• the respective roles and responsibilities of its board and management; and

• The Company has adopted a Board Charter that formalises its roles and responsibilities and defines the matters that are reserved for the Board and those that are delegated to management. The Board Charter is located in the Corporate Governance section on the Company’s website.

• those matters expressly reserved to the board and those delegated to management.

• undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and

• The Company has a Policy and Procedure for the Selection and Appointment of New Directors and this is located in the Corporate Governance section on the Company’s website.

• 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.

• The Company provides sufficient information in its Notice of Meeting when a director is to be elected or re-elected at a General meeting of the Company.

Any new directors who may be appointed to the Board will be provided with a letter of appointment which includes their remuneration details together with copies of Company and Board policies, the Constitution and access to prior Board minutes and papers. New directors will also be advised of their confidentiality and disclosure obligations, share trading policy guidelines, indemnity and insurance arrangements.

• have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them;

• In accordance with the diversity requirements set out in the ASX Principles and Recommendations, the Company continues to consider its approach to diversity.

The Company has only a small number of employees and consultants, and only three Directors. The Board takes the view that it is impractical and unnecessary to establish a diversity policy due to the Company’s size, stage of development and nature of operations. However, the Board is committed to revisiting this position if the Company progresses to the development stage of its exploration projects.

The Company believes that non-compliance by the Company with this Principle will not have a detrimental effect on the Company.

• disclose that policy or a summary of it; and

• Refer to above.

• disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity’s diversity policy and its progress towards achieving them and either;

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

• 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.

• have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and

• The Board as a whole performs the role that a committee would ordinarily perform. As from 2015/2016 The Board will commence an annual review of performance comprising a questionnaire and Board member interview with the Chairman. Suggestions and deficiencies identified through this process are then considered by the Chair and where necessary appropriate remedial action taken.

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

• Refer to a) above.

• have and disclose a process for periodically evaluating the performance of its senior executives; and

• The Managing Director is responsible for setting the performance objectives of the Company’s senior executives and for evaluating their performance against them.

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

• An annual review of performance of the Company’s senior executives will be undertaken from 2015/2016. This comprises a senior staff questionnaire and interview with the Managing Director. Suggestions and deficiencies identified through this process are then considered by the Managing Director and where necessary appropriate remedial action taken.

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

Retirement and rotation of directors is governed by the Corporations Act and the constitution of the Company. Each year, one-third of the directors, other than the Managing Director, must retire and offer themselves for re-election. Any casual vacancy filled between general meetings will be subject to a shareholder vote at the next Annual General Meeting of the Company.

Re-appointment of directors is not automatic. Shareholders are provided with relevant information on each of the candidates for election or, where applicable, re-election.

• 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.

• the names of the directors considered by the board to be independent directors;

• None of the Company’s three Directors is considered independent in terms of the Relationships affecting Independent Status (the “Categories”) in Recommendation 2.1 of the Principles. The Chairman, Mr Phillip Jackson, and non executive director, Mr Chris Rashleigh, regularly attend weekly management meetings, and have day to day involvement in the Company’s activities. In addition, Mr Jackson is Chair of the Company’s major shareholder, Aurora Minerals Limited.

• if a director has an interest, position, association or relationship of the type described in Box 3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and

• Notwithstanding this apparent non-compliance the Board is of the opinion that the objectives and current strategy of the Company are well served by retaining the current composition of the Board, irrespective of the Directors’ degree of independence. A determination with respect to independence is made by the Board on an annual basis.

In addition, the Directors are required on an ongoing basis to disclose relevant personal interests and conflicts of interest which may in turn trigger a review of a director’s independent status.

• the length of service of each director.

• The length of service of each director is disclosed in the Company’s Annual Report to shareholders.

• The Chair regularly attends management meetings which requires being involved in day to day activities of the Company.
• In addition, Mr Jackson is Chair of the Company’s major shareholder, Aurora Minerals Limited.

The Chair is not the CEO of the Company.

• have a code of conduct for its directors, senior executives and employees; and

• ensuring that all of its business affairs are conducted legally, ethically and with integrity;
• ensuring that the Company itself and its joint venturers who act as operators of projects in which the Company has an interest adopt high standards of occupational health and safety, environmental management and ethics;
• managing its legal obligations and the reasonable expectations of stakeholders effectively through the development and implementation of a risk management framework which incorporates these key areas; and
• fostering and maintaining a culture of ownership, care, professional excellence, confidentiality, integrity and freedom from any conflict or perceived conflict of interest in each of the Company’s employees and consultants.

• disclose that code or a summary of it.

• have an audit committee which:
• has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and

• The Board as a whole performs the role that a committee would ordinarily perform. The Company does not have an audit committee, as its size and its financial affairs are not of such complexity to justify a separate audit committee.

The Board monitors the form and content of the Company’s financial statements; the Board also maintains an overview of the Company’s internal financial control and audit system and risk management systems.

• is chaired by an independent director, who is not the chair of the board,

and disclose:

• the charter of the committee;

• the relevant qualifications and experience of the members of the committee; and

• in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; OR

• if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.

• The Board, on an annual basis in line with its overall responsibility to shareholders, reviews the performance and independence of the external auditor and the continuation of that appointment. The Board also approves the remuneration and terms of engagement of the external auditor.  Any appointment of a new external auditor will be submitted for ratification by shareholders at the next annual general meeting of the Company.

• have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and

The Company has a written policy which complies with its continuous disclosure obligations under the Listing Rules. A copy of the policy is available on the Company’s website.

• disclose that policy or a summary of it.

The Company maintains a website at www.peninsulamines.com.au on which the Company makes the following information available on a regular and up to date basis:

• company announcements;
• information briefings to media & analysts;
• notices of meetings and explanatory materials;
• financial information; and
• annual and half year reports.

In the event that an announcement is not available on the Company’s website it will be available on the ASX website.

• have a committee or committees to oversee risk, each of which:

• The Board is responsible for overseeing the establishment and implementation of an effective risk management system and reviewing and monitoring the Company’s application of that system.

Day-to-day management of risk is the responsibility of the relevant members of the Company’s Management.

• has at least three members, a majority of whom are independent directors; and

• is chaired by an independent director, and disclose:

• the charter of the committee;

• the members of the committee; and

• 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

• if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.

• The Board is responsible for overseeing the establishment and implementation of an effective risk management system and reviewing and monitoring the Company’s application of that system.

Day-to-day management of risk is the responsibility of the relevant members of the Company’s Management.

• review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and

• The role of the Board is to:
• review the Company’s internal financial control system and risk management systems;
• monitor and review the external audit function including matters concerning appointment and remuneration, independence and non-audit services;
• monitor and review compliance with the Company’s Code of Conduct and the Whistleblower Policy.

• disclose, in relation to each reporting period, whether such a review has taken place.

• The Annual Report contains details of meetings held during the year.

• if it has an internal audit function, how the function is structured and what role it performs; OR

• The role of the committee is to monitor and review the effectiveness of the Company’s internal audit function.

• if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes.

• have a remuneration committee which:

The Board reviews, on an annual basis, executive remuneration and incentive policies. In addition, the Board reviews and approves the audited remuneration report set out in the Directors’ Report contained in the Company’s Annual Report. The Board consults external consultants and specialists where needed.

The number of times the committee meets during a reporting period is detailed in the Company’s Annual Report to shareholders.

• has at least three members, a majority of whom are independent directors; and

• is chaired by an independent director, and disclose:

• the charter of the committee;

• the members of the committee; and

• 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

• if it does not have a remuneration committee disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.

• have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and

• disclose that policy or a summary of it.