Agrimin : Corporate Governance Statement

only	ABN 15 122 162 396
Corporate Governance Statement
use
For the Financial Year Ending 30 June 2021
This Corporate Governance Statement is current as at 30 June 2021 and has been approved by the Board of Agrimin
Limited (the Company) on 9 September 2021.
personalFor

This Corporate Governance Statement discloses the extent to which the Company has, during the financial year

e ding 30 June 2021, followed the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations (Recommendations). The Recommendations are not mandatory, however the Recommendations that have not been followed for any part of the reporting period have been identified and reasons provided for not following them along with what, if any, alternative governance practices were adopted in lieu of the recommendation during that period.

The Company's Corporate Governance Policies are available on the Company's website at www.agrimin.com.au.

www.agrimin.com.au

		Recommendations (4th Edition)	Comply		Explanation
		Principle 1: Lay solid foundations for management and oversight
only		Recommendation 1.1	Yes	The Company has adopted a Board Charter that sets out the
	A listed entity should have and disclose a		functions of the Board including specific roles and
		responsibilities of the Board and its committees (when
charter which sets out the respective roles
		established), the Chair and management and includes a
	and responsibilities of the Board, the Chair
			description of those matters expressly reserved to the Board
	and management, and includes a description
			and those delegated to management.
	of those matters expressly reserved to the
	Board and those delegated to management.			The Board Charter sets out the specific responsibilities of the
					Board, requirements as to the Board's composition, the roles
					and responsibilities of the Chair and Company Secretary,
					Directors' access to Company records and information,
use					details of the Board's relationship with management and
				details of the Board's performance review.
				A copy of the Company's Board Charter is available in the
				Corporate Governance section on the Company's website.
	Recommendation 1.2	Yes		The Company has adopted a People and Remuneration
	A listed entity should:			Committee Charter that provides guidelines for the
			selection, appointment and remuneration of the Board,
	undertake appropriate checks before
			Senior Management and employees and the provision of
	appointing a person, or putting forward
			relevant information to shareholders. The People and
	to security holders a candidate for
			Remuneration Committee Charter requires that prior to
personal		election, as a Director; and
			appointing a director or recommending a new candidate
	provide security holders with all
			for election as a director, that appropriate checks are
	material information relevant to a			undertaken as to the person's character, experience,
		decision on whether or not to elect or			education, criminal record and bankruptcy history. The
		re- elect a Director.			Company has undertaken, and will continue to
					undertake these checks as part of the process of
					appointing a director or recommending a new candidate
					for election as a director. The People and Remuneration
					Committee Charter also requires that prior to
					recruitment of Senior Management, similar checks are
					undertaken.
					The People and Remuneration Committee Charter,
					requires monitoring and public reporting of
					remuneration policies and arrangements for the Chief
					Executive Officer, other members of Senior
					Management and the Board.
					The People and Remuneration Committee Charter,
					requires that 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
For					Meeting containing the resolution to elect or re-elect a
				director. The Company has provided such information in
				the past and will continue to ensure that such
				information will be provided to security holders in the
				future.
	Recommendation 1.3	Yes		The Company has adopted a People and Remuneration
	A listed entity should have a written			Committee Charter that requires the Company to ensure that
			each director and member of Senior Management is a party
	agreement with each Director and senior
			to a written agreement with the Company which sets out the
	executive setting out the terms of their
				terms of that director's or manager's appointment.
		appointment.
					The Company has had written agreements with each of its
					directors and Senior Managers for the past financial year.

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For personal use only

	Recommendations (4th Edition)	Comply		Explanation
	Recommendation 1.4	Yes	The Company has adopted a Board Charter that outlines the
	The company secretary of a listed entity		roles, responsibility and accountability of the Company
		Secretary. In accordance with this, the Company Secretary
should be accountable directly to the Board,
	reports to the Board through the Chair and is responsible for
through the Chair, on all matters to do with
	monitoring the extent that Board policy and procedures are
the proper functioning of the Board.
	followed, and coordinating the timely completion and
			dispatch of Board agenda and briefing material. All directors
			have access to the Company Secretary.
	Recommendation 1.5	Partially		The Company has adopted a Diversity Policy which
	A listed entity should:			provides a framework for the Company to establish and
			achieve measurable diversity objectives, including in
	have a diversity policy which includes
			respect of gender diversity. The Diversity Policy allows
	requirements for the Board or a
			the Board to set measurable gender diversity objectives,
	relevant committee of the Board to set
			if considered appropriate, and to assess annually both
	measurable objectives for achieving
			the objectives if any have been set and the Company's
	gender diversity and to assess annually
			progress in achieving them.
	both the objectives and the entity's
			A copy of the Company's Diversity Policy is available in
	progress in achieving them;
			the Corporate Governance section on the Company's
	disclose that policy or a summary or it;
			website.
	and
			The Board did not set measurable gender diversity
	disclose as at the end of each reporting
			objectives for the past financial year.
	period:
			The respective proportions of men and women on
	(i) the measurable objectives for
			the Board, across the whole organisation for the past
	achieving gender diversity set by
			financial year is disclosed below:
	the Board in accordance with the
				Female	Male
	entity's diversity policy and its
	progress towards achieving them;			Board	0%	100%
	and			Senior Management	20%	80%
	(ii) either:			Whole organisation	21%	79%
	(A) the respective proportions of
	men and women on the			The Company was not a "relevant employer" under the
	Board, in senior executive
			Workplace Gender Equality Act as it did not have 100 or
	positions and across the
			more employees in the past financial year.
	whole organisation (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 the Workplace
	Gender Equality Act.
	Recommendation 1.6	Yes		The Board is responsible for evaluating the performance
	A listed entity should:			of the Board, its committees, the chair of the Board and
			individual directors.
	have and disclose a process for
			The Board completed to its satisfaction a review of
	periodically evaluating the performance
			board and director performance in relation to the past
	of the Board, its committees and
			financial year.
	individual Directors; and
	disclose, in relation to each reporting
	period, whether a performance
	evaluation was undertaken in the
	reporting period in accordance with
	that process.

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		Recommendations (4th Edition)		Comply		Explanation
		Recommendation 1.7				Yes		The People and Remuneration Committee Charter
only		A listed entity should:						defines responsibility for evaluating the performance of
						the Company's Chief Executive Officer and for approving
		have and disclose a process for
					changes to remuneration or contract terms of the Chief
		periodically evaluating the performance
				Executive Officer.
			of its senior executives; and
						The Board completed a formal performance evaluation
			disclose, in relation to each reporting
					in respect of the Chief Executive Officer and Senior
			period, whether a performance
						Management during the past financial year.
			evaluation was undertaken in the
			reporting period in accordance with
			that process.
		Principle 2: Structure the Board to add value
use		Recommendation 2.1				No		Under the Board Charter, the Board takes responsibility
	The Board of a listed entity should:				for board structure, performance and succession
				planning, given that the Company is a small exploration
		have a nomination committee which:
				company with only four directors, of which three are
		(i) has at least three members, a
					non-executive.
		majority of whom are independent			A copy of the Company's Board Charter is available in
		Directors; and
							the Corporate Governance section on the Company's
		(ii) is chaired by an independent
					website.
		Director,						As part of its annual performance review and as a
personal			and disclose:						regular agenda item the Board considers succession
		(iii) the charter of the committee;				issues, the skills, experience, independence and
		(iv) the members of the committee;			knowledge of the entity of its members.
					All Board members would be involved in the Company's
			and
			(v) as at the end of each reporting			nomination process, to the maximum extent permitted
					under the Corporations Act and ASX Listing Rules.
			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 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, experience, independence and
			knowledge of the entity to enable it to
			discharge its duties and responsibilities
			effectively.
For		Recommendation 2.2				Yes		Under the Board Charter the Board is required to prepare a
	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) and to
Board skill matrix setting	out	the mix	of
		review this at least annually against the Company's Board to
	skills	and diversity that	the	Board
				ensure the appropriate mix of skills and expertise is present
		currently has or is looking to achieve in its
				to facilitate successful strategic direction.
		membership.
									A copy of the Board skills matrix is available in the Corporate
									Governance section on the Company's website.

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		Recommendations (4th Edition)		Comply		Explanation
		Recommendation 2.3		Yes		Under the Board Charter, the Company is required to
only		A listed entity should disclose:				disclose in its annual report the names of directors
				considered by the Board to be independent. The
	the names of the Directors considered
				Company's Chair Mr Seville and non-executive director
	by the Board to be independent
				Mr Sampson are considered to be independent
	Directors;
				directors.
	if a Director has an interest, position,
				Under the Board Charter, the Company is required to
	association or relationship of the type
				disclose in its annual report if a director has an interest,
	described in Box 2.3 of the ASX
				position or relationship which may be perceived to
	Corporate Governance Principles and
				compromise a director's independence.
	Recommendation, but the Board is of
				The Company's Chair Mr Seville and non-executive
	the opinion that it does not
				director Mr Sampson are considered to be independent,
	compromise the independence of the
use					notwithstanding that they have received performance-
	Director, the nature of the interest,
				based remuneration under the Company's employee
	position, association or relationship in
				incentive scheme.
	question and an explanation of why the
		Board is of that opinion; and				The Company's Chief Executive Officer Mr Savich is not
		the length of service of each Director				considered independent due to his management
					responsibility for the business. Non-executive Director
						Mr Pismiris is not considered independent due to his
						role of Company Secretary.
						Under the Board Charter, the Company is required to
personal						disclose in its annual report the length of service of each
					director and does so.
appropriate professional development		No		of the Company and that they can effectively discharge their
		Recommendation 2.4			The Company's Board Charter requires that, where practical,
		A majority of the Board of a listed entity				the majority of the Board should be independent. The Board
		should be independent Directors.				did not have an independent majority during the past
						financial year.
						The Board considers the composition of the Board is
						appropriate in the context of the size of the Board and the
						Company and the scope and scale of the Company's
						operations.
		Recommendation 2.5		Yes	The Company's Board Charter provides that, where practical,
		The Chair of the Board of a listed entity			the Chair of the Board should be an independent director
				and should not be the Chief Executive Officer.
	should be an independent Director and, in
	particular, should not be the same person as			The current Chair Mr Seville, is independent and is not the
	the CEO of the entity.			Chief Executive Officer of the Company.
		Recommendation 2.6		Yes	The Company Secretary together with assistance of the
		A listed entity should have a program for			Board, is responsible for implementing an induction program
					for new directors to ensure that they gain an understanding
	inducting new Directors and providing
For	opportunities for continuing Directors to				responsibilities. The Company Secretary assists in the
			facilitation of inductions and professional development. The
develop and maintain the skills and
			Board is responsible for ensuring directors are provided
knowledge needed to perform their role as a
				opportunities for ongoing professional development.
	Director effectively.
		Principle 3: Act ethically and responsibly
		Recommendation 3.1		Yes		A copy of the Company's Values Statement is available in the
		A listed entity should articulate and disclose				Corporate Governance section on the Company's website.
		its values.

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