Whitebark Energy : Corporate Governance Statement & 4G

25 September 2020

WBE 2020 CORPORATE GOVERNANCE STATEMENT AND APPENDIX 4G

Please find attached the Company's 2020 Corporate Governance Statement and Appendix 4G.

Kevin Hart

Company Secretary

This ASX announcement was approved and authorised for release by David Messina, Managing Director Whitebark Energy

T [phone]	E [e-mail]	whitebarkenergy.com
Level 2, 6 Thelma Street West Perth WA 6005		PO Box 1195 West Perth WA 6872 Australia

WHITEBARK ENERGY LTD

Corporate Governance Statement

Corporate Governance Statement - 2020

OVERVIEW

The Board is responsible for the overall corporate governance of the Company, including establishing and monitoring key performance goals. It is committed to attaining standards of corporate governance that are commensurate with the Company's needs. In this regard, the Board has created a framework for managing the Company, including internal controls and a business risk management process.

The Company's Corporate Governance Statement is structured below with reference to the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations with 2012-13 Amendments (3rd Edition). The Company's Board of Directors has reviewed the recommendations. In many cases the Company was already achieving the standard required. In a limited number of instances, the Company has determined not to comply with the standard set out in the recommendations, largely due to the recommendation being considered by the Board to be unduly onerous for a Company of this size. Recommendations which the Company does not comply with are highlighted in this report.

The 2020 Corporate Governance Statement was adopted by the Board on 25th September 2020.

Further information on the Company's corporate governance policies is located on the website: www.whitebarkenergy.com.

1. PRINCIPLE 1: LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

Companies should establish and disclose the respective roles and responsibilities of board and management.

• Recommendation 1.1: Companies should disclose the respective roles and responsibilities of its board and management; and those matters expressly reserved to the board and those delegated tomanagement.
• Recommendation 1.2: Companies should undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and 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.
• Recommendation 1.3: Companies should have a written agreement with each director and senior executive setting out the terms of their appointment.
• Recommendation 1.4: The company secretary of the Company should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.
• Recommendation 1.5: Companies should have a diversity policy which includes requirements for the board or a relevant committee of the board to set measureable objectives for achieving gender diversity and to assess annually both the objectives and the entity's progress in achieving them; disclose that policy or a summary of it; and disclose as at the end of each reporting period the measureable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity's diversity policy and its progress towards achieving them, and either (i) 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); or (ii) if the entity is a "relevant employer" under the Workplace Gender Equality Act, the entity's most recent "Gender Equality Indicators", as defined in and published under that Act.
• Recommendation 1.6: Companies should have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

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WHITEBARK ENERGY LTD

Corporate Governance Statement

• Recommendation 1.7: A Company should have and disclose a process for periodically evaluating the performance of its senior executives; and disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

The Company's practice:

The Board considers that the essential responsibility of directors is to oversee the Company's activities for the benefit of its shareholders, employees and other stakeholders and to protect and enhance shareholder value. Responsibility for management of the Company's business is delegated to the Managing Director, and the Executive Director, both of whom are accountable to the Board.

Further, the Board takes specific responsibility for:-

• Contributing to the development of and approving corporate strategy;
• Appointing, assessing the performance of and, if necessary removing the Executive Directors;
• Reviewing and approving business plans, the annual budget and financial plans including available resources and major capital expenditure initiatives;
• Overseeing and monitoring:
• • Organisational performance and the achievement of strategic goals and objectives
  • Compliance with the Company's code of conduct
  • Progress of major capital expenditures and other corporate projects including acquisitions, mergers and divestments;
• Monitoring financial performance including approval of the annual, half yearly and quarterly reports and liaison with the auditor;
• Ensuring there are effective management processes in place, including reviewing and ratifying systems of risk identification and management, ensuring appropriate and adequate internal control processes, and that monitoring and reporting procedures for these systems are effective;
• Enhancing and protecting the Company's reputation;
• Approving major capital expenditure, capital management, acquisitions and divestments;
• Reporting to shareholders;
• Appointment of directors ensuring that all appointments to the Board are appropriately reference checked in addition to individual criminal and bankruptcy checks. It also ensures that all relevant information is provided to security holders for the purpose of deciding on whether or not to elect or re-elect Director; and
• Any other matter considered desirable and in the interest of the Company.

The Board is responsible for the overall Corporate Governance of the Company including the strategic direction, establishing goals for management and monitoring the achievement of these goals.

The Company has a formal Board Charter which is on the Company's website. In broad terms, the Board is accountable to the shareholders and must ensure that the Company is properly managed to protect and enhance shareholders' wealth and other interests. The Board Charter sets out the role and responsibilities of the Board within the governance structure of the Company and its related bodies corporate (as defined in the Corporations Act).

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WHITEBARK ENERGY LTD

Corporate Governance Statement

Senior executives are responsible for the ongoing management of the Company's operations and report to the Board. They are accountable for all functions that are necessary to the operations of the Company and not specifically reserved to the Board. Senior executives' performance is reviewed on a regular basis by the Board.

Executive directors and other senior executives of the Company are engaged subject to the terms of written service contracts, key details of which are published in the Company's annual report.

Non-executive directors are required to enter into written agreements for the provision of their services.

The respective executive and non-executive agreements set out the terms of their respective appointments, including but not limited to, duties and responsibilities, remuneration (and where appropriate, any termination provisions) and indemnity and insurance arrangements.

The Company secretary is responsible for advising the Board on governance matters, monitoring that the Board follows policy and procedure, timely completion and dispatch of Board papers and the accurate capture of business at Board meetings in minutes. Communication between directors and company secretary is regular and direct.

Diversity Policy

The Board has adopted a Diversity Policy as per Recommendation 1.5. The Diversity Policy addresses equal opportunities in the hiring, training and career advancement of directors, officers and employees. The Diversity Policy outlines the processes by which the Board will set measurable objectives to achieve the aims of its Diversity Policy, with particular focus on gender diversity within the Company.

The Company is committed to ensuring a diverse mix of skills and talent exists amongst its directors, officers and employees and is utilised to enhance the Company's performance.

The Board is responsible for monitoring Company performance in meeting the Diversity Policy requirements, including the achievement of diversity objectives.

Gender Diversity

As a priority, the Company is focusing on the participation of women on its Board and within senior management. The Board is in the process of determining appropriate measurable objectives for achieving gender diversity.

Women Employees, Executives and Board Members

The Company and its consolidated entities have two (2) female employees:

• The Finance Manager; and
• The Executive Assistant;

which represent approximately 33% of the total number employees, executives and/or board members of the Company and its consolidated entities. There are currently no female members of the Board of the Company but the Board is committed to seeking qualified female candidates as and when a Board position becomes available.

Monitoring of Board and Senior Executive Performance

The Company did not have a formal process for the evaluation of the performance of the Board during 2020 and as such does not comply with Recommendation 1.6 of the Corporate Governance Council. The Board is of the opinion that the competitive environment in which the Company operates will effectively provide a measure of the performance of the Directors, in addition the Chairman assesses the performance of the Board, individual directors and key executives on an informal basis.

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