Rules 4.7.3 and 4.10.31

Appendix 4G

Key to Disclosures

Corporate Governance Council Principles and Recommendations

Name of entity

Terramin Australia Limited

ABN/ARBN

Financial year ended

062 576 238

31 December 2020

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

☒

these pages of our annual report:

pages 9-10

☒

this URL on our website:

http://www.terramin.com.au/corporate/corporate-governance-statement/

The Corporate Governance Statement is accurate and up to date as at 31 March 2021 and has been approved by the board.

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

Date here:

31 March 2021

Sign here:

____________________________________

Executive Officer

Print name:

Martin Janes

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.

1

ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the period

We have NOT followed the recommendation in full for

above. We have disclosed …

the whole of the period above. We have disclosed …

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

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

☒ in our Corporate Governance Statement OR

Governance Statement OR

management; and

☐ at this location:

☐ we are an externally managed entity and this

(b) those matters expressly reserved to the board and

_____________________________________________

recommendation is therefore not applicable

those delegated to management.

Insert location here

… 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):

☒ at this location:

https://www.terramin.com.au/corporate/charters-policies/

1.2

A listed entity should:

… the fact that we follow this recommendation:

☐ an explanation why that is so in our Corporate

(a) undertake appropriate checks before appointing a

☒ in our Corporate Governance Statement OR

Governance Statement OR

person, or putting forward to security holders a

☐ at this location:

☐ we are an externally managed entity and this

candidate for election, as a director; and

_____________________________________________

recommendation is therefore not applicable

(b) provide security holders with all material information in

Insert location here

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

… the fact that we follow this recommendation:

☐ an explanation why that is so in our Corporate

director and senior executive setting out the terms of their

☒ in our Corporate Governance Statement OR

Governance Statement OR

appointment.

☐ at this location:

☐ we are an externally managed entity and this

_____________________________________________

recommendation is therefore not applicable

Insert location here

1.4

The company secretary of a listed entity should be

… the fact that we follow this recommendation:

☐ an explanation why that is so in our Corporate

accountable directly to the board, through the chair, on all

☒ in our Corporate Governance Statement OR

Governance Statement OR

matters to do with the proper functioning of the board.

☐ at this location:

☐ we are an externally managed entity and this

_____________________________________________

recommendation is therefore not applicable

Insert location here

2

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the period

We have NOT followed the recommendation in full for

above. We have disclosed …

the whole of the period above. We have disclosed …

1.5

A listed entity should:

… the fact that we have a diversity policy that complies with paragraph (a):

☒ an explanation why that is so in our Corporate

(a)

have a diversity policy which includes requirements for

☐ in our Corporate Governance Statement OR

Governance Statement OR

the board or a relevant committee of the board to set

☐ at this location:

☐ we are an externally managed entity and this

measurable objectives for achieving gender diversity

_____________________________________________

recommendation is therefore not applicable

and to assess annually both the objectives and the

Insert location here

entity's progress in achieving them;

(b)

disclose that policy or a summary of it; and

… and a copy of our diversity policy or a summary of it:

(c)

disclose as at the end of each reporting period the

☒ at this location:

measurable objectives for achieving gender diversity set

https://www.terramin.com.au/corporate/charters-policies/

by the board or a relevant committee of the board in

accordance with the entity's diversity policy and its

… the measurable objectives for achieving gender diversity set by the board or

progress towards achieving them and either:

a relevant committee of the board in accordance with our diversity policy and

(1) the respective proportions of men and women on

our progress towards achieving them:

the board, in senior executive positions and across

☐ in our Corporate Governance Statement OR

the whole organisation (including how the entity

☒ at this location:

has defined "senior executive" for these purposes);

https://www.terramin.com.au/corporate/charters-policies/

or

(2) if the entity is a "relevant employer" under the

… and the information referred to in paragraphs (c)(1) or (2):

Workplace Gender Equality Act, the entity's most

☒ in our Corporate Governance Statement OR

recent "Gender Equality Indicators", as defined in

☐ at this location:

and published under that Act.

_____________________________________________

Insert location here

1.6A listed entity should:

  1. have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and
  2. disclose, in relation to each reporting period, whether aperformance evaluation was undertaken in the reporting period in accordance with that process.

… the evaluation process referred to in paragraph (a):

☒ an explanation why that is so in our Corporate

☐ in our Corporate Governance Statement OR

Governance Statement OR

☐ at this location:

☐ we are an externally managed entity and this

_____________________________________________

recommendation is therefore not applicable

Insert location here

… and the information referred to in paragraph (b): ☐ in our Corporate Governance Statement OR☐ at this location:

_____________________________________________

Insert location here

3

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the period

We have NOT followed the recommendation in full for

above. We have disclosed …

the whole of the period above. We have disclosed …

1.7

A listed entity should:

… the evaluation process referred to in paragraph (a):

☐ an explanation why that is so in our Corporate

(a) have and disclose a process for periodically evaluating

☒ in our Corporate Governance Statement OR

Governance Statement OR

the performance of its senior executives; and

☐ at this location:

☐ we are an externally managed entity and this

(b) disclose, in relation to each reporting period, whether a

_____________________________________________

recommendation is therefore not applicable

performance evaluation was undertaken in the

Insert location here

reporting period in accordance with that process.

… and the information referred to in paragraph (b):

☒ in our Corporate Governance Statement OR

☐ at this location:

_____________________________________________

Insert location here

4

Corporate Governance Council recommendationWe have followed the recommendation in full for the whole of the period

above. We have disclosed …

PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE

We have NOT followed the recommendation in full forthe whole of the period above. We have disclosed …

2.1The board of a listed entity should:

  1. have a nomination committee which:
    1. has at least three members, a majority of whom are independent directors; and
    2. is chaired by an independent director, and disclose:
    3. the charter of the committee;
    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
  3. 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.

[If the entity complies with paragraph (a):]

☐ an explanation why that is so in our Corporate

… the fact that we have a nomination committee that complies with paragraph

s

Governance Statement OR

(1) and (2):

☐ we are an externally managed entity and this

☒ in our Corporate Governance Statement OR

recommendation is therefore not applicable

☐ at this location:

_____________________________________________

Insert location here

  • and a copy of the charter of the committee:
    ☒ at this location: https://www.terramin.com.au/corporate/charters-policies/
  • and the information referred to in paragraphs (4) and (5):
  • in our Corporate Governance Statement OR☒ at this location:

Pages 6-7 of the Company's 2020 Annual Report

[If the entity complies with paragraph (b):]

  • the fact that we do not have a nomination committee and the processes weemploy 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:
    ☐ in our Corporate Governance Statement OR☐ at this location:
    _____________________________________________
    Insert location here

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

setting out the mix of skills and diversity that the board

☒ in our Corporate Governance Statement OR

Governance Statement OR

currently has or is looking to achieve in its membership.

☐ at this location:

☐ we are an externally managed entity and this

_____________________________________________

recommendation is therefore not applicable

Insert location here

5

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Terramin Australia Limited published this content on 01 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 March 2021 22:47:04 UTC.