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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

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.

Principle 1: Lay solid foundations

for management and oversight

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


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


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.