Crusader Resources : Corporate Governance Statement

Principle / Recommendation

Compliance

Reference

Commentary

Principle 1: Lay solid foundations for management and oversight

Recommendation 1.1

A listed entity should disclose:

1. the respective roles and responsibilities of its board and management; and

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

Yes

Board Charter, Code of Conduct and Website

The Company has adopted a Board Charter, which discloses the specific responsibilities of the Board.

The Board is responsible for, and has the authority to determine all matters relating to, the strategic direction, policies, practices, establishing goals for management and the operation of the Company.

The monitoring and ultimate control of the business of the Company is vested in the Board. The Board's primary responsibility is to oversee the Company's business activities and management for the benefit of the Company's shareholders.

The specific responsibilities of the Board include:

• appointment, evaluation, rewarding and if necessary the removal of the Managing Director, and Chief Financial Officer (or equivalent) and the Company Secretary;

• in conjunction with management, development of corporate objectives, strategy and operations plans and approving and appropriately monitoring plans, new investments, major capital and operating expenditures, capital management, acquisitions, divestitures and major funding activities;

• establishing appropriate levels of delegation to the Managing Director to allow him to manage the business efficiently;

• monitoring actual performance against planned performance expectations and reviewing operating information at a requisite level, to understand at all times the financial and operating conditions of the Company;

• monitoring the performance of senior management including the implementation of strategy, and ensuring appropriate resources are available;

• via management, an appreciation of areas of significant business risk and ensuring that the Company is appropriately positioned to manage those risks;

• overseeing the management of safety, occupational health and environmental matters;

• satisfying itself that the financial statements of the Company fairly and accurately set out the financial position and financial performance of the Company for the period under review;

• satisfying itself that there are appropriate reporting systems and controls in place to assure the Board that proper operational, financial, compliance, and internal control processes

are in place and functioning appropriately;

• to ensure that appropriate internal and external audit arrangements are in place and operating effectively;

• having a framework in place to help ensure that the Company acts legally and responsibly on all matters consistent with the code of conduct; and

• reporting to shareholders.

The responsibility for the day-to-day operation and administration of the Company is delegated by the Board to the Managing Director. The Board ensures that the Managing Director and the management team is appropriately qualified and experienced to discharge their responsibilities and will put in place procedures to assess the performance of the Managing Director and executive directors.

The Board's role and the Company's corporate governance practices are periodically reviewed

and improved as required.

Full details of the roles and responsibilities of the Board are contained in the Board Charter.

Recommendation 1.2A listed entity should:

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

2. 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.

Yes

Procedures for Selection and Appointment of Directors and

Website

Directors of the Company (Directors) are appointed based on the specific governance skills required by the Company. Over time the Board shall work towards ensuring, collectively, it has the appropriate range and expertise to properly fulfil its responsibilities, including:

• accounting and legal;

• business development and risk management;

• industry and public company experience; and

• an appropriate ratio and skills matrix for executive and non-executive directors.

In respect of any future Directors, the Company will continue to conduct specific and appropriate checks of candidates prior to their appointment or nomination for election by shareholders. However the Company does not propose to conduct these checks prior to nominating an existing Director for re-election by shareholders at a general meeting on the basis that it is not considered necessary in the Company's circumstances.

Currently, the Company includes in its notice of meetings a brief biography which sets out relevant qualifications and professional experience, of each Director who stands for election or re-election, for consideration by shareholders.

Recommendation 1.3

A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.

Yes

Kept at registered office

The Company seeks to engage or employ its Directors and other senior management under written agreements setting out key terms and otherwise governing their engagement or employment by the Company.

Executives are employed pursuant to written agreements with the Company and Non Executive Directors are engaged under a letter of appointment.

Recommendation 1.4

The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.

Yes

Board Charter And Website

The Company Secretary reports directly, and is accountable, to the Board through the Chairman in relation to all governance matters.

Full details of the Board's and Company Secretary's roles and responsibilities are contained in

the Board Charter.

Recommendation 1.5A listed entity should:

1. 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;

2. disclose that policy or a summary of it; and

3. 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:

No

The Board has adopted a diversity policy and is in the process of developing and implementing measurable objectives for achieving gender diversity set by the Board in accordance with the diversity policy and progress towards achieving them.

The Company is committed to workplace diversity and recognises the benefits arising from employee and Board diversity, including a broader pool of high quality employees, improving employee retention, accessing different perspectives and ideas and benefiting from all available talent. Diversity includes, but is not limited to, gender, age, ethnicity and cultural background. The Board currently exhibits diversity across all these aspects other than gender.