Corporate Governance

Corporate Governance

The Board of Directors of Anax Metals Limited (the “Company”) is responsible for monitoring the business undertakings of the Company and protecting the rights and interests of shareholders, in accordance with the Company Constitution approved by shareholders on 22 November 2022.

High standards of corporate governance are considered essential to give effect to these responsibilities.

The Company’s corporate governance policies are set and reviewed from time to time by the Board having regard to any changing circumstances of the Company and the best interests of shareholders.

Accordingly, the Company has, where appropriate, sought to adopt the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (the ‘Principles’).

The corporate governance principles and practices adopted by the Company may differ from those set out in the ASX Recommendations where the Board considers that adherence is not appropriate, having regard to the nature, complexity and size of the Company’s business.

Latest Corporate Governance Statement

Corporate Governance Principles and policies

LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
&
STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE

Board Charter

The Board of Directors is responsible for overseeing the management of the Company, determining corporate strategy and approving all major acquisitions, financing and other significant corporate actions.

The Company has adopted a Board Charter that sets out the specific roles and responsibilities of the board of directors, the Chair and management.

It includes a description of those matters expressly reserved to the Board and those delegated to management.

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Performance Evaluation Policy

ACT ETHICALLY
AND RESPONSIBLY

Statement of Values

Code of Conduct

The Board is committed to creating and maintaining a culture of proper conduct and fair and honest dealing in its business activities, and is committed to achieving the following objectives:

ensuring its business affairs are conducted legally, ethically and with integrity;
ensuring that the Company adopts high standards of occupational health and safety, environmental management and ethics;
managing its legal obligations and the reasonable expectations of stakeholders effectively; and

fostering and maintaining a culture of ownership, care, professional excellence, confidentiality, integrity and freedom from any conflict or perceived conflict of interest in each of the Company’s employees and consultants.

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Whistleblower policy

Anti-Bribery and Corruption Policy

SAFEGUARD INTEGRITY IN CORPORATE REPORTING

Audit and Risk Committee Charter

Currently the Board has not established a separate Audit Committee due to the Company’s current complexity and size. The Board has however adopted an Audit and Risk Committee Charter which describes the role, composition, functions and responsibilities of the Audit and Risk Committee. Until such time that a separate committee is established, the Board remains responsible for such matters and will discharge its responsibilities in accordance with the Audit and Risk Committee Charter (to the extent practicable).

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Selection, Appointment and Rotation of External Auditor

Continuous Disclosure Policy

Under the Company’s Continuous Disclosure Policy, the Board, should ensure that there is a process to verify the integrity of any periodic report it releases to the market that is not audited or reviewed by an external auditor.

Before an announcement is released to the market, the Company ensures that the Company Secretary has completed its review process, the announcement has been circulated to the Board for review and have been authorised for release in writing.

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TIMELY AND BALANCED DISCLOSURE

Continuous Disclosure Policy

The Company is committed to taking a proactive approach to continuous disclosure and creating a culture within the Company that promotes and facilitates compliance with the Company’s continuous disclosure obligations.

As such, the Company has adopted a written Continuous Disclosure Policy to ensure compliance with their ASX Listing Rule disclosure obligations.

The Company Secretary is the nominated person responsible for delivery of all material market announcements to the Board promptly after they have been issued.

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RESPECT THE RIGHTS
OF SECURITY HOLDERS

Shareholder Communications Policy

Shareholders Right to Receive Documents

The Company is required to send the following documents to Shareholders, and Shareholders are entitled to receive:

documents that relate to a meeting of Shareholders, such as a notice of meeting and proxy form
the Annual Report (comprising the financial report, directors’ report and auditor’s report for the relevant financial year)
a notice of members’ rights under section 110K of the Corporations Act unless the notice is readily available on the website; and
any other documents prescribed by relevant regulations.

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RECOGNISE AND
MANAGE RISK

Risk Management policy

The Board is responsible for ensuring that the Company maintains effective risk management and internal control systems and processes.

At this time, the Board has not established a separate Audit & Risk Committee due to the Company’s current position, complexity and size. The Board has however adopted an Audit and Risk Committee Charter which describes the role, composition, functions and responsibilities of the Audit and Risk Committee. Until such time that a separate committee is established, the Board remains responsible for such matters and will discharge its responsibilities in accordance with the Audit and Risk Committee Charter (to the extent practicable).

The Audit and Risk Committee Charter & Risk Management Policy requires that the Audit and Risk Committee (or, in its absence, the Board) should, at least annually, satisfy itself that the Company’s risk management framework continues to be sound.

The Company has adopted a Risk Management Policy to assist the Company to effectively identify, assess, monitor and manage its business risk, including any material changes to its risk profile.

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Continuous Disclosure Policy

The Company’s Corporate Governance Plan requires the Company to disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks. The Company will disclose any material risk exposures in its Annual Report, through ASX announcements and on its ASX website as part of its continuous disclosure obligations.

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REMUNERATE FAIRLY
AND RESPONSIBLY

Performance Evaluation Policy

The Company’s Performance Evaluation Policy states that the Board is responsible for setting and reviewing the policies and practices of the Company regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives, separately.

The Non-Executive Directors are paid a fixed annual fee for their service to the Company as Non-Executive Directors.

Executive Directors of the Company typically receive remuneration comprising a base salary component and equity-based remuneration incentive.

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Corporate Governance Principles and policies

Board Charter

Performance Evaluation Policy

Statement of Values

Code of Conduct

Whistleblower policy

Anti-Bribery and Corruption Policy

Audit and Risk Committee Charter

Selection, Appointment and Rotation of External Auditor

Continuous Disclosure Policy

Continuous Disclosure Policy

Shareholder Communications Policy

Shareholders Right to Receive Documents

Risk Management policy

Continuous Disclosure Policy

Performance Evaluation Policy

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