Board Charter

Board Charter

Aguia Resources Ltd
ABN: 94 128 256 888
As amended on November 26, 2019

1. RESPONSIBILITIES OF THE BOARD

The Board is responsible for, and oversees the governance of, the Company.

In carrying out the responsibilities and powers set out in this Charter, the Board:

  • recognises its overriding responsibilities to act honestly, fairly, diligently and in accordance with the law in serving the interests of its shareholders; and
  • recognises its duties and responsibilities to its employees and the community.

2. COMPOSITION & STRUCTURE OF THE BOARD

The Board should comprise at least three Directors with the majority of the Board to be non-executive Directors.
Where practical, at least 50% of the Board will be independent.

It is intended that the Board be comprised of Directors with a broad range of skills, diversity, expertise and
experience from a range of backgrounds, while taking into account specific skills and experience that may be of
specific relevance to the Company and its operations.

The Chair should be an independent non-executive Director.

The composition of the Board is to be reviewed regularly to ensure the appropriate mix of skills and expertise is
present to facilitate successful strategic direction.

In appointing new members to the Board, consideration is given to the ability of the appointee to contribute to the
ongoing effectiveness of the Board, to exercise sound business judgement, to commit the necessary time to fulfil
the requirements of the role effectively and to contribute to the development of the strategic direction of the
Company.

Independence

An independent Director is one who is independent of management and free from any business or other
relationship, which could, or could reasonably be perceived to, materially interfere with, the exercise of
independent judgement.¹

The Board will assess the independence of each Director annually, in such manner as it determines from time to
time.

Disclosure of Interests

A Director must disclose to the Board:

  • any material personal interest that he or she or any associate may have in a matter relating to the affairs of the Company; and
  • any other interest or relationship that may affect the Director’s independence.

Notice of any such interest may be a standing notice. A register of interests will be kept by the Company Secretary.

3. BOARD POWERS & DELEGATIONS

The Board retains all rights and powers conferred upon it by the Constitution and the Law which cannot be
delegated. The Board may delegate their powers as they consider appropriate, however ultimate responsibility
for strategy and control remains with the Board.

Key responsibilities of the Board include but are not limited to:

  • demonstrating leadership, defining the Company’s purpose and setting the strategic objectives of the
    Company;
  • approving the Company’s statement of values and code of conduct to underpin the desired culture within
    the Company;
  • appointment of the Chair;
  • appointment of Directors to fill a vacancy or as additional Directors;
  • appointment and removal of the Managing Director (MD) or equivalent and Company Secretary;
  • approving the appointment, and when necessary replacement, of other senior executives of the Company;
  • establishment of Board Committees, their membership and delegated authorities;
  • overseeing management’s implementation of the Company’s strategic objectives, instilling of the
    Company’s values and its performance generally;
  • approving operating budgets and major capital expenditure in excess of authority levels delegated to
    management;
  • overseeing the integrity of the Company’s accounting and corporate reporting systems, including the
    external audit;
  • approval of the Company’s periodic financial statements, directors’ report, remuneration report and
    corporate governance statement;
  • review and approval of the Company’s corporate governance charters, policies and related public
    documents;
  • setting measurable objectives for achieving gender diversity in the composition of the Company’s Board,
    senior management and workforce generally;
  • overseeing the Company’s process for making timely and balanced disclosure of all material information
    concerning it that a reasonable person would expect to have a material effect on the price or value of the
    Company’s securities;
  • ensuring that the Company has in place an appropriate risk management framework (for both financial and
    non-financial risks) and setting the risk appetite within which the Board expects management to operate;
  • satisfying itself that the Company has an appropriate framework exists for relevant information to be
    reported by management to the Board;
  • whenever required, challenging management and holding it to account;
  • approving the Company’s remuneration framework, policies and the MD’s remuneration, ensuring the
    Company’s remuneration policies are aligned with the Company’s purpose, values, strategic objectives and
    risk appetite;
  • succession planning for the role of MD and other senior executives; and
  • monitoring the effectiveness of the Company’s governance practices.

4. DELEGATION TO THE MANAGING DIRECTOR

As permitted by the Company’s Constitution, the Board may delegate to the MD all those powers and authorities
required to manage and control the day to day operation of the Company that are:

  • Not expressly reserved to the Board as set out above in this Charter; or
  • Not expressly delegated to a Committee; or
  • Under any Instrument of Delegation, such as a monetary authority limit approved by the Board from time to
    time.

The MD’s role includes:

  • responsibility for the effective leadership of the management team;
  • the implementation of the Company’s strategic objectives and instilling and reinforcing its values;
  • the day-to-day management of the Company’s operations (including operating within the values, code of
    conduct, budget and risk appetite set by the Board); and
  • oversight of the provision by Senior Management to the Board of accurate, timely and clear information on
    the Company’s operations (including, but not limited to, information about the Company’s financial control,
    risk management, financial performance, compliance with material laws and regulations and any conduct
    materially inconsistent with the Company’s values or code of conduct).

5. THE ROLE OF THE CHAIR

Where possible, the Chair should be an independent non-executive Director. The MD should not be the Chair of
the Company.

The Chair is responsible for the leadership of the Board, ensuring it is effective, setting the agenda of the Board,
conducting the Board meetings and conducting the shareholder meetings. The Chair should facilitate the effective
contribution of all Directors and promote constructive and respective relations between Directors and between the
Board and management.

6. BOARD COMMITTEES

Whilst at all times the Board retains full responsibility for guiding and monitoring the Company, in discharging its
stewardship it makes use of committees.

To this end the Board has established an Audit and Risk Committee which carries out its duties in line with the
Audit and Risk Committee Charter. The Board may establish additional separate committees when it deems
appropriate.

The Board does not currently have a separate Nomination Committee or Remuneration Committee. The Board,
as a whole, serves as these Committees. The Board does not believe any efficiency or other benefits would
currently be gained by establishing a separate Nomination and Remuneration Committee.

7. APPOINTMENT & ELECTION OF DIRECTORS

New Directors are provided with formal letters setting out the key terms and conditions of their employment, and
are also required to enter into an agreement with the Company in relation to disclosure of directors’ interests.

Prior to the appointment of any Director, and before a candidate is put forward as a candidate for election as a
Director, appropriate checks will be undertaken of the person including checks regarding the person’s experience,
education, disqualification from holding certain offices, criminal record and bankruptcy history.

The recruitment process for any new director will include evaluation of the balance of skills, knowledge,
experience, independence and diversity on the Board.

Each new Director will be required to participate in an induction program which includes meeting with the Board,
the MD, other executives and the Company Secretary to familiarise themselves with the Company, its strategy
and operations, and policies and procedures. Directors may undertake and request training as appropriate to
their role, with the permission of the Chair.

8. BOARD MEETINGS

The Board shall meet as required. Executives responsible for matters included as agenda items at meetings will
also attend Board meetings. Resolutions of the Board may be approved by circulating resolution when required.
The Constitution governs the regulations and proceedings of the Board.

The Board will also hold periodic workshops to consider matters relating to Company strategy, and may also visit
Company operations and meet with company management on an informal basis during the year. The Board will
periodically meet without the presence of Senior Management to address such matters as succession planning,
key strategic issues and Board operation and effectiveness.

9. ACCESS TO INFORMATION AND ADVICE

All Directors have unrestricted access to company records and information except where the Board determines
that such access would be adverse to the Company’s interests.

All Directors may consult management and employees as required to enable them to discharge their duties as
Directors.

The Board, Board Committees or individual Directors may seek independent external professional advice as
considered necessary at the expense of the Company, subject to prior consultation with the Chair. A copy of any
such advice received would be made available to all members of the Board.

The Company’s external auditors are not to be constrained from raising matters directly with the Board.

10. COMPANY SECRETARY

The Company Secretary is directly accountable to the Board through the Chair, for all matters concerning the
proper functioning of the Board, including advising the Committees on governance matters, monitoring that the
Board and Committee Policies and Procedures are followed, and ensuring that the business at Board and
Committee meetings is accurately captured in the minutes.

11. INDEMNITY OF DIRECTORS

Each Director of the Company will enter into a deed with the Company whereby the Company:

  • To the extent permitted by law, agrees to indemnify the Director against liability out of the discharge of their
    duties;
  • Agrees to maintain an insurance policy for the Director against liability incurred in his or her capacity for the
    term of their appointment and for seven years following cessation of office; and
  • Agrees to maintain all Board papers relating to the Director’s period of appointment and to make those
    papers available to the Director for a period of seven years following cessation of office.

12. REVIEW OF BOARD, COMMITTEE AND INDIVIDUAL DIRECTORS’ PERFORMANCE

The Board will regularly review the performance of the Board, its committee(s) and each director, using where
necessary an external consultant, against appropriate measures.

Each year, the Company will disclose in its corporate governance statement whether such a performance
evaluation has been undertaken during or in respect of that period.

13. APPROVAL, REVIEW & AVAILABILITY OF CHARTER

The Board shall review this Charter periodically to ensure its relevance, effectiveness and consistency with best
practice.

The Charter will be made readily accessible on the Company’s website.