Kincora Copper : Earnings Document

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CORPORATE GOVERNANCE STATEMENT

KINCORA COPPER LIMITED

Corporate Governance

The Board of Directors of Kincora Copper Limited (Kincora or the Company) are responsible for the corporate governance of the Company.

The Board considers that a strong corporate governance framework with a comprehensive system of control and accountability will help drive shareholder value, assure a prudential and ethical base to the Company's conduct and activities and ensure compliance with the Company's legal and regulatory operations in the jurisdictions it operates in and is listed in.

Subject to the exceptions below, the Company has adopted the 4th edition of the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations.

	Principle			Explanation for Departure
	ASX Recommendation 1.5			The Company has implemented a diversity policy and the
	A listed entity should set measurable			Board recognises the benefit of having a diverse employee
	objectives for achieving gender diversity			base from a variety of ages, genders, cultural backgrounds or
			other personal factors.
				Due to the size and specialist nature of the Company's current
				business activities and the small workforce currently employed, it
				is not practical for the Company to set measurable objectives for
				achieving gender diversity.
	ASX Recommendation 4.1			The Company's Audit Committee has three members, noting a
	The board of a listed entity should have an			total board size of only 5. This includes one executive director,
	audit committee which has at least three			Mr Spring (CA and CFA). The Board considers that Mr Spring's
			commercial, accounting and financial background adds
	members, all of whom are non-executive
			valuable skills to the Audit Committee.
	directors and a majority of whom are
	independent directors			At the date of this Report, the Company's Audit Committee
				includes one non-independent director, Mr Spring. However, it
				is anticipated that this will shortly change to include two non-
				independent directors, including Mr Murray. Mr Murray recently
				joined Kincora's Board (March 2023) and post the completion
				of the annual audited accounts is proposed to join the
				Company's Audit Committee. The Board considers that Mr
				Murray's position as the chief operating officer for the
				Company's largest shareholder adds valuable skills to the
				Audit Committee, and his non-independent status does not
				adversely impact his contribution.
				The Company considers that due to the size and scale of the
				Company's operations, the partial compliance with the
				recommendation will not be detrimental to the Company.

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Kincora Copper Limited - Corporate Governance Statement
Website:www.kincoracopper.com	Email:[e-mail]

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ASX Recommendation ASX 8.1

The board of a listed entity should have a

remuneration committee which has at least

three members.

The Company's Remuneration Committee consists of two members, Mr McRae and Mr Nadarajah, each of whom is a non-executive and independent director.

Due to the small size and operations of the Company the Board considers that two members is adequate, however as the scale of operations increases the Board will consider increasing the committee membership.

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This Corporate Governance Statement has been approved by the Board of Directors and is current as at March 28, 2023.

Further information on corporate governance policies and practices is available in the "Corporate Governance" section on the Company's website: www.kincoracopper.com

Principle 1- Lay solid foundations for management and oversight

1.1 Board Charter

The Company has adopted a Board Charter that deals with the roles and responsibilities of the Board, chair, directors, CEO and senior executive team.

The Board Charter details the functions and specific responsibilities of the Board and matters that have been delegated, to key management personnel. The Board is responsible for corporate governance and for determining the strategic direction of the Company. Specific responsibilities of the Board include:

• leading and overseeing the Company;
• assessing, developing and approving strategic plans;
• monitoring the operational and financial performance of the Group including
• • developing, implementing and monitoring operational and financial targets for the Group;
  • monitoring, reviewing and challenging senior management's performance and implementation of strategy;
  • approving and monitoring the progress of major capital expenditure, capital management and acquisitions and divestitures;
  • approval of the annual budget;
• ensuring a modern, systematic and cost effective project pipeline of existing projects and reviews of project generation opportunities;
• appointment of, and monitoring the performance of, the chief executive officer, including removal if considered appropriate;
• ratifying the appointment and, where appropriate, the removal of senior executives, including the chief financial officer and the company secretary

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Kincora Copper Limited - Corporate Governance Statement
Website:www.kincoracopper.com	Email:[e-mail]

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• providing overall corporate governance of the Company and monitoring compliance with all Company policies including continuous disclosure and code of conduct and endorsing the Company's statement of values
• satisfying itself that the financial system and corporate reporting system, including board reporting, is effective and accurate and that appropriate internal control systems are implemented;
• ensuring appropriate financial and non-financial risk management controls are implemented;
• monitoring compliance with the Corporations and Securities regulations and other legal and regulatory obligations in the jurisdictions that the Company operates;
• setting, monitoring and ensuring appropriate accountability for directors' and executive officers' remuneration;
• appointing and overseeing Committees where appropriate to assist in the above functions and powers.

1.2 Pre-Appointment Checks

The Company performs checks on all new appointments to the Board or senior executives which include checks on a person's character, experience, education, criminal record and bankruptcy history. New directors are required to provide consent for the conduct of background checks and also confirm their availability to spend time on Company related matters.

The Notice of Meeting for the AGM at which directors are either elected or re-elected provides shareholders with information about the director including details of relevant skills, experience and any other relevant information available to the Board at that time.

1.3 Written agreements with Directors and senior executives

The Company has a written agreement with all non-executive directors which sets out the terms and conditions associated with their office. The Company has entered into a Service Agreement with its CEO, the key aspects of which were disclosed to shareholders in the Annual Information Circular. All other senior executives also have written agreements.

1.4 Company Secretary

The Company Secretary is accountable directly to the Board, through the Chair, on all matters associated with the proper functioning of the Board.

The Company has a Canadian based Company Secretary responsible for matters relating to the TSX Venture Exchange and an Australian based Company Secretary responsible for matters relating to the Australian Securities Exchange.

All directors have access to the Company Secretary(s) for advice and support services as required.

1.5 Diversity

Kincora Copper has implemented a diversity policy and the Board recognises the benefit of having a diverse employee base from a variety of ages, gender, cultural backgrounds, skill sets or other personal factors. The Company is committed to providing equal opportunities in hiring and career advancement for all personnel based on merit and ability to contribute to the organisation.

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Kincora Copper Limited - Corporate Governance Statement
Website:www.kincoracopper.com	Email:[e-mail]

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Due to the size and specialist nature of Kincora's current business activities and the small workforce currently employed, the Company has not implemented measurable objectives for achieving gender or other diversity factors at this stage. However, the Company recognises the value of a talented and diverse workforce and the Board will take this into account when selecting new Board members and senior management. More broadly, high quality female candidates will be considered as part of any recruitment process.

At 31 December 2022, women made up 29% of the total workforce (employees and senior officers). There are currently two women in senior management or on the Board of Kincora, including the CFO and Country Manager for Mongolia.

The Diversity Policy can be found on the Kincora website.

1.6 Evaluation of Board performance

The Company has a policy that sets out the framework for review in relation to the Board, Board Committees and Individual Directors. In addition, the chair of the Technical and Remuneration Committees provide informal performance feedback to the directors through regular discussion on an ongoing basis. During the relevant period the performance of the Board has been undertaken in accordance with the process outlined.

The Company has established a Remuneration Committee which is responsible for reviewing the performance and determining the compensation of the Chairman, Chief Executive Officer, other senior management and the Board, based on criteria including the Company's performance and accomplishment of annual and long-term strategic objectives.

1.7 Evaluation of Management performance

The chief executive officer is responsible for evaluating the performance of senior executives. The chief executive officer evaluates the performance of senior executives by monitoring output and conduct of formal and informal meetings. During the relevant period the performance of senior executives has been undertaken in accordance with the process outlined. The Remuneration Committee is responsible for evaluating the performance of the chief executive officer and is briefed by the CEO on senior executive performance.

The Company's Board Charter and Remuneration Policy are available on the corporate governance section of the Company's website.

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Kincora Copper Limited - Corporate Governance Statement
Website:www.kincoracopper.com	Email:[e-mail]

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Principle 2 - Structure of the board to be effective and add value

2.1 Nomination Committee

The Board has not established a Nomination Committee. The roles and responsibilities of a Nomination Committee are set out in the Group's Corporate Governance Charter and these are currently overseen by the full Board.

The Board has procedures in the Corporate Governance Charter which covers the process for recruiting and inducting a new Board member. In the event that a new member is required the Board will assess the skills requirements needed to compliment the current Board skills The Board will also consider policies, including the Diversity Policy, to ensure that a new board member has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.

2.2 Board Skills

The board currently consists of persons from a variety of professional backgrounds. The Board considers that a diverse range of skills and experience is required to effectively govern the Company. The Company has identified skills and attributes important to the Company at its current stage and in consideration of its future needs. The skills, experience and expertise relevant to the position of each director who is in office at the date of this report and their term of office are detailed in the Management Information Circular which forms part of the notice of meeting.

These skills are as follows:

	Management & Leadership
	Board experience	4
	Leadership	5
	Negotiation	5
	Strategy	5
	Government Relations	5
	Exploration and Mining
	Exploration sector	5
	Feasibility and project construction	4
	Mining operations	4
	Copper gold experience	4
	Other commodities	5
	Landholder and indigenous relations	4
	Health & Safety	5
	Finance
	Capital Raising	4
	Investor relations	3
	Corporate
	Audit & Accounting	4
	Risk management	5
	Governance & Compliance	5
		5
Kincora Copper Limited - Corporate Governance Statement
Website:www.kincoracopper.com	Email:[e-mail]