Orocobre Ltd

Corporate Governance Statement August 2020

The Board of Directors of Orocobre Limited (Orocobre or the Company) is responsible for the corporate governance of the Company. The Board guides and monitors the business and affairs of the Company on behalf of the shareholders by whom they are elected and to whom they are accountable.

The Company's Corporate Governance Statement is structured with reference to the Australian Securities Exchange Corporate Governance Council's "Corporate Governance Principles and Recommendations, 3rd Edition".

This statement has been approved by the Board of Orocobre and is current as at 28 August 2020. The statement and information identified therein are available on the Company's website at www.orocobre.comunder the Corporate Governance section.

The Board endorses the ASX Principles of Good Corporate Governance and Best Practice Recommendations, and has adopted corporate governance charters and policies reflecting those recommendations to the extent appropriate having regard to the size and circumstances of the Company

The Company is committed to ensuring that its corporate governance systems maintain the Company's focus on transparency, responsibility and accountability. For further information on corporate governance policies adopted by the Company, refer to our website: www.orocobre.com.

Principle

Comment

Principle 1: Lay solid foundations for management and oversight

A listed entity should clearly delineate the respective roles and responsibilities of its board and management and regularly review their performance.

1.1 A listed entity should have and

The Company's Board Charter (published on the Company's website) sets out the specific responsibilities of

disclose a board charter setting out:

the Board and those delegated to Senior Management.

(a) the respective roles and

The Board is collectively responsible for promoting the success of the Company through its key functions of

responsibilities of its board and

setting strategic direction, overseeing management of the Company, providing overall corporate governance,

management; and

monitoring financial performance, engaging appropriate management and Directors commensurate with the

(b) those matters expressly reserved to

desired structure and objectives of the Company and reviewing, ratifying and monitoring systems of risk

management and internal control codes of conduct policy and legal compliance.

the board and those delegated to

management.

The Managing Director supported by other members of the Senior Management Team, is responsible for

managing the day to day activities of the Company and advancing the strategic direction of the Company as

set by the Board.

1.2 - A listed entity should:

Should the Company act to appoint any new Director in the future, then appropriate checks will be

(a)undertake appropriate checks before

undertaken which will include checks such as the person's character experience, education, criminal record

and bankruptcy history.

appointing a director or senior

executive or putting someone forward

A profile of each Director is included in the Annual Report and in any notice of meeting where a Director is

for election as a director; and

standing for election or re-election.

(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.

1.3

A listed entity should have a written

The Company has a written agreement in place with each Director and Senior Executive which sets out the

agreement with each director and

terms of their appointment. Any material variations to written agreements with Directors are disclosed to the

senior executive setting out the

ASX.

terms of their appointment.

1.4

The company secretary of a listed

Each Board member has direct access to the Company Secretaries (who are accountable directly to the

entity should be accountable directly

Board, through the Chair, on all matters to do with the proper functioning of the Board) with procedures for

to the board, through the chair, on

the provision of information, including requests for additional information

all matters to do with the proper

functioning of the board.

1.5

A listed entity should:

The Board has established a Diversity Policy which is published on the Company's website.

(a) have and disclose a diversity policy;

(b) through its board or a committee of

The Board at this juncture has set a target of two female directors or 30% of the Board.

the board set measurable objectives

for achieving gender diversity in the

This policy will be reviewed as part of the annual compliance review to ensure that the Diversity Policy is

composition of its board, senior

being progressed as required and to set measurable objectives when appropriate for the Company.

executives and workforce generally;

and

  1. 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

The proportion of women employees in the whole organisation, women in management positions and women

(3)

either:

on the board are as follows:

(A)

the respective

proportions of men

Measure

Female proportion

and women on the

board, in senior

Organisation

15%

executive positions

Management

28%

and across the

whole workforce

Board

13%

(including how the

entity has defined

"senior executive"

As at 30 July 2020, 13% of the Board, 15% of employees and 28% of managers are women. These figures

for these purposes);

include the Sales de Jujuy SA employees responsible for the management of the Olaroz Lithium Facility and

or

the employees of Borax Argentina SA.

  1. 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.

1.6 - A listed entity should:

The Company has a process for performance evaluation which is published in the Remuneration Policy on the

(a)have and disclose a process for

Company's website. The process details the performance review process of the Board, committees,

individual Directors and Senior Executives.

periodically evaluating the

performance of the board, its

The Chair in conjunction with People and Governance Committee evaluates the performance of the

committees and individual directors;

committees of the Board against each Committee's charter.

and

The Chairman and the Board regularly discussed the performance and composition of the Board and various

(b)disclose, in relation to each reporting

Committees during FY20, considering issues or concerns as they arose.

period, whether a performance

As referred to in the previous year a formal third party performance review of the Board and its governance

evaluation was undertaken in the

reporting period in accordance with

processes was presented in September 2019. The review resulted in the Board adopting recommendations

that process.

in relation to board committee structure, board composition and succession planning.

1.7 - A listed entity should:

A process for performance evaluation is published on the Company's website within the Remuneration Policy.

(a) have and disclose a process for

Performance appraisals of the Senior Executives were conducted by the Managing Director during the FY20.

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.

Principle 2: Structure the Board to be effective and add value

The Board of a listed entity should be of an appropriate size and collectively have the skills, commitment and knowledge of the entity and the industry in which it operates, to enable it to discharge its duties effectively and to add value.

The board of a listed entity should:

The Company does not have a separate Nominations Committee. The Independent Non - Executive

(a) have a nomination committee which:

Directors of the full Board carries out the role of a Nomination Committee. The Independent Non - Executive

Directors considers that no efficiencies or other benefits would be gained by establishing a separate

(1)

has at least three members, a

nomination committee.

majority of whom are independent

The board as a whole currently undertakes the process of reviewing the skill base and experience of existing

directors; and

directors to enable identification or attributes required in new directors. In this capacity the Board acts as a

(2)

is chaired by an independent

Nomination Committee and acts in accordance with the Nomination Committee Charter. Where appropriate,

director,

independent consultants may be engaged to identify possible new candidates for the board.

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

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Orocobre Limited published this content on 28 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 August 2020 08:17:08 UTC