited

GPO Box 5411, Melbourne Victoria 3001 Australia ABN 85 004 820 419 aluminalimited.com

Level 12, IBM Centre

60 City Road, Southbank

Victoria 3006 Australia

tel	[phone]
fax	[phone]

ALUMINA LIMITED CORPORATE GOVERNANCE STATEMENT 2018

2018 CORPORATE GOVERNANCE STATEMENT

The following statement describes Alumina Limited's corporate governance framework, policies and practices. The governance framework is approved by the

Board of Directors and management is generally responsible for its implementation.

This statement relates to the financial year ended 31 December 2018 and is accurate and up to date as at 22 March 2019. This statement has been approved by the Board.

APPROACH TO CORPORATE GOVERNANCE

When Alumina Limited considers its corporate governance responsibilities it takes into account:

•analysing and adopting best practice governance principles and practices;

•overlaying its business philosophy and practices with its ethical values and principles;

•prudent delegation of responsibilities; and

•appropriate monitoring systems, processes and authorities, responsible delegation of duties and authorities and internal controls.

COMPLIANCE WITH CORPORATE

GOVERNANCE CODES

Alumina Limited is a listed company on the Australian Securities Exchange (ASX) and trades on the OTC Market in the US. Alumina Limited meets each of the requirements of the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations (3rd Edition).

Refer to the Appendix 4G lodged by Alumina Limited with the ASX, which sets out the extent of compliance with each ASX Recommendation and specifies where relevant corporate governance disclosures can

be found.

WEBSITE

The Company's website (www.aluminalimited.com/ governance) contains more detailed information on Alumina Limited's Board and Committee Charters and corporate governance policies and practices.

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GOVERNANCE FRAMEWORK

GOVERNANCE GUIDELINES

Values and Code of Conduct		Board and Committee Charters
	GOVERNANCE OVERSIGHT
	BOARD OF DIRECTORS
AUDIT AND RISK	NOMINATION COMMITTEE	COMPENSATION COMMITTEE
MANAGEMENT COMMITTEE	responsibilities	responsibilities
responsibilities
	• Select and appoint	• Oversight of remuneration,
• Financial management	Directors and CEO	compensation plans,
& reporting	• Identify necessary Board	policies & practice
• Internal controls	& Committee competencies
• Risk management framework	• Assess director skills
• Audit strategy & performance	& competency

DELEGATION AND CONTROLS

Delegated authorities	Corporate governance and
	internal controls

CHIEF EXECUTIVE OFFICER

Senior Management - Management Committee

ETHICAL & ACCOUNTABLE WORK PRACTICES

SHAREHOLDER VALUE

GOVERNANCE GUIDELINES

Alumina Limited's Code of Conduct provides guiding principles for conducting our business:

-PROMOTING ETHICAL CONDUCT AND BEHAVIOUR

Alumina Limited's Corporate Governance Framework is underpinned by its corporate values and Code of Conduct. These are the defining ethical boundaries of the Company which contribute to the Company's corporate culture. These principles apply to the Company's directors, Chief Executive Officer (CEO), senior executives and other employees. Training on the Code of Conduct is conducted annually and directors, the CEO, senior executives and other employees are required to certify that they understand and agree

to abide by these standards.

Alumina Limited also has a Sustainability Policy that outlines our commitment and goals towards sustainable business practices in relation to the Company, AWAC and our stakeholders.

The Company's values are detailed in full on our website at www.aluminalimited.com/values-and-code-of-conduct.

•We will be honest and ethical in all of our actions and relationships and act in the interests of the shareholders.

•As a minimum, we will observe the rule and intent of all relevant governmental laws, regulatory and professional rules and guidelines.

•We will maintain an appropriate level of confidentiality at all times with respect to the Company, employees and business associates' information.

•We will act fairly, be honest, open, and accountable in all dealings with internal and external parties.

•We will avoid situations in which individual personal interest may conflict with the interest of the Company and communicate any real or potential conflicts of interest to the Board.

•We will maintain all records of the Company to be accurate, in accordance with applicable procedures and accounting standards and ensure that financial information is complete, fair, timely

and understandable.

ALUMINA LIMITED CORPORATE GOVERNANCE STATEMENT 2018

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•Where commercially prudent, financial information will be openly available to internal and external users.

•We will maintain systems of sound internal controls and procedures, and act in a manner to protect the Company's assets, appropriately manage risk and ensure financial information is complete

and accurate.

•We will uphold the Company's values and principles as reflected in this Code, the Company's policies, standards and charters.

•We will not use the corporate privilege of information, position or property for the purposes of personal gain or competing with the Company.

•In fostering ethical, fair and legal behaviour,

we encourage officers and employees to report any questionable practice. Reprisals against people for reports made in good faith will not be tolerated.

•Any request for a waiver of the provisions of this Code may only be considered by the Company's Board

of Directors. Any waiver granted will be promptly disclosed on the Company's website.

•Any suspected violations of this Code should be reported promptly to the Chairman of the Company's Board of Directors. Violations will be investigated by the Board or by a person or persons designated by the Board and appropriate action will be taken in the event of any violations of the Code.

Annually each staff member is required to review and acknowledge they understand and will abide by the principles of the Code.

The Company also has an International Business Conduct policy that provides guidance in international business activities and the ethical and governance expectations of employees, directors and intermediaries. Training is conducted annually including a review

of intermediaries.

Alumina Limited's governance management is also guided by the scope, roles and responsibilities of the Board and its Committees, as defined in their respective Charters (for more information, refer to page 12 and 13 of this statement).

BUSINESS CONDUCT POLICY

Alumina Limited's Anti-Corruption and Money Laundering Policy prohibits bribery and corruption in all business dealings. The Company's International Business Conduct Policy provides principles and procedures on conducting business internationally and complying with the requirements of various laws, including prohibition of bribery and related conduct. All employees receive annual training on the International Business Conduct Policy. Additionally, as part of the compliance regime, each year employees, Directors and intermediaries are provided with a copy of the International Business Conduct Policy and are required to review the Policy and sign a certificate acknowledging that they understand the Policy and have not taken or do not know of any action taken to violate the Policy.

WHISTLEBLOWING

Alumina Limited has a Whistleblower Policy that encourages and offers protection for staff to report, in good faith, any behaviour, practice, or activity that they have reasonable grounds to believe involves:

•unethical or improper conduct;

•financial malpractice, impropriety or fraud;

•contravention or suspected contravention of legal or regulatory provisions; and

•auditing non-disclosure or manipulation of the internal or external audit process.

An independent Whistleblower hotline is available to employees who wish to make an anonymous or confidential complaint, or a formal complaint process can be initiated to designated officers within the Company. A copy of the Whistleblower Policy can be found on the Company's website at www. aluminalimited.com/whistleblower-policy-serious-

complaints.

CONFLICTS OF INTEREST

Each Director has an ongoing responsibility to determine if they have a conflict of interest, whether direct, indirect, real or potential, that may impede their impartial decision-making. Directors are required to disclose to the Board details of any transactions or interests that may create a conflict of interest. Alumina Limited's Constitution expressly forbids a Director voting on a matter in which they have a direct or indirect material personal interest as defined in section 195 of the Corporations Act 2001 to the extent that it is prohibited by the Corporations Act 2001

or ASX Listing Rules.

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