Armada Metals : Corporate Governance Statement

ASX Recommendations

Compliance

Comment

1.

Principle 1 - Lay solid foundations for management and oversight

A listed entity should clearly delineate the respective roles and responsibilities of its board and management and regularly review their performance.

1.1

A listed entity should have and disclose a board charter setting out:

• (a) the respective roles and responsibilities of its board and management; and

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

Complies

The Board is responsible for the overall governance of the Company. The Board has adopted a written charter to clarify the roles and responsibilities of Board members. This charter addresses:

• • the Board's composition;

• • the Board's role and responsibilities; and

• • the manner in which the Board monitors its own performance.

The Board Charter formalises the responsibilities of the Board, which pertain to matters of strategy, appointment, performance monitoring, governance and risk management.

ASX Recommendations

Compliance

Comment

The Board delegates the day-to-day administration and the implementation of strategies approved by the Board to the company's CEO.

1.2

A listed entity should:

• (a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and

• (b) 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.

Complies

The Company undertakes reference and reputational checks prior to appointing a director or senior executive or putting that person forward as a Board candidate to ensure that person is competent, experienced, and fit to undertake the duties of director. When putting forward candidates for election or re-election, the Company will provide relevant information to shareholders for their consideration, together with an indication of whether the Board supports the appointment or re-election of a candidate.

1.3

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

Complies

The terms of the appointment of non-executive directors, executive directors and senior executives are agreed upon and set out in writing at the time of appointment. All current directors have written letters of engagement and the CEO has a written employment agreement.

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.

Complies

The Company Secretary is accountable to the Board through the Chairman on all matters relating to the proper functioning of the Board and any committees of the Board.

ASX Recommendations

Compliance

Comment

1.5

A listed entity should:

• (a) have and disclose a diversity policy;

• (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and

• (c) disclose in relation to each reporting period:

• (1) the measurable objectives set for that period to achieve gender diversity;

• (2) the entity's progress towards achieving those objectives; and

• (3) either:

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

(B) 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.

Complies in part

The Company has adopted a Diversity Policy, which may be viewed on the Website.

Due to its recent establishment, the Company has not yet set measurable diversity objective, but is aiming to do so in the near future. At the end of each reporting period, the Company will report on the respective gender representation within the Company for the period.

The Company currently does not have female representation at the Board or Senior Management level, given its limited size and the current nature of its activities.

1.6

A listed entity should:

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

(b)disclose, for each reporting period, whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.

Complies

In accordance with the Board Charter, the Board is responsible for developing and implementing a process for periodically evaluating the performance of the Board, any Board committees, and individual directors. The charter requires that the Board evaluate its compliance with the charter at least annually.

No Performance Evaluation was completed during the reporting period, given the recent appointment of the current directors.

ASX Recommendations

Compliance

Comment

1.7

A listed entity should:

• (a) have and disclose a process for periodically evaluating the performance of its senior executives at least once every reporting period; and

• (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.

Complies

The Board Charter stipulates that the Board must, at least annually, review and evaluate the compliance by executives of the Company with the charter, their employment agreements and applicable governance policies.

No Performance Evaluation was completed during the reporting period, given the early stage of the Company's activities and its recent listing on ASX.

2.

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

The board of a listed entity should be of an appropriate size and collectively have the skills, commitment and knowledge of the entity and the industry in which it operates, to enable it to discharge its duties effectively and to add value.

2.1

The board of a listed entity should:

(a) have a nomination committee which:

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

• (2) is chaired by an independent director, and disclose:

• (3) the charter of the committee;

• (4) the members of the committee; and

• (5) 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

b) 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.

Complies

The Board intends to establish a Remuneration & Nomination Committee (RNC) at the appropriate time. In the interim, given that the Company is at an early stage of its life cycle, the Board as a whole addresses matters of nomination and succession, and reviews the appropriateness of the combined skills and experience of directors.

ASX Recommendations

Compliance

Comment

2.2

A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.

Complies

Directors are appointed based on the specific skills required to govern the Company effectively. The Board will periodically assess the competencies and experience of each Board member and the experiences and skills required at Board level to meet its operational objectives and governance obligations.

The Board has now developed a formal Board skills matrix, which is presented below. The Board is satisfied that the combined skills and experience of its members is appropriate for the effective and efficient governance of the Company at this stage.

Board Skills Summary

Social Licence to…

InnovationCorporate History

EnvironmentASX and Related…

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People and…Risk Management

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