Olympio Metals : Corporate Governance Statement

r personal use only

CROPLOGIC LIMITED

(TO BE RENAMED "OLYMPIO METALS LIMITED")

ARBN 619 330 648

(Company)

CORPORATE GOVERNANCE STATEMENT

This Corporate Governance Statement is current as at 1 March 2022 and has been approved by the Board of the Company on that date.

This Corporate Governance Statement discloses the extent to which the Company will follow the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations - 4th Edition (Recommendations). The Recommendations are not mandatory, however the Recommendations that have not been followed for any part of the reporting period have been identified and reasons provided for not following them along with what (if any) alternative governance practices the Company intends to adopt in lieu of the recommendation.

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

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

The Company's Corporate Governance Plan is available on the Company's website at https://croplogic.com.au/corporate-governance.

	RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
	Principle 1: Lay solid foundations for management and oversight
	Recommendation 1.1		The Company has adopted a Board Charter that sets out the
	(a)	A listed entity should have and disclose a board	YES	specific roles and responsibilities of the Board, the Chair and
		charter which sets out the respective roles and		management and includes a description of those matters
		responsibilities of the Board, the Chair and		expressly reserved to the Board and those delegated to
		management, and includes a description of those		management.
		matters expressly reserved to the Board and those
		delegated to management.
/1310_2			1

RECOMMENDATIONS (4TH EDITION)

COMPLY

EXPLANATION

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

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

only

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.

use

Recommendation 1.2

(a)

The Company has guidelines for the appointment and

A listed entity should:

YES

selection of the Board and senior executives in its

(a)

undertake appropriate checks before appointing

Corporate Governance Plan. The Company's Nomination

Committee

Charter

(in

the

Company's

Corporate

a director or senior executive or putting someone

Governance Plan) requires the Nomination Committee (or,

forward for election as a Director; and

in its absence, the Board) to ensure appropriate checks

(b)

provide security holders with all material

(including

checks in

respect of

character, experience,

information in its possession relevant to a decision

education,

criminal

record

and

bankruptcy

history (as

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

appropriate)) are undertaken before appointing a person,

personalr

or putting

forward to security holders a candidate for

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

check, a Director is required to submit their resignation.

(b)

Under the Nomination Committee Charter, all material

information relevant to a decision on whether or not to

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

holders in the Notice of Meeting containing the resolution

to elect or re-elect a Director.

Recommendation 1.3

The Company's Nomination Committee Charter requires the

A listed entity should have a written agreement with each

YES

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

Director and senior executive setting out the terms of their

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

appointment.

written agreement with the Company which sets out the terms of

that Director's or senior executive's appointment.

The Company has had written agreements with each of its

Directors and senior executives for the past financial year.

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RECOMMENDATIONS (4TH EDITION)

COMPLY

EXPLANATION

Recommendation 1.4

The

Board

Charter

outlines

the

roles, responsibility

and

The Company Secretary of a listed entity should be

YES

accountability of the Company Secretary. In accordance with

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

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

matters to do with the proper functioning of the Board.

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

of the Board.

Recommendation 1.5

(a)

The Company has adopted a Diversity Policy which

A listed entity should:

PARTIALLY

provides a framework for the Company to establish,

(a)

have and disclose a diversity policy;

achieve and

measure

diversity objectives, including in

respect of gender diversity. The Diversity Policy is available,

(b)

through its board or a committee of the board set

as part of the Corporate

Governance Plan, on

the

measurable

objectives

for

achieving

gender

Company's website.

diversity

in

the composition

of its board, senior

(b)

The Diversity Policy allows the Board to set measurable

executives and workforce generally; and

gender diversity objectives ,if considered appropriate, and

(c)

disclose in relation to each reporting period:

to continually monitor both the objectives if any have

(i)

the measurable objectives set for that

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

period to achieve gender diversity;

(c)

The Board did not set measurable gender diversity

(ii)

the

entity's progress

towards

achieving

objectives for the past financial year, because:

those objectives; and

(i)

the Board did not anticipate there would be a need

(iii)

either:

to appoint any new Directors or senior executives

(A)

the respective proportions of men

due to the limited nature of the Company's existing

and women on the Board, in

and proposed activities and the Board's view that

senior executive positions and

the existing Directors and senior executives have

across

the

whole

workforce

sufficient skill and experience to carry out the

(including how the entity has

Company's plans; and

defined

"senior executive" for

(ii)

if it became necessary to appoint any new

these purposes); or

Directors or senior executives, the Board considered

(B)

if the entity is a "relevant

the application of the measurable diversity

employer" under the Workplace

objectives and determined that, given the small size

Gender Equality Act, the entity's

of the Company and the Board, reqiuring specified

most recent

"Gender

Equality

objectectives to be met, unduly limit the Company

Indicators", as defined in the

from applying the Diversity Policy as a whole and

Workplace Gender Equality Act.

the Company's policy of appointing the best

person for the job; and

RECOMMENDATIONS (4TH EDITION)

COMPLY

EXPLANATION

If the

entity was

in the S&P / ASX

300 Index at the

(iii)

the respective proportions of men and women on

commencement of the reporting period, the measurable

the Board, in senior executive positions and across

only

objective for achieving gender diversity in the composition

the whole organisation (including how the entity

of its board should be to have not less than 30% of its

has defined "senior executive" for these purposes)

directors of each gender within a specified period.

for the past financial year is disclosed below:

Female Male

Board

0%

100%

Senior Executive* 0%

100%

Whole organisation

0%

100%

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* The Senior Executives are the individuals at the highest

level of organisational management who have the

day-to-day responsibilities of managing the Company

below the Board. The Senior Executives for the purposes

of the table above include the Company's CEO, CFO

and Company Secretary

Recommendation 1.6

(a)

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

A listed entity should:

YES

the Board) is responsible for evaluating the performance of

personalr

(a)

have and

disclose a process

for periodically

the Board, its committees and individual Directors on an

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

evaluating

the performance

of

the Board,

its

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

committees and individual Directors; and

Corporate Governance Plan, which is available on the

(b)

disclose for each reporting

period whether

a

Company's website.

performance evaluation has been undertaken in

(b)

The Company's Corporate Governance Plan requires the

accordance with that process during or in respect

Company to disclose

whether or not performance

of that period.

evaluations were conducted during the relevant reporting

period. Due to the limited time the existing Board has

stood, the Company has not completed performance

evaluations in respect of the Board, its committees (if any)

and individual Directors for the past financial year in

accordance with the above process.

RECOMMENDATIONS (4TH EDITION)

COMPLY

EXPLANATION

Recommendation 1.7

(a)

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

A listed entity should:

YES

the Board) is responsible for evaluating the performance of

only

(a)

have and disclose a process for evaluating the

the Company's senior executives on an annual basis. The

Company's Remuneration Committee (or, in its absence,

performance of its senior executives at least once

the Board) is responsible for evaluating the remuneration of

every reporting period; and

the Company's senior executives on an annual basis. A

(b)

disclose

for each reporting period whether a

senior

executive,

for

these

purposes,

means

key

performance evaluation has been undertaken in

management personnel (as defined in the Corporations

accordance with that process during or in respect

Act) other than a non-executive Director.

of that period.

The applicable processes for these evaluations can be

found in the Company's Corporate Governance Plan,

use

which is available on the Company's website.

(b)

Due to a very recent appointment, the Company has not

completed performance evaluations in respect of the

senior executives (if any) for the past financial year in

accordance with the applicable processes.

Principle 2: Structure the Board to be effective and add value

Recommendation 2.1

(a)

The Company's Nomination Committee Charter provides

personalr

The Board of a listed entity should:

YES

for the creation of a Nomination Committee (if it is

(a)

have a nomination committee which:

considered it will benefit the Company), with at least three

members, a majority of whom are independent Directors,

(i)

has at least three members, a majority of

and which must be chaired by an independent Director

whom are independent Directors; and

(b)

The Company did not have a Nomination Committee for

(ii)

is chaired by an independent Director,

the past financial year as the Board did not consider the

and disclose:

Company would benefit from its establishment. In

(iii)

the charter of the committee;

accordance with the Company's Board Charter, the

(iv)

the members of the committee; and

Board

carries out

the

duties that would

ordinarily

be

carried

out by the Nomination

Committee under

the

(v)

as at the end of each reporting period, the

Nomination Committee Charter, including the following

number of times the committee

met

processes to address succession issues and to ensure the

throughout the period and the individual

Board has the appropriate balance of skills, experience,

attendances of the members at

those

independence and knowledge of the entity to enable it to

meetings; or

discharge its duties and responsibilities effectively: