Blue Energy : Appendix 4G and Corporate Governance Statement

Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures

Corporate Governance Council Principles and Recommendations

Name of entity

Blue Energy Limited

ABN/ARBN

14 054 800 378

Financial year ended:

30 June 2020

Our corporate governance statement1 for the period above can be found at:2

• These pages of our annual report:

X	This URL on our	www.blueenergy.com.au
website:

The Corporate Governance Statement is accurate and up to date as at 15 September 2020 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.3

Date:	15 September 2020
Name of authorised officer	Stephen Rodgers
authorising lodgement:

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.

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 Listing Rule 4.10.3.

Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council's recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3.

The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately.

1. Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
2. 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.

See notes 4 and 5 below for further instructions on how to complete this form.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

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Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed the	Where a box below is ticked, we have NOT followed the
		recommendation in fullfor the wholeof the period above. We	recommendation in full for the whole of the period above. Our
		have disclosed this in our Corporate Governance Statement:	reasons for not doing so are:5
PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should have and disclose a board charter setting	X	☐ set out in our Corporate Governance Statement OR
	out:	and we have disclosed a copy of our board charter at:	☐ we are an externally managed entity and this recommendation
	(a) the respective roles and responsibilities of its board and
	https://blueenergy.com.au/corporate-governance
	management; and	is therefore not applicable
	(b) those matters expressly reserved to the board and those
	delegated to management.
1.2	A listed entity should:	X	☐ set out in our Corporate Governance Statement OR
	(a) undertake appropriate checks before appointing a director or		☐ we are an externally managed entity and this recommendation
	senior executive or putting someone forward for election as
	a director; and		is therefore not applicable
	(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 agreement with each director	X	☐ set out in our Corporate Governance Statement OR
	and senior executive setting out the terms of their appointment.		☐ we are an externally managed entity and this recommendation
			is therefore not applicable
1.4	The company secretary of a listed entity should be accountable	X	☐ set out in our Corporate Governance Statement OR
	directly to the board, through the chair, on all matters to do with		☐ we are an externally managed entity and this recommendation
	the proper functioning of the board.
			is therefore not applicable

1. Tick the box in this column only if you have followed the relevant recommendation in fullfor the wholeof the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with "insert location" underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert "our corporate governance statement". If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg "pages 10-12 of our annual report"). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg "www.entityname.com.au/corporate governance/charters/").
2. If you have followed all of the Council's recommendations in fullfor the wholeof the period above, you can, if you wish, delete this column from the form and re-format it.

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Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed the	Where a box below is ticked, we have NOT followed the
		recommendation in fullfor the wholeof the period above. We	recommendation in full for the whole of the period above. Our
		have disclosed this in our Corporate Governance Statement:	reasons for not doing so are:5
1.5	A listed entity should:	X	☐ set out in our Corporate Governance Statement OR
	(a) have and disclose a diversity policy;	and we have disclosed a copy of our diversity policy at:	☐ we are an externally managed entity and this recommendation
	(b) through its board or a committee of the board set
	https://blueenergy.com.au/corporate-governance	is therefore not applicable
	measurable objectives for achieving gender diversity in the
	composition of its board, senior executives and workforce
	generally; and	and we have disclosed the information referred to in paragraph (c)
	(c) disclose in relation to each reporting period:	at:
	(1) the measurable objectives set for that period to	https://blueenergy.com.au/corporate-governance
	achieve gender diversity;
	(2) the entity's progress towards achieving those	and if we were included in the S&P / ASX 300 Index at the
	objectives; and	commencement of the reporting period our measurable objective for
	(3) either:	achieving gender diversity in the composition of its board of not less
	than 30% of its directors of each gender within a specified period.
	(A) the respective proportions of men and women
	on the board, in senior executive positions and
	across the whole workforce (including how the
	entity has defined "senior executive" for these
	purposes); or
	(B) 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:	X	☐ set out in our Corporate Governance Statement OR
	(a) have and disclose a process for periodically evaluating the	and we have disclosed the evaluation process referred to in	☐ we are an externally managed entity and this recommendation
	performance of the board, its committees and individual
	paragraph (a) at:https://blueenergy.com.au/corporate-governance
	directors; and	is therefore not applicable
	(b) disclose for each reporting period whether a performance
	evaluation has been undertaken in accordance with that	and whether a performance evaluation was undertaken for the
	process during or in respect of that period.	reporting period in accordance with that process at:
		https://blueenergy.com.au/corporate-governance

ASX Listing Rules Appendix 4G (current at 17/7/2020)

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Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed the	Where a box below is ticked, we have NOT followed the
		recommendation in fullfor the wholeof the period above. We	recommendation in full for the whole of the period above. Our
		have disclosed this in our Corporate Governance Statement:	reasons for not doing so are:5
1.7	A listed entity should:	X	☐ set out in our Corporate Governance Statement OR
	(a) have and disclose a process for evaluating the performance	and we have disclosed the evaluation process referred to in	☐ we are an externally managed entity and this recommendation
	of its senior executives at least once every reporting period;
	paragraph (a) at:https://blueenergy.com.au/corporate-governance
	and	is therefore not applicable
	and whether a performance evaluation was undertaken for the
	(b) disclose for each reporting period whether a performance
	reporting period in accordance with that process at:
	evaluation has been undertaken in accordance with that
	https://blueenergy.com.au/corporate-governance
	process during or in respect of that period.

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Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed the	Where a box below is ticked, we have NOT followed the
		recommendation in fullfor the wholeof the period above. We	recommendation in full for the whole of the period above. Our
		have disclosed this in our Corporate Governance Statement:	reasons for not doing so are:5
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1	The board of a listed entity should:	☐	X set out in our Corporate Governance Statement OR
	(a) have a nomination committee which:	[If the entity complies with paragraph (a):]	☐ we are an externally managed entity and this recommendation
	(1) has at least three members, a majority of whom are
	and we have disclosed a copy of the charter of the committee at:	is therefore not applicable
	independent directors; and
	……………………………………………………………………………..
	(2) is chaired by an independent director,
	[insert location]
	and disclose:
	and the information referred to in paragraphs (4) and (5) at:
	(3) the charter of the committee;
	……………………………………………………………………………..
	(4) the members of the committee; and
	[insert location]
	(5) as at the end of each reporting period, the number	[If the entity complies with paragraph (b):]
	of times the committee met throughout the period	and we have disclosed the fact that we do not have a nomination
	and the individual attendances of the members at
	committee and the processes we employ to address board
	those meetings; or
	succession issues and to ensure that the board has the appropriate
	(b) if it does not have a nomination committee, disclose that
	balance of skills, knowledge, experience, independence and
	fact and the processes it employs to address board	diversity to enable it to discharge its duties and responsibilities
	succession issues and to ensure that the board has the	effectively at:
	appropriate balance of skills, knowledge, experience,	https://blueenergy.com.au/corporate-governance
	independence and diversity to enable it to discharge its
	duties and responsibilities effectively.
2.2	A listed entity should have and disclose a board skills matrix	X	☐ set out in our Corporate Governance Statement OR
	setting out the mix of skills that the board currently has or is	and we have disclosed our board skills matrix at:	☐ we are an externally managed entity and this recommendation
	looking to achieve in its membership.
		https://blueenergy.com.au/corporate-governance	is therefore not applicable
2.3	A listed entity should disclose:	X	☐ set out in our Corporate Governance Statement
	(a) the names of the directors considered by the board to be	and we have disclosed the names of the directors considered by the
	independent directors;
	board to be independent directors at:
	(b) if a director has an interest, position, affiliation or
	https://blueenergy.com.au/corporate-governance
	relationship of the type described in Box 2.3 but the board	and, where applicable, the information referred to in paragraph (b)
	is of the opinion that it does not compromise the
	at:
	independence of the director, the nature of the interest,
	https://blueenergy.com.au/corporate-governance
	position or relationship in question and an explanation of
	why the board is of that opinion; and	and the length of service of each director at:
	(c) the length of service of each director.	https://blueenergy.com.au/corporate-governance

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Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed the	Where a box below is ticked, we have NOT followed the
		recommendation in fullfor the wholeof the period above. We	recommendation in full for the whole of the period above. Our
		have disclosed this in our Corporate Governance Statement:	reasons for not doing so are:5
2.4	A majority of the board of a listed entity should be independent	☐	X set out in our Corporate Governance Statement OR
	directors.		☐ we are an externally managed entity and this recommendation
				is therefore not applicable
2.5	The chair of the board of a listed entity should be an	☐	X	set out in our Corporate Governance Statement OR
	independent director and, in particular, should not be the same		☐ we are an externally managed entity and this
	person as the CEO of the entity.
				recommendation is therefore not applicable
2.6	A listed entity should have a program for inducting new	X	☐ set out in our Corporate Governance Statement OR
	directors and for periodically reviewing whether there is a need
	for existing directors to undertake professional development to		☐ we are an externally managed entity and this recommendation
	maintain the skills and knowledge needed to perform their role			is therefore not applicable
	as directors effectively.
PRINCIPLE 3 - INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1	A listed entity should articulate and disclose its values.	X	☐ set out in our Corporate Governance Statement
		and we have disclosed our values at:
		https://blueenergy.com.au/corporate-governance
3.2	A listed entity should:	X	☐ set out in our Corporate Governance Statement
	(a) have and disclose a code of conduct for its directors,	and we have disclosed our code of conduct at:
	senior executives and employees; and
	https://blueenergy.com.au/corporate-governance
	(b) ensure that the board or a committee of the board is
	informed of any material breaches of that code.
3.3	A listed entity should:	X	☐ set out in our Corporate Governance Statement
	(a) have and disclose a whistleblower policy; and	and we have disclosed our whistleblower policy at:
	(b) ensure that the board or a committee of the board is
	https://blueenergy.com.au/corporate-governance
	informed of any material incidents reported under that
	policy.
3.4	A listed entity should:	☐	X set out in our Corporate Governance Statement
	(a) have and disclose an anti-bribery and corruption policy;	and we have disclosed our anti-bribery and corruption policy at:
	and
	……………………………………………………………………………..
	(b) ensure that the board or committee of the board is
	[insert location]
	informed of any material breaches of that policy.

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Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed the	Where a box below is ticked, we have NOT followed the
		recommendation in fullfor the wholeof the period above. We	recommendation in full for the whole of the period above. Our
		have disclosed this in our Corporate Governance Statement:	reasons for not doing so are:5
PRINCIPLE 4 - SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1	The board of a listed entity should:	☐	X set out in our Corporate Governance Statement
	(a) have an audit committee which:	[If the entity complies with paragraph (a):]
	(1) has at least three members, all of whom are non-
	and we have disclosed a copy of the charter of the committee at:
	executive directors and a majority of whom are
	……………………………………………………………………………..
	independent directors; and
	[insert location]
	(2) is chaired by an independent director, who is not
	the chair of the board,
	and disclose:	and the information referred to in paragraphs (4) and (5) at:
	(3) the charter of the committee;	https://blueenergy.com.au/corporate-governance
	(4) the relevant qualifications and experience of the
	members of the committee; and	[If the entity complies with paragraph (b):]
	(5) in relation to each reporting period, the number of	and we have disclosed the fact that we do not have an audit
	times the committee met throughout the period and	committee and the processes we employ that independently verify
	the individual attendances of the members at those	and safeguard the integrity of our corporate reporting, including the
	meetings; or	processes for the appointment and removal of the external auditor
	(b) if it does not have an audit committee, disclose that fact	and the rotation of the audit engagement partner at:
	and the processes it employs that independently verify	……………………………………………………………………………..
	and safeguard the integrity of its corporate reporting,	[insert location]
	including the processes for the appointment and removal
	of the external auditor and the rotation of the audit
	engagement partner.
4.2	The board of a listed entity should, before it approves the	X	☐ set out in our Corporate Governance Statement
	entity's financial statements for a financial period, receive from
	its CEO and CFO a declaration that, in their opinion, the
	financial records of the entity have been properly maintained
	and that the financial statements comply with the appropriate
	accounting standards and give a true and fair view of the
	financial position and performance of the entity and that the
	opinion has been formed on the basis of a sound system of risk
	management and internal control which is operating effectively.
4.3	A listed entity should disclose its process to verify the integrity	X	☐ set out in our Corporate Governance Statement
	of any periodic corporate report it releases to the market that is
	not audited or reviewed by an external auditor.

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Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed the	Where a box below is ticked, we have NOT followed the
		recommendation in fullfor the wholeof the period above. We	recommendation in full for the whole of the period above. Our
		have disclosed this in our Corporate Governance Statement:	reasons for not doing so are:5
PRINCIPLE 5 - MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should have and disclose a written policy for	X	☐ set out in our Corporate Governance Statement
	complying with its continuous disclosure obligations under	and we have disclosed our continuous disclosure compliance policy
	listing rule 3.1.
	at:
		https://blueenergy.com.au/corporate-governance
5.2	A listed entity should ensure that its board receives copies of all	X	☐ set out in our Corporate Governance Statement
	material market announcements promptly after they have been
	made.
5.3	A listed entity that gives a new and substantive investor or	X	☐ set out in our Corporate Governance Statement
	analyst presentation should release a copy of the presentation
	materials on the ASX Market Announcements Platform ahead
	of the presentation.
PRINCIPLE 6 - RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information about itself and its	X	☐ set out in our Corporate Governance Statement
	governance to investors via its website.	and we have disclosed information about us and our governance on
		our website at:
		https://blueenergy.com.au/corporate-governance
6.2	A listed entity should have an investor relations program that	X	☐ set out in our Corporate Governance Statement
	facilitates effective two-way communication with investors.
6.3	A listed entity should disclose how it facilitates and encourages	X	☐ set out in our Corporate Governance Statement
	participation at meetings of security holders.	and we have disclosed how we facilitate and encourage participation
		at meetings of security holders at:
		https://blueenergy.com.au/corporate-governance
6.4	A listed entity should ensure that all substantive resolutions at a	X	☐ set out in our Corporate Governance Statement
	meeting of security holders are decided by a poll rather than by
	a show of hands.

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Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed the	Where a box below is ticked, we have NOT followed the
		recommendation in fullfor the wholeof the period above. We	recommendation in full for the whole of the period above. Our
		have disclosed this in our Corporate Governance Statement:	reasons for not doing so are:5
6.5	A listed entity should give security holders the option to receive	X	☐ set out in our Corporate Governance Statement
	communications from, and send communications to, the entity
	and its security registry electronically.
PRINCIPLE 7 - RECOGNISE AND MANAGE RISK
7.1	The board of a listed entity should:	☐	X set out in our Corporate Governance Statement
	(a) have a committee or committees to oversee risk, each of	[If the entity complies with paragraph (a):]
	which:
	and we have disclosed a copy of the charter of the committee at:
	(1) has at least three members, a majority of whom are
	……………………………………………………………………………..
	independent directors; and
	[insert location]
	(2) is chaired by an independent director,
	and the information referred to in paragraphs (4) and (5) at:
	and disclose:
	https://blueenergy.com.au/corporate-governance
	(3) the charter of the committee;
	(4) the members of the committee; and	[If the entity complies with paragraph (b):]
	(5) as at the end of each reporting period, the number
	and we have disclosed the fact that we do not have a risk committee
	of times the committee met throughout the period
	or committees that satisfy (a) and the processes we employ for
	and the individual attendances of the members at
	overseeing our risk management framework at:
	those meetings; or
	(b) if it does not have a risk committee or committees that	……………………………………………………………………………..
	[insert location]
	satisfy (a) above, disclose that fact and the processes it
	employs for overseeing the entity's risk management
	framework.
7.2	The board or a committee of the board should:	X	☐ set out in our Corporate Governance Statement
	(a) review the entity's risk management framework at least	and we have disclosed whether a review of the entity's risk
	annually to satisfy itself that it continues to be sound and
	management framework was undertaken during the reporting period
	that the entity is operating with due regard to the risk
	at:
	appetite set by the board; and
	https://blueenergy.com.au/corporate-governance
	(b) disclose, in relation to each reporting period, whether
	such a review has taken place.

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Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed the	Where a box below is ticked, we have NOT followed the
		recommendation in fullfor the wholeof the period above. We	recommendation in full for the whole of the period above. Our
		have disclosed this in our Corporate Governance Statement:	reasons for not doing so are:5
7.3	A listed entity should disclose:	☐	X set out in our Corporate Governance Statement
	(a) if it has an internal audit function, how the function is	[If the entity complies with paragraph (a):]
	structured and what role it performs; or
	and we have disclosed how our internal audit function is structured
	(b) if it does not have an internal audit function, that fact and
	and what role it performs at:
	the processes it employs for evaluating and continually
	……………………………………………………………………………..
	improving the effectiveness of its governance, risk
	[insert location]
	management and internal control processes.
		[If the entity complies with paragraph (b):]
		and we have disclosed the fact that we do not have an internal audit
		function and the processes we employ for evaluating and continually
		improving the effectiveness of our risk management and internal
		control processes at:
		https://blueenergy.com.au/corporate-governance
7.4	A listed entity should disclose whether it has any material	X	☐ set out in our Corporate Governance Statement
	exposure to environmental or social risks and, if it does, how it	and we have disclosed whether we have any material exposure to
	manages or intends to manage those risks.
	environmental and social risks at:
		https://blueenergy.com.au/corporate-governance
		and, if we do, how we manage or intend to manage those risks at:
		……………………………………………………………………………..
		[insert location]

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Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed the	Where a box below is ticked, we have NOT followed the
		recommendation in fullfor the wholeof the period above. We	recommendation in full for the whole of the period above. Our
		have disclosed this in our Corporate Governance Statement:	reasons for not doing so are:5
PRINCIPLE 8 - REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should:	☐	X set out in our Corporate Governance Statement OR
	(a) have a remuneration committee which:	[If the entity complies with paragraph (a):]	☐ we are an externally managed entity and this recommendation
	(1) has at least three members, a majority of whom are
	and we have disclosed a copy of the charter of the committee at:	is therefore not applicable
	independent directors; and
	……………………………………………………………………………..
	(2) is chaired by an independent director,
	[insert location]
	and disclose:
	and the information referred to in paragraphs (4) and (5) at:
	(3) the charter of the committee;
	……………………………………………………………………………..
	(4) the members of the committee; and
	[insert location]
	(5) as at the end of each reporting period, the number	[If the entity complies with paragraph (b):]
	of times the committee met throughout the period	and we have disclosed the fact that we do not have a remuneration
	and the individual attendances of the members at
	committee and the processes we employ for setting the level and
	those meetings; or
	composition of remuneration for directors and senior executives and
	(b) if it does not have a remuneration committee, disclose
	ensuring that such remuneration is appropriate and not excessive:
	that fact and the processes it employs for setting the level	https://blueenergy.com.au/corporate-governance
	and composition of remuneration for directors and senior
	executives and ensuring that such remuneration is
	appropriate and not excessive.
8.2	A listed entity should separately disclose its policies and	X	☐ set out in our Corporate Governance Statement OR
	practices regarding the remuneration of non-executive directors
	and the remuneration of executive directors and other senior	and we have disclosed separately our remuneration policies and	☐ we are an externally managed entity and this recommendation
	practices regarding the remuneration of non-executive directors and
	executives.	the remuneration of executive directors and other senior executives	is therefore not applicable
		at:
		https://blueenergy.com.au/corporate-governance
8.3	A listed entity which has an equity-based remuneration scheme	X	☐ set out in our Corporate Governance Statement OR
	should:	and we have disclosed our policy on this issue or a summary of it at:	☐ we do not have an equity-based remuneration scheme and
	(a) have a policy on whether participants are permitted to
	enter into transactions (whether through the use of	https://blueenergy.com.au/corporate-governance	this recommendation is therefore not applicable OR
	derivatives or otherwise) which limit the economic risk of		☐ we are an externally managed entity and this recommendation
	participating in the scheme; and
		is therefore not applicable
	(b) disclose that policy or a summary of it.

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Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed the	Where a box below is ticked, we have NOT followed the
		recommendation in fullfor the wholeof the period above. We	recommendation in full for the whole of the period above. Our
		have disclosed this in our Corporate Governance Statement:	reasons for not doing so are:5
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1	A listed entity with a director who does not speak the language	☐	☐	set out in our Corporate Governance Statement OR
	in which board or security holder meetings are held or key	and we have disclosed information about the processes in place at:	X
	corporate documents are written should disclose the processes	we do not have a director in this position and this
	it has in place to ensure the director understands and can	………………………………………………………………………		recommendation is therefore not applicable OR
	contribute to the discussions at those meetings and	[insert location]	☐	we are an externally managed entity and this recommendation
	understands and can discharge their obligations in relation to
	those documents.			is therefore not applicable
9.2	A listed entity established outside Australia should ensure that	☐	☐	set out in our Corporate Governance Statement OR
	meetings of security holders are held at a reasonable place and
	time.		X	we are established in Australia and this recommendation is
				therefore not applicable OR
			☐	we are an externally managed entity and this recommendation
				is therefore not applicable
9.3	A listed entity established outside Australia, and an externally	☐	☐	set out in our Corporate Governance Statement OR
	managed listed entity that has an AGM, should ensure that its		X
	external auditor attends its AGM and is available to answer		we are established in Australia and not an externally managed
	questions from security holders relevant to the audit.			listed entity and this recommendation is therefore not
				applicable
			☐	we are an externally managed entity that does not hold an
				AGM and this recommendation is therefore not applicable
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-	Alternative to Recommendation 1.1 for externally managed	☐	☐	set out in our Corporate Governance Statement
	listed entities:	and we have disclosed the information referred to in paragraphs (a)
	The responsible entity of an externally managed listed entity
	and (b) at:
	should disclose:
	……………………………………………………………………………..
	(a) the arrangements between the responsible entity and the
	[insert location]
	listed entity for managing the affairs of the listed entity;
	and
	(b) the role and responsibility of the board of the responsible
	entity for overseeing those arrangements.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Page 12

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed the	Where a box below is ticked, we have NOT followed the
		recommendation in fullfor the wholeof the period above. We	recommendation in full for the whole of the period above. Our
		have disclosed this in our Corporate Governance Statement:	reasons for not doing so are:5
-	Alternative to Recommendations 8.1, 8.2 and 8.3 for externally	☐	☐ set out in our Corporate Governance Statement
	managed listed entities:	and we have disclosed the terms governing our remuneration as
	An externally managed listed entity should clearly disclose the
	manager of the entity at:
	terms governing the remuneration of the manager.
	……………………………………………………………………………..
		[insert location]

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Page 13

C O R P O R A T E G O V E R N A N C E S T A T E M E N T 2 0 2 0

To ensure the Company operates effectively and in the best interests of shareholders, having regard to the nature of the Comp any's activities and its size, the Board for the period ending 30 June 2020 has adopted the Fourth Edition of the Corporate Governance Principles and Recommendations (Principles) issued by the ASX Corporate Governance Council, subject to the exceptions noted below.

The Company believes that during the reporting period ending 30 June 2020 its practices are largely consistent with those of the Fourth Edition Principles and where they do not follow a recommendation this statement identifies those that have not been followed and details if a reason for non-adherence is provided. Even where there is a deviation from the Principles the Company continues to review and update its policies and practices in order that it keeps abreast of the growth of the Company, the broadening of its activities, current legislation and good practice.

Blue Energy has a vision to become Australia's leading mid-sized oil and gas exploration and production company and to continue to build the 3P reserve base to 3TCF whilst growing a liquids portfolio from within our 100% held acreage. It conducts itself in a manner that values, safety, respect, ingenuity and teamwork.

The charters and policies of the Company as referenced through this Statement that are designed to promote these values and high standards of governance can be viewed on Blue Energy's website at: www.blueenergy.com.au

This Corporate Governance statement reports on the main practices of Blue Energy and is current as of 15 September 2020 and has been approved by the Board of Directors.

	Adoption	If not,
Principles and Recommendations	Yes/No	Explanation
	Provided
Principle 1 - Lay Solid Foundations for Management and Oversight
Recommendation 1.1 - Companies should disclose the roles and responsibilities of their board and	Yes
management, those expressly reserved to the board and those delegated to management. The Board
has a dedicated Charter, that addresses the recommendations contained in the Fourth Edition of the
Principles.
Recommendation 1.2 - Companies should undertake appropriate checks prior to the appointment or	Yes
election of a director and provide shareholders with information relevant to the election of a director.
Recommendation 1.3 - Companies should have written agreements as to the appointment of directors	Yes
and senior executives.
Recommendation 1.4 - The Company Secretary should be accountable directly to the board, through	Yes
the Chairman, as to the proper functioning of the board. Additionally, the Company Secretary can only
be appointed or removed by the Board.
Recommendation 1.5 - Companies should have and disclose a diversity policy setting measureable	Yes
objectives for achieving gender diversity and annually assess and disclose the objectives and progress
towards their achievement.
Recommendation 1.6 - Companies should have and disclose processes for evaluating board,	Yes
committee and director performance, and disclose any performance evaluation undertaken.
Recommendation 1.7 - Companies should have and disclose processes for evaluating senior executive	Yes
performance and disclose any performance evaluation undertaken.
Principle 2 - Structure the Board to Add Value
Recommendation 2.1 - The board should establish a nomination committee of at least three non-	No	Yes
executive directors (the majority being independent), chaired by an independent director, not being the
chairman, and disclose the committee charter, qualifications and experience of the committee members
and the frequency and attendees of the committee's meetings. If not, companies should disclose their
processes that ensure board succession, skills, knowledge, experience, independence and diversity.
Recommendation 2.2 - Companies should have and disclose a board skills matrix setting out the mix of	Yes
skills and diversity available to the Board
Recommendation 2.3 - Companies should disclose their independent directors, any interest, position, or	Yes
association that the Board considers does not compromise independence, and why, and the length of
each director's service.
Recommendation 2.4 - A majority of the Board should be independent directors.	No	Yes
Recommendation 2.5 - Companies should have an independent director as Chairman who should not	No	Yes
also hold the position of CEO.

C O R P O R A T E G O V E R N A N C E S T A T E M E N T 2 0 2 0

	Adoption	If not,
Principles and Recommendations	Yes/No	Explanation
	Provided
Recommendation 2.6 - Companies should have an induction program for new directors and provide	Yes
professional development opportunities for directors to ensure that they maintain the skills and
knowledge need to perform their roles.
Principle 3 - Act Ethically and Responsibly
Recommendation 3.1 - Companies should establish a code of conduct and disclose the code or a	Yes
summary of the code
Recommendation 3.2 - A Listed A listed entity should have and disclose a code of conduct for its	Yes
directors, senior executives and employees and ensure that the board or a committee of the Board is
informed of any material breaches of that code.
Recommendation 3.3 - Companies should have and disclose a whistleblower policy and ensure that the	Yes
board or a committee of the Board is informed of any material incidents reported under that policy.
Recommendation 3.4 - Companies should have an anti-bribery and corruption policy and ensure that	No	Yes
the board or a committee of the board is informed of any material incidents reported under that policy.
At this stage, the Company does not have a dedicated Policy to addresses these issues. It believes that
the size of the executive management team and controls on the expenditure of monies allows it to police
issues that otherwise would be covered by a dedicated anti-bribery and corruption policy at the Board
level.
Principle 4 - Safeguard Integrity in Corporate Reporting
Recommendation 4.1 - The board should establish an audit committee of at least three non-executive	No	Yes
directors (the majority being independent), chaired by an independent director, not being the Chairman
of the Company, and disclose the committee charter, qualifications and experience of the committee
members and the frequency and attendees of the committee's meetings. At this stage, the makeup of
the Board does not allow the Company to comply fully with this recommendation.
Recommendation 4.2 - Companies should prior to approval of financial statements receive from the	Yes
CEO and CFO a declaration that financial records have been properly maintained, the financial
statements comply with the accounting standards, give a true and fair view of the financial position
based on sound risk management, and that internal controls are operating effectively.
Recommendation 4.3 - Companies should disclose its process to verify the integrity of any periodic	Yes
corporate report it releases to the market that is not audited or reviewed by an external auditor.
Principle 5 - Make Timely and Balanced Disclosure
Recommendation 5.1 - Companies should establish written policies designed to ensure compliance with	Yes
ASX Listing Rule disclosure requirements and to ensure accountability at a senior executive level for
that compliance and disclose those policies or a summary of those policies.
Recommendation 5.2 - Companies should ensure that its Board receives copies of all materials	Yes
announcements promptly after they have been made.
Recommendation 5.3 - Companies that gives a new and substantive investor or analyst presentation	Yes
should release a copy of the presentation materials on the ASX Market Announcements Platform ahead
of the presentation.
Principle 6 - Respect the Rights of Shareholders
Recommendation 6.1 - Companies should provide information about themselves and their governance	Yes
on their website.
Recommendation 6.2 - Companies should design and implement an investor relations program to	Yes
facilitate communication.
Recommendation 6.3 - Companies should disclose their policies and processes to facilitate and	Yes
encourage participation at shareholder meetings.
Recommendation 6.4 - Companies should give shareholders the option to receive and send messages	Yes
to the Company and its share registry electronically.
Recommendation 6.5 - Companies should give security holders the option to receive communications	Yes
from, and send communications to, the entity and its security registry electronically.
Principle 7 - Recognise and Manage Risk
Recommendation 7.1 - The board should establish a committee to oversee risk of at least three	No	Yes
directors, the majority being independent, chaired by an independent director, and disclose the
committee charter, committee members, and the frequency and attendees of the committee's meetings.
At this stage, the makeup of the Board does not allow the Company to comply fully with this
recommendation.

C O R P O R A T E G O V E R N A N C E S T A T E M E N T 2 0 2 0

	Adoption	If not,
Principles and Recommendations	Yes/No	Explanation
	Provided
Recommendation 7.2 - The board or a board committee should review the company's risk management	Yes
framework annually as to soundness and disclose in relation to each reporting period whether the review
has taken place.
Recommendation 7.3 - Companies should disclose if they have an internal audit function how the	No	Yes
function is structural and what role it performs, and if it does not have an internal audit function disclose
that fact and the processes employed for evaluating and continually improving its risk management and
internal control processes. The Board considers that an internal audit function is not necessary at this
stage, given the current size and scope of the Company's operations.
Recommendation 7.4 - Companies should disclose if they have any material exposure to economic,	Yes
environmental and social sustainability risks and if so, how it manages those risks.
Principle 8 - Remunerate Fairly and Responsibly
Recommendation 8.1 - The board should establish a remuneration committee of at least three directors,	No	Yes
the majority being independent, chaired by an independent director, and disclose the committee charter,
members of the committee and the frequency and attendees of the committee's meetings.
No separate remuneration committee has been formed for Blue Energy as the Directors consider it
appropriate, given the size of the Company, for such matters to be handled and determined at Board
level.
If the company does not have a remuneration committee that fact should be disclosed, and the
processes employed for setting directors and senior executive remuneration and ensuring that
remuneration is appropriate and not excessive.
Recommendation 8.2 - Companies should separately disclose their policies and practices for	Yes
remuneration of non-executive and executive directors and senior executives.
Recommendation 8.3 - Companies which have equity based remuneration schemes should have a	Yes
policy on whether participants are permitted to enter transactions (such as derivatives or otherwise)
which limit the economic risk of scheme participation, and disclose the policy or a summary.

Principle 1 - Lay Solid Foundations for Management and Oversight

1. The role of the Board is to approve the strategic direction of the Company, guide and monitor the management of it its business and oversee the implementation of appropriate corporate governance with respect to the Company's affairs.
2. The Company has formalised the respective roles and responsibilities of the Board and Management, those reserved to the Board and those delegated to Management, in a Board Charter. The Board Charter is available on this website.

1. The Company has probity processes in place (in accordance with the Board Charter) to confirm the appropriateness of candidates for appointment and election as Directors. The findings of these processes are disclosed to shareholders when recommending a candidate for election as a Director.
2. The Company has written agreements (in accordance with the Board Charter) with each Director and Senior Executive setting out the terms of their appointment including their duties rights and responsibilities.
3. The Company Secretary (in accordance with the Board Charter) reports directly to the Board, through the Chairman, as to the proper functioning of the Board.
4. The Company has a Diversity Policy that sets measurable objectives for achieving gender diversity, assesses progress towards the achievement of those objectives and reports on that progress, and the make-up of its Board and Management by gender each reporting period. The Diversity Policy is available on this website. Given the size of the Company and the stage of its development, measurable objectives have not been adopted and is this regard the Company does not current comply with recommendation 1.5 in its entirety.
5. The Company has a process for periodically evaluating (in accordance with the Board Charter) its Board, Committee and Director performance and confirms annually that this evaluation has been completed during each reporting period.
6. The Company has under its MD/CEO Performance Evaluation Policy a process for periodically evaluating (in accordance with the Board Charter) its MD/CEO performance and discloses the results of that evaluation each reporting period. The MD/CEO Performance Evaluation Policy is available on this website.
   The Company has established a formal process for evaluating the performance of senior executives which involves a performance and development review cycle where responsibilities and performance objectives are defined and regular feedback is provided through structured performance review meetings which are held in July each year. The performance of all senior executives is reviewed in accordance with this process.

C O R P O R A T E G O V E R N A N C E S T A T E M E N T 2 0 2 0

Principle 2 - Structure the Board to Add Value

1. A nomination committee has not been formed under recommendation 2.1. The Board as a whole considers the composition of the Board and appointment of new Directors, including the mix of skills, knowledge and experience required for the proper function of the Board. The Board identifies suitable candidates to fill vacancies as they arise.
   A board performance evaluation program (in accordance with the Board Charter) has been designed to evaluate the performance of the Board as a whole, individual Directors and Board Committees on an annual basis. All evaluations have regard to the collective nature of board work, the operation of governance processes established in the Board Charter and the attainment of any goals set by the Board. Board evaluation is conducted at a number of levels using a combination of assessment questionnaires and face-to-face meetings.
   The performance of the Board, individual Directors and Committees is reviewed in accordance with this process.
   The Board has processes in place, in accordance with the Board Charter, for the development of a plan for the succession of the Chairman and periodically evaluates this plan.
   The Company has a Diversity Policy that encourages the development of gender diversity at Board and Management levels.
   The Board Charter, which includes the Company's criteria for independence of directors, and the Diversity Policy are both available on this website.
2. Blue Energy Limited - Board Matrix

DIRECTOR	GENDER	QUALIFICATIONS	SKILLS/	EXPERIENCE BASED ON SKILLS/KNOWLEDGE	INDEPENDENT
KNOWLEDGE
				Corporate	Accountancy	Public	Geology
				Management		Sector Audit	Exploration	Production
John Ellice-Flint	Male	BSc (Hons) Harvard	Corporate Management	✓			✓	✓	No
(Chairman)		AMP	/ Geology
John Phillips	Male	BSc (Hons)	Corporate Management	✓			✓	✓	No
(CEO/MD)		GAICD	/ Geology
Rodney	Male	B Admin (Hons)	Corporate Management	✓	✓				Yes
Cameron		MBA MFM FAICD CPA	/ Accountancy
Karen Johnson	Female	B Comm	Accountancy / Public		✓	✓			Yes
		FCA	Sector Audit

2.3 The Board has two independent Directors and two non-independent Directors. The Directors considered to be independent are:

Karen Johnson

Rodney Cameron

The length of service of each is as follows:

Name	Position	Date Appointed
John Ellice-Flint	Executive Chairman	05/04/2012
John Phillips	Chief Executive Officer / Managing Director	28/06/2010
Karen Johnson	Non-executive Director (Independent)	30/09/2011
Rodney Cameron	Non-executive Director (Independent)	15/11/2011

1. Due to the size of the Company, there is not a clear majority of the Board who are independent directors. In this regard the Company does not comply with recommendation 2.4. Given the relative size of the Company, the interests of the shareholders represented on the Board and the stage of its development, the Directors consider the current Board composition as appropriate. The situation will be monitored and changed in line with best practice as and when the Directors feel the company is of sufficient size.
2. The Company has separate roles of Chairman and CEO/MD. The Company's Chairman is an Executive Chairman and as such is not an independent director. The Board believes that given Mr Ellice-Flint's vast executive and board experience in public companies, and specifically oil and gas companies, that Mr Ellice-Flint is best positioned to Chair the Company's Board of Directors. The Board believes that Mr Ellice-Flint appropriately discharges his duties as Chairman.
3. The Company has (in accordance with the Board Charter) procedures in place for the induction and orientation of new directors and also provides (in accordance with the Board Charter) Directors with professional development and continuing education and training opportunities from time to time to develop and maintain the knowledge needed to perform their roles effectively as Directors.

Principle 3 - Act Ethically and Responsibly

3.1 Blue Energy's values are the guiding principles and basis for the culture of the organisation it aspires to be and expects from its directors and senior management. These values are interwoven into the positions and statements that Company makes in respect to Community & Ethics, Sustainability & Heritage, Vision/Mission/Strategy and its Corporate Governance Policies and Procedures.

C O R P O R A T E G O V E R N A N C E S T A T E M E N T 2 0 2 0

1. The Company has established a Code of Ethics which sets out the Company's key values and how they should be applied within the workplace and in dealings with those outside of the Company. The Code of Ethics is available on the Company's website.
2. The Company has also in accordance with recommendation 3.3 adopted a Whistle Blowers policy. It also is planning for the adoption of an Anti-Bribery and Corruption Policy in compliance with recommendation 3.4. A copy of the Whistle Blowers policy is available on this website.

Principle 4 - Safeguard Integrity in Corporate Reporting

4.1 The Company has formed a Risk and Audit Committee consisting of two non-executive Directors both of whom are independent as defined by the ASX Corporate Governance Council's Principles. The Committee does not have three members as required by recommendation 4.1. The Board considers, given the size of the Company and the complexity of its operations and financial statements, that a Committee membership of two is currently sufficient to adequately discharge the Committee's functions. The Board does not believe that there would be any further benefit at this stage to appoint a third independent director to fulfil this role. The size and make-up of the Committee is periodically reviewed by the Board. The current members of the Risk and Audit Committee are:

Karen Johnson	Chairman, Independent Director
Rodney Cameron	Non-Executive Director, Independent Director

The qualifications, skills, experience and expertise of each committee member are detailed under Principle 2.2 of this Corporate Governance Statement and as detailed in the Directors Report included in the Annual Report for 2020 a copy of which can be located on the Company's website.

The Risk and Audit Committee formally reports to the Board after each of its meetings. Details of the number of meetings of the Risk and Audit Committee during each reporting period and attendance of members are set out in the Annual Report for 2020.

The external audit firm partner or an appropriate delegate responsible for the Company audit attends meetings of the Board and Audit Committee by invitation.

The Risk Oversight and Management Policy and the Risk and Audit Committee Charter, which includes information on procedures for the selection and appointment of the external auditor, and for the rotation of external audit engagement partners, are available on the Company's website.

1. The Risk and Audit Committee keeps minutes of its meetings and includes them for review at the following Board Meeting. The Risk and Audit Committee members' attendance at meetings as compared to total meetings held is set out in the Directors' Report contained in the Annual Report.
2. The Company has in place a procedure whereby prior to approval of financial statements by the Board (in addition to any formal management representation letter to the Company's auditor) the CEO and CFO provide a declaration in accordance with Sections 286 and 295(3)(b) of the Corporations Act 2001 (Cth) that financial records have been properly maintained, the financial statements comply with the accounting standards, and give a true and fair view of the financial position based on sound risk management and internal controls operating effectively.
3. The Company has in place a procedure whereby it ensures that its external auditor attends its AGM, in accordance with the requirements of Section 250RA of the Corporations Act 2001 (Cth) and is available to answer questions relevant to the audit.
4. Recommendation 4.3 provides that a listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor. The only periodic finance -based reports that the Company releases each year are the full year and half year accounts along with the quarterly Appendix 5Bs. The half year and full year accounts are audited and signed off the Company's independent external auditors. While the Appendix 5Bs are prepared internally, they are done so utilising the same accounting principles and accounts on which the audited half year and full year accounts are prepared and released. These reports are also reviewed by Risk and Audit Committee members and the Board as a whole.

Principle 5 - Make Timely and Balanced Disclosure

1. The Company has adopted a continuous disclosure policy to ensure compliance with the continuous disclosure obligations under the ASX Listing Rules and the Corporations Act and to ensure all investors have equal and timely access to material information concerning the Company and that Company announcements are factual and presented in a clear and balanced way.
2. The Company is committed to the promotion of investor confidence by ensuring that it meets its ASX reporting obligations and that trading in the Company's securities takes place in an informed market. In addition, there is an internal protocol that has been established involving the Executives of the Company, to arrange for the timely preparation and release of all announcements to the ASX. To ensure that Directors receive copies of all ASX announcements their emails have been recorded with the ASX email distribution list so that on an announcement being made an email confirming its release is independently sent to them by the ASX.
3. Presentations that are made to analysts or investors are posted on the Company's website. If the presentations contain information that has not previously been announced to ASX that could have a material effect on the share price, the presentation is released to the ASX before the presentation is delivered. In addition, the website contains a function to allow interested parties to subscribe to receive electronic notification of public releases and other relevant material concerning the Company.

C O R P O R A T E G O V E R N A N C E S T A T E M E N T 2 0 2 0

In addition, all changes in Directors' interests in the Company's securities are promptly reported to the ASX in compliance with Section 205G of the Corporations Act and the ASX Listing Rules.

A summary and a copy of the Continuous Disclosure Policy is available on the Company's website, which details that all material announcements made to the market are circulated to the members of the Board.

Principle 6 - Respect the Rights of Shareholders

6.1 & 6.2 The Company has a Shareholder Communication Policy. Through this the Board aims to ensure that the shareholders are informed of the Company's governance and all major developments affecting the Company's state of affairs.

Through its shareholder communications, the Company aims to provide information that will allow existing shareholders, potential shareholders and financial analysts to make informed decisions about Blue Energy's value and to ensure that it meets its obligations under the ASX's continuous disclosure regime.

Information is communicated to shareholders through the:

• Company website;
• ASX Company Announcements platform;
• Quarterly Operations Reports;
• Half-yearReport;
• Annual Report; and
• other correspondence regarding matters impacting on shareholders (in accordance with the Shareholder Communications Policy) as required.

6.3 & 6.4 The Board encourages (through the Shareholder Communication Policy) full participation of shareholders at the Annual General Meeting to ensure a high level of accountability and association with the Company's strategy and goals, and also encourages the use of electronic communication with shareholders.

The Shareholder Communications Policy, designed to promote effective communication with shareholders, is available on the Company's website. Shareholders are encouraged to take advantage of the benefits of electronic communications by electing to receive communication from the Company and its share registry electronically.

In compliance with recommendation 6.4 and to ascertain the true intent of the Company's security holders the Board has decided that all resolutions at general meetings will be decided by poll.

Principle 7 - Recognise and Manage Risk

1. The Company has the Risk and Audit Committee to oversee risk. Details of this Committee are given under Principle 4 of this Statement. Given the Company's size and the scale and complexity of the potential risks it is exposed to it is considered that a committee consisting of two independent, non-executive directors is sufficient to adequately manage those potential risks. The Committee meets three times in each reporting period. During the 2019-202019 reporting period the Committee met three times. Ms Johnson attended three meetings and Mr Cameron attended three meetings.
2. The Company has a Risk Oversight and Management Policy. In accordance with that Policy, the Company has an established enterprise risk management program upgraded in accordance with the International Risk Standard AS/NZS ISO 31000:2009. It also has an established internal control program based upon the principles set out in the Australian Compliance Standard AS 3806:2006.
   The Company's enterprise risk management program addresses its material business risks. Each identified risk is individually assessed in terms of the likelihood of the risk event occurring and the potential consequences in the event that the risk event was to occur. CompliSpace Assurance software has been implemented through which material business risks are linked to mitigating controls. This software gives the Company the ability to monitor the performance of its enterprise risk and compliance programs in real time. It also ensures transparency of data and ease of reporting to the Board.
   Management provides to the Risk and Audit Committee and the Board a report as to the overall effectiveness of the Company's management of its material business risks during each reporting period. Having completed this the Board concluded that on the basis of the information provided and the recommendations of the Risk and Audit Committee, the Board was satisfied that the risk management framework continues to be sound and robust enough to address the risks that face the Company.
   In addition, for each reporting period the Board has receives a declaration from the CEO and the Executive Chairman that in their view:
3. • the declaration provided in accordance with section 295A of the Corporations Act 2001 is founded on a sound system of risk management and internal control; and
   • the system of risk management and internal control, to the extent that they relate to financial reporting, are operating effectively and efficiently in all material respects.
4. The Company does not have an internal audit function. The Audit and Risk Committee discharges the function of evaluating and continually improving the effectiveness of its risk management and internal control processes, and in doing so is subject to the overall supervision of the Board.

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1. Risks associated with economic, environmental and social sustainability matters have been included as part of the risk management register to ensure that they are continually being monitored and assessed.
2. A summary of the Company's Risk Oversight and Management Policy and risk management program is available on this website. The Risk and Audit Committee's Charter is also available on this website.

Principle 8 - Remunerate Fairly and Responsibly

1. The Company does not have a dedicated Remuneration Committee but rather the task of ensuring that the level of director and executive remuneration is appropriate and not excessive, and that its relationship to performance is clear, is dealt with by the full Board. The Board Charter detailing this role is available on this website.
2. The Company's Remuneration Policy as detailed in the Remuneration Report within the Annual Report for 2020 sets out its policies and practices regarding the remuneration of non-executive and executive directors and other senior executives. The Remuneration Policy is available on this website.
3. Under the Securities Trading Policy Senior executives and Directors are prohibited from entering into transactions in associated products (such as derivates or contracts for differences) which limit the economic risk of participating in unvested entitlements under any equity based remuneration packages, such as options and employee incentive rights. Further, all relevant personnel are prohibited from entering into margin loans arrangements to fund the acquisition of any of the Company's securities for from entering into arrangements whereby their securities in the Company are used as collateral. A copy of the Securities Trading policy is available on this website.

Approved by the Board

15 September 2020