TORN RESO : Corporate Governance Statement and Appendix 4G

CORPORATE GOVERNANCE STATEMENT

FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2021

ASX Principal and Recommendation	Compliance yes/no	Explanation
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1 A listed entity should have and disclose a board charter setting out: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management.	Yes	The Company has adopted a Board Charter that sets out the specific roles and responsibilities of the Board, the Chair and management and includes a description of those matters expressly reserved to the Board and those delegated to management. The Board Charter sets out the specific responsibilities of the Board, requirements as to the Board's composition, the roles and responsibilities of the Chairman and Company Secretary, the establishment, operation and management of Board Committees, Directors' access to Company records and information, details of the 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, which is part of the Company's Corporate Governance Plan, is available on the Company's website. The functions reserved for the Board and delegated to senior executives have been established and are further disclosed in the annual report.
Recommendation 1.2 A listed entity should: (a) undertake appropriate checks before appointing director or senior executive or putting someone forward for election as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.	Yes	Appropriate checks have been undertaken and material information provided to security holders with regards election of directors.
Recommendation 1.3 Companies should have a written agreement with each director and senior executive setting out the terms of their appointment.	Yes	The Company has written agreements with each of its Directors and senior executives.

This Corporate Governance Statement is current as at 14 April 2022 and has been approved by the Board of the Company on that date. This Corporate Governance Statement discloses the extent to which the Company has, during the financial year ending 31 December 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.

A full copy of the Company's corporate governance charter and associated policies, protocols and related instruments is available on the Company's website under its "Corporate Governance" heading -http://torianresources.com.au/corporate-governance/.

Recommendation 1.4 The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.	Yes	The Board Charter outlines the roles, responsibility and accountability of the Company Secretary. In accordance with this, the Company Secretary is accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board.
Recommendation 1.5 A listed entity should: (a) have and disclose a diversity policy; (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and (c) disclose in relation to each reporting period: i) the measurable objectives set for that period to achieve gender diversity; ii) the entity's progress towards achieving those objectives; and iii) either; a)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); or b) if the entity is a "relevant employer" under the Workplace Gender Equality Act, the entity's most recent "Gender Equality Act, the entity's most recent "Gender Equality Indicators", as defined in and published under that Act. If the entity was in the S&P/ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period.	(a) Yes (b) No (c) No	(a) The Company has adopted a Diversity Policy which provides a framework for the Company to establish, achieve and measure diversity objectives, including in respect of gender diversity. The Diversity Policy is available, as part of the Corporate Governance Plan, on the Company's website. (b) The Diversity Policy allows the Board to set measurable gender diversity objectives, if considered appropriate, and to continually monitor both the objectives if any have been set and the Company's progress in achieving them. (c) The Board does not presently intend to set measurable gender diversity objectives because: i. the Board does not anticipate there will be a need to appoint any new Directors or senior executives due to the limited nature of the Company's existing and proposed activities and the Board's view that the existing Directors and senior executives have sufficient skill and experience to carry out the Company's plans; ii. if it becomes necessary to appoint any new Directors or senior executives, the Board will consider the application of the measurable diversity objectives and determined whether, given the small size of the Company and the Board, requiring specified objectives to be met will unduly limit the Company from applying the Diversity Policy as a whole and the Company's policy of appointing the best person for the job; and iii. the respective proportions of men and women on the Board, in senior executive positions and across the whole organisation (including how the entity has defined "senior executive" for these purposes) for each financial year will be disclosed in the Company's Annual Report.
Recommendation 1.6 A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	(a) Yes (b) No	(a) Refer to Corporate Governance policies. (b) No evaluations have been undertaken in the reporting period due to the current size and operations of the business. The Company's Corporate Governance Plan requires the Company to disclose whether or not performance evaluations were conducted during the relevant reporting period. The Company intends to complete performance evaluations in respect of the Board, its committees (if any) and individual Directors in the next 12 month period.
Recommendation 1.7 A listed entity should: (a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and (b) disclose for each reporting period, whether a performance evaluation has been undertaken with that process during and in respect of that period.	(a) Yes (b) No	Refer to Corporate Governance policies. No evaluations have been undertaken in the reporting period due to the current size and nature of the business. The Company's Corporate Governance Plan requires the Company to disclose whether or not performance evaluations were conducted during the relevant reporting period. The Company intends to complete performance evaluations in respect of the Board, its committees (if any) and individual Directors in the next 12-month period.

Principal 2: Structure the Board to be effective and add value

Recommendation 2.1

The board of a listed entity should:

(a) have a nomination committee which:

• 1) has a least three members, a majority of whom are independent directors; and

• 2) is chaired by an independent director, and disclose:

• 3) the charter of the committee;

• 4) the members of the committee; and

• 5) 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

(b)if it does not have a nomination committee, disclose the fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.

• (a) No

• (b) Yes

Due to the relatively small size of the Company, the Board has not established a Nomination Committee as the role of the committee is undertaken by the full Board.

The Company's Nomination Committee Charter is available in the Corporate Government policies disclosed on the website.

The committee did not meet during the period.

Details of director attendance for board meetings during the reporting period are set out in the Directors' Report in the Annual Report.

Recommendation 2.2

A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.

Yes

Paul SummersPeretz SchapiroDale Schultz

Operational management Corporate law

✓ ✓

✓

-- -

Exploration and geology Listed Companies Accounting & Finance Equity markets

-

-

✓

✓

-

✓ ✓

✓

-

✓

✓

Independence

-

-- ✓

Recommendation 2.3

A listed entity should disclose:

(a) the names of the directors considered by the board to be independent directors;

(b) if a director has an interest, position or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position 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

Non-Executive Director Dale Schultz is considered to be an independent director as defined in the ASX guidelines.

Length of Service

Paul Summers: Appointed 20 April 2018 (4 years) Peretz Schapiro: Appointed 11 March 2020 (2 years, 1 month)

Dale Schultz: Appointed 19 August 2020 (1 year, 4 months)

Recommendation 2.4

A majority of the board of a listed entity should be independent directors.

No

The Company's Board Charter requires that, where practical, the majority of the Board should be independent.

At the date of this statement the Board comprises a total of three (3) Directors. Only 1 director is considered to be independent. As such, independent directors do not comprise the majority of the Board.

Dale Schultz is considered an independent director as defined by ASX guidelines. Due to the size of the Company and only being a three-person board, the Company considers the structure of the Board to be appropriate to manage the level of activity of the Company at the current stage.

As the Company develops it will aim to identify and appoint further independent directors at the appropriate time.

Recommendation 2.5

The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.

No

The Board Charter provides that, where practical, the Chair of the Board should be an independent Director and should not be the CEO/Managing Director.

The Chair of the Company is not independent Director and is not the CEO/Managing Director.

Due to the size of the Company and only being a three-person board, the Company considers the structure of the Board to be appropriate to manage the level of activity of the Company at the current stage.

As the Company develops it will aim to identify a suitable independent chairman at the appropriate time.

Recommendation 2.6

A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively.

Yes

The Company will provide induction material for any new directors and, depending on specific requirements, will provide appropriate professional development opportunities for directors.

The Company Secretary is responsible for facilitating inductions and professional development including receiving briefings on material developments in laws, regulations and accounting standards relevant to the Company.

Principal 3: Instil a culture of acting lawfully, ethically and responsibly

Recommendation 3.1

A listed entity should articulate and disclose its values

Yes

The Company and its subsidiary companies (if any) are committed to conducting all of its business activities fairly, honestly with a high level of integrity, and in compliance with all applicable laws, rules and regulations. The Board, management and employees are dedicated to high ethical standards and recognise and support the Company's commitment to compliance with these standards.

The Statement of Values is available on the Company's website at the Corporate Governance Section.

Recommendation 3.2

A listed entity should:

• (a) have and disclose a code of conduct for its directors, senior executives and employees; and

• (b) ensure that the board or a committee of the board is informed of any material breaches of that code.

Yes

The Company and its subsidiary companies (if any) are committed to conducting all of its business activities fairly, honestly with a high level of integrity, and in compliance with all applicable laws, rules and regulations. The Board, management and employees are dedicated to high ethical standards and recognise and support the Company's commitment to compliance with these standards.

The Code of Conduct is available on the Company's website at the Corporate Governance Section.

Any material breaches of the Code of Conduct are reported to the Board or a committee of the Board.

Recommendation 3.3

A listed entity should:

• (a) have and disclose a whistleblower policy; and

• (b) (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy.

Yes

The Whistleblower Policy is available on the Company's website at the Corporate Governance Section. Any material breaches of the Whistleblower Protection Policy are to be reported to the Board or a committee of the Board.

Recommendation 3.4

A listed entity should:

• (a) have and disclose an anti-bribery and corruption policy; and

• (b) ensure that the board or a committee of the board is informed of any material breaches of that policy.

Yes

The Anti-Bribery and Corruption Policy is available on the Company's website in the Corporate Governance Section.

Any material breaches of the Anti-Bribery and Anti-Corruption Policy are to be reported to the Board or a committee of the Board.

Principal 4: Safeguard the integrity of corporate reports

Recommendation 4.1

The board of a listed entity should: (a) have an audit committee which:

• 1) has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and

• 2) is chaired by an independent director, who is not the chair of the board, and disclose:

• 3) the charter of the committee;

• 4) the relevant qualifications and experience of the members of the committee; and

5)in relation to each reporting period, the number of times the 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 processes it employs that independently verify and safeguard the 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.

No

The board has not established an Audit Committee due to the size of the company, the role of the committee is undertaken by the full board.

The full Board undertakes the duties that would otherwise fall to such a committee. The Company is small, has a three-person board and a tight management structure. It relies on equity for funding and in all the circumstances, does not perceive that the gains to be derived through the operation of a formal committee structure in the manner contemplated by the Principles and Recommendations can be cost justified. The Board devotes time at annual Board meetings to fulfilling the roles and responsibilities associated with maintaining the Company's internal audit function and arrangements with external auditors and all members of the Board are involved in the Company's audit function to ensure the proper maintenance of the entity and the integrity of all financial reporting.

The Audit Committee Charter is available on the Company's website in the Corporate Governance Section.

The relevant member qualifications for each member are reported in the Annual Report.

The audit committee, comprising the full board met once during the Period.

The Company will review the need to form this committee as it develops.

The Company has established procedures for the selection, appointment and rotation of its external auditor. The Board was responsible for the initial appointment of the external auditor and continues to be responsible for the appointment of a new external auditor when the vacancy arises. Candidates for the position must demonstrate complete independence from the Company through the engagement period. The Board may otherwise select an external auditor based on criteria relevant to the Company's business and circumstances.

Recommendation 4.2

The board of a listed entity should, before it approves the entity's financial 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.

Yes

The Company's Audit and Risk Committee Charter requires the CEO and CFO (or, if none, the person(s) fulfilling those functions) to provide a sign off on these terms.

The Company obtains a sign off on these terms for each of its financial statements in each financial year.

Recommendation 4.3

A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor.

Yes

The Company will disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor.

Continuous Disclosure Policy is available on the Company's website in the Corporate Governance Section.

Principal 5: Make timely and balanced disclosure

Recommendation 5.1

A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1.

Yes

Continuous Disclosure Policy is available on the Company's website in the Corporate Governance Section.