Black Dragon Gold : Corporate Governance Statement FY21

CORPORATE GOVERNANCE STATEMENT - FOR THE FINANCIAL YEAR 2021

For personal use only

Black Dragon Gold Corp. (Company)

The Board of Directors of the Company (Board) are committed to achieving and maintaining high standards of performance and corporate governance.

The Company supports the 3rd Edition of the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations (Recommendations).

The Company's practices are largely consistent with the Recommendations. The Board considers that the implementation of a small number of Recommendations is not appropriate, for the reasons set out below in relation to the items concerned. The Board uses its best endeavours to ensure that exceptions to the Recommendations do not have a negative impact on the Company and the best interests of shareholders as a whole.

The directors of the Company (Directors, being either Non-Executive Directors or Executive Directors) are responsible to the shareholders for the performance of the Company in both the short and the longer term and seek to balance sometimes competing objectives in the best interests of the Company as a whole. Their focus is to enhance the interests of shareholders and other key stakeholders and to ensure the Company is properly managed.

As required by the ASX Listing Rules, the Company's main corporate governance policies and practices are summarised below, having regard to the Recommendations. Details of the Company's corporate governance manual is available online athttps://www.blackdragongold.com/downloads/corpgovernance-files-/bdg-corporate-governance-manual-final-2021.pdf.

This corporate governance statement is current as at 30 March 2022 and has been approved by the Board.

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Doc ID 736512133/v2

ASX Corporate Governance Principle/Recommendation	Comply	Particulars of Compliance and If Not Why Not
Principle 1 - Lay solid foundations for management and oversight
Recommendation 1.1: A listed entity should have and disclose a board charter setting out: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management.	Yes	The Board has adopted a formal charter that details the functions and responsibilities of the Board and management (Board Charter). As provided for in the Board Charter, the Board is responsible for all matters relating to the running of the Company, and more specifically, all matters relating to the policies, practices, management and operations of the Company. The following decisions must be approved by the Board: (a) appointing and when necessary replacing the Chief Executive Officer and other senior executives and the determination of their terms and conditions including remuneration and termination; (b) driving the strategic direction of the Company, ensuring appropriate resources are available to meet objectives and monitoring management's performance; (c) reviewing and ratifying systems of risk management and internal compliance and control, codes of conduct and legal compliance; (d) approving and monitoring the progress of major capital expenditure, capital management and significant acquisitions and divestitures; (e) overseeing the integrity of the Company's accounting and corporate reporting systems including the external audit; (f) undertaking appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a Director; (g) overseeing the Company's process for making timely and balanced disclosure of all material information concerning the Company that a reasonable person would expect to have a
ASX Corporate Governance Principle/Recommendation	Comply	Particulars of Compliance and If Not Why Not
material effect on the price or value of the Company's securities; and (h) monitoring the effectiveness of the Company's governance practices. The responsibilities of the Board as a whole, the Chair, individual Directors and the functions delegated to Senior Management are set out in more detail in Part 2 of the Company's Corporate Governance Manual, which is available on the Corporate Governance page of the Company's websitehttps://www.blackdragongold.com/downloads/corpgovernance-files-/bdg-corporate-governance-manual-final-2021.pdf.
Recommendation 1.2: A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and (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.	Yes	The Board will consider nominations for appointment or election of Directors that may arise from time to time, having regard to the skills and experience required by the Company and procedures outlined in the Company's constitution and the Corporations Act 2001 (Cth). The Company undertakes appropriate checks before appointing a person, or putting forward to shareholders a candidate for election, as a Director. Candidates are assessed through interviews, meetings and background and reference checks (which may be conducted both by external consultants and by Directors) as appropriate. The Company gives shareholders all material information in its possession relevant to the decision whether or not to elect or re-elect a Director, either in the notice of meeting and explanatory statement for the relevant meeting of shareholders which addresses the election or re-election of the Director, or by including in the notice a clear reference to the location on the Company's website, Annual Report or other document lodged with ASX where the information can be found.
ASX Corporate Governance Principle/Recommendation	Comply	Particulars of Compliance and If Not Why Not
Recommendation 1.3: A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	Yes	Under Part 2 of the Company's Corporate Governance Manual (Board Charter), the Company must have a written agreement with each Director and senior executive setting out the terms of their appointment. Each Non-Executive Director receives a letter formalising their appointment and outlining the material terms of their appointment. Each Non-Executive Director has signed a letter of appointment. Each Executive Director has signed an executive service agreement setting out their duties, obligations and remuneration.
Recommendation 1.4: The Company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.	Yes	As set out in Part 2 of the Company's Corporate Governance Manual (Board Charter), the Company Secretary is accountable to the Board, through the Chair, on all governance matters and reports directly to the Chair as the representative of the Board. The Company Secretary has primary responsibility for ensuring that the Board processes and procedures run efficiently and effectively.
Recommendation 1.5: A listed entity should: (a) have a diversity policy which includes requirements for 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; (b) disclose that policy or a summary of it; and (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	No	The Company recognises the positive advantages of a diverse workplace and is committed to: (a) creating a working environment conducive to the appointment of well-qualified employees, Senior Management and Board candidates; and (b) identifying ways to promote a corporate culture which embraces diversity. The Board has adopted a diversity policy, but due its size and stage of development does not disclose 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.
ASX Corporate Governance Principle/Recommendation	Comply	Particulars of Compliance and If Not Why Not
accordance with the entity's diversity policy and its progress towards achieving them, and either: (i) 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 (ii) 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.	The Board monitors the extent to which the level of diversity within the Company is appropriate on an ongoing basis and periodically considers measure to improve it. The Board will further consider the establishment of objectives for achieving gender diversity as the Company develops and its circumstances change.
Recommendation 1.6: A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	Yes	The Board regularly monitors its performance and the performance of the Directors and Board throughout the year. This may occur through an internal review led by the Chair, or be performed with the assistance of external advisers as considered appropriate. Generally, evaluations are conducted initially by the [Chair] via questionnaires and/or interviews covering matters such as each Director's individual contribution, Board performance and the functioning of the Board processes. The overall outcomes are discussed by the Board with measures taken to improve the effectiveness and efficiency of the Board as appropriate. An informal performance evaluation was undertaken during the year led by the Chair. Further details regarding the performance evaluation of the individual Directors are set out in the Company's Remuneration Report (contained in the Company's Annual Report).