Valor Resources : Appendix 4G & Corporate Governance Statement

Rules 4.7.3 and 4.10.31

Appendix 4G

Key to Disclosures

Corporate Governance Council Principles and Recommendations

Name of entity:

Valor Resources Limited

ABN / ARBN:	Financial year ended:
88 076 390 451	30 June 2020

Our corporate governance statement2 for the above period above can be found at:3

• These pages of our annual report:

☒

This URL on our website:

www.valoreresources/corporategoverance

The Corporate Governance Statement is accurate and up to date as at September 2020 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.

Date: 25 September 2020

Name of Secretary authorising lodgement:

Paula Smith

1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of rule 4.10.3.

1. "Corporate governance statement" is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.
2. Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity's corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.

Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes "OR" at the end of the selection and you delete the other options, you can also, if you wish, delete the "OR" at the end of the selection.

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ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the	We have NOT followed the recommendation in full for the whole
			period above. We have disclosed …	of the period above. We have disclosed …4
PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should disclose:	… the fact that we follow this recommendation:	☐ an explanation why that is so in our Corporate Governance
	(a)	the respective roles and responsibilities of its board and	☒ in our Corporate Governance Statement OR	Statement OR
		management; and	☐ at [insert location]	☐ we are an externally managed entity and this recommendation
	(b)	those matters expressly reserved to the board and those
	is therefore not applicable
		delegated to management.	… and information about the respective roles and responsibilities of
			our board and management (including those matters expressly
			reserved to the board and those delegated to management):
			☒ in the Company's Corporate Governance Plan on the
			Company's website http://www.valorresources.com.au/
1.2	A listed entity should:	… the fact that we follow this recommendation:	☐ an explanation why that is so in our Corporate Governance
	(a)	undertake appropriate checks before appointing a person, or	☒ in our Corporate Governance Statement OR	Statement OR
		putting forward to security holders a candidate for election,	☐ at [insert location]	☐ we are an externally managed entity and this recommendation
		as a director; and
		is therefore not applicable
	(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.
1.3	A listed entity should have a written agreement with each director	… the fact that we follow this recommendation:	☐ an explanation why that is so in our Corporate Governance
	and senior executive setting out the terms of their appointment.	☒ in our Corporate Governance Statement OR	Statement OR
			☐ at [insert location]	☐ we are an externally managed entity and this recommendation
			is therefore not applicable
1.4	The company secretary of a listed entity should be accountable	… the fact that we follow this recommendation:	☐ an explanation why that is so in our Corporate Governance
	directly to the board, through the chair, on all matters to do with the	☒ in our Corporate Governance Statement OR	Statement OR
	proper functioning of the board.
		☐ we are an externally managed entity and this recommendation
			☐ at [insert location]
			is therefore not applicable

4 If you have followed all of the Council's recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

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Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the	We have NOT followed the recommendation in full for the whole
			period above. We have disclosed …	of the period above. We have disclosed …4
1.5	A listed entity should:	… the fact that we have a diversity policy that complies with	☒ an explanation why that is so in our Corporate Governance
	(a)	have a diversity policy which includes requirements for the	paragraph (a):	Statement OR
		board or a relevant committee of the board to set	☐ in our Corporate Governance Statement OR	☐ we are an externally managed entity and this recommendation
		measurable objectives for achieving gender diversity and to
		☐ at [insert location]	is therefore not applicable
		assess annually both the objectives and the entity's progress
		in achieving them;	… and a copy of our diversity policy or a summary of it:
	(b)	disclose that policy or a summary of it; and
	☒ in the Company's Corporate Governance Plan on the
	(c)	disclose as at the end of each reporting period the
	Company's website http://www.valorresources.com.au/
		measurable objectives for achieving gender diversity set by
		… and the measurable objectives for achieving gender diversity set by
		the board or a relevant committee of the board in accordance
		the board or a relevant committee of the board in accordance with our
		with the entity's diversity policy and its progress towards
		diversity policy and our progress towards achieving them:
		achieving them and either:
		(1) the respective proportions of men and women on the	☐ in our Corporate Governance Statement OR
		board, in senior executive positions and across the	☐ at [insert location]
		whole organisation (including how the entity has defined
		"senior executive" for these purposes); or	… and the information referred to in paragraphs (c)(1) or (2):
		(2) if the entity is a "relevant employer" under the Workplace	☒ in our Corporate Governance Statement OR
		Gender Equality Act, the entity's most recent "Gender	☐ at [insert location]
		Equality Indicators", as defined in and published under
		that Act.
1.6	A listed entity should:	… the evaluation process referred to in paragraph (a):	☒ an explanation why that is so in our Corporate Governance
	(a)	have and disclose a process for periodically evaluating the	☐ in our Corporate Governance Statement OR	Statement OR
		performance of the board, its committees and individual	☐ at [insert location]	☐ we are an externally managed entity and this recommendation
		directors; and
		is therefore not applicable
	(b)	disclose, in relation to each reporting period, whether a	… and the information referred to in paragraph (b):
		performance evaluation was undertaken in the reporting	☐ in our Corporate Governance Statement OR
		period in accordance with that process.
			☐ at [insert location]
1.7	A listed entity should:	… the evaluation process referred to in paragraph (a):	☒ an explanation why that is so in our Corporate Governance
	(a)	have and disclose a process for periodically evaluating the	☐ in our Corporate Governance Statement OR	Statement OR
		performance of its senior executives; and	☐ at [insert location]	☐ we are an externally managed entity and this recommendation
	(b)	disclose, in relation to each reporting period, whether a
	is therefore not applicable
		performance evaluation was undertaken in the reporting	… and the information referred to in paragraph (b):
		period in accordance with that process.	☐ in our Corporate Governance Statement OR
			☐ at [insert location]
				Page 3

Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the	We have NOT followed the recommendation in full for the whole
			period above. We have disclosed …	of the period above. We have disclosed …4
PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE
2.1	The board of a listed entity should:	[If the entity complies with paragraph (a):]	☒ an explanation why that is so in our Corporate Governance
	(a)	have a nomination committee which:	… the fact that we have a nomination committee that complies with	Statement OR
		(1) has at least three members, a majority of whom are	paragraphs (1) and (2):	☐ we are an externally managed entity and this recommendation
		independent directors; and	☐ in our Corporate Governance Statement OR	is therefore not applicable
		(2) is chaired by an independent director,	☐ at [insert location]
		and disclose:
		… and a copy of the charter of the committee:
		(3) the charter of the committee;
		☒ in the Company's Corporate Governance Plan on the
		(4) the members of the committee; and
		Company's website http://www.valorresources.com.au/
		(5) as at the end of each reporting period, the number of
		… and the information referred to in paragraphs (4) and (5):
		times the committee met throughout the period and
		the individual attendances of the members at those	☐ in our Corporate Governance Statement OR
		meetings; or
		☐ at [insert location]
	(b)	if it does not have a nomination committee, disclose that
		fact and the processes it employs to address board	[If the entity complies with paragraph (b):]
		succession issues and to ensure that the board has the	… the fact that we do not have a nomination committee and the
		appropriate balance of skills, knowledge, experience,
		processes we employ to address board succession issues and to
		independence and diversity to enable it to discharge its
		ensure that the board has the appropriate balance of skills,
		duties and responsibilities effectively.
		knowledge, experience, independence and diversity to enable it to
			discharge its duties and responsibilities effectively:
			☒ in our Corporate Governance Statement OR
			☐ at [insert location]
2.2	A listed entity should have and disclose a board skills matrix	… our board skills matrix:	☒ an explanation why that is so in our Corporate Governance
	setting out the mix of skills and diversity that the board currently	☐ in our Corporate Governance Statement OR	Statement OR
	has or is looking to achieve in its membership.
		☐ we are an externally managed entity and this recommendation
			☐ at [insert location]
			is therefore not applicable

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