Cavalier Resources : Corporate Governance Statement

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CAVALIER RESOURCES LIMITED

ACN 635 842 143

(Company)

CORPORATE GOVERNANCE STATEMENT

This Corporate Governance Statement is current as at 13 June 2022 and has been approved by the Board of the Company on that date.

This Corporate Governance Statement discloses the extent to which the Company will, as at the date it is admitted to the official list of the ASX, follow the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations - 4th Edition (Recommendations). The Recommendations are not mandatory, however the Recommendations that will not be followed have been identified and reasons provided for not following them along with what (if any) alternative governance practices the Company intends to adopt in lieu of the recommendation.

The Company has adopted a Corporate Governance Plan which provides the written terms of reference for the Company's corporate governance duties.

The Company's Corporate Governance Plan is available on the Company's website at www.cavalierresources.com.au.

		RECOMMENDATIONS (4TH EDITION)			COMPLY			EXPLANATION
		Principle 1: Lay solid foundations for management and oversight
		Recommendation 1.1						The Company has adopted a Board Charter that sets out the
		(a)	A listed entity should have and disclose a board			YES			specific roles and responsibilities of the Board, the Chair and
						management and includes a description of those matters
			charter which sets out the respective roles and
								expressly reserved to the Board and those delegated to
			responsibilities of the Board, the Chair and
								management.
			management, and includes a description of those
			matters expressly reserved to the Board and those						The Board Charter sets out the specific responsibilities of the Board,
			delegated to management.						requirements as to the Board's composition, the roles and
									responsibilities of the Chairman and Company Secretary, the
									establishment, operation and management of Board
									Committees, Directors' access to Company records and
									information, details of the Board's relationship with management,
									details of the Board's performance review and details of the
									Board's disclosure policy.
/1257_7						1

RECOMMENDATIONS (4TH EDITION)

COMPLY

EXPLANATION

A copy of the Company's Board Charter, which is part of the

Company's Corporate Governance Plan, is available on the

only

Company's website.

Recommendation 1.2

(a)

The Company has guidelines for the appointment and

A listed entity should:

YES

selection of the Board and senior executives in its

Corporate Governance Plan. The Company's Nomination

(a)

undertake appropriate checks before appointing

Committee

Charter

(in

the

Company's

Corporate

a director or senior executive or putting someone

Governance Plan) requires the Nomination Committee (or,

forward for election as a Director; and

in its absence, the Board) to ensure appropriate checks

(a)

provide security holders with all material

(including checks in

respect of

character,

experience,

information in its possession relevant to a decision

education,

criminal

record

and

bankruptcy history (as

on whether or not to elect or re-elect a Director.

use

appropriate)) are undertaken before appointing a person,

or putting

forward to

security holders a candidate for

election, as a Director. In the event of an unsatisfactory

check, a Director is required to submit their resignation.

(b)

Under the Nomination Committee Charter, all material

information relevant to a decision on whether or not to

elect or re-elect a Director must be provided to security

holders in the Notice of Meeting containing the resolution

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to elect or re-elect a Director.

Recommendation 1.3

The Company's Nomination

Committee Charter

requires the

A listed entity should have a written agreement with each

YES

Nomination Committee (or, in its absence, the Board) to ensure

that each Director and senior executive is personally a party to a

Director and senior executive setting out the terms of their

written agreement with the Company which sets out the terms of

appointment.

that Director's or senior executive's appointment.

The Company has written agreements with each of its Directors

and senior executives.

Recommendation 1.4

The Board Charter outlines the roles, responsibility and

The Company Secretary of a listed entity should be

YES

accountability of the Company Secretary. In accordance with

this, the Company Secretary is accountable directly to the Board,

accountable directly to the Board, through the Chair, on all

through the Chair, on all matters to do with the proper functioning

matters to do with the proper functioning of the Board.

of the Board.

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RECOMMENDATIONS (4TH EDITION)

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EXPLANATION

Recommendation 1.5

(a)

The Company has adopted a Diversity Policy which

A listed entity should:

YES

provides a framework for the Company to establish,

achieve and measure diversity objectives, including in

(a)

have and disclose a diversity policy;

respect of gender diversity. The Diversity Policy is available,

(b)

through its board or a committee of the board set

as

part of the Corporate Governance Plan, on the

measurable

objectives

for

achieving gender

Company's website.

diversity

in

the composition of its board, senior

(b)

The Diversity Policy allows the Board to set measurable

executives and workforce generally; and

gender diversity objectives, if considered appropriate, and

(c)

disclose in relation to each reporting period:

to continually monitor both the objectives if any have

(i)

the measurable objectives set for that

been set and the Company's progress in achieving them.

period to achieve gender diversity;

(c)

The Board does not presently intend to set measurable

(ii)

the

entity's progress

towards

achieving

gender diversity objectives because:

those objectives; and

(i)

the Board does not anticipate there will be a need

(iii)

either:

to appoint any new Directors or senior executives

(A)

the respective proportions of men

due to the limited nature of the Company's existing

and women on the Board, in

and proposed activities and the Board's view that

senior executive positions

and

the existing Directors and senior executives have

across

the

whole

workforce

sufficient skill and experience to carry out the

(including how the entity has

Company's plans;

defined

"senior executive"

for

(ii)

if it becomes necessary to appoint any new

these purposes); or

Directors or senior executives, the Board will

consider the application of the measurable

diversity objectives and determined whether, given

the small size of the Company and the Board,

requIring specified objectives to be met will unduly

limit the Company from applying the Diversity Policy

as a whole and the Company's policy of

appointing the best person for the job; and

(iii)

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)

for each financial year will be disclosed in the

Company's Annual Report/on the Company's

website.

RECOMMENDATIONS (4TH EDITION)

COMPLY

EXPLANATION

(B)

if

the

entity

is

a

"relevant

employer" under the Workplace

only

Gender Equality Act, the entity's

most recent "Gender Equality

Indicators", as defined in the

Workplace Gender Equality 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

use

be to have not less than 30% of its

directors of each gender within a

specified period.

Recommendation 1.6

(a)

The Company's Nomination Committee (or, in its absence,

A listed entity should:

YES

the Board) is responsible for evaluating the performance of

the Board, its committees and individual Directors on an

(a)

have and

disclose a

process for

periodically

annual basis. It may do so with the aid of an independent

evaluating the performance of the Board, its

advisor. The process for this is set out in the Company's

committees and individual Directors; and

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Corporate Governance Plan, which is available on the

(b)

disclose for

each

reporting period

whether a

Company's website.

performance evaluation has been undertaken in

(b)

The Company's Corporate Governance Plan requires the

accordance with that process during or in respect

Company to disclose whether or not performance

of that period.

evaluations were conducted during the relevant reporting

period. The Company intends to complete performance

evaluations in respect of the Board, its committees (if any)

and individual Directors for each financial year in

accordance with the above process.

RECOMMENDATIONS (4TH EDITION)

COMPLY

EXPLANATION

Recommendation 1.7

(a)

The Company's Nomination Committee (or, in its absence,

A listed entity should:

YES

the Board) is responsible for evaluating the performance of

the Company's senior executives on an annual basis. The

only

(a)

have and disclose a process for evaluating the

Company's Remuneration Committee (or, in its absence,

performance of its senior executives at least once

the Board) is responsible for evaluating the remuneration of

every reporting period; and

the Company's senior executives on an annual basis. A

(b)

disclose

for each reporting period whether

a

senior

executive,

for

these purposes, means

key

performance evaluation has been undertaken in

management personnel (as defined in the Corporations

accordance with that process during or in respect

Act) other than a non-executive Director.

of that period.

The applicable processes for these evaluations can be

found in the Company's Corporate Governance Plan,

use

which is available on the Company's website.

(b)

The Company's Corporate Governance Plan requires the

Company to disclose whether or not performance

evaluations were conducted during the relevant reporting

period. The Company intends to complete performance

evaluations in respect of the senior executives (if any) for

each financial year in accordance with the applicable

processes.

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Principle 2: Structure the Board to be effective and add value

Recommendation 2.1

(a)

The Company does not have a Nomination Committee.

The Board of a listed entity should:

PARTIALLY

The Company's Nomination Committee Charter provides

for the

creation

of a

Nomination Committee (if

it is

(a)

have a nomination committee which:

considered it will benefit the Company), with at least three

(i)

has at least three members, a majority of

members, a majority of whom are independent Directors,

whom are independent Directors; and

and which must be chaired by an independent Director.

(ii)

is chaired by an independent Director,

and disclose:

(iii)

the charter of the committee;

(iv)

the members of the committee; and