Consolidated Zinc : CZL Corporate Governance Statement

ACN 118 554 359

Corporate Governance Statement

OVERVIEW

The Board of Directors (Board) of Consolidated Zinc Limited (the Company) is responsible for the overall corporate governance of the Company, and is committed to implementing the highest standards of corporate governance. In determining what those high standards should involve the Company has considered the Australian Securities Exchange (ASX) Corporate Governance Council's Principles of Good Corporate Governance and Recommendations (3rd Edition) (the Principles and Recommendations).

In line with the above, the Board has set out the way forward for the Company in its implementation of the Principles and Recommendations. Due to the current size of the Company and the scale of its operations it is neither practical nor economic for the adoption of all of the Principles and Recommendations. Where the Company has not adhered to the Principles and Recommendations it has stated that fact in this Corporate Governance Statement. This statement is current as at 1 April 2019.

The Company's corporate governance policies are as follows and are all available on the Company's website at www.consolidatedzinc.com.au

∙Board Charter

∙Procedures for Selection and Appointment of Directors

∙Code of Conduct

∙Securities Trading Policy

∙Audit Committee Charter

∙Continuous Disclosure Policy

∙Shareholders Communications Policy

∙Risk Management and Internal Compliance and Control

∙Performance Evaluation Practices

∙Remuneration Committee Charter

∙Nomination Committee Charter

Principle / Recommendation					Compliance	Reference	Commentary
Principle		1: Lay solid foundations		for management and oversight
Recommendation 1.1					Yes	Board Charter,	The Company has adopted a Board Charter, which discloses the specific responsibilities of the
A listed entity should disclose:						Code of	Board.
(a)	the	respective	roles and			Conduct and
	responsibilities of its board and					Website	The Board is responsible for, and has the authority to determine all matters relating to the
	management; and						strategic direction, policies, practices, establishing goals for management and the operation of
(b)	those	matters	expressly				the Company.
	reserved to the board and those
	delegated to management.						The monitoring and ultimate control of the business of the Company is vested in the Board. The
							Board's primary responsibility is to oversee the Company's business activities and management
							for the benefit of the Company's shareholders.

The specific responsibilities of the Board include:

∙appointment, evaluation, rewarding and if necessary the removal of the Managing Director (or equivalent), and Chief Financial Officer (or equivalent) and the Company Secretary;

∙in conjunction with management, development of corporate objectives, strategy and operations plans and approving and appropriately monitoring plans, new investments, major capital and operating expenditures, capital management, acquisitions, divestitures and major funding activities;

∙establishing appropriate levels of delegation to the Managing Director to allow him to manage the business efficiently;

∙monitoring actual performance against planned performance expectations and reviewing operating information at a requisite level, to understand at all times the financial and operating conditions of the Company;

∙monitoring the performance of senior management including the implementation of strategy, and ensuring appropriate resources are available;

∙via management, an appreciation of areas of significant business risk and ensuring that the Company is appropriately positioned to manage those risks;

∙overseeing the management of safety, occupational health and environmental matters;

∙satisfying itself that the financial statements of the Company fairly and accurately set out the financial position and financial performance of the Company for the period under review;

∙satisfying itself that there are appropriate reporting systems and controls in place to assure

							the Board that proper operational, financial, compliance, and internal control processes
							are in place and functioning appropriately;
						∙ to ensure that appropriate internal and external audit arrangements are in place and
							operating effectively;
						∙ having a framework in place to help ensure that the Company acts legally and responsibly
							on all matters consistent with the code of conduct; and
						∙	reporting to shareholders.
						The responsibility for the day-to-day operation and administration of the Company is delegated
						by the Board to the Managing Director. The Board ensures that the Managing Director and the
						management team is appropriately qualified and experienced to discharge their
						responsibilities..
						The Board's role and the Company's corporate governance practices are currently being
						reviewed and improved.
						Full details of the roles and responsibilities of the Board are contained in the Board Charter.
Recommendation 1.2				Yes	Procedures for	Directors of the Company (Directors) are appointed based on the specific governance skills
A listed entity should:					Selection and	required by the Company. Over time the Board shall work towards ensuring, collectively, it has
(a) undertake appropriate		checks			Appointment	the appropriate range and expertise to properly fulfil its responsibilities, including:
before appointing a person,			or		of Directors	∙	accounting and legal;
putting	forward to	security			and	∙ business development and risk management;
holders a candidate for election,					Website	∙ industry and public company experience; and
as a director; and						∙ an appropriate ratio and skills matrix for executive and non-executive directors.
(b) provide security holders with all
material	information	in	its			In respect of any future Directors, the Company will continue to conduct specific and
possession relevant to a decision						appropriate checks of candidates prior to their appointment or nomination for election by
on whether or not to elect or re-						shareholders. However the Company does not propose to conduct these checks prior to
elect a director.						nominating an existing Director for re-election by shareholders at a general meeting on the
						basis that it is not considered appropriate in the Company's circumstances.
						Currently, the Company includes in its notice of meetings a brief biography which sets out
						relevant qualifications and professional experience, of each Director who stands for election or
						re-election, for consideration by shareholders.

Recommendation 1.3	Yes	Kept at	The Company seeks to engage or employ its Directors and other senior management under
A listed entity should have a written		registered	written agreements setting out key terms and otherwise governing their engagement or
agreement with each director and		office	employment by the Company.
senior executive setting out the
terms of their appointment.			Mr Marwood, Mr Richards, Mr Boda and Mr Italiano are employed pursuant to written
			agreements with the Company and Mr Copulos and Ms Pankhurst are engaged under a letter
			of appointment.
Recommendation 1.4	Yes	Board Charter	The Company Secretary reports directly, and is accountable, to the Board through the Chairman
The company secretary of a listed		And Website	in relation to all governance matters.
entity should be accountable directly
to the board, through the chair, on all			Full details of the Board's and Company Secretary's roles and responsibilities are contained in
matters to do with the proper			the Board Charter.
functioning of the board.
Recommendation 1.5	No		The Board is currently developing a diversity policy for adoption. Once adopted the Company
A listed entity should:			will be in a position to disclose the measurable objectives for achieving gender diversity set by
(a) have a diversity policy which			the board in accordance with the diversity policy and progress towards achieving them.
includes requirements for the
board or a relevant committee			The Company is committed to workplace diversity and recognises the benefits arising from
of the board to set measurable			employee and board diversity, including a broader pool of high quality employees, improving
objectives for achieving gender			employee retention, accessing different perspectives and ideas and benefiting from all
diversity and to assess annually			available talent. Diversity includes, but is not limited to, gender, age, ethnicity and cultural
both the objectives and the			background.
entity's progress in achieving
them;			The Company currently has 4 Directors, 1 of which is a woman. It's total number of employees,
(b) disclose that policy or a			and consequently any measurable diversity ratio, has been changing over the last 6 months
summary of it; and			since the start of production and operations optimisation. Gender ratios will be presented next
			year.

(c)disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity's diversity policy and its progress towards achieving them, and either:

1.the respective proportions of men and women on the board, in senior executive positions and across the

whole organisation (including how the entity has defined "senior executive" for these purposes); or

2.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.

Recommendation 1.6		Yes - 1.6(a)	Performance	Whilst it is the policy of the Board to conduct evaluation of its performance through its
A listed entity should:		No - 1.6(b)	Evaluation	Performance Evaluation Practices Procedures, the Company does not have in place a formal
(a) have and disclose a process		for	Practices	process for evaluation of the Board, its committees and individual Directors.
periodically	evaluating	the	Procedures
performance of the board,		its
committees	and individual
directors; and