Black Dragon Gold : Corporate Governance Appendix 4G

Appendix 4G

For personal use only

Key to Disclosures

Corporate Governance Council Principles and Recommendations

Name of entity:

Black Dragon Gold Corporation

ARBN:

Financial year ended:

625 522 250

31 December 2021

Our corporate governance statement1 for the above period above can be found at:

☒

Company's website

www.blackdragongold.com

The Corporate Governance Statement is accurate and up to date as at 30 March 2022

The annexure includes a key to where our corporate governance disclosures can be located. The Company's full corporate governance plan can be found on its website -www.blackdragongold.com

Date: 30 March 2022

Gabriel Chiappini, Managing Director

1 "Corporate governance statement" is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

Page 1

ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …
PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should disclose: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management.	Schedule 2 of the Company's Corporate Governance Plan stipulates: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management.
1.2	A listed entity should: (a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.	Refer to schedule 2 of the Company's Corporate Governance Plan which requires the Company: (a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	Refer to schedule 2 of the Company's Corporate Governance Plan which requires the Company have a written agreement with each director and senior executive setting out the terms of their appointment.
1.4	The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.	Refer to schedule 2 which stipulates the company secretary is accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.
Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …
1.5	A listed entity should: (a) have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity's progress in achieving them; (b) disclose that policy or a summary of it; and (c) disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity's diversity policy and its progress towards achieving them and either: (1) the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined "senior executive" for these purposes); or (2) if the entity is a "relevant employer" under the Workplace Gender Equality Act, the entity's most recent "Gender Equality Indicators", as defined in and published under that Act.	For paragraph (a) and (b) - The Company has a diversity policy and discloses this policy in schedule 7 of its Corporate Governance Plan. N/A - The entity is not a "relevant employer" under the Workplace Gender Equality Act	Whilst the Company is in its start up phase and only has one full time employee it will not be in a position to set gender diversity targets. To be reviewed on an ongoing basis.
1.6	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	For paragraph (a) - Refer to schedule 2 of our Corporate Governance Plan Informal review of board performance conducted in FY21 to assess board skill set and performance
1.7	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of its senior executives; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	For paragraph (a) - Refer to schedule 2 of our Corporate Governance Plan A performance evaluation was done on senior executives.

Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …
PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE
2.1	The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b)if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.	The Company currently does not have a nomination committee. If and when required, the full board will manage the nomination committee process. This will typically comprise all directors when assessing board performance and appointment of new board members. When determining the effectiveness of the CEO & Executive director, he is excused from that meeting Disclosed in Corporate Governance Plan
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.	Schedule 2 of the Corporate Governance Plan requires the Company to regularly review and assess its mix of board skills & risk matrix. The skills of each Director are set out in the financial statements, the Company website, and the Notice of Meeting each time a directors' appointment requires shareholder approval.
Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …
2.3	A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, association or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.	The names of the directors considered by the board to be independent directors along with their tenure at the Company is shown on the Company website and in the financial statements.
2.4	A majority of the board of a listed entity should be independent directors.	As at 31 December 2021, the Company had two (2) of the three (3) Directors classified as independent.
2.5	The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	The Company can confirm that the Chair of the board is independent and is not the CEO.
2.6	A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively.	The Board and Nomination process requires the Company have a program for inducting new directors and that its provides appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively.
PRINCIPLE 3 - ACT ETHICALLY AND RESPONSIBLY
3.1	A listed entity should: (a) have a code of conduct for its directors, senior executives and employees; and (b) disclose that code or a summary of it.	The Company has a code of conduct for its directors, senior executives and employees which can be found in schedule 1 of the Company's Corporate Governance Plan.