Siren Gold : Corporate Governance Statement

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SIREN GOLD LIMITED

ACN 619 21 826

(Company)

CORPORATE GOVERNANCE STATEMENT

This Corporate Governance Statement is current as at 23 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, as at the date it is admitted to the official list of the ASX, 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 will not be followed 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://www.sirengold.com.au/site/About- Us/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
						management and includes a description of those matters
			charter which sets out the respective roles and
								expressly reserved to the Board and those delegated to
			responsibilities of the Board, the Chair and
								management.
			management, and includes a description of those
			matters expressly reserved to the Board and those
			delegated to management.
/1257_7						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 Chairman 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

Corporate Governance Plan. The Company's Nomination

(a)

undertake appropriate checks before appointing

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

(a)

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

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

Director and senior executive setting out the terms of their

written agreement with the Company which sets out the terms of

appointment.

that Director's or senior executive's appointment.

The Company has written agreements with each of its Directors

and senior executives.

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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

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

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

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

matters to do with the proper functioning of the Board.

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,

achieve and

measure

diversity objectives, including in

(a)

have and disclose a diversity policy;

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 and to continually monitor both

(c)

disclose in relation to each reporting period:

the objectives if any have been set and the Company's

(i)

the measurable objectives set for that

progress in achieving them.

period to achieve gender diversity;

(c)

Given the current small size of the Board and Company's

(ii)

the

entity's progress

towards

achieving

operations, the Board does not presently intend to set

those objectives; and

measurable gender diversity objectives because:

(iii)

either:

(i)

the Board does not anticipate there will be a need

(A)

the respective proportions of men

to appoint any new Directors or senior executives

and women on the Board, in

due to the limited nature of the Company's existing

senior executive positions and

and proposed activities and the Board's view that

across

the

whole

workforce

the existing Directors and senior executives have

(including how the entity has

sufficient skill and experience to carry out the

defined

"senior executive" for

Company's plans;

these purposes); or

(ii)

if it becomes necessary to appoint any new

(B)

if the entity is a "relevant

Directors or senior executives, the Board will

employer" under the Workplace

consider the application of the measurable

Gender Equality Act, the entity's

diversity objectives and determine whether, given

most recent

"Gender

Equality

the small size of the Company and the Board,

Indicators", as defined in the

requIring specified objectectives to be met will

Workplace Gender Equality Act.

unduly limit the Company from applying the

Diversity Policy as a whole and 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 each financial year will be disclosed in the

Company's Annual Report.

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

the Board, its committees and individual Directors on an

(a)

have and disclose a process for periodically

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

use

(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. The Company has completed performance

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

and individual Directors for this financial year in

personalr

accordance with the above process.

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

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

(a)

have and disclose a process for evaluating 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,

which is available on the Company's website.

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RECOMMENDATIONS (4TH EDITION)

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EXPLANATION

(b)

The Company's Corporate Governance Plan requires the

Company to disclose whether or not performance

evaluations were conducted during the relevant reporting

period. The Company has completed performance

evaluations in respect of the senior executives (if any) for

this 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 does not have a Nomination Committee.

The Board of a listed entity should:

PARTIALLY

The Company's Nomination Committee Charter provides

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

(i)

has at least three members, a majority of

members, a majority of whom are independent Directors,

whom are independent Directors; and

and which must be chaired by an independent Director

(ii)

is chaired by an independent Director,

(b)

The Company does not have a Nomination Committee as

and disclose:

the Board considers that the Company will not currently

(iii)

the charter of the committee;

benefit from its establishment. In accordance with the

(iv)

the members of the committee; and

Company's Board Charter, the Board carries out the duties

that would ordinarily be carried out by the Nomination

(v)

as at the end of each reporting period, the

Committee under the Nomination Committee Charter,

number of times

the committee

met

including the following processes to address succession

throughout the period and the individual

issues and to

ensure the Board

has the appropriate

attendances of the members at

those

balance

of

skills,

experience,

independence

and

meetings; or

knowledge of the entity to enable it to discharge its duties

(b)

if it does not have a nomination committee,

and responsibilities effectively:

disclose that fact and the processes it employs to

(i)

devoting time at least annually to discuss Board

address Board succession issues and to ensure that

succession

issues and updating the Company's

the Board has the appropriate balance of skills,

Board skills matrix; and

knowledge, experience,

independence

and

(ii)

all

Board

members being

involved

in

the

diversity to enable it to discharge its duties and

Company's nomination process, to the maximum

responsibilities effectively.

extent permitted under the Corporations Act and

ASX Listing Rules.