DESERT METALS LIMITED

ACN 617 947 172

(Company)

CORPORATE GOVERNANCE STATEMENT

This Corporate Governance Statement is current as at 9 November 2020 and has been approved by the Board of the Company on that date.

This Corporate Governance Statement discloses the extent to which the Company will, as at the date it is admitted to the official list of the ASX, 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 provided for not following them along with what (if any) alternative governance practices the Company intends to adopt in lieu of the recommendation.

The Company has adopted a Corporate Governance Plan which provides the written terms of reference for the Company's corporate governance duties.

Due to the current size and nature of the existing Board and the magnitude of the Company's operations, the Board does not consider that the Company will gain any benefit from individual Board committees and that its resources would be better utilised in other areas as the Board is of the strong view that at this stage the experience and skill set of the current Board is sufficient to perform these roles. Under the Company's Board Charter, the duties that would ordinarily be assigned to individual committees are currently carried out by the full Board under the written terms of reference for those committees.

The Company's Corporate Governance Plan is available on the Company's website at https://www.desertmetals.com.au/site/about- us/corporate-governance.

RECOMMENDATIONS (4TH EDITION)

COMPLY

EXPLANATION

Principle 1: Lay solid foundations for management and oversight

Recommendation 1.1

The Company has adopted a Board Charter that sets out the

YES

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.

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1

RECOMMENDATIONS (4TH EDITION)

COMPLY

EXPLANATION

(a)

A listed entity should have and disclose a board

The Board Charter sets out the specific responsibilities of the Board,

charter which sets out the respective roles and

requirements as to the Board's composition, the roles and

responsibilities of the Board, the Chair and

responsibilities of the Chairman and Company Secretary, the

management, and includes a description of those

establishment, operation and management of Board

matters expressly reserved to the Board and those

Committees, Directors' access to Company records and

delegated to management.

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.

Recommendation 1.2

(a)

The Company has guidelines for the appointment and

A listed entity should:

YES

selection of the Board and senior executives in its

Corporate Governance Plan. The Company's Nomination

(a)

undertake appropriate checks before appointing

Committee

Charter

(in

the

Company's

Corporate

a director or senior executive or putting someone

Governance Plan) requires the Nomination Committee (or,

forward for election as a Director; and

in its absence, the Board) to ensure appropriate checks

(a)

provide security holders with all material

(including checks in

respect of

character, experience,

information in its possession relevant to a decision

education,

criminal

record

and

bankruptcy

history (as

on whether or not to elect or re-elect a Director.

appropriate)) are undertaken before appointing a person,

or putting forward to security holders a candidate for

election, as a Director. In the event of an unsatisfactory

check, a Director is required to submit their resignation.

(b)

Under the Nomination Committee Charter, all material

information relevant to a decision on whether or not to

elect or re-elect a Director must be provided to security

holders in the Notice of Meeting containing the resolution

to elect or re-elect a Director.

Recommendation 1.3

The Company's Nomination Committee Charter requires the

A listed entity should have a written agreement with each

YES

Nomination Committee (or, in its absence, the Board) to ensure

that each Director and senior executive is personally a party to a

Director and senior executive setting out the terms of their

written agreement with the Company which sets out the terms of

appointment.

that Director's or senior executive's appointment.

The Company has written agreements with each of its Directors

and senior executives setting out the terms of their appointment.

RECOMMENDATIONS (4TH EDITION)

COMPLY

EXPLANATION

The Company also has written agreements with each consultant

engaged by the Company and the nominated person to whom

responsibilities of the consultant and the nominated person are

delegated.

Recommendation 1.4

The Board Charter outlines the roles, responsibility and

The Company Secretary of a

listed entity

should be

YES

accountability of the Company Secretary. In accordance with

this, the Company Secretary is accountable directly to the Board,

accountable directly to the Board, through the Chair, on all

through the Chair, on all matters to do with the proper functioning

matters to do with the proper functioning of the Board.

of the Board.

Recommendation 1.5

(a)

The Company has adopted a Diversity Policy which

A listed entity should:

PARTIALLY

provides a framework for the Company to establish,

achieve and measure diversity objectives, including in

(a)

have and disclose a diversity policy;

respect of gender diversity. The Diversity Policy is available,

(b)

through its board or a committee of the board set

as

part of the Corporate Governance Plan, on the

measurable

objectives

for

achieving

gender

Company's website.

diversity

in

the composition

of its board, senior

(b)

The Diversity Policy allows the Board to set measurable

executives and workforce generally; and

gender diversity objectives ,if considered appropriate, and

(c)

disclose in relation to each reporting period:

to continually monitor both the objectives if any have

(i)

the

measurable

objectives set

for that

been set and the Company's progress in achieving them.

period to achieve gender diversity;

(c)

The Board does not presently intend to set measurable

(ii)

the

entity's progress

towards

achieving

gender diversity objectives because:

those objectives; and

(i)

the Board does not anticipate there will be a need

(iii)

either:

to appoint any new Directors or senior executives

(A)

the respective proportions of men

due to the limited nature of the Company's existing

and women on the Board, in

and proposed activities and the Board's view that

senior executive positions and

the existing Directors and senior executives have

across

the

whole

workforce

sufficient skill and experience to carry out the

(including how the entity has

Company's plans;

defined

"senior executive" for

these purposes); or

RECOMMENDATIONS (4TH EDITION)

COMPLY

EXPLANATION

  1. if the entity is a "relevant employer" under the Workplace Gender Equality Act, the entity's most recent "Gender Equality Indicators", as defined in the Workplace Gender Equality 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 itsdirectors of each gender within a specified period.

  1. 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 objectectives 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
  2. 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)

The Company's Nomination Committee (or, in its absence,

A listed entity should:

YES

the Board) is responsible for evaluating the performance of

the Board, its committees and individual Directors on an

(a)

have and

disclose a process

for periodically

annual basis. It may do so with the aid of an independent

evaluating

the performance of

the Board,

its

advisor. The process for this is set out in the Company's

committees and individual Directors; and

Corporate Governance Plan, which is available on the

(b)

disclose for

each reporting period whether

a

Company's website.

performance evaluation has been undertaken in

(b)

The Company's Corporate Governance Plan requires the

accordance with that process during or in respect

Company to disclose whether or not performance

of that period.

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 for each financial year in

accordance with the above process.

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WISR Limited published this content on 16 December 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 December 2020 07:42:01 UTC