Rules 4.7.3 and 4.10.31

Appendix 4G

Key to Disclosures

Corporate Governance Council Principles and Recommendations

Name of entity:

Poseidon Nickel Limited

ABN / ARBN:

Financial year ended:

60 060 525 206

30 June 2019

Our corporate governance statement2 for the above period above can be found at:3

  • These pages of our annual report:
  • This URL on our website: www.poseidon-nickel.com.au/investors-media/corporate-governance

The Corporate Governance Statement is accurate and up to date as at 9 September 2019 and has been approved by the Board.

The annexure includes a key to where our corporate governance disclosures can be located. Date: 09 September 2019

Mr G Brayshaw

Non-Executive Chairman

1 Under 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.

  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.
  2. Mark 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. You can, if you wish, delete the option which is not applicable.

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.

Page 1

ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the period above.

We have NOT followed the recommendation in full for

We have disclosed …

the whole of the period above. We have disclosed …4

PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

1.1

A listed entity should disclose:

… the fact that we follow this recommendation:

(a)

the respective roles and responsibilities of its board and

☒ in the Board Charter at www.poseidon-nickel.com.au/investors-media/corporate-

management; and

governance

(b)

those matters expressly reserved to the board and

☒ in the Board Charter at www.poseidon-nickel.com.au/investors-media

those delegated to management.

1.2

A listed entity should:

… the fact that we follow this recommendation:

(a)

undertake appropriate checks before appointing a

☒ in our Corporate Governance Statement AND

person, or putting forward to security holders a

candidate for election, as a director; and

(b)

provide security holders with all material information in

☒ at the Directors' Report in the Annual Report and Notice of Annual

its possession relevant to a decision on whether or not

General Meeting located at

to elect or re-elect a director.

1.3

A listed entity should have a written agreement with each

… the fact that we follow this recommendation:

director and senior executive setting out the terms of their

☒ in our Corporate Governance Statement AND

appointment.

☒ in the Board Charter at www.poseidon-nickel.com.au/investors-media/corporate-

governance

1.4

The company secretary of a listed entity should be accountable

… the fact that we follow this recommendation:

directly to the board, through the chair, on all matters to do with

☒ in our Corporate Governance Statement AND

the proper functioning of the board.

☒ at www.poseidon-nickel.com.au/investors-media/corporate-governance

4 If you have followed all of the Council's recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

Page 2

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the period above.

We have NOT followed the recommendation in full for

We have disclosed …

the whole of the period above. We have disclosed …4

1.5

A listed entity should:

… the fact that we have a diversity policy that complies with paragraph (a):

(a)

have a diversity policy which includes requirements for

☒ in our Corporate Governance Statement

the board or a relevant committee of the board to set

measurable objectives for achieving gender diversity

and to assess annually both the objectives and the

entity's progress in achieving them;

☒ at www.poseidon-nickel.com.au/investors-media/corporate-governance

  1. disclose that policy or a summary of it; and

(c)

disclose as at the end of each reporting period the

☒ in our Corporate Governance Statement

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

☒ in our Corporate Governance Statement

the board, in senior executive positions and across

the whole organisation (including how the entity has

defined "senior executive" for these purposes); or

Not Applicable

(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.

1.6

A listed entity should:

… the evaluation process referred to in paragraph (a):

(a)

have and disclose a process for periodically evaluating

☒ in our Corporate Governance Statement

the performance of the board, its committees and

individual directors; and

(b)

disclose, in relation to each reporting period, whether a

☒ in our Corporate Governance Statement

performance evaluation was undertaken in the reporting

period in accordance with that process.

1.7

A listed entity should:

… the evaluation process referred to in paragraph (a):

(a)

have and disclose a process for periodically evaluating

☒ in our Corporate Governance Statement

the performance of its senior executives; and

(b)

disclose, in relation to each reporting period, whether a

☒ in our Corporate Governance Statement

performance evaluation was undertaken in the reporting

period in accordance with that process.

Page 3

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the period above.

We have NOT followed the recommendation in full for

We have disclosed …

the whole of the period above. We have disclosed …4

PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE

2.1

The board of a listed entity should:

[If the entity complies with paragraph (a):]

… the fact that we have a nomination committee that complies with paragraphs (1) and

(a)

have a nomination committee which:

(2):

☒ an explanation why that is so in our Corporate Gover

(1) has at least three members, a majority of whom

Statement

are independent directors; and

(2) is chaired by an independent director,

☒ an explanation why that is so in our Corporate Gover

and disclose:

Statement

(3) the charter of the committee;

☒ at www.poseidon-nickel.com.au/investors-media/corporate-governance

(4) the members of the committee; and

☒ in our Corporate Governance Statement AND

☒ in the Directors' Report in the 2019 Annual Report

(5) as at the end of each reporting period, the

☒ in the Directors' Report in the 2019 Annual Report

number of times the committee met throughout

the period and the individual attendances of the

members at those meetings

2.2

A listed entity should have and disclose a board skills matrix

… our board skills matrix:

setting

out the mix of skills and diversity that the board

☒ in our Corporate Governance Statement AND

currently has or is looking to achieve in its membership.

☒ in the Board Charter at www.poseidon-nickel.com.au/investors-media/corporate-governanc

Page 4

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the period above.

We have NOT followed the recommendation in full for

We have disclosed …

the whole of the period above. We have disclosed …4

2.3

A listed entity should disclose:

… the names of the directors considered by the board to be independent directors:

(a)

the names of the directors considered by the

☒ in our Corporate Governance Statement AND

board to be independent directors;

☒ in Board Charter at www.poseidon-nickel.com.au/investors-media/corporate-governance

☒ in our Corporate Governance Statement

(b) if a director has an interest, position, association 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

☒ in our Corporate Governance Statement AND

interest, position, association or relationship in

question and an explanation of why the board is of

☒ in the Directors' Report in the Annual Report

that opinion; and

(c)

the length of service of each director.

2.4

A majority of the board of a listed entity should be

… the fact that we follow this recommendation:

independent directors.

☒ in our Corporate Governance Statement AND

☒ in Board Charter at www.poseidon-nickel.com.au/investors-media/corporate-governance

2.5

The chair of the board of a listed entity should be an

… the fact that we follow this recommendation:

independent director and, in particular, should not be the

☒ in our Corporate Governance Statement

same person as the CEO of the entity.

2.6

A listed entity should have a program for inducting new

… the fact that we follow this recommendation:

directors and provide appropriate professional development

☒ in our Corporate Governance Statement AND

opportunities for directors to develop and maintain the skills

and knowledge needed to perform their role as directors

☒ in Board Charter at www.poseidon-nickel.com.au/investors-media/corporate-governance

effectively.

Page 5

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Poseidon Nickel Limited published this content on 10 September 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 September 2019 02:31:04 UTC