Legend Mining : Corporate Governance Statement and Appendix 4G

only

Principle

ASX Recommendation

Conform

Disclosure

(Y/N)

Principle 1:

Lay solid foundations for management and oversight

1.1

A listed entity should have and disclose a board charter

Y

The Board Charter details the functions and responsibilities of the Board and

setting out:

management, including matters reserved for the Board. The Board Charter is

a) the respective roles and responsibilities of its board and

included in the Corporate Governance and Policies Manual

section on the

Company's website.

management; and

use

b) those matters expressly reserved to the board and

those delegated to management.

1.2

A listed entity should:

Y

The full Board undertakes the duties that fall to the nomination committee under

a)

undertake

appropriate checks

before appointing

a

the Company's Nomination Committee Charter, which is included in the

person, or

putting forward to

security holders

a

Corporate Governance and Policies Manual

section on

the Company's

website.

candidate for election as a director; and

The role of the Nomination Committee is to identify and recommend candidates

b)

provide security holders with all material information in

to fill casual vacancies and to determine the

appropriateness of director

its possession relevant to a decision on whether or not

nominees for election to the Board. The Nomination Committee Charter

to elect or re-elect a Director.

requires the Board to make appropriate background checks prior to

personalr

recommending a candidate for election or re-election as a director. The Board

must identify and recommend candidates only after considering the necessary

and desirable competencies of new Board members to ensure the appropriate

mix of skills and experience and after an assessment of how the candidate can

contribute to the strategic direction of the Company

All material information relevant to whether or not to elect or re-elect a director

is provided to the Company's shareholders as part of the Notice of Meeting and

explanatory memorandum for the relevant meeting of shareholders which

addresses the election or re-election of a director.

1.3

A listed entity should have a written agreement with each

Y

The Remuneration Committee Charter, which is included in the Corporate

Director and senior executive setting out the terms of their

Governance and Policies Manual section on the Company's website, requires

appointment.

the Company to have a written agreement with each Director and senior

executive setting out the terms of their engagement.

Each Non-Executive Director has signed a letter of appointment. Each

Executive Director has signed an executive service agreement.

Principle

ASX Recommendation

Conform

Disclosure

only

(Y/N)

1.6

A listed entity should:

Y

The Board Charter, which is included in the Corporate Governance and Policies

a) have and disclose a process for periodically evaluating

Manual section on the Company's website, details the process for evaluating

the performance of the board, its committees and

the Board, its Committees and individual Directors. The assessment process

which may be used by the Board is that each director completes a questionnaire

individual directors; and

relating to the role, composition, procedures, practices and behaviour of the

b) disclose, in relation to each reporting period, whether a

Board and its members. An independent third party consultant may be used to

performance evaluation was undertaken in the reporting

facilitate the assessment.

period in accordance with that process.

The last Board performance review was undertaken March 2022.

1.7

A listed entity should:

Formal performance evaluation of staff members is undertaken by the

use

a) have and disclose a process for periodically evaluating

Y

Managing Director on an annual basis. Staff performance reviews were

the performance of its senior executives; and

undertaken for the 2021 calendar year.

b) disclose, in relation to each reporting period, whether a

Y

The senior executives of the Company are both Board members, with

performance evaluation was undertaken in the reporting

performance evaluation procedures noted in section 1.6 above.

period in accordance with that process.

Principle 2:

Structure the board to add value

2.1

The board of a listed entity should:

The Company does not currently have a nomination committee. The Board has

a) Have a nomination committee which:

N

decided that at this time no efficiencies will be achieved by establishing a

1) Has at least three members, a majority of whom are

separate nomination committee. The Board carries out the duties that would

personalr

otherwise be undertaken by the nomination committee, in accordance with the

independent directors; and

Nomination Committee Charter, which is included in the Corporate Governance

2) Is chaired by an independent director,

and Policies Manual section on the Company's website. The Board intends to

And disclose:

reconsider the requirement for, and benefits of, a separate nomination

3) The charter of the committee;

committee as the Company's operations grow and evolve.

As a matter of practice, potential candidates for the office of Director are

4) The members of the committee; and

assessed to ensure they possess the relevant skills, experience, personal

5) As at the end of each reporting period, the number

attributes and capability to devote the necessary time and commitment to the

of times the committee met throughout the period

role in order to discharge duties both responsibly and effectively.

and the individual attendances of the members at

those meetings; or

Y

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.

2.2

A listed entity should have and disclose a board skills matrix

Y

Refer Appendix A - Skills Matrix.

setting out the mix of skills and diversity that the board

currently has or is looking to achieve in its membership.

Principle

ASX Recommendation

Conform

Disclosure

only

(Y/N)

2.3

A listed entity should disclose:

Y

As at 31 December 2021 the Board consisted of:

a) The names of the directors considered by the board to

Name

Role

Independent

Date appointed

be independent;

Michael

Non-Executive

Yes

February 2003

b) If a director has an interest, position, association or

Atkins

Chairman

relationship of the type described in Box 2.3 (Factors

Mark

Managing Director

No

May 2005

relevant to addressing the independence of a director)

Wilson

but the board is of the opinion that it does not

Oliver

Executive Director

No

August 2020

compromise the independence of the director, the

Kiddie

nature of the interest, position, association or

use

relationship in question and an explanation of why the

board is of that opinion; and

c) The length of service of each director.

2.4

A majority of the board of a listed entity should be

N

There are three Directors on the Board, two of whom (Mark Wilson and Oliver

independent.

Kiddie) are executives and therefore not independent.

Michael Atkins considers himself to be an independent director as he is not part

of the management team and regards himself as being free of any relationship

(other than that of shareholder of the Company) that could materially interfere

personalr

with the independent exercise of his judgement.

Given all the

circumstances attendant upon the

Company (including its

objectives, the nature and extent of its actual and proposed operations, its

capital base and other resources, the costs associated with a board comprised

of more than the current number and the need for a board comprised of persons

with a blend and diversity of traits, skills, gender, experience, expertise,

entrepreneurialism, innovation, tenacity, vision and dedication in order to

enliven the prospects of creating value for shareholders) it is thought by the

Board that to appoint further directors (whose perceived independence is

beyond doubt) or to procure the departure of one of the existing directors is

unnecessary.

2.5

The chair of the board of a listed entity should be an

Y

Michael Atkins, who was appointed as Chairman in February 2003, is an

independent director, and in particular, should not be the

independent Non-Executive Director. He does not perform the role of CEO of

same person as the CEO of the entity.

the Company (which position is currently held by Mark Wilson).