Great Western Exploration : Corporate Governance Statement

CORPORATE GOVERNANCE STATEMENT 2022

The Board of Great Western Exploration Limited ("Board") is committed to ensuring that the Company's obligations and responsibilities to its various stakeholders are fulfilled through its corporate governance practices. The directors of the Company ("Directors", being either "Non-Executive Directors" or Executive Directors") undertake to perform their duties with honesty, integrity, care and due diligence, to act in good faith in the best interests of the Company in a manner that reflects the highest standards of corporate governance.

The Company's Board is committed to a high standard of corporate governance practices, ensuring that the Company complies with the Corporations Act 2001 (Cth), ASX Listing Rules, Company Constitution and other applicable laws and regulations.

In September 2020 the Board considered and approved amendments to the Company's Corporate Governance Plan (which includes the Company's Corporate Governance Charters and Policies) in line with the 4th edition of the ASX Corporate Governance Council's Principles and Recommendations and Best Practice (4th Edition of ASX Guidelines). On 8 September 2022, the Board reviewed the Company's Corporate Governance Plan. Following this review, the Company's Corporate Governance Plan was put up on the Company's website in the September 2022 Quarter.

Corporate Governance Compliance

Since September 2020, the Company has followed the 4th Edition of ASX Guidelines where the Board has considered the recommendations to be an appropriate benchmark for its corporate governance practices.

Where, after due consideration, the Company's corporate governance practices depart from a recommendation in the 4th Edition of ASX Guidelines, the Board has offered full disclosure and reason for adoption of its own practice, in compliance with the "if not, why not" regime.

This statement was approved by the Board on 8 September 2022.

CORPORATE GOVERNANCE STATEMENT 2022 (CONT'D)

Principle	ASX Recommendation	Conform	Disclosure
			(Y/N)
Principle 1:	Lay solid foundations for management and oversight
1.1	A listed entity should have and disclose a board charter	Y	The Board Charter details the functions and responsibilities of the Board and
	setting out:		management, including matters reserved for the Board. The Board Charter is
	a) the respective roles and responsibilities of its board and		included in the Corporate Governance Policies section on the Company's
		website.
		management; and
	b) those matters expressly reserved to the board and
		those delegated to management.
1.2	A listed entity should:	Y	The full Board undertakes the duties that fall to the nomination committee under
	a)	undertake appropriate checks before appointing a		the Company's Nomination Committee Charter, which is included in the
		person, or putting forward to security holders a		Corporate Governance Policies section on the Company's website.
			The role of the Nomination Committee is to identify and recommend candidates
		candidate for election as a director; and
	b)	provide security holders with all material information in		to fill casual	vacancies and	to determine	the appropriateness of	director
		nominees	for	election to	the	Board. The	Nomination Committee	Charter
		its possession relevant to a decision on whether or not
			requires	the	Board to	make appropriate	background checks	prior to
		to elect or re-elect a Director.
			recommending a candidate for election or re-election as a director. The Board
				must identify and recommend candidates only after considering the necessary
				and desirable competencies of new Board members to ensure the appropriate
				mix of skills and experience and after an assessment of how the candidate can
				contribute to the strategic direction of the Company.
				All material information relevant to whether or not to elect or re-elect a director
				is provided to the Company's shareholders as part of the Notice of Meeting and
				explanatory memorandum for the relevant meeting of shareholders which
				addresses the election or re-election of a director.
1.3	A listed entity should have a written agreement with each	Y	The Remuneration Committee Charter, which is included in the Corporate
	Director and senior executive setting out the terms of their		Governance Policies section on the Company's website, requires the Company
	appointment.		to have a written agreement with each Director and senior executive setting out
				the terms of their engagement.
1.4	The company secretary of a listed entity should be	Y	The Company Secretary is accountable to the Board, through the Chairman,
	accountable directly to the board, through the chair, on all		on all governance matters and reports directly to the Chairman as the
	matters to do with the proper functioning of the board.		representative of the Board. The Company Secretary has primary responsibility
				for ensuring that the Board processes and procedures run efficiently and
				effectively.
				Details are contained in the Board Charter which is included in the Corporate
				Governance Policies section on the Company's website.

Principle	ASX Recommendation		Conform	Disclosure
				(Y/N)
1.5	A listed entity should:			The Company has adopted a Diversity Policy which is included in the Corporate
	(a) have and disclose a diversity policy;		Y	Governance Policies section on the Company's website. The Company
	(b) through its board or a committee	of the board set		recognises that a diverse and talented workforce is a competitive advantage
	N	and encourages a culture that embraces diversity.
	measurable objectives for achieving gender diversity in	At this stage of its development the Company does not think that it is
	the composition of its board, senior executives and		appropriate to state measurable objectives for achieving gender diversity due
	workforce generally; and			to its size and stage of development.
	(c) disclose in relation to each reporting period:	N	The proportion of women employees in the whole organisation is 0% (excluding
	(1)	the measurable objectives set for that period to	directors).
		There is currently no women in senior executive positions. There are currently
		achieve gender diversity;
				no women on the Board.
	(2)	the entity's progress towards	achieving those
		The Company was not in the S&P / ASX 300 Index at the commencement of
		objectives; and
				the reporting period.

1. either:
2. 1. the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (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.

If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period.

Principle	ASX Recommendation	Conform	Disclosure
		(Y/N)
1.6	A listed entity should:	Y	The Board Charter, which is included in the Corporate Governance Policies
	a) have and disclose a process for periodically evaluating		section on the Company's website, details the process for evaluating the Board,
	the performance of the board, its committees and		its Committees and individual Directors. The assessment process which may
		be used by the Board is that each director completes a questionnaire relating
	individual directors; and
		to the role, composition, procedures, practices and behaviour of the Board and
	b) disclose, in relation to each reporting period, whether a
		its members. An independent third party consultant may be used to facilitate
	performance evaluation was undertaken in the reporting
		the assessment.
	period in accordance with that process.		A Board performance review will be undertaken in 2022/2023.
1.7	A listed entity should:		Formal performance evaluation of staff members is normally undertaken by the
	a) have and disclose a process for periodically evaluating	Y	Directors on an annual basis. Performance reviews were undertaken in the
	the performance of its senior executives; and		2021/2022 year.
		The senior executives of the Company that are Board members, will be part of
	b) disclose, in relation to each reporting period, whether a	Y
	performance evaluation was undertaken in the reporting	the Board performance review that will be undertaken in 2022/2023.
	period in accordance with that process.

Principle 2:	Structure the board to add value
2.1	The board of a listed entity should:		The Company does not currently have a nomination committee. At this stage
	a) Have a nomination committee which:	N	of the Company's development the Board has decided that no efficiencies will
	1) Has at least three members, a majority of whom are		be achieved by establishing a separate nomination committee. The Board
	independent directors; and		carries out the duties that would otherwise be undertaken by the nomination
		committee, in accordance with the Nomination Committee Charter, which is
	2) Is chaired by an independent director,
		included in the Corporate Governance Policies section on the Company's
	And disclose:		website. The Board intends to reconsider the requirement for, and benefits of,
	3) The charter of the committee;		a separate nomination committee as the Company's operations grow and
		evolve.
	4) The members of the committee; and
		As a matter of practice, potential candidates for the office of Director are
	5) As at the end of each reporting period, the number
		assessed to ensure they possess the relevant skills, experience, personal
	of times the committee met throughout the period
		attributes and capability to devote the necessary time and commitment to the
	and the individual attendances of the members at
		role in order to discharge duties both responsibly and effectively.
	those meetings; or	Y
	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.

Principle	ASX Recommendation	Conform	Disclosure
			(Y/N)
2.2	A listed entity should have and disclose a board skills matrix	Y	Refer Appendix A - skills matrix.
	setting out the mix of skills and diversity that the board
	currently has or is looking to achieve in its membership.
2.3	A listed entity should disclose:	Y	As at 30 June 2022 the Board consisted of:
	a)	The names of the directors considered by the board to
		Name	Role		Independent	Date appointed
		be independent;
			Kevin	Non-Executive		Yes	11 October 2013
	b)	If a director has an interest, position, association or		Somes	Chairman
		relationship of the type described in Box 2.3 (Factors
			Grey	Non-Executive		No	4 June 2020
		relevant to addressing the independence of a director)		Egerton-	Director
		but the board is of the opinion that it does not		Warburton
		compromise the independence of the director, the
			Ross	Non-Executive		No	4 June 2020
		nature of the interest, position, association or		Williams	Director
		relationship in question and an explanation of why the
			Shane Pike	Managing Director		No	19 April 2022
		board is of that opinion; and
	c) The length of service of each director.
2.4	A majority of the board of a listed entity should be	N	There are four Directors on the Board, one of whom (Shane Pike) is an
	independent.		executive.
				Two Directors (Messrs Williams and Egerton-Warburton) are substantial
				shareholders holding greater than 10% of the Company's ordinary shares are
				therefore not independent.
				Mr Somes is considered independent.
				As the Company evolves, the Board will review its composition, and the need
				for additional independent directors.
2.5	The chair of the board of a listed entity should be an	Y	Kevin Somes is the independent Non-Executive Chairman of the Company.
	independent director, and in particular, should not be the		Mr Shane Pike is the Managing Director of the Company.
	same person as the CEO of the entity.