Statement In recognising the need for the highest standards of corporate behaviour and accountability, the Directors of Sunstone Metals Limited (“Company”) have adhered to the principles of corporate governance and this statement outlines the main corporate governance practices in place throughout the financial year. The ASX Corporate Governance Council released revised Corporate Governance Principles and Recommendations (fourth edition) in February 2019. Having regard to the size of the Company and the nature of its enterprise, it is considered that the Company complies as far as possible with the spirit and intentions of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations. The current Directors of the Company at the date of this report are: Mr Graham Ascough Non-Executive Chairman Independent Mr Malcolm Norris CEO & Managing Director Mr Stephen Stroud Non-Executive Director Independent For information on each Director, refer to the Directors’ Report. The following policies or obligations have been established by the Board: – Continuous disclosure – Code of conduct – Share trading – Audit & Financial Risk – Board Charter – Risk Management Independent Directors When determining whether or not a Non-Executive Director is independent, the Director must not fail any of the following materiality thresholds: – more than 5% of Company shares are held by the Director and any entity or individual directly or indirectly associated with the Director; – no sales are made to, or purchases made from, any entity or individual directly or indirectly associated with the Director; and – none of the Directors’ income or the income of an individual or entity directly or indirectly associated with the Director, is derived from a contract with any member of the Group other than income as derived as a Director of the entity. At the date of this report, the board consists of one independent Non-Executive Chairman, one Executive Director and one independent, Non-Executive Director. Independent Directors have shareholdings less than 5% of the total shares on issue. The board is considered to be appropriate for the size of the Company and the nature of its activities. It is a cost effective structure for managing the Company and there is no justification for appointing additional independent directors. Board Composition When the need for a new director is identified, selection is based on the skills and experience of prospective directors, having regard to the present and future needs of the Company. Any director so appointed must then stand for election at the next meeting of shareholders of the Company. Director and Executive Education All new Directors are educated about the nature of the business, current issues, the corporate strategy, the culture and values of the Group, and the expectations of the Group concerning performance of Directors. In addition, Directors are also educated regarding meeting arrangements and Director interaction with each other, senior executives and stakeholders. Directors have the opportunity to visit Group facilities and meet with management to gain a better understanding of operations. Directors are given access to continuing education opportunities to update and enhance their skills and knowledge upon joining the Group. Directors will be educated on the Group’s structure, strategy, operations, financial position and risk management policies. It also familiarises the individual with respective rights, duties, responsibilities and roles of the individual and the Board. Corporate Governance Statement 28 Sunstone Metals Limited Annual Report 2022 SUNSTONE METALS LIMITED ANNUAL REPORT 2022
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