Corporate Governance Statement

	S e c o n d F l o o r , 9 H a v e l o c k S t r e e t
	W e s t P e r t h W A 6 0 0 5
	P o s t a l A d d r e s s :
	P O B o x 6 8 9 , W e s t P e r t h W A 6 8 7 2
ABN 60 060 628 524	T e l e p h o n e : ( 6 1 8 ) 9 4 8 1 8 4 4 4
	E m a i l : i n f o @ h a m p t o n h i l l . c o m . a u
	W e b : w w w . h a m p t o n h i l l . c o m . a u

27 October 2021

Company Announcements Office

ASX Limited

Level 4, 20 Bridge Street

SYDNEY NSW 2000

Corporate Governance Statement

Attached the 2021 Corporate Governance Statement for Hampton Hill Mining NL.

By authority of the board.

Peter Ruttledge

Company Secretary

	L e v e l 2 , 9 H a v e l o c k S t r e e t
	W e s t P e r t h W A 6 0 0 5
	P o s t a l A d d r e s s :
	P O B o x 6 8 9 , W e s t P e r t h W A 6 8 7 2
ABN 60 060 628 524	T e l e p h o n e : ( 6 1 8 ) 9 4 8 1 8 4 4 4
	E m a i l : i n f o @ h a m p t o n h i l l . c o m . a u
	W e b : w w w . h a m p t o n h i l l . c o m . a u

Corporate Governance Statement

For the Financial Year ending 30 June 2021

This Corporate Governance Statement is current as at 27 October 2021 and has been approved by the board of directors (Board) of the Company on that date.

This Corporate Governance Statement discloses the extent to which the Company has, during the financial year ending 30 June 2021, followed the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and recommendations - 4th Edition (Recommendations). The Recommendations are not mandatory, however the Recommendations that have not been followed for any part of the reporting period have been identified and reasons provided for not following them along with what (if any) alternative governance practices were adopted in lieu of the Recommendation during that period.

Due to the current size and nature of the existing Board and nature and scale of the Company's operations, the Board does not consider that the Company will gain any benefit from individual Board committees and that its resources would be better utilised in other areas as the Board is of the view that at this stage the experience and skill set of the current Board is sufficient to perform these roles.

Under the Company's Board Charter, the duties that would ordinarily be assigned to individual committees, are currently carried out by the full Board.

Corporate Governance Council		Comply?		Explanation
recommendation		(Yes/ no)
PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should have and		Yes		Refer to the Company's board charter at http://www.hamptonhill.com.au/CorpGov.htm
	disclose a board charter setting out
	the respective roles and
	responsibilities of its board and
	management and those matters
	expressly reserved to the board and
	those delegated to management.
1.2	A listed entity should:		Yes		The Board oversees the selection, appointment and induction of new directors. An important part of this process is
		assessing potential candidates for the Board and includes undertaking appropriate checks before appointing a person as
	(a)	undertake appropriate				a director of the Company or putting forward to shareholders a new candidate for election as a director. The assessment
				of potential candidates includes their relevant qualifications, skills and experience, their character, details of other board
	checks before appointing a director
				commitments, potential conflicts of interest and whether they qualify as being independent.
	or senior executive or putting
	someone forward for election as a				The Board provides shareholders with biographical details and other relevant information as to the qualifications,
	director; and
				experience and skills of a candidate standing for election or re-election as a director to enable the shareholders to make
	(b)	provide security holders				an informed decision as to whether or not to elect or re-elect the candidate.
	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		No		A written agreement, in the form of a letter of appointment, is provided to new directors, setting out the term of their
		appointment, their remuneration, the time that it is envisaged they will need to commit to perform their duties, the
	agreement with each director and
				requirement for them to disclose interests and matters that may affect their independence, the requirement for them to
	senior executive setting out the
				comply with key corporate policies including the Company's policy on trading its shares, and the requirement to adhere to
	terms of their appointment.
						ongoing confidentiality obligations. The letter of appointment also sets out indemnity and insurance arrangements, ongoing
						rights of access to corporate information and the circumstances in which directors may seek independent professional
						advice at the Company's expense.
						Written contracts of engagement are entered into when engaging senior executives setting out their position, duties and
						responsibilities, termination circumstances and entitlements.

1.4	The company secretary of a listed	Yes	The Company Secretary is accountable to the Board and reports directly to the Chairman. The decision to appoint or
remove the Company Secretary is made by the Board.
	entity should be accountable directly
	to the board, through the chair, on		Each director may communicate directly with the Company Secretary and vice versa.
	all matters to do with the proper
	functioning of the board.		The duties and responsibilities of the Company Secretary include coordinating Board meetings and the timely circulation
				of Board papers, minuting board meetings and resolutions, regularly communicating with Board members on matters
				relating to Board procedures and compliance with ASX Listing Rules and advising the Board on governance matters.
1.5	A listed entity should:	No	The Company believes that fair and equal access to employment opportunities should be afforded to all eligible employees,
regardless of gender, age, nationality, race, religion or sexuality, and that a diverse workforce will provide the broadest and
	(a)	have and disclose a		most effective talent pool.
	diversity policy;		The Company does not have a formalised diversity policy.
	(b)	through its board or a
	committee of the board set		Measurable objectives for achieving gender diversity
	measurable objectives for achieving		The Company did not establish measurable objectives for achieving gender diversity during the period.
	gender diversity in the composition
	of its board, senior executives and		Employee/director proportions
	workforce generally; and
	(c)	disclose in relation to each		100% of the board at 30 June 2021 is male.
	reporting period:		As at 30 June 2021 the Company had no full time employees. There were no new personnel appointments during the year
	(1)	the measurable objectives
		to the executive.
	set for that period to achieve gender
	diversity;

1. the entity's progress towards achieving those objectives; and
2. 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)

1.6	A listed entity should:	No	Due to the size and composition of the Board, the Company does not have a formal process for the performance evaluation
of the Board or individual directors.
	(a)	have and disclose a		Accordingly, no formal performance evaluation for the Board or its members took place during the reporting period.
	process for periodically evaluating

the performance of the board, its	Directors are encouraged to attend director training and professional development courses, as required, at the Company's
committees and individual directors;	expense. New directors have access to all employees to gain full background on the Company's operations.
and

1. disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.

1.7	A listed entity should have and	Yes	The Executive Chairman's performance is evaluated by the rest of the board. The Executive Chairman has continued to
elect, with the Board's consent, to receive no additional remuneration to that of the non-executive board members.
	disclose a process for evaluating
	the performance of its senior		The Company Secretary's performance and remuneration are evaluated on an annual basis.
	executives at least once every
	reporting period and 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
2.1		The board of a listed entity should	Yes	Due to the size of the Company and the composition of the Board, a nomination committee has not been established. The
	Board does not consider that the Company's affairs are of such a size and complexity as to merit the establishment of a
		have a nomination committee.
			separate nomination committee. Until this situation changes, the Board will carry out the functions of a nomination
		If it does not have a nomination		committee.
		committee, it should disclose that		The Board considers that it is in the best interests of the Company to determine the criteria for the selection of new directors
		fact and the processes it employs
			based on any perceived deficiencies in the skill set of the Board as and when a casual vacancy arises. The Board remains
		to address board succession
			constantly aware of the requirement to balance the Company's need to retain the overall spread of knowledge, experience
		issues and to ensure that the
			and skills that the current Board provides with any opportunity or need that may arise to enhance the overall capabilities of
		board has the appropriate
		balance of skills, knowledge,		the Board either through the replacement of an existing director or the appointment of an additional director.
		experience, independence and		Retirement and rotation of directors is governed by the Corporations Act and the constitution of the Company. Each year,
		diversity to enable it to discharge
		its duties and responsibilities		one-third of the directors must retire and offer themselves for re-election. Any casual vacancy filled between general
		effectively.		meetings will be subject to a shareholder vote at the next Annual General Meeting of the Company.
				Re-appointment of directors is not automatic. Shareholders are provided with relevant information on each of the
				candidates for election or, where applicable, re-election.