Twenty Seven : Corporate Governance Statement - 4th edition

ABN 64 123 993 233

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CORPORATE GOVERNANCE STATEMENT

This Corporate Governance Statement reports the governance processes and procedures in place at Twenty Seven Co. Limited ("TSC" or the "Company") and has been approved by the Board of the Company as at 3 December 2021.

This Corporate Governance Statement is also provided on our website at www.twentysevenco.com.au, together with copies of our Board and Board Committee Charters and some of the Company's key policies. The ASX Appendix 4G, which is a checklist cross referencing the fourth edition of the ASX Corporate Governance Principles and Recommendations to the relevant disclosures in Company's Corporate Governance Statement and 2021 Annual Report is also provided on that webpage.

The Directors of TSC believe that effective corporate governance improves company performance, enhances corporate social responsibility and benefits all stakeholders. Governance practices are not a static set of principles and the company assesses its governance practices on an annual basis. Changes and improvements are made in a substance over form manner, which appropriately reflect the changing circumstances of the company as it grows and evolves. Accordingly, the Board has established a number of practices and policies to ensure that these intentions are met and that all stakeholder are fully informed about the affairs of the Company.

The Company reviews all of its corporate governance practices and policies on an annual basis to ensure they are appropriate for the Company's current stage of development. This year, the review was made against the new ASX Corporate Governance Council's Principles and Recommendations (fourth edition) ('CGRs').

The following section outlines which the ASX recommendations and summarises the Company's compliance with them, and reasons for noncompliance as relevant.

References in this statement to "reporting period" are to the financial year ended 30 June 2021.

PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT BY THE BOARD

Recommendation 1.1

A listed entity should disclose:

1. the respective roles and responsibilities of its board and management; and
2. those matters expressly reserved to the Board and those delegated to management.

Disclosure:

The Company's Board Charter sets out (amongst other things): (a) the roles and responsibilities of the Board and of management; (b) the matters expressly reserved to the Board; and (c) the matters delegated to management.

Twenty Seven Co. Limited | ABN 48 119 978 013 ASX: TSC Suite 17, 145 Stirling Hwy, Nedlands WA 6009 | 08 9385 6911

E: [e-mail] | W: www.twentysevenco.com.au

For personal use only

A copy of the Board Charter can be viewed at the Corporate Governance section on the Company's website: Board Charter

The Audit & Risk Committee have also been referred responsibilities by the Board as set out in the Committee's Charter. The Charter for the Audit & Risk Committee can be viewed at the Corporate Governance section on the Company's website: Audit & Risk Committee Charter

Recommendation 1.2

A listed entity should:

1. undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and
2. 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.

Disclosure:

Prior to the appointment of a person, or putting forward to security holders a candidate for election, as a director, the Company undertakes checks which it believes are appropriate to verify a director's character, experience, education, criminal record and financial history including for new directors, including, but not limited to the following:

• Background and reference checking
• Requesting information in relation to the person's current and previous positions, directorships, financial history and any potential conflicts of interest.

The Company ensures that all material information in its possession relevant to a shareholder's decision whether to elect or re-elect a director, including the information referred to in Recommendation 1.2, is provided to shareholders in the Company's Notice of Annual General Meeting.

The Policy and Procedure for Selection and Appointment of New Directors can be viewed at the Corporate Governance section on the Company's website: Policy and Procedure for Selection Appointment of New Directors

Recommendation 1.3

A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.

Disclosure:

Each director and senior executive of the Company has an agreement in writing with the Company which sets out the key terms and conditions of their appointment including their duties, rights and responsibilities and (to the extent applicable) the matters referred to in the commentary to Recommendation 1.3.

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Recommendation 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.

Disclosure:

The Company Secretary has a direct line of reporting to the Chairman and is responsible for:

• advising and supporting the Chairman and the Board and its committees to manage the day to day governance framework of the Company;
• assisting with Board effectiveness by monitoring whether applicable Board and committee policies, procedures and charters are followed and coordinating timely completion and despatch of Board agendas and papers; and
• assisting with all matters to do with the proper functioning of the Board including advising on governance matters and assisting with induction and professional development of directors.

The responsibilities of the Company Secretary are set out in the Board Charter referenced in this statement.

Recommendation 1.5

A listed entity should:

1. 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;
2. disclose that policy or a summary of it; and
3. 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:
4. 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.

Disclosure:

Given the size of the Company and status of the Company's projects, the directors believe that it is not appropriate at this stage to set measurable objectives in relation to diversity beyond those included in the Diversity Policy. Notwithstanding this, the Company strives to provide the best possible opportunities for current and prospective employees of all backgrounds in such a manner that best adds to overall shareholder value and which reflects the values, principles and spirit of the Diversity Policy. The directors also believe that diversity is a relevant consideration for constitution of an effective Board, as discussed at Recommendation 2.2.

The Company seeks to treat everyone with fairness and respect, which includes valuing diversity and difference and acting without prejudice. The Company believes that decision-making is

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enhanced through diversity and supports and encourages diversity at all levels of the organisation in accordance with the Company's Diversity Policy. A copy of the Diversity Policy is located in the Corporate Governance section on the Company's website: Diversity Policy

The Board assesses any measurable objectives for achieving gender diversity and annually reviews any such objectives and the Company's progress towards achieving them. The Board reviews at least annually on the relative proportion of women and men appointed or employed within the Company group and reports this in the Company's Corporate Governance Statement and as appropriate in its Annual Report, each year.

At the end of the reporting period, the Company reports as follows:

Gender diversity report	Total positions	Held by women
Director	3	-
Contractor	2	2
Employee	-	-
Total organisation	5	2

Recommendation 1.6

A listed entity should:

1. have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and
2. disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

Disclosure:

The Board Charter details the company's commitment, responsibility and process to annually evaluate the performance of the Board, individual directors, the Chairman and indirectly Committees of the Board. The Board Charter is located in the Corporate Governance section on the Company's website: Board Charter

Consistent with this commitment, the Company also has a policy titled Performance Evaluation of the Board, Individual Directors and Key Executives which details the procedures in respect of performance evaluation of the Board which can be viewed at: Performance Evaluation of Board, Individuals and Key Executives

The board itself is responsible for the evaluation of its performance and the performance of individual directors. This evaluation is currently conducted via self-assessment annually, and is managed by the Company Secretary at the direction of the Chairman. From time to time and as deemed necessary, the Company, at the direction of the Chairman, may undertake to have its performance evaluation process facilitated externally by an appropriately qualified service provider.

The Board conducts a formal review of its effectiveness, against this charter, code and individual employment agreements, and involves:

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• evaluating the performance of each Director against appropriate qualitative and quantitative measures (including if warranted by considering the use of external advisers to conduct this performance review);
• for the Directors (excluding the Chairman), evaluating the performance of the Chairman;
• comparing its performance with the requirements of its Charter and code of conduct set out in its constitution;
• setting out its future goals and objectives; and
• reviewing and recommending any changes to its Charter deemed necessary or desirable. The performance evaluation shall be conducted in such manner as the Board deems appropriate.

The review of the Board's performance also addresses the ability for directors to access continuing education to update and enhance their skills and knowledge as they relate to the Company's strategy and objectives.

During the period the Company has undertaken an evaluation of the performance of the Board, individual directors, and indirectly Committees of the Board.

Recommendation 1.7

A listed entity should:

1. have and disclose a process for periodically evaluating the performance of its senior executives; and
2. disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

Disclosure:

The Board reviews the performance of the CEO annually. A formal review was not undertaken during the period.

The Company's Chief Executive Officer (CEO) was appointed on 1 February 2021. While a formal review was not undertaken during the period, informal reviews took place and frequent discussions were had with the CEO about his achievement toward his targets to progress current exploration projects, reducing costs and seeking other projects and opportunities that may add significant value for shareholders.

The CEO normally reviews the performance of other senior executives annually (excluding the Company Secretary whose performance is reviewed by the Board). During the reporting period the reviews were done informally as the level of company activity did not warrant more.

The Board also recognises the need for flexibility in defining performance objectives which must reflect the current status of the company (as an exploration company) and the respective stages of its projects.

The performance of the CEO and that of senior executives is also considered at board meetings.

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