Corporate Governance

Corporate Governance

The administration of corporate governance at Huangpu Mining is based on extensive systems of control and accountability. The Company's Board of Directors is committed to implementing policies and processes in an open and transparent way and to keeping with the real spirit of corporate governance and in accordance with the Company's demands.

The Board of Directors and management are dedicated to corporate governance and have adopted the Ten Essential Corporate Governance Principles and each of the Best Practice Recommendations to the degree they apply to the Company.

• Statement of Board and Management Functions;
• Nomination Committee Charter;
• Policy and procedure for selection and appointment of new directors;
• Summary of code of conduct for directors and key executives;
• Summary of policy on securities trading;
• Audit Committee Charter;
• Policy and procedure for selection of external auditor and rotation of audit engagement partners;
• Summary of policy and procedure for compliance with continuous disclosure requirements;
• Summary of arrangements regarding communication with and participation of shareholders;
• Summary of the Company’s risk management policy and internal compliance and control system;
• Process for performance evaluation of the Board, Board committees, individual directors, and key executives;
• Remuneration Committee Charter;
• Corporate Code of Conduct.

Board Charter

The business of the Company must be managed by the Directors, subject to the Listing Rules and any other provision of the Constitution, and they may exercise all of the Company's powers that are not required to be exercised by the Company in the general meeting under the Corporations Act or Constitution.

The Board:

• Is accountable to all stakeholders for the Company's performance;
• Will collaborate with management to define the Company's strategy and performance goals;
• Is responsible for assessing senior management's performance and strategy implementation, as well as ensuring sufficient resources are available, in collaboration with a separate Remuneration Committee;
• Is in charge of analyzing and approving risk management and internal compliance and control systems, as well as codes of conduct and legal compliance;
• Is in charge of ensuring that a competent risk supervision and management framework is in place;
• Is in charge of ensuring that all material information to shareholders is communicated in a timely and correct manner;
• Is in charge of the Company secretary's appointment, appraisal, and, if necessary, removal;
• Is in charge of project approval and monitoring, as well as capital management, acquisitions, and divestitures;
• Is in charge of strengthening the Company's reputation;
• Is in charge of financial and other reporting approval and monitoring;
• Is dedicated to maintaining the highest levels of ethical standards in all of the Company's transactions.

The Definition of an Independent Director

An independent director:

• Serves on the board of directors as a non-executive director (i.e., is not a member of management);
• Is not a substantial shareholder of the Company, nor is he or she an official, or otherwise directly associated with, a significant shareholder of the Company;
• Has not been employed in an executive capacity by the Company or another group member in the previous three years, or been a director after ceasing to hold any such employment;
• Has not been a principal of a material professional adviser or a material consultant to the Company or another group member in the last three years, or a materially associated employee with the service supplied;
• Is not a material supplier or customer of the Company or other group member, or otherwise associated directly or indirectly with a material supplier or customer;
• Other than as a Company director, has no meaningful contractual tie with the Company or another group member;
• Is independent of any conflict of interest or business or other relationship that could, or could reasonably be believed to, materially impair the director's capacity to act in the Company's best interests.

Description of The Procedure for The Selection and Appointment of New Directors to the Board

• New directors are being sought to complement the present Board's expertise and competence;
• New directors bring a fresh perspective to the Company's operations, strategy, and direction;
• New directors are chosen based on their reputation for integrity;
• New directors are sought if their expertise and skills can help the existing Board overcome a perceived deficiency.

Trading Policy

• All directors, officers and employees are restricted from trading in the Company’s securities according to this policy;
• A copy of the law's restrictions and the policy's requirements will be sent to all designated officials. When the designated officer is unable to trade, it is unacceptable for the designated officer to recruit others to do so. Against external advisers, all officials and workers must maintain confidentiality;
• Designated officials must notify the chairman of their intention to trade in the Company's securities;
• If trading occurs, designated officers must provide subsequent confirmation;
• The chairman has the discretion to permit trading by designated officers in circumstances of financial hardship.

Continuous Disclosure Policies

The Company takes the responsibility to disclose:

• All information that is required to be revealed;
• The board of directors, collectively, is responsible for ensuring that the Company meets its disclosure responsibilities;
• To avoid premature disclosure, the board will monitor news sources and seek to prevent the emergence of a false market in the Company's securities;
• Corporate information will be kept confidential;
• If directors or employees obtain material information, they must immediately notify the disclosure officer.

Shareholder Communications Policy

• All relevant announcements made to the market, and related information shall be properly disclosed;
• The full text of notices of meetings and explanatory material shall be placed in an accessible way;
• All recent announcements will be stored publicly and earlier announcements will be available by contacting the Company;
• Announcements will be emailed to investors who advise the Company of their interest in receiving them;
• The external auditor will attend the annual general meeting and be available to answer shareholder questions about the conduct of the audit and the preparation and content of the auditor’s report.

Risk Management Policy

• Oversight of the Risk Management System – Overseeing the establishment and implementation of the risk management system, as well as reviewing the efficacy of the Company's application of that system, is part of the board's oversight function. The Board is responsible for ensuring that proper management policies, procedures, and controls are in place to manage the impact of major business risks. Because of the Company's size, it does not have a risk sub-committee or an internal audit role.
• Risk Profile – The board has approved the Risk Management Policy. As an independent business entity, Huangpu Mining employs suitable internal controls and develops and adheres to risk management policies that are appropriate for its risks. The material risks that the Company faces are listed below.
• Compliance risk
• Environmental risk
• Financial commitments risk
• Occupational health and safety
• Opportunity identification risk
• Market risk
• Risk Management and Compliance and Control - Throughout the Company, management will identify, assess, monitor, and manage material risk. Independent third parties undertake external audits. Since the Company's inception, the incumbent auditor has served as its auditor. The essential idea of retaining auditor independence is recognized and supported by Huangpu Mining. Huangpu Mining has a policy in place that prevents auditors from providing non-audit services. Non-audit services supplied by auditors are not forbidden if they are subject to independent approval from the Board.
• Assessment of Effectiveness - The Board will monitor the management of risks on an ongoing basis.

Code of Conduct

• Shareholders' and the financial community's responsibilities: By pursuing its exploration objectives as effectively and efficiently as possible, the Company is devoted to producing shareholder value;
• Fair trading and dealing obligations: The Company is committed to dealing fairly with all parties with whom it interacts. The Company aspires to make a positive difference in the areas where it operates;
• Responsibilities towards employees:  The Company is dedicated to ensuring that all employees have a positive work environment and are safe;
• The Company's approach to complying with legislation that affects its operations: The Company strives to be in complete compliance with all applicable laws;
• How the Company monitors and ensures that its code is followed: The Company's Board of Directors oversees compliance with its code and will demand that all officers and workers follow it.

Board Code of Conduct

• Conflicts of interest — When a director's personal interests interfere with or appear to conflict with the Company's overall interests, the director must state the conflict and remove himself from discussions and decisions on the topic;
• Corporate opportunities — Directors and key executives must not use their property, information, or positions, or the opportunities that arise from them, for personal benefit or to compete with the Company;
• Confidentiality — Directors must keep non-public information confidential unless disclosure is authorized or required by law;
• Fair dealing — All employees are expected to treat customers, suppliers, and coworkers fairly;
• Asset protection and proper use — Wherever possible, the directors must protect and guarantee that assets are used efficiently for lawful business reasons;
• Observance of rules and regulations — The Company encourages observance of laws and regulations;
• Encouraging the reporting of unlawful or improper behavior — The Company encourages ethical behavior and provides protection to people who in good faith disclose unlawful or improper behavior.