Southern Hemisphere Mining : Corporate Governance Statement & Appendix 4G

For personal use only

Corporate governance statement

This Corporate Governance summary discloses the extent to which the Company will follow 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 will not be followed have been identified and reasons have been provided for not following them.

The Company's Corporate Governance Plan has been posted on the Company's website at www.shmining.com.au.

Principles And Recommendations			Comply	Explanation
Principle 1: Lay solid foundations for management and oversight
	Recommendation 1.1			Complying	The Company has adopted a Board Charter.
	A listed entity should have and disclose a charter which:				The Board Charter sets out the specific responsibilities of the Board,
	(a)	sets out the respective roles and responsibilities of the			requirements as to the Boards composition, the roles and
		board, the chair and management; and				responsibilities of the Chairman and Company Secretary, the
	(b)	includes a description of those matters expressly			establishment, operation and management of Board Committees,
		reserved to the board and those delegated to			Directors access to company records and information, details of the
		management.				Board's relationship with management, details of the Board's
						performance review and details of the Board's disclosure policy.
						A copy of the Company's Board Charter is available on the Company's
						website.
	Recommendation 1.2			Complying	(a) The Company has detailed guidelines for the appointment and
	A listed entity should:				selection of the Board. The Company's Corporate Governance
	(a)	undertake appropriate checks before appointing	a			Plan requires the Board to undertake appropriate checks before
		person, or putting forward to security holders a candidate			appointing a person or putting forward to security holders a
		for election, as a director; and				candidate for election as a director.
	(b) provide security holders with all material information			(b) Material information relevant to any decision on whether, or not,
		relevant to a decision on whether or not to elect or re-elect			to elect or re-elect a Director will be provided to security holders
		a director.				in the notice of meeting holding the resolution to elect or re-elect
						the Director.
	Recommendation 1.3			Complying	The Company's Corporate Governance Plan requires the Board to
	A listed entity should have a written agreement with each			ensure that each Director and senior executive is a party to a written
	director and senior executive setting out the terms of their			agreement with the Company which sets out the terms of that Director's
	appointment.				or senior executive's appointment.
	Recommendation 1.4			Complying	The Board Charter outlines the roles, responsibility and accountability
	The company secretary of a listed entity should be accountable			of the Company Secretary. The Company Secretary is accountable
	directly to the board, through the chair, on all matters to do with			directly to the Board, through the chair, on all matters to do with the
	the proper functioning of the board.				proper functioning of the Board.
	Recommendation 1.5			Complying	(a) The Company has adopted a Diversity Policy.
	A listed entity should:				(i) The Diversity Policy provides a framework for the Company
	(a) have a diversity policy which includes requirements for the		to achieve a list of 5 measurable objectives that encompass
		board:				gender equality.
		(i) to set measurable objectives for achieving gender		(ii) The Diversity Policy provides for the monitoring and
		diversity; and				evaluation of the scope and currency of the Diversity Policy.
		(ii) to assess annually both the objectives and the		The company is responsible for implementing, monitoring
		entity's progress in achieving them;				and reporting on the measurable objectives.
	(b) disclose that policy or a summary or it; and				(b) The Diversity Policy is outlined in the Corporate Governance Plan
	(c) disclose as at the end of each reporting period:				which is available on the company website.
				(c)
		(i) the measurable objectives for achieving gender
			(i) The measurable objectives set by the Board will be
		diversity set by the board in accordance with the
		entity's diversity policy and its progress towards		included in the annual key performance indicators for the
						CEO, MD and senior executives. In addition, the Board will
		achieving them; and
		(ii) either:				review progress against the objectives in its annual
					performance assessment.
		(A) the respective proportions of men and women
			(ii) The Company has no employees and utilises external
		on the board, in senior executive positions and
			consultants and contractors as and when required.
		across the whole organisation (including how
			(iii) The Board will review this position on an annual basis and
		the entity has defined "senior executive" for
		these purposes); or				will implement measurable objectives as and when they
		(B) the entity's "Gender Equality Indicators",	as			deem the Company to require them.

defined in the Workplace Gender Equality Act 2012.

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CORPORATE GOVERNANCE STATEMENT

Principles And Recommendations

Comply

Explanation

use only

Recommendation 1.6

A listed entity should:

1. have and disclose a process for periodically evaluatingthe performance of the board, its committees and individual directors; and
2. disclose in relation to each reporting period, whether aperformance evaluation was undertaken in the reporting period in accordance with that process.

Part-	(a) The Board is responsible for evaluating the performance of the
Complying	Board and individual directors on an annual basis. It may do so
	with the aid of an independent advisor. The process for this can
	be found in Schedule E of the Company's Corporate Governance
	Plan which is available on the Company's website.
	(b) The Company's Performance Evaluation Policy requires the
	Board to disclosure whether or not performance evaluations were
	conducted during the relevant reporting period.
	Due to the size of the Board and the nature of the business, it has
	not been deemed necessary to institute a formal documented
	performance review program of individuals. However, the
	Chairman intends to conduct formal reviews each financial year
	whereby the performance of the Board as a whole and the
	individual contributions of each director are disclosed. The Board
	considers that at this stage of the Company's development an
	informal process is appropriate.
	The review will assist to indicate whether the Board's
	performance is appropriate and efficient with respect to the Board
	Charter.
	The Board regularly reviews its skill base and whether it remains
	appropriate for the Company's operational, legal and financial
	requirements.

personal

Recommendation 1.7	Complying	(a) The Board is responsible for evaluating the performance of senior
		executives. The Board is to arrange an annual performance
A listed entity should:
(a) have and disclose a process for periodically evaluating			evaluation of the senior executives.
the performance of its senior executives; and			(b) The Company's Performance Evaluation Policy requires the
(b) disclose in relation to each reporting period, whether a			Board to conduct annual performance of the senior executives.
performance evaluation was undertaken in the			The Policy requires the Board to disclose whether, or not,
reporting period in accordance with that process.			performance evaluations were conducted during the relevant
			reporting period.
			During the financial year an evaluation of performance of the
			individuals was not formally carried out. However, a general
			review of the individuals occurs on an on-going basis to ensure
			that structures suitable to the Company's status as a listed entity
			are in place.

Principle 2: Structure the board to add value

For

Recommendation 2.1

The board of a listed entity should:

1. have a nomination committee which:
2. 1. has at least three members, a majority of whom are independent directors; and
   2. is chaired by an independent director,

and disclose:

1. 1. the charter of the committee;
   2. the members of the committee; and
   3. as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or
2. if it does not have a nomination committee, disclose thatfact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, experience, independence and knowledge of the entity to enable it to discharge its duties and responsibilities effectively.

Part-

Complying

1. Due to the size and nature of the existing Board and the magnitude of the Company's operations the Company currently has no Nomination Committee. Pursuant to clause 4(h) of the
   Company's Board Charter, the full Board carries out the duties that would ordinarily be assigned to the Nomination Committee under the written terms of reference for that committee.
   The duties of the Nomination Committee are outlined in Schedule E of the Company's Corporate Governance Plan available online.
   The Board devotes time at each board meeting to discuss board succession issues. All members of the Board are involved in the
   Company's nomination process, to the maximum extent permitted under the Corporations Act and ASX Listing Rules.
   The Board regularly updates the Company's board skills matrix (in accordance with recommendation 2.2) to assess the appropriate balance of skills, experience, independence and knowledge of the entity.

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CORPORATE GOVERNANCE STATEMENT

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	Principles And Recommendations			Comply	Explanation
	Recommendation 2.2				Complying	Board Skills Matrix		Number of
	A listed entity should have and disclose a board skill matrix				Directors that Meet
	setting out the mix of skills and diversity that the board					the Skill
	currently has or is looking to achieve in its membership.				Executive & Non- Executive experience		3
							Industry experience & knowledge		3
							Leadership		3
							Corporate governance & risk management		3
							Strategic thinking		3
							Desired behavioural competencies		3
							Geographic experience		3
							Capital Markets experience		3
							Subject matter expertise:
							- accounting		2
							- capital management		3
							- corporate financing		2
							- industry taxation 1		0
							- risk management		3
							- legal		3
							- IT expertise 2		0
							(1) Skill gap noticed however an external taxation firm is employed
							to maintain taxation requirements.
							(2) Skill gap noticed however an external IT firm is employed on an
							adhoc basis to maintain IT requirements.
	Recommendation 2.3				Complying	(a) The Board Charter provides for the disclosure of the names of
	A listed entity should disclose:					Directors considered by the Board to be independent. Due to the
	(a) the names of the directors considered by the board to			size and nature of the existing Board and the magnitude of the
	be independent directors;					Company's operations the Company currently has no
	(b) if a director has an interest, position, association or			independent directors.
			(b) The Board Charter requires Directors to disclose their interest,
	relationship of the type described in Box 2.3 of the ASX
	Corporate	Governance	Principles	and			positions, associations and relationships and requires that the
	Recommendation (4th Edition), but the board is of the			independence of Directors is regularly assessed by the Board in
	opinion that it does not compromise the independence			light of the interests disclosed by Directors. Details of the
	of the director, the nature of the interest, position,			Directors interests, positions associations and relationships are
	association or relationship in question and an			provided in the Annual Reports and Company website.
	explanation of why the board is of that opinion; and			(c) The Board Charter provides for the determination of the Directors'
	(c) the length of service of each director				terms and requires the length of service of each Director to be
							disclosed. The length of service of each Director is provided in the
							Directors Report on page 4-5 of the 2021 Annual Report.
	Recommendation 2.4				Complying	The Board Charter requires that where practical the majority of the
	A majority of the board of a listed entity should be			Board will be independent. The entire board is made up of independent
	independent directors.					Directors.
	Recommendation 2.5				Complying	The Board Charter provides that where practical, the Chairman of the
	The chair of the board of a listed entity should be an			Board will be a independent director. The Chairman of the board is
	independent director and, in particular, should not be the			currently an independent director and not the same person as the CEO.
	same person as the CEO of the entity.
	Recommendation 2.6				Complying	The Board Charter states that a specific responsibility of the Board is to
	A listed entity should have a program for inducting new			procure appropriate professional development opportunities for
	directors and providing appropriate professional development			Directors. The Board is responsible for the approval and review of
	opportunities for continuing directors to develop and maintain			induction and continuing professional development programs and
	the skills and knowledge needed to perform their role as a			procedures for Directors to ensure that they can effectively discharge
	director effectively.						their responsibilities.
	Principle 3: Act ethically and responsibly
	Recommendation 3.1				Complying	The Board Charter states and articulates the company values.
	A listed entity should articulate and disclose its values.
	Recommendation 3.2				Complying	(a) The Corporate Code of Conduct applies	to the Company's
	A listed entity should:						directors, senior executives and employees.
	(a) have a code of conduct for its directors, senior			(b) The Company's Corporate Code of Conduct can be found on the
	executives and employees; and				Company's website.
	(b) disclose that code or a summary of it.
3	Southern Hemisphere Mining					CORPORATE GOVERNANCE STATEMENT

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Principles And Recommendations		Comply	Explanation
	Recommendation 3.3		Complying	(a) The company has a disclosed whistle blower policy.
	A listed entity should:			.

1. have and disclose a whistleblower policy; and
2. ensure that the board or a committee of the board is informed of any material incidents reported under that policy.

	Recommendation 3.4	Complying	(a) The Company has disclosed its anti-bribery and corruption policy.
	A listed entity should:

1. have and disclose an anti-bribery and corruptionpolicy; and
2. ensure that the board or committee of the board is informed of any material breaches of that policy.

Principle 4: Safeguard integrity in financial reporting

	Recommendation 4.1		Part-	(b) Due to the	size and nature of the existing Board and	the
	Complying	magnitude of the Company's operations the Company currently
	The board of a listed entity should:
	(a) have an audit committee which:			has no separate Audit and Risk Committee. Pursuant to Clause
	(i)	has at least three members, all of whom are			4(h) of the Company's Board Charter, the full Board carries out
			the duties that would ordinarily be assigned to the Audit and Risk
		non-executive directors and a majority of whom
				Committee	under the written terms of reference for	that
		are independent directors; and
				committee.
	(ii)	is chaired by an independent director, who is
			The role and responsibilities of the Audit and Risk Committee are
		not the chair of the board,
				outlined in Annexure B of the Company's Corporate Governance
	and disclose:
			Plan available online on the Company's website.
	(iii)	the charter of the committee;
			The Board devote time at annual board meetings to fulfilling the
	(iv)	the relevant qualifications and experience of
			roles and	responsibilities	associated with maintaining	the
		the members of the committee; and
				Company's	internal audit	function and arrangements	with
	(v)	in relation to each reporting period, the number
			external auditors. All members of the Board are involved in the

of times the committee met throughout the	Company's audit function to ensure the proper maintenance of
period and the individual attendances of the
	the entity and the integrity of all financial reporting.
members at those meetings; or

1. if it does not have an audit committee, disclose that factand the processes it employs that independently verify and safeguard the integrity of its financial reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.

Recommendation 4.2		Complying	The Company's Corporate Governance Plan states that a duty and
The board of a listed entity should, before it approves the			responsibility of the Board is to ensure that before approving the entity's
entity's financial statements for a financial period, receive			financial statements for a financial period, the CEO and CFO have
from its CEO and CFO a declaration that the financial records			declared that in their opinion the financial records of the entity have
of the entity have been properly maintained and that the			been properly maintained and that the financial statements comply with
financial statements comply with the appropriate accounting			the appropriate accounting standards and give a true and fair view of
standards and give a true and fair view of the financial position			the financial position and performance of the entity and that the opinion
and performance of the entity and that the opinion has been			has been formed on the basis of a sound system of risk management
formed on the basis of a sound system of risk management			and internal control which is operating effectively.
and internal control which is operating effectively.
Recommendation 4.3		Complying	The Company's Corporate Governance Plan provides that all reports
A listed entity should disclose its process to verify the integrity			are produced by the Chief Financial Officer then reviewed for accuracy
of any periodic corporate report it releases to the market that			and verified for integrity by the Board and the Company Secretary prior
is not audited or reviewed by an external auditor.			to release.
Principle 5: Make timely and balanced disclosure
Recommendation 5.1		Complying	(a) The Company's Continuous Disclosure Policy details the
A listed entity should:			Company's disclosure requirements as required by the ASX
(a) have a written policy for complying with its continuous			Listing Rules and other relevant legislation.
disclosure obligations under the Listing Rules; and			(b) The Company's Continuous Disclosure Policy is detailed in
(b) disclose that policy or a summary of it.			Schedule C of the Corporate Governance Plan available on the
			Company website.
Recommendation 5.2		Complying	(a) The company has disclosed this in the within its continuous
A listed entity should ensure that its board receives copies			disclosure policy.
of all material market announcements promptly after they
have been made

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Principles And Recommendations	Comply	Explanation
Recommendation 5.3	Complying	(a) The company has disclosed this in the within its continuous
A listed entity that gives a new and substantive investor		disclosure policy.
or 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
Recommendation 6.1	Complying	Information about the Company and its governance is available in the
A listed entity should provide information about itself and its		Corporate Governance Plan which can be found on the Company's
governance to investors via its website.		website.
Recommendation 6.2	Complying	The Company has adopted a Shareholder Communications Strategy
A listed entity should design and implement an investor		which aims to promote and facilitate effective two-way communication
relations program to facilitate effective two-way		with investors. The Shareholder Communications Strategy outlines a
communication with investors.		range of ways in which information is communicated to shareholders.
Recommendation 6.3	Complying	The Shareholder Communication Strategy states that as a part of the
A listed entity should disclose the policies and processes it		Company's developing investor relations program, Shareholders can
has in place to facilitate and encourage participation at		register with the Company Secretary to receive email notifications of
meetings of security holders.		when an announcement is made by the Company to the ASX, including
		the release of the Annual Report, half yearly reports and quarterly
		reports. Links are made available to the Company's website on which
		all information provided to the ASX is immediately posted.
		Shareholders are encouraged to participate at all EGMs and AGMs of
		the Company. Upon the despatch of any notice of meeting to
		Shareholders, the Company Secretary shall send out material with that
		notice of meeting stating that all Shareholders are encouraged to
		participate at the meeting.
Recommendation 6.4	Complying	The Company ensures that all resolutions are passed at a meeting of
A listed entity should ensure that all substantive		security holder's via a poll.
resolutions at a meeting of security holders are decided
by a poll rather than by a show of hands.
Recommendation 6.5	Complying	Security holders can register with the Company to receive email
A listed entity should give security holders the option to		notifications when an announcement is made by the Company to the
receive communications from, and send communications to,		ASX.
the entity and its security registry electronically.		Shareholders queries should be referred to the Company Secretary at
		first instance.

Principle 7: Recognise and manage risk

For

Recommendation 7.1

The board of a listed entity should:

1. have a committee or committees to oversee risk, eachof which:
2. 1. has at least three members, a majority of whom are independent directors; and
   2. is chaired by an independent director,

and disclose:

1. 1. the charter of the committee;
   2. the members of the committee; and
   3. as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or
2. if it does not have a risk committee or committees thatsatisfy (a) above, disclose that fact and the process it employs for overseeing the entity's risk management framework.

Part-	(b) Due to the size and nature of the existing Board and the
Complying	magnitude of the Company's operations the Company currently
	has no Audit and Risk Committee. Pursuant to Clause 4(h) of the
	Company's Board Charter, the full Board currently carries out the
	duties that would ordinarily be assigned to the Audit and Risk
	Committee under the written terms of reference for that
	committee.
	The role and responsibilities of the Audit and Risk Committee are
	outlined in Annexure B of the Company's Corporate Governance
	Plan available online on the Company's website.
	The Board devote time at annual board meeting to fulfilling the
	roles and responsibilities associated with overseeing risk and
	maintaining the entity's risk management framework and
	associated internal compliance and control procedures.

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