Great Western Exploration : Corporate Governance Plan

GREAT WESTERN EXPLORATION LIMITED ACN 123 631 470

(Company)

CORPORATE GOVERNANCE PLAN

(First approved by the Board 4 September 2020) (Reviewed and approved by the Board 8 September 2022)

TABLE OF CO NTENT S

1.	CORPORATE GOVERNANCE ..........................................................................................	1
SCHEDULE 1 - BOARD CHARTER.................................................................................................	2
SCHEDULE 2 - CORPORATE CODE OF CONDUCT .....................................................................	8
SCHEDULE 3 - AUDIT AND RISK COMMITTEE CHARTER........................................................	14
SCHEDULE 4 - REMUNERATION COMMITTEE CHARTER........................................................	19
SCHEDULE 5 - NOMINATION COMMITTEE CHARTER ..............................................................	23
SCHEDULE 6	- PERFORMANCE EVALUATION POLICY ...........................................................	27
SCHEDULE 7	- CONTINUOUS DISCLOSURE POLICY ...............................................................	28
SCHEDULE 8	- RISK MANAGEMENT POLICY ............................................................................	30
SCHEDULE 9	- TRADING POLICY................................................................................................	32
SCHEDULE 10	- DIVERSITY POLICY ...........................................................................................	38
SCHEDULE 11	- WHISTLEBLOWER PROTECTION POLICY .....................................................	41
SCHEDULE 12	- ANTI-BRIBERY AND ANTI-CORRUPTION POLICY.........................................	54
SCHEDULE 13	- SHAREHOLDER COMMUNICATIONS STRATEGY .........................................	61

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1. CORPORATE GOVERNANCE

The Company is committed to complying with the highest standards of corporate governance to ensure that all of its business activities are conducted fairly, honestly and with integrity in compliance with all applicable laws. To achieve this, the Company's board of directors (Board) has adopted a number of charters and policies which aim to ensure that value is created whilst accountability and controls are commensurate with the risks involved.

The Board believes that the Company's policies and practices comply with the recommendations set out in the ASX Corporate Governance Principles and Recommendations - 4th Edition (Recommendations).

Together with the Company's constitution (Constitution), the following charters and policies have been adopted by the Company to achieve a high standard of corporate governance:

Charters and Codes Board Charter Corporate Code of Conduct

Audit and Risk Committee Charter Remuneration Committee Charter Nomination Committee Charter

Policies

Performance Evaluation Policy Continuous Disclosure Policy Risk Management Policy Trading Policy

Diversity Policy

Whistleblower Protection Policy Anti-Bribery and Anti-Corruption Policy Shareholder Communications Strategy

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SCHEDULE 1 - BOARD CHA RTER

1. ROLE OF THE BOARD
   The role of the Board is to provide overall strategic guidance and effective oversight of management. The Board derives its authority to act from the Company's Constitution.
2. THE BOARD'S RELATIONSHIP WITH MANAGEMENT
3. 1. The Board shall delegate responsibility for the day-to-day operations and administration of the Company to the Chief Executive Officer/Managing Director.
   2. Specific limits on the authority delegated to the Chief Executive Officer/Managing Director and the team of executives as appointed by the Company (Executive Team) must be set out in the delegated authorities approved by the Board.
   3. The role of management is to support the Chief Executive Officer/Managing Director and implement the running of the general operations and financial business of the Company including instilling and reinforcing the Company's values, in accordance with the delegated authority of the Board.
   4. In addition to formal reporting structures, members of the Board are encouraged to have direct communications with management and other employees within the Company and its subsidiaries (if any) (Group) to facilitate the effective carrying out of their duties as Directors.
4. SPECIFIC RESPONSIBILITIES OF THE BOARD
   In addition to matters it is expressly required by law to approve, the Board has reserved the following matters to itself:
5. 1. Driving the strategic direction of the Company and defining the Company's purpose, ensuring appropriate resources are available to meet objectives and monitoring management's performance.
   2. Approving the Company's statement of values and Code of Conduct to ensure the desired culture within the Company is maintained and monitoring the implementation of such values and culture at all times.
   3. Ensuring that an appropriate framework exists for relevant information to be reported by management to the Board.
   4. When required, challenging management and holding it to account,
   5. Appointment and replacement of the Chief Executive Officer/Managing Director, other senior executives and the Company Secretary and the determination of the terms and conditions of their employment including remuneration and termination.
   6. Approving the Company's remuneration framework and ensuring it is aligned with the Company's purpose, values, strategic objectives and risk appetite.
   7. Monitoring the timeliness and effectiveness of reporting to shareholders.
   8. Reviewing and ratifying systems of audit, risk management (for both financial and non-financial risk) and internal compliance and control, codes of conduct and legal compliance to minimise the possibility of the Company operating beyond acceptable risk parameters.
   9. Approving and monitoring the progress of major capital expenditure, capital management and significant acquisitions and divestitures.

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1. Approving and monitoring the budget and the adequacy and integrity of financial and other reporting such that the financial performance of the Company has sufficient clarity to be actively monitored.
2. Approving the annual, half yearly and quarterly accounts.
3. Approving significant changes to the organisational structure.
4. Approving decisions affecting the Company's capital, including determining the Company's dividend policy and declaring dividends.
5. Recommending to shareholders the appointment of the external auditor as and when their appointment or re-appointment is required to be approved by them (in accordance with the ASX Listing Rules if applicable).
6. Ensuring a high standard of corporate governance practice and regulatory compliance and promoting ethical and responsible decision making.
7. Procuring appropriate professional development opportunities for Directors to develop and maintain the skills and knowledge needed to perform their role as Directors effectively and to deal with new and emerging business and governance issues.

4. COMPOSITION OF THE BOARD

1. The Board should comprise Directors with a mix of qualifications, experience and expertise which will assist the Board in fulfilling its responsibilities, as well as assisting the Company in achieving growth and delivering value to shareholders.
2. In appointing new members to the Board, consideration must be given to the demonstrated ability and also future potential of the appointee to contribute to the ongoing effectiveness of the Board, to exercise sound business judgement, to commit the necessary time to fulfil the requirements of the role effectively and to contribute to the development of the strategic direction of the Company.
3. The composition of the Board is to be reviewed regularly against the Company's Board skills matrix prepared and maintained by the nominations committee to ensure the appropriate mix of skills and expertise is present to facilitate successful strategic direction and to deal with new and emerging business and governance issues.
4. Where practical, the majority of the Board should be comprised of non-executive Directors who can challenge management and hold them to account as well as represent the best interests of the Company and its shareholders as a whole rather than those of individual shareholders or interest groups. Where practical, at least 50% of the Board should be independent.
5. 1. An independent Director is a director who is free of any interest, position or relationship that might influence, or reasonably be perceived to influence, in a material respect his or her capacity to bring an independent judgement to bear on issues before the Board and to act in the best interests of the Company as a whole rather than in the interests of an individual shareholder or other party.
   2. In considering whether a Director is independent, the Board should consider the definition of what constitutes independence as detailed in Box 2.3 of the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations 4th Edition as set out in Annexure A (Independence Tests).
6. Prior to the Board proposing re-election of non-executive Directors, their performance will be evaluated by the remuneration and nomination committee to ensure that they continue to contribute effectively to the Board.

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