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For the purposes of the proper performance of their duties, Directors are entitled to seek independent professional

advice at the Company’s expense subject to having first advised the Chairman of the necessity to do so. The Directors

stand for re-election by shareholders in accordance with the requirements of the Articles of Association on a three-year

rotational basis.

The Board is responsible for the direction and supervision of the Company’s business on behalf of the shareholders, by

whom they are elected and to whom they are accountable. This includes ensuring that internal controls and reporting

procedures are adequate and effective. The Directors recognise the need to maintain the highest standards of behaviour,

ethics and accountability. The primary functions of the Board include responsibility for:

approving objectives, goals and strategic direction for management

monitoring financial performance including adopting annual budgets and approving the Company’s financial statements

ensuring that adequate systems of internal control exist and are appropriately monitored for compliance

selecting, appointing and reviewing the performance of the Chief Executive Officer and reviewing the performance of

senior operational management

ensuring significant business risks are identified and appropriately managed

reporting to shareholders on performance.

The Company’s Managing Director’s performance and remuneration is reviewed annually by the Non-Executive Directors.

The performance criteria against which executives are assessed is aligned with the financial and non-financial objectives

of Axiom Mining Limited.

Principle 2: Structure the Board to add value

A listed entity should have a board of an appropriate size, composition, skills and commitment to enable it to discharge

its duties effectively.

Skills, experience and expertise of Directors

The Directors in office at the date of this statement are:




Term in Office Expertise

Robert Barraket

Non-Executive Chairman


0.02 years

Legal, strategy, communication,

risk and management

Ryan Mount

Managing Director


6.8 years

Strategy, communication, fundraising,

corporate finance risk and management

Jeremy Gray

Non-Executive Director


0.6 years

Finance, management

and asset evaluation


Directors of Axiom Mining Limited are considered to be independent when they are independent of management and free

from any business or other relationship that could materially interfere with, or could reasonably be perceived to materially

interfere with the exercise of their unfettered and independent judgement.

In the context of director independence, ‘materiality’ is considered from both the Company and individual director

perspective. The determination of materiality requires consideration of both quantitative and qualitative elements.

Qualitative factors considered include whether a relationship is strategically important, the competitive landscape, the

nature of the relationship and the contractual or other arrangements governing it and other factors which point to the actual

ability of the Director in question to shape the direction of the Company’s loyalty.

In accordance with the definition of independence above, and the materiality thresholds set, the Directors as marked in the

previous table are considered to be independent.

Given the size and scope of the Company’s operations, the Board considers that it is appropriately structured to discharge

its duties in a manner that is in the best interests of the Company and its shareholders from both a long-term strategic and

day to day operations perspective, and to achieve the objectives of the Company. Furthermore, mechanisms are in place

to ensure the integrity of the financial accounts. The Board will continue to monitor the effectiveness of its structure and will

make any changes that are deemed desirable as the Company continues to grow.

Induction of new directors and professional development

A new Director is provided with an induction pack that outlines the expectation of the Director and includes a portfolio of

the Company’s significant policies and procedures. The Company encourages appropriate professional development of

its Directors and will pay for relevant courses and seminars that enable the Directors to develop and maintain the skills

and knowledge needed to perform their role.

Corporate Governance