Alvo Minerals : Corporate Governance Statement

ASX CORPORATE GOVERNANCE PRINCIPLES AND RECOMMENDATIONS

RECOMMENDATIONS

COMPLY

EXPLANATION1

(Yes/No)

1.

Principle 1: Lay solid foundations for management and oversight

A listed entity should clearly delineate the respective roles and responsibilities of its board and management and regularly review their performance.

1.1.

A listed entity should have and disclose a board charter setting out:

(a) the respective roles and responsibilities of its board and management; and

(b) those matters expressly reserved to the board and those delegated to management.

Yes

The Company has adopted a Board Charter that sets out the specific roles and responsibilities of the Board, the Chair and management and includes a description of those matters expressly reserved to the Board and those delegated to management. The Board Charter sets out the specific responsibilities of the Board, requirements as to the Board's composition, the roles and responsibilities of the Chair and Company Secretary, the establishment, operation and management of Board Committees, Directors' access to Company records and information, details of the Board's relationship with management, details of the Board's performance review and details of the Board's disclosure policy.

A copy of the Company's Board Charter, which is part of the Company's Corporate Governance Plan, is available on the Company's website.

1.2.

Companies should:

• (a) undertake appropriate checks before 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.

Yes

Appropriate checks have been undertaken in respect of each proposed Director and information is provided to security holders at the time of election or re-election by them as appropriate.

1.3.

A listed entity should have a written agreement with each Director and senior executive setting out the terms of their appointment.

Yes

The Company has entered into written agreements with each director and senior executive. Each director and senior executive is party to a written service agreement with the Company which sets out the terms of that Director's or senior executive's appointment. Details of service agreements in place are detailed in sections 9.5 and 9.6.

ASX CORPORATE GOVERNANCE PRINCIPLES AND RECOMMENDATIONS

RECOMMENDATIONS

COMPLY (Yes/No)

EXPLANATION1

1.4.

The Company Secretary of a listed entity should be accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board.

Yes

This is consistent with the Charter and corporate structure of the Company. The Company Secretary has a direct relationship with the Chairman and Board in relation to these matters.

The role includes supporting the Board on governance matters, assisting the Board with meetings and directors' duties, and acting as an interface between the Board and senior executives. The Board and individual Directors have access to the Company Secretary.

The Company Secretary is appointed, and where appropriate, removed by the Board by resolution. The Company Secretary is accountable directly to the Board, through the Chairman, on all matters regarding the proper functioning of the Board.

The Company Secretary's responsibilities includes:

• • advising the Board and Committees on governance matters;

• • monitoring adherence of Board and Committees to policies and procedures;

• • coordinating timely completion and despatch of Board and Committee papers;

• • ensuring business at Board and Committee meeting is accurately captured in the minutes; and

• • helping to organise and facilitate induction and professional development of Directors.

1.5.

A listed entity should:

• (a) have and disclose a diversity policy;

• (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and

(c) disclose in relation to each reporting period:

(1) the measurable objectives set for that period to achieve gender diversity;

(2) the entity's progress towards achieving those objectives; and

(3) either:

Partially

The Company has adopted a Diversity Policy, a copy of which is available on the Company's website.

The Company is committed to maintain a culture that embraces inclusivity, diversity and equal opportunity. However, the Company currently does not consider it is of a size appropriate to establish measurable objectives with respect to diversity at this time. Once appropriate for the Company, the Board will review and set appropriate objectives in accordance with the Company's Diversity Policy.

The Board will continue to monitor progress towards achieving improved gender diversity and diversity generally.

The Company will disclose any measurable objectives it adopts from time to time and will disclose the respective proportion of men and women on the board, in senior executive positions and across the whole company in the Company's annual report.

ASX CORPORATE GOVERNANCE PRINCIPLES AND RECOMMENDATIONS

RECOMMENDATIONS

COMPLY (Yes/No)

EXPLANATION1

• (A) the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined "senior executive" for these purposes); or

• (B) if the entity is a "relevant employer" under the Workplace Gender Equality Act, the entity's most recent "Gender Equality Indicators", as defined in and published under that Act.

If the entity was in the S&P/ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period.

1.6.

A listed entity should:

• (a) have and disclose a process for periodically evaluating the performance of the Board, its committees and individual Directors; and

• (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

Yes

The Board reviews its overall performance, as well as the performance of its committees and individual directors, at least annually.

1.7.

A listed entity should:

(a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and

(b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.

Yes

The Chairman and Managing Director assess the performance of senior executives at least annually.