Axiom Mining 2015 Annual Report

AXIOM MINING LIMITED ANNUAL REPORT 2015 16

Corporate Governance

The corporate governance practices of the Company are compliant with the Council’s best practice recommendations to the extent that they are relevant to the Company’s business activities and the stage of its development as a listed exploration and mining company. The Board will consider on an ongoing basis its corporate governance procedures and whether they are sufficient given the Company’s operations and size. A listed entity should establish and disclose the respective roles and responsibilities of its board and management and how their performance is monitored and evaluated. The Board and its responsibilities The Board operates in accordance with the following principles and guidelines: – The Board does comprise a majority of Non-Executive Directors – The Chairperson is an independent Director – The Board does comprise Directors with an appropriate range of qualifications and expertise – The terms and conditions of the appointment of Non-Executive Directors are set out in a letter of appointment – The Company Secretary is accountable directly to the board, through the chair, on all matters to do with proper functioning of the board. The Board is of a size that is satisfactory for its current stage of development and it schedules formal quarterly board meetings and other meetings as and when required having regard to the relevant business activities. Principle 1: Lay solid foundations for management and oversight

The Board of Directors of Axiom Mining Limited ('the Company') is responsible for the corporate governance of the group. The Board guides and monitors the business and affairs of the Company on behalf of shareholders by whom it is elected and to whom it is accountable. Accordingly, the Board has adopted a Corporate Governance Charter, guided by the ASX Corporate Governance Council’s Corporate Governance Principle and Recommendations third edition released in March 2014. In accordance with the Council’s recommendations, this section contains specific information, and reports on the Company’s adoption of the Council’s best practice recommendations on an exception basis. Disclosure is made of any recommendations that have not been adopted by the Company, together with the reasons why they have not been adopted. The Company’s corporate governance principles and policies are therefore structured as follows: Principle 1 Lay solid foundations for management and oversight Principle 2 Structure the Board to add value Principle 3 Act ethically and responsibly Principle 4 Safeguard integrity in corporate reporting Principle 5 Make timely and balanced disclosure Principle 6 Respect the rights of security holders Principle 7 Recognise and manage risk Principle 8 Remunerate fairly and responsibly