Ora Gold : 2021 Corporate Governance Statement & Appendix 4G

For personal use only

ORA GOLD LIMITED

CORPORATE GOVERNANCE STATEMENT

FOR THE YEAR ENDED 30 SEPTEMBER 2021

Approach to Corporate Governance

Ora Gold Limited ACN 085 782 994 (Company) has established a corporate governance framework, the key features of which are set out in this statement. In establishing its corporate governance framework, the Company has referred to the recommendations set out in the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations 4th edition (Principles and Recommendations).

This corporate governance statement discloses the extent to which the Company followed each of the recommendations set out in the Principles and Recommendations for the period 1 October 2020 to 30 September 2021 (Reporting Period). The Company has followed each recommendation where the Board has considered the recommendation to be an appropriate benchmark for its corporate

governance practices. Where the Company's corporate governance practices follow a recommendation, the Board has made appropriate statements reporting on the adoption of the recommendation. In compliance with the "if not, why not" reporting regime, where, after due consideration, the Company's corporate governance practices do not follow a recommendation, the Board has explained it reasons for not following the recommendation and disclosed what, if any, alternative practices the Company has adopted instead of those in the recommendation. The Company renewed and updated its governance documents on 20 September 2021.

The following governance-related documents can be found on the Company's website at www.ora.gold/corporate-governance:

Charters

Board

Audit Committee

Nomination Committee

Remuneration Committee

Risk Committee

Policies and Procedures

Policy and Procedure for the Selection and (Re) Appointment of Directors

Process for Performance Evaluations

Securities Trading Policy

Code of Conduct (summary)

Compliance Procedures (summary)

Procedure for the Selection, Appointment and Rotation of External Auditor

Shareholder Communication and Investor Relations Policy

Diversity Policy (summary)

Induction Program

Policy on Continuous Disclosure (summary)

Whistleblower Policy

Anti-Bribery and Corruption Policy (Adopted 20 September 2021)

The information in this statement is current at 17 December 2021. This statement was approved by a resolution of the Board on 17 December 2021.

PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

Recommendation 1.1

The Company has established the respective roles and responsibilities of its Board and management, and those matters expressly reserved to the Board and those delegated to management and has documented this in its Board Charter, which is disclosed on the Company's website.

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ORA GOLD LIMITED

CORPORATE GOVERNANCE STATEMENT

FOR THE YEAR ENDED 30 SEPTEMBER 2021

Recommendation 1.2

The Company undertakes appropriate checks before appointing a person, or putting forward to shareholders a candidate for election as a director and provides shareholders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.

The checks which are undertaken, and the information provided to shareholders are set out in the Company's Policy and Procedure for the Selection and (Re) Appointment of Directors which is disclosed on the Company website.

The Company provided shareholders with all material information in relation to the re-election of Malcolm Randall as a director at its Annual General Meeting held on 26 February 2021.

Recommendation 1.3

The Company has, and had during the Reporting Period, a written agreement with each director and senior executive setting out the terms of their appointment. The material terms of any employment, service or consultancy agreement the Company, or any of its child entities, has entered into with its former Chief Executive Officer, any of its directors and any other person or entity who is a related party of the former Chief Executive Officer or any of its directors has been disclosed in accordance with ASX Listing Rule 3.16.4 (taking into consideration the exclusions from disclosure outlined in that rule).

Recommendation 1.4

The Company Secretary is accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board as outlined in the Company's Board Charter. The Company's Secretary's role is also outlined in the employment agreement between the Company Secretary and the Company.

Recommendation 1.5

The Company has established a Diversity Policy, a summary of which is disclosed on the Company's website. However, the Diversity Policy does not include requirements for the Board to establish measurable objectives for achieving gender diversity or for the Board to assess annually both the objectives and progress towards achieving them. Nor has the Board set measurable objectives for achieving gender diversity. The Board considers that the Company has in place policies and arrangements to encourage diversity in employment. Further, due to the Company's current operations, size and small number of employees, the Board considers that it is difficult to set meaningful measurable objectives for achieving gender diversity. The Board will review its position and may develop measurable objectives when the Company's operations increase.

The respective proportions of men and women on the Board, in senior executive positions and across the whole organisation as at the date of this statement are set out in the following table. "Senior executive" for these purposes means those who have the opportunity to materially influence the integrity, strategy and operation of the Company and its financial performance:

		Proportion of women
	Whole organisation	2 out of 8 (25%)
	Senior executive positions	0 out of 1 (0%)
	Board	0 out of 5 (0%)
Recommendation 1.6

The Chair is responsible for evaluation of the Board and, when deemed appropriate, Board committees and individual directors in accordance with the process disclosed in the Company's Process for Performance Evaluations.

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ORA GOLD LIMITED

CORPORATE GOVERNANCE STATEMENT

FOR THE YEAR ENDED 30 SEPTEMBER 2021

Each of the directors (including the Chair) completes a questionnaire and the Chair discusses the responses to the questionnaire with the Board on a round-table basis. The Chair is reviewed on this basis by the rest of the Board. Where a Board member also performs an executive role (e.g. in the case of the Chief Financial Officer and Company Secretary), the review also addresses the directors' executive role.

During the Reporting Period, an evaluation of the Board, its committees and individual directors took place in accordance with the process disclosed above.

Recommendation 1.7

The Chair is responsible for evaluating the performance of the Company's senior executives in accordance with the process disclosed in the Company's Process for Performance Evaluations. During the Reporting Period, the Company had one senior executive, the Chief Financial Officer & Company Secretary.

The Chief Financial Officer and Company Secretary's performance was reviewed as part of his review as a Board member. Please refer to Recommendation 1.6 above.

PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE

Recommendation 2.1

The Board has not established a separate Nomination Committee. Given the current size and composition of the Board, the Board believes that there would be no efficiencies gained by establishing a separate Nomination Committee. Accordingly, the Board performs the role of the Nomination Committee. Although the Board has not established a separate Nomination Committee, it has adopted a Nomination Committee Charter, which describes the role, composition, functions and responsibilities of the full Board in its capacity as the Nomination Committee, and is disclosed on the Company's website.

When the Board convenes as the Nomination Committee it carries out those functions which are delegated to it in the Company's Nomination Committee Charter. Separate meetings of the full Board in its capacity as the Nomination Committee are held, and minutes of those meetings are taken. The Board deals with any conflicts of interest that may occur when convening in the capacity of the Nomination Committee by ensuring that the director with conflicting interests is not party to the relevant discussions.

As noted above, the full Board carries out the role of the Nomination Committee. The full Board did not officially convene as a Nomination Committee during the Reporting Period, however nomination-related discussions occurred from time to time during the year as required.

Recommendation 2.2

The mix of skills and diversity for which the Board is looking to achieve in membership of the Board is represented by the composition of its current Board. The Board members have a high level of experience and expertise in the resources sector. The Board comprises directors who possess the following skills, qualifications and experience:

• resource industry knowledge;
• extensive corporate and public company experience;
• strategic planning experience;
• technical skills and qualifications;
• experience in management and marketing in the resources sector;
• legal qualifications;
• financial qualifications;
• leadership;

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ORA GOLD LIMITED

CORPORATE GOVERNANCE STATEMENT

FOR THE YEAR ENDED 30 SEPTEMBER 2021

• geological experience; and
• risk management experience.

The Board considers that this mix of skills is appropriate for the Company's current circumstances. As the Company's circumstances change, it will continue to re-assess its composition, as appropriate.

Recommendation 2.3

The Board considers the independence of directors having regard to the relationships listed in Box 2.3 of the Principles & Recommendations. During the Reporting Period, the independent directors of the Company were Malcolm Randall, Rick Crabb and Philip Bruce.

Mr Randall has been a member of the Board for approximately 18 years, having been appointed on 8 September 2003. The Board has considered Mr Randall's independence, and notwithstanding his length of service on the Board, the Board considers that Mr Randall is sufficiently independent because he is not a member of management, he is free of any business or other relationship that could materially interfere with the independent exercise of his judgement and consistently makes decisions that are in the best interests of the Company. Accordingly, the Board considers Mr Randall to be an independent director

The length of service of each director Is set out in the table below:

Director	Date of	Length of
	Appointment	service
Philip G Crabb	7	March 2012	9 years 6 months
Frank DeMarte	30 April 2001	20 years 4 months
Malcolm Randall	8	September 2003	18 years
Rick W Crabb	20 November 2017	3 years 9 month
Philip F Bruce	1	March 2019	2 year 6 months

Recommendation 2.4

During the Reporting Period, the Board comprised of a majority of independent Directors.

Recommendation 2.5

During the Reporting Period, the Company had an independent Chair, Mr Rick Crabb. Mr Crabb is not the Chief Executive Officer of the Company. The Company does not currently have a Chief Executive Officer, the role being performed by the Board as a whole.

Recommendation 2.6

The Company has an induction program that it uses to when new directors join the Board and when new senior executives are appointed. The goal or the program is to assist new directors to participate fully and actively in Board decision-making at the earliest opportunity and to assist senior executives to participate fully and actively in management decision-making at the earliest opportunity. The Company's Induction Program is disclosed on the Company's website.

The full Board in its capacity as the Nomination Committee regularly reviews whether the directors as a group have the skills, knowledge and familiarity with the Company and its operating environment required to fulfil their role on the Board and the Board committees effectively using a Board skills matrix. Where any gaps are identified, the Board considers what training or development should be undertaken to fill those gaps. In particular, the Board ensures that any director who does not have specialist

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ORA GOLD LIMITED

CORPORATE GOVERNANCE STATEMENT

FOR THE YEAR ENDED 30 SEPTEMBER 2021

accounting skills or knowledge has a sufficient understanding of accounting matters to fulfil his or her responsibilities in relation to the Company's financial statements.

PRINCIPLE 3 - ACT ETHICALLY AND RESPONSIBLY

Recommendation 3.1

The Board has articulated, adopted and disclosed its values which are the foundation for how the Company achieves its strategic goals. The Company's values are supported by the Code of Conduct and other key governance principles and policies. The Company's values are disclosed on the Company's website.

Recommendation 3.2

The Company has established a Code of Conduct for its directors, senior executives and employees, a copy of which is disclosed on the Company's website. The Board is informed of any material incidents reported under the Code of Conduct via the Executive Chairman.

Recommendation 3.3

As set out in the Company's Code of Conduct, directors, officers, employees, consultants and contractors of the Company are expected to not only act in compliance with legal obligations, but also act ethically and responsibly, which involves acting with honesty, integrity and in a manner that is consistent with the reasonable expectations of investors and the broader community. The Company recognises the need to have robust procedures in place to ensure people can report instances of suspected unethical, illegal, fraudulent or undesirable conduct by the Company or its officers, employees or agents, and to ensure that anyone who does report such behaviour can do so without fear of reprisal, discrimination, intimidation or victimisation.

Accordingly, the Company has adopted a Whistleblower Policy to encourage the persons to whom the policy applies to raise any concerns or report instances of any potential breach of law, any violations (or suspected violations) of the Company's Code of Conduct or any other legal or ethical concern without the fear of detriment. The Company's Whistleblower Policy is disclosed on the Company's website.

Recommendation 3.4

During the Reporting Period, the Company did not have in place an Anti-briberyand Corruption Policy, however, on 20 September 2021, the Board adopted an Anti-briberyand Corruption Policy, which sets out the Company's policy and approach to bribery and corruption. This policy is also disclosed on the Company's website. The Board is informed of any material incidents reported under the Anti-bribery and Corruption Policy via the Chairman.

PRINCIPLE 4 - SAFEGUARD INTEGRITY IN CORPORATE REPORTING

Recommendation 4.1

The Board has established an Audit Committee. During the Reporting Period the Audit Committee was structured in compliance with Recommendation 4.1 as it comprised three members, all of whom are non-executive directors and a majority of whom are independent directors. The Audit Committee is chaired by Malcolm Randall, who is an independent director and not also Chair of the Board. The members of the Audit Committee are the Company's three non-executive directors, Malcolm Randall (Chair), Philip Crabb and Rick Crabb. All members of the Audit Committee consider themselves to be financially literate and have industry knowledge.

The Company has also established a Procedure for the Selection, Appointment and Rotation of its External Auditor. The Board is responsible for the initial appointment of the external auditor and the

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