Consolidated Zinc : Appendix 4G

Rules 4.7.3 and 4.10.31

Appendix 4G

Key to Disclosures

Corporate Governance Council Principles and

Recommendations

Name of entity

Consolidated Zinc Ltd

ABN/ARBN			Financial year ended
27 118 554 359			31 December 2018
Our corporate governance statement2 for the above period above can be found at:3
 these pages of our annual report:		_____________________________________________
X this URL on our website:		www.consolidatedzinc.com.au

The Corporate Governance Statement is accurate and up to date as at 1 April 2019 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.

Date here:

1 April 2019

Sign here:	______________________________
	Managing Director
Print name:	Brad Marwood

1Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.

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 rule 4.10.3.

2"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.

3Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity's corporate governance statement can be found.

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ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation					We have followed the recommendation in full for the whole		We have NOTfollowed the recommendation in
					of the period above. We have disclosed …		full for the whole of the period above. We have
							disclosed …
PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should disclose:				… the fact that we follow this recommendation:			an explanation why that is so in our Corporate
	(a) the respective roles and responsibilities of its				x in our Corporate Governance Statement OR
								Governance Statement OR
	board and management; and				 at this location:		 we are an externally managed entity and this
	(b) those matters expressly reserved to the board
	and those delegated to management.					_____________________________________________		recommendation is therefore not applicable
						Insert location here
					… and information about the respective roles and responsibilities
					of our board and management (including those matters expressly
					reserved to the board and those delegated to management):
					 at this location:
						_____________________________________________
						Insert location here
1.2	A listed entity should:				… the fact that we follow this recommendation:			an explanation why that is so in our Corporate
	(a) undertake	appropriate	checks	before	
								Governance Statement OR
	appointing a person, or putting forward to				x	in our Corporate Governance Statement OR
					 at this location:		 we are an externally managed entity and this
	security holders a candidate for election, as a							recommendation is therefore not applicable
	director; and					_____________________________________________
	(b) provide security holders with all material					Insert location here
	information in its possession relevant to a
	decision on whether or not to elect or re-elect
	a director.
1.3	A listed entity should have a written agreement				… the fact that we follow this recommendation:			an explanation why that is so in our Corporate
	with each director and senior executive setting out				x in our Corporate Governance Statement OR
								Governance Statement OR
	the terms of their appointment.				 at this location:		 we are an externally managed entity and this
						_____________________________________________		recommendation is therefore not applicable
						Insert location here

2

Corporate Governance Council recommendation							We have followed the recommendation in full for the whole		We have NOTfollowed the recommendation in
							of the period above. We have disclosed …		full for the whole of the period above. We have
									disclosed …
1.4	The company secretary of a listed entity should be						… the fact that we follow this recommendation:		
	accountable directly to the board, through the						x in our Corporate Governance Statement OR			an explanation why that is so in our Corporate
										Governance Statement OR
	chair, on all matters to do with the proper
							 at this location:		 we are an externally managed entity and this
	functioning of the board.
								_____________________________________________		recommendation is therefore not applicable
								Insert location here
1.5	A listed entity should:						… the fact that we have a diversity policy that complies with		
	(a) have	a	diversity	policy	which	includes	paragraph (a):		x	an explanation why that is so in our Corporate
										Governance Statement OR
							
	requirements for			the board or a		relevant
								in our Corporate Governance Statement OR	 we are an externally managed entity and this
	committee of the board to set measurable
							 at this location:
										recommendation is therefore not applicable
	objectives for achieving gender diversity and to
	assess	annually both the objectives				and the		_____________________________________________
	entity's progress in achieving them;
								Insert location here
	(b) disclose that policy or a summary of it; and
	(c) disclose as at the end of each reporting period						… and a copy of our diversity policy or a summary of it:
							 at this location:
	the measurable objectives for achieving gender
	diversity		set by	the board or a		relevant		_____________________________________________
	committee of the board in accordance with the
								Insert location here
	entity's diversity policy and its progress towards
	achieving them and either:						… the measurable objectives for achieving gender diversity set by
	(1) the	respective		proportions of men and
							the board or a relevant committee of the board in accordance
	women on the board, in senior executive
							with our diversity policy and our progress towards achieving
	positions and across the whole organisation
							them:
	(including how the entity has defined
							 in our Corporate Governance Statement OR
	"senior executive" for these purposes); or
	(2) if the entity is a "relevant employer" under						 at this location:
	the	Workplace		Gender	Equality	Act, the		_____________________________________________
	entity's most			recent	"Gender	Equality
								Insert location here
	Indicators", as defined in and published
	under that Act.						… and the information referred to in paragraphs (c)(1) or (2):
							 in our Corporate Governance Statement OR
							 at this location:
								_____________________________________________
								Insert location here

3

Corporate Governance Council recommendation		We have followed the recommendation in full for the whole		We have NOTfollowed the recommendation in
		of the period above. We have disclosed …		full for the whole of the period above. We have
				disclosed …
1.6	A listed entity should:	… the evaluation process referred to in paragraph (a):			an explanation why that is so in our Corporate
	(a) have and disclose a process for periodically			x
			in our Corporate Governance Statement OR		Governance Statement OR
	evaluating the performance of the board, its	x
		 at this location:		 we are an externally managed entity and this
	committees and individual directors; and				recommendation is therefore not applicable
	(b) disclose, in relation to each reporting period,		_____________________________________________
	whether a performance evaluation was		Insert location here
	undertaken in the reporting period in
	accordance with that process.	… and the information referred to in paragraph (b):
		 in our Corporate Governance Statement OR
		 at this location:
			_____________________________________________
			Insert location here
1.7	A listed entity should:	… the evaluation process referred to in paragraph (a):			an explanation why that is so in our Corporate
	(a) have and disclose a process for periodically			x
			in our Corporate Governance Statement OR		Governance Statement OR
	evaluating the performance of its senior	x
		 at this location:		 we are an externally managed entity and this
	executives; and				recommendation is therefore not applicable
	(b) disclose, in relation to each reporting period,		_____________________________________________
	whether a performance evaluation was		Insert location here
	undertaken in the reporting period in
	accordance with that process.	… and the information referred to in paragraph (b):
		 in our Corporate Governance Statement OR
		 at this location:
			_____________________________________________
			Insert location here

4

Corporate Governance Council recommendation		We have followed the recommendation in full for the whole		We have NOTfollowed the recommendation in
		of the period above. We have disclosed …		full for the whole of the period above. We have
				disclosed …
PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE
2.1	The board of a listed entity should:	[If the entity complies with paragraph (a):]		
	(a) have a nomination committee which:	… the fact that we have a nomination committee that complies		x	an explanation why that is so in our Corporate
					Governance Statement OR
		with paragraphs (1) and (2):
	(1) has at least three members, a majority of			 we are an externally managed entity and this
			in our Corporate Governance Statement OR
	whom are independent directors; and				recommendation is therefore not applicable
	(2) is chaired by an independent director,	
			at this location:
	and disclose:		_____________________________________________
	(3) the charter of the committee;
			Insert location here
	(4) the members of the committee; and
	(5) as at the end of each reporting period, the	… and a copy of the charter of the committee:
		 at this location:
	number of times the committee met
	throughout the period and the individual		_____________________________________________
	attendances of the members at those
			Insert location here
	meetings; OR
	(b) if it does not have a nomination committee,	… and the information referred to in paragraphs (4) and (5):
	disclose that fact and the processes it employs
		 in our Corporate Governance Statement OR
	to address board succession issues and to	
	ensure that the board has the appropriate		at this location:
	balance of skills, knowledge, experience,
	independence and diversity to enable it to		_____________________________________________
	discharge its duties and responsibilities		Insert location here
	effectively.	[If the entity complies with paragraph (b):]

…the fact that we do not have a nomination committee and the processes we employ 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:

in our Corporate Governance Statement OR

x at this location:

_____________________________________________

Insert location here

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