New Century Resources : Corporate Governance Statement FY2020

Corporate

Governance

Statement

FY20

Current to 30 October 2020

Overview of Governance

As a Board, we believe that a strong corporate governance framework and culture translates to a strong company that delivers for its shareholders.

New Century's directors and management are committed to conducting business in an ethical, fair and transparent manner in accordance with high standards of corporate governance.

New Century reports against the 3rd edition of the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations (ASX Principles) and unless otherwise stated, complies with the ASX Principles.

1. Board of Directors

1.1 Role and responsibilities

The Board of Directors is responsible for guiding and monitoring New Century Resources Limited (Company) on behalf of shareholders by whom they are elected and to whom they are accountable.

The Board is responsible for, and has the authority to determine all matters relating to the strategic direction, policies, practices, establishing goals for management and the operation of the Company.

The monitoring and ultimate control of the business of the Company is vested in the Board. The Board's primary responsibility is to oversee the Company's business activities and management for the benefit of the Company's shareholders. The specific responsibilities of the Board include:

• setting the cultural tenor of the Company;
• overseeing the Company, including its control and accountability systems;
• appointment, evaluation, rewarding and if necessary the removal of the Managing Director, the Company Secretary and senior management personnel;
• in conjunction with members of the senior management team, to develop corporate objectives, strategies and operations plans and to approve and appropriately monitor plans, new investments, major capital and operating expenditures, use of capital, acquisitions, divestitures and major funding activities;
• establishing appropriate levels of delegation to executive Directors to allow them to manage the business efficiently;
• monitoring actual performance against planned performance expectations and reviewing operating information at a requisite level, to understand at all times the financial and operating conditions of the Company, including the reviewing and approving of annual budgets;
• monitoring the performance of senior management, including the implementation of strategy, and ensuring appropriate resources are available to them;
• identifying areas of significant business risk and to ensure that the Company is appropriately positioned to manage those risks;
• overseeing the management of safety, occupational health and environmental matters;
• satisfying itself that the financial statements of the Company fairly and accurately set out the financial position and financial performance of the Company for the period under review;
• satisfying itself that there are appropriate reporting systems and controls in place to assure the Board that proper operational, financial, compliance, and internal control processes are in place and functioning appropriately;

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• ensuring that appropriate internal and external audit arrangements are in place and operating effectively;
• having a framework in place to help ensure that the Company acts legally and responsibly on all matters consistent with the code of conduct; and
• reporting accurately to shareholders, on a timely basis.

The Board may not delegate its overall responsibility for the matters listed above, which it has designated as Matters Reserved for Board. However, the responsibility for the day-to-day operation and administration of the Company is delegated by the Board to the Managing Director. The Board ensures that the Managing Director and the management team is appropriately qualified and experienced to discharge their responsibilities and has in place procedures to assess their performance.

Whilst there is a clear division between the responsibilities of the Board and management, the Board is responsible for ensuring that management's objectives and activities are aligned with the expectations and risks identified by the Board. The Board has a number of mechanisms in place to ensure this is achieved including

• Board approval and monitoring of a strategic plan;
• approval of budgets and monitoring actual performance against budget; and
• procedures are in place to incorporate presentations at each Board meeting by financial, operations, exploration and marketing management, as appropriate.

1.2 Board Composition

New Century is committed to ensuring that the composition of the Board continues to comprise directors who, as a whole, possess the diversity of skills and experience required to fulfil the role and responsibilities of the Board. The Board also has access to, and ability to engage with, senior executives who may also attend Board and Board Committee meetings by invitation.

The Board currently comprises five directors, four of whom are non-executive.

Non-Executive Directors	Independent	Appointed	Gender
Robert McDonald - Chairman	Yes	17 July 2019	Male
Nick Cernotta	Yes	28 March 2019	Male
Bryn Hardcastle	Yes	8 December 2011	Male
Peter Watson	Yes	12 January 2018	Male
Executive Director	Independent	Appointed	Gender
Patrick Walta - Managing Director	No	13 July 2017	Male

Details of the qualifications and experience of the current directors and prior directors are set out in the 2020 Annual Report.

Skills and Experience

In considering the composition of the Board, directors take into account the appropriate characteristics needed by the Board to maximise its effectiveness and the blend of skills, knowledge and experience necessary for the present and future needs of the Company.

The Board believes that having a range of different skills, backgrounds and experience enables a broad range of viewpoints which facilitates effective governance and decision making.

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The Board's Remuneration & Nomination Committee has primary responsibility for conducting assessments of the current mix of skills and experience of directors, taking into account the business and strategic needs of the Company, as well as the broader succession planning issues for both the Board and management.

A summary of the Board's current skills matrix is as follows with the number of directors with an expert level noted:

Board Skills Matrix	Directors
Executive Leadership	3
Evaluating senior management, overseeing strategic human capital planning, industrial relations,
organisational change management programmes and sustainable success in business at a senior
level.
Finance, Commerce & Accounting	3
Financial accounting and reporting, internal financial and risk controls, corporate finance and
restructuring corporate transactions.
ESG, Legal / Regulatory, Policy	1
Experience in integrating ESG principles into company decision-making, working in a legal or
regulatory environment or dealing with legal/regulatory matters in an executive role, and
identifying key issues and developing appropriate policies.
Strategy	5
Identifying and critically assessing strategic opportunities and threats to the organisation and,
developing and implementing successful strategies in context to an organization's policies and
business objectives.
HSE	2
Implementing health, safety and wellbeing strategies, proactive identification and prevention of
health, safety and environmental risks.
HR & Workplace Relations	3
Board Remuneration Committee membership or succession planning, remuneration and talent
management experience.
Major Projects / Construction	1
Contract negotiations, project management, projects involving large-scale outlays and projects
with long-term investment horizons.
Capital markets	2
Expertise and commitment to sustainability initiatives, social responsibility, and investor
engagement.
Technical Skills in Resources	3
Technical understanding of geology, mining engineering, processing or logistics/marketing.
Technical Skills in Business	4
Experience in deal making, negotiations or takeover responses with sound business judgement.
Commodities Exposure	4
Executive expertise in commodities, mining or resources sectors.
Previous Board Experience	4
Serving on boards of varying size and composition, in varying industries and for a range of
organisations.
Risk Management & Compliance	4
Applying broad based risk management frameworks, identifying key risks related to key areas of
operations, monitoring risk and compliance.

To the extent that skills are not directly represented on the Board, they are augmented through management and external advisers.

The Board also considers personal attributes required of all directors include integrity and ethics, effective listening and communication skills, to be a contributor and team player, demonstration of commitment and critical and innovative thinking.

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