Flinders Mines : Corporate Governance Statement

2020 Corporate Governance Statement	23 September 2020

Flinders Mines Limited's objective is to achieve best practice in corporate governance and the Company's Board, senior executives and employees are committed to achieving this goal.

Flinders' Board of Directors is responsible for establishing the corporate governance framework of the Company and its related bodies corporate. For the financial year commencing 1 July 2019 and ending 30 June 2020 (Reporting Period), the Board considered and reports against the Principles of Corporate Governance and Best Practice Recommendations (3rd Edition) as published by the ASX Corporate Governance Council ("ASX Corporate Governance Principles").

In February 2019, the ASX Corporate Governance Council introduced the 4th Edition of the ASX Corporate Governance Principles, which will apply to the Company for its financial year commencing 1 July 2020. The Company has reviewed its corporate governance practices against the 4th Edition of the ASX Corporate Governance Principles, effective 1 July 2020, and will report against these as part of its annual reporting for FY2021.

This Corporate Governance Statement has been approved by the Flinders' Board and summarises the corporate governance practices and procedures that were in place throughout the Reporting Period. In addition to the information contained in this Corporate Governance Statement, the Company's website at www.flindersmines.comcontains additional details of its corporate governance practices and procedures.

The ASX Listing Rules require listed companies to include in their Annual Report or their website a statement disclosing the extent to which they have complied with the ASX Corporate Governance Principles in the reporting period. The recommendations are not prescriptive and if a company considers that a recommendation is inappropriate having regard to its particular circumstances, the company has the flexibility not to adopt it. Where Flinders considered it was not appropriate to presently comply with a particular recommendation, the reasons are set out in the relevant section of this Corporate Governance Statement.

With the exception of the departures detailed in this Corporate Governance Statement, the corporate governance practices of the Company during the reporting period were compliant with the ASX Corporate Governance Principles (3rd Edition). The table below provides a summary of the Company's compliance with each of the eight ASX Corporate Governance Principles:

			Comply
		Recommendation	Yes/No/
			Partly
1.1	A listed entity should disclose:
	(a) the respective roles and responsibilities of its board and	Yes
		management; and
	(b)	those matters expressly reserved to the board and those delegated	Yes
		to management.
1.2	A listed entity should:
	(a)	undertake appropriate checks before appointing a person, or putting	Yes
		forward to security holders a candidate for election, as a director; and
	(b)	provide security holders with all material information in its possession	Yes
		relevant to a decision on whether or not to re-elect a director.
1.3	A listed entity should have a written agreement with each director and senior	Yes
	executive setting out the terms of their appointment.
1.4	The company secretary of a listed entity should be accountable directly to the	Yes
	board, through the chair, on all matters to do with the proper functioning of
	the board.

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2020 Corporate Governance Statement	23 September 2020

1.5 A listed entity should:

(a)	have a diversity policy which includes requirements for the board or a	Yes
	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	Yes

1. disclose as at the end of each reporting period the measurable No objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity's

	diversity policy and its progress towards achieving them and either:
	(1)	the respective proportions of men and women on the board, in	Yes
		senior executive positions and across the whole organisation
		(including how the entity has defined "senior executive" for these
		purposes); and
	(2)	if the entity is a "relevant employer" under the Workplace Gender	Not
		Equality Act, the entity's most recent "Gender Equality	applicable
		Indicators", as defined and published under that Act.
1.6 A listed entity should:
(a) have and disclose a process for periodically evaluating the	Yes
	performance of the board, its committees and individual directors;
	and
(b)	disclose, in relation to each reporting period, whether a performance	No
	evaluation was undertaken in the reporting period in accordance with
	that process.
1.7 A listed entity should:
(a) have and disclose a process for periodically evaluating the	Yes
	performance of its senior executives; and
(b)	disclose, in relation to each reporting period, whether a performance	Yes
	evaluation was undertaken in the reporting period in accordance with
	that process.
2.1 The board of a listed entity should:
(a)	have a nomination committee which:	Yes
	(1)	has at least three members, a majority of whom are independent	Yes (part
		directors; and	period)
	(2)	is chaired by an independent director, and disclose
	(3)	the charter of that committee; and	Yes
	(4)	as at the end of each reporting period, the number of times the	Yes
		committee met throughout the period and the individual	Yes
		attendances of members at those meetings; or
(b)	if it does not have a nomination committee, disclose that fact and the
	processes it employs to address board succession issues and to	Not
	ensure that the board has the appropriate balance of skills,	applicable
	knowledge, experience, 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 setting out the	Yes
mix of skills and diversity that the board currently has or is looking to achieve
in its membership.

2.3 A listed entity should disclose:

1. the names of the directors considered by the board to be Yes

independent directors;

(b) if a director has an interest, position, association or relationship of the N/A type described in Box 2.3 of the ASX Recommendations, but the board is of the opinion it does not compromise the independence of

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2020 Corporate Governance Statement	23 September 2020
	the director, the nature of the interest, position, association or
	relationship in question and an explanation of why the board is of that
	opinion; and
	(c) the length of service of each director.		Yes
2.4	A majority of the board of a listed entity should be independent directors.	Yes (part
					period)
2.5	The chair of the board of a listed entity should be an independent director	Yes
	and, in particular, should not be the same person as the CEO of the entity.
2.6	A listed entity should have a program for inducting new directors and provide	Yes
	appropriate professional development opportunities for directors to develop
	and maintain the skills and knowledge needed to perform their role as
	directors effectively.
3.1	A listed entity should:
	(a) have a code of conduct for its directors, senior executives and	Yes
	employees; and
	(b) disclose that code or a summary of it.		Yes
4.1	The Board of a listed entity should:
	(a) have an audit committee which:		Yes
	(1)	has at least three members, all of whom are	non-executive	Yes (part
			directors and a majority of whom are independent directors; and	period)
	(2)		is chaired by an independent director, who is not the chair of the	Yes
			board, and disclose:
	(3)		the charter of the committee;		Yes
	(4)	the relevant qualifications and experience of members of the	Yes
			committee; and
	(5)	in relation to each reporting period, the number	of times the	Yes
			committee met throughout the period and the individual
			attendances of the members at those meetings; or
	(b) if it does not have an audit committee, disclose that fact and the	Not
	processes it employs that independently verify and safeguard the	applicable
	integrity of its corporate reporting, 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 entity's financial	Yes
	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 that has an AGM should ensure that its external auditor attends	Yes
	its AGM and is available to answer questions from security holders relevant
	to the audit.
5.1	A listed entity should:
	(a) have a written policy for complying with its continuous disclosure	Yes
	obligations under the Listing Rules; and
	(b) disclose that policy or a summary of it.		Yes
6.1	A listed entity should provide information about itself and its governance to	Yes
	investors via its website.
6.2	A listed entity should design and implement an investor relations program to	Yes
	facilitate effective two-way communication with investors.
6.3	A listed entity should disclose the policies and processes it has in place to	Yes
	facilitate and encourage participation at meetings of security holders.
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2020 Corporate Governance Statement	23 September 2020
6.4 A listed entity should give security holders the option to receive	Yes
communications from, and send communication to, the entity and its security
registry electronically.
7.1 The board of a listed entity should:
(a)	have a committee or committees to oversee risk, each of which:	Yes
	(1)	has at least three members, a majority of whom are independent	Yes (part
		directors; and		period)
	(2)	is chaired by an independent director; and disclose		Yes
	(3)	the charter of the committee;		Yes
	(4)	the members of the committee; and		Yes
	(5)	as at the end of each reporting period, the number of times the	Yes
		committee met throughout the period and the individual
		attendances of the members at those meetings; or
(b) if it does not have a risk committee or committees that satisfy (a)	Not
	above, disclose that fact and the processes it employs for overseeing	applicable
	the entity's risk management framework.
7.2 The board or a committee of the board should:
(a)	review the entity's risk management framework at least annually to	Yes
	satisfy itself that it continues to be sound; and
(b)	disclose, in relation to each reporting period, whether such a review	Yes
	has taken place.
7.3 A listed entity should disclose:
(a)	if it has an internal audit function, how the function is structured and	Not
	what role it performs; or		applicable
(b) if it does not have an internal audit function, that fact and the	Yes
	processes it employs for evaluation and continually improving the
	effectiveness of its risk management and internal control processes.
7.4 A listed entity should disclose whether it has any material exposure to	Yes
economic, environmental and social sustainability risk and, if it does, how it
manages or intends to manage those risks.
8.1 The Board of a listed entity should:
(a)	have a remuneration committee which:		Yes
	(1)	has at least three members, a majority of whom are independent	Yes (part
		directors; and		period)
	(2)	is chaired by an independent director, and disclose		Yes
	(3)	the charter of the committee;		Yes
	(4)	the members of the committee; and		Yes
	(5)	as at the end of each reporting period, the number of times the	Yes
		committee met throughout the period and the individual
		attendances of the members at those meetings; or
(b)	if it does not have a remuneration committee, disclose that fact and	Not
	the processes it employees for setting the level and composition of	applicable
	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 practices regarding	Yes
the remuneration of non-executive directors and the remuneration of
executive directors and other senior executives.

8.3 A listed entity which has an equity-based remuneration scheme should:

1. have a policy on whether participants are permitted to enter into Yes

transactions (whether through the use of derivatives or otherwise)
which limit the economic risk of participating in the scheme; and
(b) disclose that policy or a summary of it.	Yes

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