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TAWANA RESOURCES NL - Appendix 4G and 2018 Corporate Governance Statement

Release Date: 28/03/2018 10:35:00      Code(s): TAW       PDF(s):  
Appendix 4G and 2018 Corporate Governance Statement

Tawana Resources NL
(Incorporated in Australia)
(Registration number ACN 085 166 721)
Share code on the JSE Limited: TAW
JSE ISIN: AU0000TAWDA9
Share code on the Australian Securities Exchange Limited: TAW
ASX ISIN: AU000000TAW7
(“the Company” or “Tawana”)


Appendix 4G and 2018 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:

    TAWANA RESOURCES NL

    ABN / ARBN:                                                                                    Financial year ended:

    69 085 166 721                                                                                 31 DECEMBER 2017


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

            These pages of our annual report:

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.
2 “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.
3 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.

                                                                                                                                            Page 1
             This URL on our website:                        www.tawana.com.au/corporate-governance

The Corporate Governance Statement is accurate and up to date as at 26 March 2018 and has been approved by
the board.

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

    Date:                                                      28 March 2018

    Name of Company Secretary authorising                      Alexei Fedotov
    lodgement:

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

    Corporate Governance Council                             We have followed the recommendation                          We have NOT followed the
    recommendation                                           in full for the whole of the period above.                   recommendation in full for
                                                             We have disclosed …                                          the whole 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:               Not applicable
            (a)     the respective roles and                 in our Corporate Governance Statement
                    responsibilities of its board and
                    management; and                          … and information about the respective roles and
                                                             responsibilities of our board and management (including
            (b)     those matters expressly reserved to      those matters expressly reserved to the board and those
                    the board and those delegated to         delegated to management):
                    management.
                                                             in our Corporate Governance Statement
    1.2     A listed entity should:                          … the fact that we follow this recommendation:               Not applicable
            (a)     undertake appropriate checks before      in our Corporate Governance Statement
                    appointing a person, or putting
                    forward to security holders a
                    candidate 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.
    1.3     A listed entity should have a written            … the fact that we follow this recommendation:               Not applicable
            agreement with each director and senior
            executive setting out the terms of their
                                                             in our Corporate Governance Statement
            appointment.

    1.4     The company secretary of a listed entity         … the fact that we follow this recommendation:               Not applicable
            should be accountable directly to the board,
            through the chair, on all matters to do with
                                                             in our Corporate Governance Statement
            the proper functioning of the board.

    1.5     A listed entity should:                          … the fact that we have a diversity policy that complies           an explanation why
            (a)     have a diversity policy which includes   with paragraph (a):                                                 that is so in our
                    requirements for the board or a          in our Corporate Governance Statement                             Corporate
                    relevant committee of the board to                                                                           Governance
                    set measurable objectives for            … and a copy of our diversity policy or a summary of it:            Statement
                    achieving gender diversity and to       at www.tawana.com.au/corporate-governance
                    assess annually both the objectives
                                                             … and the measurable objectives for achieving gender
                                                             diversity set by the board or a relevant committee of the


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.

                                                                                                                                           Page 2
Corporate Governance Council                               We have followed the recommendation                         We have NOT followed the
recommendation                                             in full for the whole of the period above.                  recommendation in full for
                                                           We have disclosed …                                         the whole of the period
                                                                                                                       above. We have disclosed
                                                                                                                       …4
                 and the entity’s progress in achieving    board in accordance with our diversity policy and our
                 them;                                     progress towards achieving them:
       (b)       disclose that policy or a summary of       in our Corporate Governance Statement OR
                 it; and
       (c)       disclose as at the end of each             at [insert location]
                 reporting period the measurable           … and the information referred to in paragraphs (c)(1) or
                 objectives for achieving gender           (2):
                 diversity set by the board or a
                 relevant committee of the board in         in our Corporate Governance Statement
                 accordance with the entity’s diversity
                 policy and its progress towards
                 achieving them and either:
                 (1) 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
                 (2) 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.
1.6    A listed entity should:                             … the evaluation process referred to in paragraph (a):           an explanation why
       (a)     have and disclose a process for              in our Corporate Governance Statement                           that is so in our
               periodically evaluating the                                                                                   Corporate
               performance of the board, its               … and the information referred to in paragraph (b):               Governance
               committees and individual directors;         in our Corporate Governance Statement                           Statement
               and
       (b)     disclose, in relation to each reporting
               period, whether a performance
               evaluation was undertaken in the
               reporting period in accordance with
               that process.
1.7    A listed entity should:                             … the evaluation process referred to in paragraph (a):      Not applicable
       (a)     have and disclose a process for             in the Board and Executive Charter at
               periodically evaluating the                      www.tawana.com.au/corporate-governance
               performance of its senior executives;
               and                                         … and the information referred to in paragraph (b):
       (b)     disclose, in relation to each reporting      in our Corporate Governance Statement
               period, whether a performance
               evaluation was undertaken in the
               reporting period in accordance with
               that process.
PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE
2.1          The board of a listed entity should:          If the entity complies with paragraph (a):                  Not applicable
             (a)    have a nomination committee            … the fact that we have a nomination committee that
                    which:                                 complies with paragraphs (1) and (2):
                   (1) has at least three members, a        in our Corporate Governance Statement
                       majority of whom are
                       independent directors; and          … and a copy of the charter of the committee:
                   (2) is chaired by an independent        at www.tawana.com.au/corporate-governance
                       director,                           … and the information referred to in paragraphs (4) and
                   and disclose:                           (5):
                   (3) the charter of the committee;        at page 41 of The Company’s Annual Report

                                                                                                                                        Page 3
Corporate Governance Council                             We have followed the recommendation                       We have NOT followed the
recommendation                                           in full for the whole of the period above.                recommendation in full for
                                                         We have disclosed …                                       the whole of the period
                                                                                                                   above. We have disclosed
                                                                                                                   …4
               (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 that 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.

2.2      A listed entity should have and disclose a      … our board skills matrix:                                Not applicable
         board skills matrix setting out the mix of
         skills and diversity that the board currently
                                                          in our Corporate Governance Statement
         has or is looking to achieve in its
         membership.
2.3      A listed entity should disclose:                … the names of the directors considered by the board to   Not applicable
         (a) the names of the directors                  be independent directors:
                considered by the board to be             in our Corporate Governance Statement
                independent directors;
                                                         … and, where applicable, the information referred to in
         (b) if a director has an interest,              paragraph (b):
                position, association or relationship
                of the type described in Box 2.3 but      in our Corporate Governance Statement
                the board is of the opinion that it      … and the length of service of each director:
                does not compromise the
                independence of the director, the         in our Corporate Governance Statement
                nature of the interest, position,
                association or relationship in
                question and an explanation of why
                the board is of that opinion; and
         (c) the length of service of each
                director.
2.4      A majority of the board of a listed entity                                                                      an explanation for
         should be independent directors.                                                                                non-compliance for
                                                                                                                         the full year in our
                                                                                                                         Corporate
                                                                                                                         Governance
                                                                                                                         Statement
2.5      The chair of the board of a listed entity       … the fact that we follow this recommendation:            Not applicable
         should be an independent director and, in
         particular, should not be the same person
                                                         in our Corporate Governance Statement
         as the CEO of the entity.

2.6      A listed entity should have a program for       … the fact that we follow this recommendation:            Not applicable
         inducting new directors and provide
         appropriate professional development
                                                         in our Corporate Governance Statement
         opportunities for directors to develop and
         maintain the skills and knowledge needed
         to perform their role as directors
         effectively.




                                                                                                                                    Page 4
Corporate Governance Council                            We have followed the recommendation                        We have NOT followed the
recommendation                                          in full for the whole of the period above.                 recommendation in full for
                                                        We have disclosed …                                        the whole of the period
                                                                                                                   above. We have disclosed
                                                                                                                   …4
PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY

3.1      A listed entity should:                        … our code of conduct or a summary of it:                  Not applicable
         (a) have a code of conduct for its              at www.tawana.com.au/corporate-governance
                directors, senior executives and
                employees; and
         (b) disclose that code or a summary of
                it.
PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING

4.1      The board of a listed entity should:           If the entity complies with paragraph (a):                 Not applicable
         (a) have an audit committee which:             … the fact that we have an audit committee that complies
               (1) has at least three members, all      with paragraphs (1) and (2):
                    of whom are non-executive           in our Corporate Governance Statement
                    directors and a majority of
                    whom are independent                … and a copy of the charter of the committee:
                    directors; and                      at www.tawana.com.au/corporate-governance
               (2) is chaired by an independent         … and the information referred to in paragraphs (4) and
                    director, who is not the chair of   (5):
                    the board,
               and disclose:                            at pages 8-11 and 41 of the Company’s Annual
                                                              Report
               (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.

4.2      The board of a listed entity should, before    … the fact that we follow this recommendation:             Not applicable
         it approves the entity’s financial
         statements for a financial period, receive
                                                        in our Corporate Governance Statement
         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.

4.3      A listed entity that has an AGM should         … the fact that we follow this recommendation:             Not applicable
         ensure that its external auditor attends its
         AGM and is available to answer questions
                                                         in our Corporate Governance Statement
         from security holders relevant to the audit.



                                                                                                                                    Page 5
Corporate Governance Council                            We have followed the recommendation                          We have NOT followed the
recommendation                                          in full for the whole of the period above.                   recommendation in full for
                                                        We have disclosed …                                          the whole of the period
                                                                                                                     above. We have disclosed
                                                                                                                     …4
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE

5.1      A listed entity should:                                                                                 Not applicable
                                                        … our continuous disclosure compliance policy or a summary of it:
         (a) have a written policy for complying         at www.tawana.com.au/corporate-governance
                with its continuous disclosure
                obligations under the Listing Rules;
                and
         (b) disclose that policy or a summary
                of it.
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS

6.1      A listed entity should provide information     … information about us and our governance on our             Not applicable
         about itself and its governance to             website:
         investors via its website.
                                                       at www.tawana.com.au/corporate-governance
6.2      A listed entity should design and              … the fact that we follow this recommendation:               Not applicable
         implement an investor relations program
         to facilitate effective two-way
                                                        in our Corporate Governance Statement
         communication with investors.

6.3      A listed entity should disclose the policies   … our policies and processes for facilitating and            Not applicable
         and processes it has in place to facilitate    encouraging participation at meetings of security holders:
         and encourage participation at meetings
         of security holders.
                                                         at www.tawana.com.au/corporate-governance

6.4      A listed entity should give security holders   … the fact that we follow this recommendation:               Not applicable
         the option to receive communications
         from, and send communications to, the
                                                        in our Corporate Governance Statement
         entity and its security registry
         electronically.
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1      The board of a listed entity should:           If the entity complies with paragraph (a):                   Not applicable
         (a) have a committee or committees to          … the fact that we have a committee or committees to
               oversee risk, each of which:             oversee risk that comply with paragraphs (1) and (2):
               (1) has at least three members, a        in our Corporate Governance Statement
                    majority of whom are
                    independent directors; and          … and a copy of the charter of the committee:
               (2) is chaired by an independent         at www.tawana.com.au/corporate-governance
                    director,                           … and the information referred to in paragraphs (4) and
               and disclose:                            (5):
               (3) the charter of the committee;        at page 41 of The Company’s Annual Report
               (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 risk committee
               or committees that satisfy (a)
               above, disclose that fact and the
               processes it employs for
               overseeing the entity’s risk
               management framework.

7.2      The board or a committee of the board          … the fact that board or a committee of the board            Not applicable
         should:                                        reviews the entity’s risk management framework at least
         (a) review the entity’s risk                   annually to satisfy itself that it continues to be sound:
               management framework at least

                                                                                                                                      Page 6
Corporate Governance Council                          We have followed the recommendation                         We have NOT followed the
recommendation                                        in full for the whole of the period above.                  recommendation in full for
                                                      We have disclosed …                                         the whole of the period
                                                                                                                  above. We have disclosed
                                                                                                                  …4
               annually to satisfy itself that it      in our Corporate Governance Statement
               continues to be sound; and
                                                      … and that such a review has taken place in the
         (b)   disclose, in relation to each          reporting period covered by this Appendix 4G:
               reporting period, whether such a
               review has taken place.                in our Corporate Governance Statement
7.3      A listed entity should disclose:             … the fact that we do not have an internal audit function   Not applicable
         (a) if it has an internal audit function,    and the processes we employ for evaluating and
                how the function is structured and    continually improving the effectiveness of our risk
                what role it performs; or             management and internal control processes:
         (b) if it does not have an internal audit     in our Corporate Governance Statement
                function, that fact and the
                processes it employs for evaluating
                and continually improving the
                effectiveness of its risk
                management and internal control
                processes.
7.4      A listed entity should disclose whether it   … whether we have any material exposure to economic,        Not applicable
         has any material exposure to economic,       environmental and social sustainability risks and, if we
         environmental and social sustainability      do, how we manage or intend to manage those risks:
         risks and, if it does, how it manages or
         intends to manage those risks.
                                                      in our Corporate Governance Statement




                                                                                                                                   Page 7
Corporate Governance Council                           We have followed the recommendation                       We have NOT followed the
recommendation                                         in full for the whole of the period above.                recommendation in full for
                                                       We have disclosed …                                       the whole of the period
                                                                                                                 above. We have disclosed
                                                                                                                 …4
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY

8.1      The board of a listed entity should:          If the entity complies with paragraph (a):                Not applicable
         (a) have a remuneration committee             … the fact that we have a remuneration committee that
               which:                                  complies with paragraphs (1) and (2):
               (1) has at least three members, a        in our Corporate Governance Statement
                    majority of whom are
                    independent directors; and         … and a copy of the charter of the committee:
               (2) is chaired by an independent        at www.tawana.com.au/corporate-governance
                    director,                          … and the information referred to in paragraphs (4) and
               and disclose:                           (5):
               (3) the charter of the committee;      at page 41 of The Company’s Annual Report
               (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 remuneration
               committee, disclose that fact and
               the processes it employs for setting
               the level and composition of
               remuneration for directors and
               senior executives and ensuring that
               such remuneration is appropriate
               and not excessive.
8.2      A listed entity should separately disclose    … separately our remuneration policies and practices      Not applicable
         its policies and practices regarding the      regarding the remuneration of non-executive directors
         remuneration of non-executive directors       and the remuneration of executive directors and other
         and the remuneration of executive             senior executives:
         directors and other senior executives.
                                                        on pages 27-39 of the 2017 Annual Report


8.3      A listed entity which has an equity-based                                                                   an explanation why
         remuneration scheme should:                                                                                   that is so in our
         (a) have a policy on whether                                                                                  Corporate
                participants are permitted to enter                                                                    Governance
                into transactions (whether through                                                                     Statement
                the use of derivatives or otherwise)
                which limit the economic risk of
                participating in the scheme; and
         (b) disclose that policy or a summary
                of it.


CORPORATE GOVERNANCE STATEMENT
This Corporate Governance Statement outlines the governance processes and procedures of Tawana
Resources NL (the “Company”) as at 28 March 2018 and has been approved by the Board of the
Company as at that date.
A copy of this Corporate Governance Statement is available in the Corporate Governance section of our
website at www.tawana.com.au/corporate-governance, together with copies of our Board and Board
Committee Charters and Company’s key policies referred to in this Corporate Governance Statement.
The ASX Appendix 4G, which is a checklist cross-referencing the third edition of the ASX Corporate


                                                                                                                                  Page 8
Governance Principles and Recommendations (“ASX Recommendations”) to the relevant disclosures in
the Corporate Governance Statement and the 2017 Annual Report is also provided on that webpage.
Commitment to good governance
The Directors believe that effective corporate governance improves company performance, enhances
corporate social responsibility and benefits all stakeholders. Governance practices are not a static set of
principles and the Company assesses its governance practices on an annual basis. Changes and
improvements are made in a substance over form manner, which appropriately reflect the changing
circumstances of the Company as it grows and evolves. Accordingly, the Board has established a number
of practices and policies to ensure that these intentions are met and that all shareholders are fully
informed about the affairs of the Company.
ASX Recommendations
The Company complies with all relevant ASX Recommendations other than as set out in the table below.
Reasons for non-compliance are explained in this Corporate Governance Statement.
        ASX
                                                                 Description
   Recommendation

                     A listed entity should disclose as at the end of each reporting period the measurable objectives for
         1.5         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.
         1.6         A listed entity should have and disclose a process for periodically evaluating the performance of the
                     board, its committees and individual directors.
                     A listed entity which has an equity-based remuneration scheme should:
                     (a)        have a policy on whether participants are permitted to enter into transactions (whether
         8.3                    through the use of derivatives or otherwise) which limit the economic risk of participating
                                in the scheme; and
                     (b)        disclose that policy or a summary of it.


BOARD STRUCTURE AND COMPOSITION
The Board currently comprises five Directors listed below. Four are Non-Executive Directors and two
are independent Directors. ASX recommendation 2.4 suggests a majority of the board of a listed entity
should be comprised of independent directors. Since August 2017, the majority of the Board comprises
of independent Non-Executive Directors including an independent Non-Executive Chairman.
Directors’ qualifications, experience, special responsibilities and directorships held in other companies
are set out on pages 8 to 11 of the 2017 Annual Report.




                                                                                                                     Page 9
 Director                          Term                                      Classification
 Robert Benussi (Chairman)         Director since 4 December 2015            Independent
 Mark Calderwood (Managing         Director since 21 October 2016            Executive
 Director)
 Robert (Bob) Vassie               Director since 1 August 2017              Independent
 Mark Turner                       Director since 1 August 2017              Independent
 Wei Xie                           Director since 22 November 2017           Non-Independent

Michael Naylor was also an Executive Director of the Company since 1 January 2015. He resigned on 31
October 2017 but continued to provide consulting services to the Company.
Role and responsibilities of the Board
The Board is collectively responsible for the success of the Company. In order to achieve this objective,
the Board must promote and protect the interests of all shareholders as a whole and other stakeholders.
The Board must also ensure that the Company complies with all of its contractual, statutory and legal
obligations.
The conduct of the Board is regulated by the Company’s constitution, Code of Conduct and other
Company policies.
The roles and responsibilities of the Board and the Senior Management (“Executives”) are set out in
the Company’s Board and Executive Charter.
Under the Board and Executive Charter the Board has the following key responsibilities:
       leading and setting the strategic direction/objectives of the Company
       appointing the Chairman of the Board
       appointing, and when necessary replacing, the Managing Director
       approving the appointment, and when necessary replacement, of Executives and the Company
       Secretary
       overseeing the Executives’ implementation of the Company’s strategic objectives and the
       Executives’ performance generally
       approving operating budgets, major capital expenditure and significant acquisitions and
       divestitures
       overseeing the integrity of the Company’s accounting and corporate reporting systems,
       including the external audit, satisfying itself financial statements released to the market fairly
       and accurately reflect the Company’s financial position and performance
       overseeing the Company’s processes and procedures for making timely and balanced disclosure
       of all material information that a reasonable person would expect to have a material effect on
       the price or value of the Company’s securities
       reviewing, ratifying and monitoring the effectiveness of the Company’s risk management
       framework, corporate governance policies and systems designed to ensure legal compliance
     approving the Company’s remuneration framework
The Board has delegated responsibility for the day to day management of the Company to the Managing
Director who is supported by the Executives. However, the Board remains ultimately responsible for the
strategic direction of the Company.
The Board and Executive Charter provides that the Managing Director has the following key
responsibilities:
   - overseeing the day-to-day operations and administration of the Company
   - leading and supervising the Executives
   - keeping the Board informed of any material issues or developments within the Company
The Managing Director is supported by other Executives in respect of:

                                                                                                   Page 10
    -   implementing the strategic direction/objectives provided by the Board
    -   developing control and accountability systems in respect of compliance, risk management and
        corporate governance
    -   operating within the risk appetite set by the Board
    -   maintaining accurate financial and other reports

Directors’ skills
As detailed on pages 8 to 11 of the 2017 Annual Report, the Directors are all professionals with a wealth
of experience in different areas relevant to the Company’s business. The Company is committed to
ensuring the Board is comprised of directors who possess the appropriate mix of skills, expertise and
diversity to adequately discharge its responsibilities and duties.
The Board is looking to maintain and build on the following skills that the Board collectively has:
   Resources                                                                                   90%
   Former or current executive/management role or long term Board experience in the
   resources sector. Expertise in exploration, development, processing, production and
   distribution of minerals
   Technical                                                                                   85%
   Relevant technical qualifications or experience in metallurgy, geology, engineering,
   exploration and mining operations, accounting or legal fields
   Governance and risk management                                                              65%
   Experience in an organisation with similar rigorous governance standards.
   Experience in implementing effective risk management controls, experience as risk
   or audit committee chairman
   Capital markets                                                                             85%
   Current or former role in investment banking, funds management or corporate
   advisory. Proven experience with M&A or equity and debt capital raisings
   Business acumen                                                                             90%
   Proven track record in business at a senior executive. Listed company experience.
   Experience in business analysis
   Team orientated behavioural characteristics                                                 85%
   Proven leadership characteristics in other executive or Board roles. Investor
   relations or community liaison experience. Commitment to health and safety.
   Former or current role in HR

The Board structure and composition will be reviewed as and when the Company’s strategic direction
and activities change. The Company will only recommend the appointment of additional directors to the
Board where it believes the expertise and value added outweighs the additional cost.
Director appointments
As stipulated in the ASX Recommendations, background checks are carried out on all new director
candidates prior to their appointment or submission to shareholders for election. These checks include
character references, confirmations of experience and education, criminal record and bankruptcy
history checks.
When deciding to appoint a new director or renew an existing director’s tenure, the Board takes into
account: the number of directors necessary to add value to the Company, the specific skills sets or
experience required by the Company at its current stage, the decision-making and judgment skills a
director might bring to the Board and a director’s capacity to commit adequate time to the role.
Each Director and Executive of the Company has an agreement in writing with the Company which sets
out the key terms and conditions of their appointment including their duties, rights and responsibilities
and (to the extent applicable) the matters referred to in the commentary to Recommendation 1.3.


                                                                                                      Page 11
The Company ensures that all material information in its possession relevant to a shareholders’ decision
whether to elect or re-elect a Director is provided to shareholders in the Notice of Annual General
Meeting.
Company Secretaries
The Company Secretaries have a direct line of reporting to the Chairman and are responsible for the
proper functioning of the Board including advising on governance matters and supporting the Chairman
and the Board.
The responsibilities of the Company Secretaries are set out in the Board and Executive Charter.
Board, Committee, Director and Executive evaluation
The Board and Executive Charter requires that the Board undertakes an annual performance evaluation
of the Board and individual directors in such a manner as the Board deems appropriate. The Board is
in the process of developing formal evaluation guidelines.
There was no formal assessment of the performance of individual Directors and the Board as a whole
during the reporting period, because of the changes to the Board composition in the second half of 2017.
The Company’s process for evaluating the performance of the Executives is stated in the Board and
Executive Charter. The evaluation assesses the performance of the Executives against their
responsibilities and previously agreed key performance indicators.
An informal review of the performance of the Managing Director was carried out during the reporting
period. The review was conducted by the Chairman through discussions. The performance of other
Executives is evaluated by the Managing Director. Due to the changes in those Executives in 2017, no
formal review has been undertaken.
Board committees
To assist the Board to discharge its responsibilities, in 2017 the Board has established the Audit and Risk
Committee and the Nomination and Remuneration Committee. Each Committee operates in
accordance with its Charter which are available in the Corporate Governance section of our website.
Prior to establishment of the Committees, their functions were performed by the full Board in
accordance with the relevant Committee Charter.
The Board is required to undertake a performance evaluation of the relevant Committees in such a
manner as the Board deems appropriate.
 Committee            Members                        Responsibilities
 Audit and Risk Robert Vassie (Chairman)             The Committee is responsible for ensuring that
 Management                                          the Board is kept regularly informed on all
                Robert Benussi
 Committee                                           matters relating to audit, financial reporting
                Mark Turner                          and risk management that might significantly
                      All   are   non-executive      impact upon the Company, in a timely manner.
                      independent directors          The Committee reviews and makes
                                                     recommendations to the Board in relation to:
                                                          the Company’s financial statements
                                                          the integrity, adequacy and effectiveness
                                                          of the Company’s financial reporting and
                                                          risk management processes
                                                          the scope, adequacy and quality of audits
                                                          appointment of Company auditors
                                                          the Company’s insurance program




                                                                                                    Page 12
 Committee            Members                       Responsibilities
 Nomination and Mark Turner (Chairman)              The role of the Committee is broadly to
 Remuneration                                       consider and make recommendations to the
                Robert Benussi
 Committee                                          Board with regards to:
                Bob Vassie
                                                    Board and senior management succession
                      All   are   non-executive     the development and implementation of a
                      independent directors         process for evaluating the performance of
                                                    the board, its committees and directors
                                                    the Company’s remuneration policies, to
                                                    ensure that remuneration is sufficient and
                                                     reasonable and that its relationship with
                                                     performance is clear
The details regarding the number of Committee meetings held and Director attendance at those
meetings is set out on page 41 of the 2017 Annual Report. Details of relevant qualifications and
experience for all Committee members are set out on pages 8 to 11 of the 2017 Annual Report.
Independence
Throughout the year, the Company had independent Non-Executive Chairman. Since August 2017, the
Board comprises of the majority of the independent Non-Executive Directors with the independent Non-
Executive Chairman. Before August 2017 the Company had one independent director and two executive
directors.
The independence of Directors is assessed according to the policy on the independence set out in the
Board and Executive Charter, which has regard to Box 2.3 of the ASX Recommendations. Their
independence is assessed on appointment, annually and when Director’s circumstances change such
that an assessment may be required. Directors are required to inform the Board if there is a change in
the Director’s interests, positions, or associations that could bear upon their independence.
Ms Xie is not considered independent as she has an association with the Company’s major shareholder
Weier Antriebe und Energietechnik GmbH.
To assist the directors of the Board with their independent decision making, the Board collectively, and
each Director, has, subject to prior consultation with the Chairman, the right to seek independent
professional advice at the Company’s expense. A copy of such advice is required to be made available
to all members of the Board.
Director induction and development
In order for the new Director to participate fully and actively in Board decision-making at the earliest
opportunity, an induction process is carried out immediately after appointment. This induction is
facilitated by the Company Secretary and involves meeting with other members of the Board, the
Managing Director and the Executives and being provided with a pack of relevant documents and
information.
All directors are expected to maintain skills required to effectively discharge their obligations to the
Company. Directors are encouraged to undertake continuing professional education which is paid for by
the Company where appropriate.

Promoting ethical and responsible decision making
The Company has a Code of Conduct, Continuous Disclosure Policy, Diversity Policy and Security Trading
Policy which set out the standards of behaviour expected of all its employees, Directors, officers,
contractors    and    consultants.   Copies   of     these     documents        are    available    at
www.tawana.com.au/corporate-governance.
DISCLOSURES AND COMMUNICATIONS WITH SHAREHOLDERS


                                                                                                 Page 13
Market disclosures
The Company is committed to transparent and effective communication with its shareholders and
disclosures to the market.
The Company has a Continuous Disclosure Policy which is available from the Corporate Governance
section of the Company’s website. This policy is designed to ensure that Tawana complies with its
continuous disclosure obligations under the Corporations Act 2001 (Cwlth) (“Corporations Act”) and the
ASX Listing Rules such that:
      all investors have equal and timely access to material information
      Company announcements are factual and presented in a clear and balanced manner

The purpose of the policy is to:
     summarise the Company’s disclosure obligations in accordance with the ASX Listing Rules and
     the Corporations Act
     explain what type of information needs to be disclosed
     identify who is responsible for disclosure
     explain how individuals at the Company can assist to ensure the Company meets its disclosure
     obligations
The requirements set out in this policy apply to all directors, officers and employees of the Company
and its subsidiaries.
The Company Secretary is responsible for ensuring disclosure of information to the ASX.

Communications with shareholders
The Company respects the rights of its shareholders and is committed to communicating effectively with
them. The Company has a Shareholder Communications Policy which sets out how the Company
communicates with shareholders and the market effectively and is designed to promote a two-way
dialogue.
The Chairman, the Managing Director and the Company Secretary have the primary responsibility for
communication with shareholders. Information is communicated through:
       continuous disclosure to relevant security exchanges of all material information
       periodic disclosure through the annual, half year and quarterly financial reports
       notices of meetings and explanatory material
       investor presentations
       the annual general meeting (AGM)
       the Company’s website www.tawana.com.au

The Company’s website contains information about the Company and its operations and is updated with
material announcements released to the ASX as soon as practicable after confirmation of release by the
ASX. In addition, shareholders’ can be notified by email of all material announcements by subscribing to
the Company’s mailing list.
The Company makes available a telephone number and email address for shareholders to make
enquiries. Upon admission onto the Company’s share register the Company’s security registry provides
shareholders with the option to receive communications from, and send communications to, the
Company’s security registry electronically including the Annual Report and Notice of Meeting and
electronic voting.
Tawana shareholders are provided an opportunity to ask questions at the Company’s AGM, which is also
attended by the Company’s external auditor (who can answer questions about the annual audit).
RISK MANAGEMENT AND INTERNAL CONTROLS

                                                                                                 Page 14
Risk management
The Board is ultimately responsible for overseeing the risk management framework and setting the
Company’s risk appetite. The Board is assisted by the Audit and Risk Committee.
Financial and operating risks are addressed through individual approved policies and procedures
covering financial, contract management, safety and environmental activities of the Company.
The Company also engages an insurance broking firm as part of its annual assessment of the coverage
for insured assets and risks.
The results of all the various reviews and insurances are reported to the Board at least annually.
Reporting on Company risk management occurs on an ongoing basis and reported to the Board (by the
Managing Director and the CFO). Business risks are continually assessed (at least annually) by the Board
in accordance with the Company’s risk management and internal compliance and control policy. A Risk
management workshop was held in July 2017 and its outcomes were reviewed and assessed by the Audit
and Risk Management Committee in September 2017.
The Board believes that it has a thorough understanding of the Company’s key risks and is managing
them appropriately.
MD and CFO certifications
The integrity of the Company’s financial reporting relies upon a sound system of risk management and
control. Before approving the financial statements each year and half year, the Managing Director and
Chief Financial Officer provide the Board with a declaration in accordance with s295A of the
Corporations Act stating that:
       in their opinion, the Group’s financial records have been properly maintained and that the
       financial statements comply with the relevant accounting standards and give a true and fair view
       of the consolidated Group’s financial position and performance
       the opinion has been formed on a sound system of risk management and internal control which
       is operating effectively
Risk and assurance
Given the Company’s current size and level of activity, the Board does not deem it appropriate to create
an internal audit function or engage an external advisor to complete this function. Through external
audit procedures and internal risk management policies and procedures the Board considers there to
be sufficient processes in place for evaluating and continually improving the effectiveness of its risk
management and internal control processes. Copies of the Company’s Audit and Risk Management
Committee Charter are available on the Company’s website.
Economic, environmental and social sustainability risks
The Company, as an exploration and junior production company, faces inherent risks in its activities,
including economic, environmental and social sustainability risks, which may materially impact the
Company’s ability to create or preserve value for security holders over the short, medium or long term.
The Company has procedures in place for reporting on significant risks (as described above), which are
continually being developed and updated to help manage these risks.
REMUNERATION POLICIES
The Nomination and Remuneration Committee reviews and recommends to the Board remuneration
arrangements for directors and senior executives, having regard to market conditions and the
performance of individuals and the consolidated entity.
In December 2017, the Board adopted the Non-Executive Remuneration Policy and the Executive and
Employee Remuneration Policy. Details of the Company’s remuneration framework for Non-Executive
Directors, Managing Director and other senior Executives are set out on pages 27 to 39 of the 2017
Annual Report.

                                                                                                     Page 15
SECURITIES DEALING POLICY
The Company has the Securities Trading Policy available in the Corporate Governance section of our
website. The purpose of the policy is to ensure that employee in possession of inside information
concerning the Company do not engage in insider trading. The policy applies to directors, officers,
employees and contractors of the Company.
The Company does not have a formal policy on restricting directors and employees from entering into
any transaction which would have the effect of hedging or otherwise transferring to any other person
the risk of any fluctuation in the value of any unvested incentive. The Corporations Act already prohibits
the Company’s key management personnel or their closely related parties from hedging unvested
incentives. The Company will update its Securities Trading Policy in 2018 to extend this restriction to
employees who have been issued incentives.
DIVERSITY
The Company is committed to workplace diversity through acting in fairness and without prejudice. The
Company believes that decision-making is enhanced through diversity and supports and encourages
diversity at all levels of the organisation in accordance with the Company’s Diversity Policy.
Under the principles outlined in the Company’s Nomination and Remuneration Committee Charter the
Board is responsible for setting measurable objectives for achieving gender diversity and annually
reviewing any such objectives and the Company’s progress towards achieving them.
Given the small number of employees the Company had to date, the Nomination and Remuneration
Committee has not yet set measurable objectives in relation to diversity. However, with increasing
workforce, the Nomination and Remuneration Committee intends to set measurable objectives for
2018.
In any event, the Company strives to provide the best possible opportunities for current and prospective
employees of all backgrounds in such a manner that best adds to overall shareholder value and which
reflects the values, principles and spirit of the Company’s Diversity Policy.
As at the end of the 2017 financial year the Company had:
      one female Director
      a total of 17 female employees out of a total of 50 employees, with no women in senior
      management positions
Senior management positions for these purposes are the roles of the Managing Director, CFO, Chief
Technical Officers and General Manager.



28 March 2018

Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd




                                                                                                   Page 16

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