TIDMWLFE

RNS Number : 2617N

Wolf Minerals Limited

24 October 2016

Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures

Corporate Governance Council Principles and Recommendations

 
 Name of entity: 
--------------------------- 
      WOLF MINERALS LIMITED 
--------------------------- 
 
 
 ABN / ARBN:              Financial year ended: 
---------------------    ---------------------- 
      ACN 121 831 472     30 JUNE 2016 
---------------------    ---------------------- 
 

Our corporate governance statement[2] for the above period above can be found at:[3]

 
   These pages of 
    our annual report: 
   This URL on our       http://www.wolfminerals.com.au/irm/content/corporate-governance.aspx?RID=322 
    website: 
 

The Corporate Governance Statement is accurate and up to date as at 30 September 2016 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.

 
 Date: 24 October 2016 
 Name of Director or 
  Secretary authorising 
  lodgement: PAULINE 
  CARR 
 

ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES

 
 Corporate Governance Council           We have followed the recommendation                                               We have NOT followed the 
  recommendation                         in full for the whole of                                                         recommendation in full 
                                         the period above. We have                                                        for the whole of the 
                                         disclosed ...                                                                    period 
                                                                                                                          above. We have disclosed 
                                                                                                                          ...[4] 
-------------------------------------  --------------------------------------------------------------------------------  ------------------------- 
 Principle 1 - Lay solid foundations for management and oversight 
-------------------------------------------------------------------------------------------------------------------------------------------------- 
 1.1        A listed entity should      ... the fact that we follow                                                          an explanation why 
            disclose:                   this recommendation:                                                                 that 
            (a) the respective roles    in our Corporate Governance                                                          is so in our 
            and responsibilities of     Statement OR                                                                         Corporate 
            its board and management;   at [insert location]                                                                 Governance Statement 
            and                         ... and information about                                                            OR 
            (b) those matters           the respective roles and                                                             we are an externally 
            expressly                   responsibilities of our                                                              managed 
            reserved to the board       board and management (including                                                      entity and this 
            and those delegated to      those matters expressly                                                              recommendation 
            management.                 reserved to the board and                                                            is therefore not 
                                        those delegated to management):                                                      applicable 
                                        at 
                                        http://www.wolfminerals.com.au/IRM/Company/ShowPage.aspx?CategoryId=190&CPID=14 
                                        64&EID=23307606 
                                        http://www.wolfminerals.com.au/irm/content/corporate-governance.aspx?RID=322 
---------  --------------------------  --------------------------------------------------------------------------------  ------------------------- 
 1.2        A listed entity should:     ... the fact that we follow                                                          an explanation why 
            (a) undertake appropriate    this recommendation:                                                                that 
            checks before appointing     in our Corporate Governance                                                         is so in our 
            a person, or putting         Statement OR                                                                        Corporate 
            forward                      at [insert location]                                                                Governance Statement 
            to security holders a                                                                                            OR 
            candidate for election,                                                                                          we are an externally 
            as a director; and                                                                                               managed 
            (b) provide security                                                                                             entity and this 
            holders                                                                                                          recommendation 
            with all material                                                                                                is therefore not 
            information                                                                                                      applicable 
            in its possession 
            relevant 
            to a decision on whether 
            or not to elect or 
            re-elect 
            a director. 
---------  --------------------------  --------------------------------------------------------------------------------  ------------------------- 
 1.3        A listed entity should      ... the fact that we follow                                                          an explanation why 
             have a written agreement    this recommendation:                                                                that 
             with each director and      in our Corporate Governance                                                         is so in our 
             senior executive setting    Statement OR                                                                        Corporate 
             out the terms of their      at [insert location]                                                                Governance Statement 
             appointment.                                                                                                    OR 
                                                                                                                             we are an externally 
                                                                                                                             managed 
                                                                                                                             entity and this 
                                                                                                                             recommendation 
                                                                                                                             is therefore not 
                                                                                                                             applicable 
---------  --------------------------  --------------------------------------------------------------------------------  ------------------------- 
 1.4        The company secretary       ... the fact that we follow                                                          an explanation why 
            of a listed entity should    this recommendation:                                                                that 
            be accountable directly      in our Corporate Governance                                                         is so in our 
            to the board, through        Statement OR                                                                        Corporate 
            the chair, on all matters    at [insert location]                                                                Governance Statement 
            to do with the proper                                                                                            OR 
            functioning of the board.                                                                                        we are an externally 
                                                                                                                             managed 
                                                                                                                             entity and this 
                                                                                                                             recommendation 
                                                                                                                             is therefore not 
                                                                                                                             applicable 
---------  --------------------------  --------------------------------------------------------------------------------  ------------------------- 
 1.5               A listed entity      ... the fact that we have                                                            Re Item (C): 
                   should:              a diversity policy that                                                              an explanation why 
                   (a) have a           complies with paragraph                                                              that 
                   diversity policy     (a):                                                                                 is so in our 
                   which includes       in our Corporate Governance                                                          Corporate 
                   requirements         Statement OR                                                                         Governance Statement 
                   for the board or a   at [insert location]                                                                 OR 
                   relevant             ... and a copy of our diversity                                                      we are an externally 
                   committee of the     policy or a summary of                                                               managed 
                   board                it:                                                                                  entity and this 
                   to set measurable    at                                                                                   recommendation 
                   objectives           http://www.wolfminerals.com.au/irm/content/pdf/wlf_equality_and_diversity_polic      is therefore not 
                   for achieving        y_-_approved_9_dec_2014.pdf                                                          applicable 
                   gender diversity 
                   and to assess        ... and the measurable 
                   annually             objectives for achieving 
                   both the             gender diversity set by 
                   objectives and       the board or a relevant 
                   the entity's         committee of the board 
                   progress             in accordance with our 
                   in achieving them;   diversity policy and our 
                   (b) disclose that    progress towards achieving 
                   policy               them: 
                   or a summary of      in our Corporate Governance 
                   it; and              Statement OR 
                   (c) disclose as at   at [insert location] 
                   the                  ... and the information 
                   end of each          referred to in paragraphs 
                   reporting            (c)(1) or (2): 
                   period the           in our Corporate Governance 
                   measurable           Statement OR 
                   objectives for       at [insert location] 
                   achieving 
                   gender diversity 
                   set by 
                   the board or a 
                   relevant 
                   committee of the 
                   board 
                   in accordance with 
                   the 
                   entity's diversity 
                   policy 
                   and its progress 
                   towards 
                   achieving them and 
                   either: 
                   (1) 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); 
                   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. 
---------  --------------------------  --------------------------------------------------------------------------------  ------------------------- 
 1.6        A listed entity should:     ... the evaluation process                                                           an explanation why 
            (a) have and disclose        referred to in paragraph                                                            that 
            a process for                (a):                                                                                is so in our 
            periodically                 in our Corporate Governance                                                         Corporate 
            evaluating the               Statement OR                                                                        Governance Statement 
            performance                  at [insert location]                                                                OR 
            of the board, its            ... and the information                                                             we are an externally 
            committees                   referred to in paragraph                                                            managed 
            and individual directors;    (b):                                                                                entity and this 
            and                          in our Corporate Governance                                                         recommendation 
            (b) disclose, in relation    Statement OR                                                                        is therefore not 
            to each reporting period,    at [insert location]                                                                applicable 
            whether a performance 
            evaluation was undertaken 
            in the reporting period 
            in accordance with that 
            process. 
---------  --------------------------  --------------------------------------------------------------------------------  ------------------------- 
 1.7        A listed entity should:     ... the evaluation process                                                           an explanation why 
            (a) have and disclose        referred to in paragraph                                                            that 
            a process for                (a):                                                                                is so in our 
            periodically                 in our Corporate Governance                                                         Corporate 
            evaluating the               Statement OR                                                                        Governance Statement 
            performance                  at [insert location]                                                                OR 
            of its senior executives;    ... and the information                                                             we are an externally 
            and                          referred to in paragraph                                                            managed 
            (b) disclose, in relation    (b):                                                                                entity and this 
            to each reporting period,    in our Corporate Governance                                                         recommendation 
            whether a performance        Statement OR                                                                        is therefore not 
            evaluation was undertaken    at [insert location]                                                                applicable 
            in the reporting period 
            in accordance with that 
            process. 
---------  --------------------------  --------------------------------------------------------------------------------  ------------------------- 
 Principle 2 - Structure the board to add value 
-------------------------------------------------------------------------------------------------------------------------------------------------- 
 2.1               The board of a       [If the entity complies                                                              an explanation why 
                   listed               with paragraph (a):]                                                                 that 
                   entity should:       ... the fact that we have                                                            is so in our 
                   (a) have a           a nomination committee                                                               Corporate 
                   nomination           that complies with paragraphs                                                        Governance Statement 
                   committee which:     (1) and (2):                                                                         OR 
                   (1) has at least     in our Corporate Governance                                                          we are an externally 
                   three                Statement OR                                                                         managed 
                   members, a           at [insert location]                                                                 entity and this 
                   majority of          ... and a copy of the charter                                                        recommendation 
                   whom are             of the committee:                                                                    is therefore not 
                   independent          at                                                                                   applicable 
                   directors; and       http://www.wolfminerals.com.au/IRM/Company/ShowPage.aspx?CategoryId=190&CPID=15 
                   (2) is chaired by    00&EID=91976761 
                   an 
                   independent          ... and the information 
                   director,            referred to in paragraphs 
                   and disclose:        (4) and (5): 
                   (3) the charter of   in our Corporate Governance 
                   the                  Statement OR 
                   committee;           at [insert location] 
                   (4) the members of   [If the entity complies 
                   the                  with paragraph (b):] 
                   committee; and       ... the fact that we do 
                   (5) as at the end    not have a nomination committee 
                   of                   and the processes we employ 
                   each reporting       to address board succession 
                   period,              issues and to ensure that 
                   the number of        the board has the appropriate 
                   times the            balance of skills, knowledge, 
                   committee met        experience, independence 
                   throughout           and diversity to enable 
                   the period and the   it to discharge its duties 
                   individual           and responsibilities effectively: 
                   attendances of the   in our Corporate Governance 
                   members              Statement OR 
                   at those meetings;   at [insert location] 
                   or 
                   (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. 
----------  -------------------------  --------------------------------------------------------------------------------  ------------------------- 
 2.2         A listed entity should     ... our board skills matrix:                                                         an explanation why 
             have and disclose a         in our Corporate Governance                                                         that 
             board                       Statement OR                                                                        is so in our 
             skills matrix setting       at [insert location]                                                                Corporate 
             out the mix of skills                                                                                           Governance Statement 
             and diversity that the                                                                                          OR 
             board currently has or                                                                                          we are an externally 
             is looking to achieve                                                                                           managed 
             in its membership.                                                                                              entity and this 
                                                                                                                             recommendation 
                                                                                                                             is therefore not 
                                                                                                                             applicable 
----------  -------------------------  --------------------------------------------------------------------------------  ------------------------- 
 2.3         A listed entity should     ... the names of the directors                                                       an explanation why 
             disclose:                   considered by the board                                                             that 
             (a) the names of the        to be independent directors:                                                        is so in our 
             directors considered        in our Corporate Governance                                                         Corporate 
             by the board to be          Statement OR                                                                        Governance Statement 
             independent                 at [insert location] 
             directors;                  ... and, where applicable, 
             (b) if a director has       the information referred 
             an interest, position,      to in paragraph (b): 
             association or              in our Corporate Governance 
             relationship                Statement OR 
             of the type described       at [insert location] 
             in Box 2.3 but the board    ... and the length of service 
             is of the opinion that      of each director: 
             it does not compromise      in our Corporate Governance 
             the independence of the     Statement OR 
             director, the nature        at [insert location] 
             of the interest, 
             position, 
             association or 
             relationship 
             in question and an 
             explanation 
             of why the board is of 
             that opinion; and 
             (c) the length of 
             service 
             of each director. 
----------  -------------------------  --------------------------------------------------------------------------------  ------------------------- 
 2.4         A majority of the board    ... the fact that we follow                                                          an explanation why 
             of a listed entity          this recommendation:                                                                that 
             should                      in our Corporate Governance                                                         is so in our 
             be independent              Statement OR                                                                        Corporate 
             directors.                  at [insert location]                                                                Governance Statement 
                                                                                                                             OR 
                                                                                                                             we are an externally 
                                                                                                                             managed 
                                                                                                                             entity and this 
                                                                                                                             recommendation 
                                                                                                                             is therefore not 
                                                                                                                             applicable 
----------  -------------------------  --------------------------------------------------------------------------------  ------------------------- 
 2.5         The chair of the board     ... the fact that we follow                                                          an explanation why 
             of a listed entity          this recommendation:                                                                that 
             should                      in our Corporate Governance                                                         is so in our 
             be an independent           Statement OR                                                                        Corporate 
             director                    at [insert location]                                                                Governance Statement 
             and, in particular,                                                                                             OR 
             should                                                                                                          we are an externally 
             not be the same person                                                                                          managed 
             as the CEO of the                                                                                               entity and this 
             entity.                                                                                                         recommendation 
                                                                                                                             is therefore not 
                                                                                                                             applicable 
----------  -------------------------  --------------------------------------------------------------------------------  ------------------------- 
 2.6         A listed entity should     ... the fact that we follow                                                          an explanation why 
             have a program for          this recommendation:                                                                that 
             inducting                   in our Corporate Governance                                                         is so in our 
             new directors and           Statement OR                                                                        Corporate 
             provide                     at [insert location]                                                                Governance Statement 
             appropriate professional                                                                                        OR 
             development                                                                                                     we are an externally 
             opportunities                                                                                                   managed 
             for directors to develop                                                                                        entity and this 
             and maintain the skills                                                                                         recommendation 
             and knowledge needed                                                                                            is therefore not 
             to perform their role                                                                                           applicable 
             as directors 
             effectively. 
----------  -------------------------  --------------------------------------------------------------------------------  ------------------------- 
 Principle 3 - ACT ethicalLY and responsiblY 
-------------------------------------------------------------------------------------------------------------------------------------------------- 
 3.1         A listed entity should:    ... our code of conduct                                                             an explanation why 
             (a) have a code of         or a summary of it:                                                                 that 
             conduct                    in our Corporate Governance                                                         is so in our Corporate 
             for its directors,         Statement OR                                                                        Governance Statement 
             senior                     at 
             executives and             http://www.wolfminerals.com.au/IRM/Company/ShowPage.aspx?CategoryId=190&CPID=17 
             employees;                 58&EID=83437791 
             and 
             (b) disclose that code 
             or a summary of it. 
----------  -------------------------  --------------------------------------------------------------------------------  ------------------------- 
 Principle 4 - Safeguard integrity in CORPORATE reporting 
-------------------------------------------------------------------------------------------------------------------------------------------------- 
 4.1               The board of a       [If the entity complies                                                              an explanation why 
                   listed               with paragraph (a):]                                                                 that 
                   entity should:       ... the fact that we have                                                            is so in our 
                   (a) have an audit    an audit committee that                                                              Corporate 
                   committee            complies with paragraphs                                                             Governance Statement 
                   which:               (1) and (2): 
                   (1) has at least     in our Corporate Governance 
                   three                Statement OR 
                   members, all of      at [insert location] 
                   whom                 ... and a copy of the charter 
                   are non-executive    of the committee: 
                   directors            at 
                   and a majority of    http://www.wolfminerals.com.au/IRM/Company/ShowPage.aspx?CategoryId=190&CPID=15 
                   whom                 55&EID=93699215 
                   are independent 
                   directors;           ... and the information 
                   and                  referred to in paragraphs 
                   (2) is chaired by    (4) and (5): 
                   an                   in our Corporate Governance 
                   independent          Statement OR 
                   director,            at 
                   who is not the       http://www.wolfminerals.com.au/IRM/ShowCategory.aspx?CategoryId=353&FilterStyle 
                   chair                =B&archive=true&masterpage=31&year=2014&RID=358 
                   of the board,        [If the entity complies 
                   and disclose:        with paragraph (b):] 
                   (3) the charter of   ... the fact that we do 
                   the                  not have an audit committee 
                   committee;           and the processes we employ 
                   (4) the relevant     that independently verify 
                   qualifications       and safeguard the integrity 
                   and experience of    of our corporate reporting, 
                   the                  including the processes 
                   members of the       for the appointment and 
                   committee;           removal of the external 
                   and                  auditor and the rotation 
                   (5) in relation to   of the audit engagement 
                   each                 partner: 
                   reporting period,    in our Corporate Governance 
                   the                  Statement OR 
                   number of times      at [insert location] 
                   the committee 
                   met throughout the 
                   period 
                   and the individual 
                   attendances 
                   of the members at 
                   those 
                   meetings; or 
                   (b) if it does not 
                   have 
                   an audit 
                   committee, 
                   disclose 
                   that fact and the 
                   processes 
                   it employs that 
                   independently 
                   verify and 
                   safeguard 
                   the integrity of 
                   its 
                   corporate 
                   reporting, 
                   including the 
                   processes 
                   for the 
                   appointment and 
                   removal of the 
                   external 
                   auditor and the 
                   rotation 
                   of the audit 
                   engagement 
                   partner. 
----------  -------------------------  --------------------------------------------------------------------------------  ------------------------- 
 4.2         The board of a listed      ... the fact that we follow                                                          an explanation why 
             entity should, before       this recommendation:                                                                that 
             it approves the entity's    in our Corporate Governance                                                         is so in our 
             financial statements        Statement OR                                                                        Corporate 
             for a financial period,     at [insert location]                                                                Governance Statement 
             receive from its CEO 
             and CFO a declaration 
             that, in their opinion, 
             the financial records 
             of the entity have been 
             properly maintained and 
             that the financial 
             statements 
             comply with the 
             appropriate 
             accounting standards 
             and give a true and fair 
             view of the financial 
             position and performance 
             of the entity and that 
             the opinion has been 
             formed on the basis of 
             a sound system of risk 
             management and internal 
             control which is 
             operating 
             effectively. 
----------  -------------------------  --------------------------------------------------------------------------------  ------------------------- 
 4.3         A listed entity that       ... the fact that we follow                                                          an explanation why 
             has an AGM should ensure    this recommendation:                                                                that 
             that its external           in our Corporate Governance                                                         is so in our 
             auditor                     Statement OR                                                                        Corporate 
             attends its AGM and is      at [insert location]                                                                Governance Statement 
             available to answer                                                                                             OR 
             questions                                                                                                       we are an externally 
             from security holders                                                                                           managed 
             relevant to the audit.                                                                                          entity that does not 
                                                                                                                             hold 
                                                                                                                             an annual general 
                                                                                                                             meeting 
                                                                                                                             and this 
                                                                                                                             recommendation 
                                                                                                                             is therefore not 
                                                                                                                             applicable 
----------  -------------------------  --------------------------------------------------------------------------------  ------------------------- 
 Principle 5 - Make timely and balanced disclosure 
-------------------------------------------------------------------------------------------------------------------------------------------------- 
 5.1         A listed entity should:    ... our continuous disclosure                                                        an explanation why 
             (a) have a written         compliance policy or a                                                               that 
             policy                     summary of it:                                                                       is so in our 
             for complying with its     in our Corporate Governance                                                          Corporate 
             continuous disclosure      Statement OR                                                                         Governance Statement 
             obligations under the      at [insert location] 
             Listing Rules; and         http://www.wolfminerals.com.au/IRM/Company/ShowPage.aspx?CategoryId=190&CPID=17 
             (b) disclose that policy   76&EID=59112398 
             or a summary of it. 
----------  -------------------------  --------------------------------------------------------------------------------  ------------------------- 
 Principle 6 - Respect the rights of sECURITY holders 
-------------------------------------------------------------------------------------------------------------------------------------------------- 
 6.1         A listed entity should     ... information about us                                                             an explanation why 
             provide information        and our governance on our                                                            that 
             about                      website:                                                                             is so in our 
             itself and its             at http://www.wolfminerals.com.au/irm/content/corporate-governance.aspx?RID=322      Corporate 
             governance                                                                                                      Governance Statement 
             to investors via its 
             website. 
----------  -------------------------  --------------------------------------------------------------------------------  ------------------------- 
 6.2         A listed entity should     ... the fact that we follow                                                          an explanation why 
             design and implement        this recommendation:                                                                that 
             an investor relations       in our Corporate Governance                                                         is so in our 
             program to facilitate       Statement OR                                                                        Corporate 
             effective two-way           at [insert location]                                                                Governance Statement 
             communication 
             with investors. 
----------  -------------------------  --------------------------------------------------------------------------------  ------------------------- 
 6.3         A listed entity should     ... our policies and processes                                                       an explanation why 
             disclose the policies       for facilitating and encouraging                                                    that 
             and processes it has        participation at meetings                                                           is so in our 
             in place to facilitate      of security holders:                                                                Corporate 
             and encourage               in our Corporate Governance                                                         Governance Statement 
             participation               Statement OR                                                                        OR 
             at meetings of security     at [insert location]                                                                we are an externally 
             holders.                                                                                                        managed 
                                                                                                                             entity that does not 
                                                                                                                             hold 
                                                                                                                             periodic meetings of 
                                                                                                                             security 
                                                                                                                             holders and this 
                                                                                                                             recommendation 
                                                                                                                             is therefore not 
                                                                                                                             applicable 
----------  -------------------------  --------------------------------------------------------------------------------  ------------------------- 
 6.4         A listed entity should     ... the fact that we follow                                                          an explanation why 
             give security holders       this recommendation:                                                                that 
             the option to receive       in our Corporate Governance                                                         is so in our 
             communications from,        Statement OR                                                                        Corporate 
             and send communications     at [insert location]                                                                Governance Statement 
             to, the entity and its 
             security registry 
             electronically. 
----------  -------------------------  --------------------------------------------------------------------------------  ------------------------- 
 Principle 7 - RECOGNISE AND MANAGE RISK 
-------------------------------------------------------------------------------------------------------------------------------------------------- 
 7.1               The board of a       [If the entity complies                                                              an explanation why 
                   listed               with paragraph (a):]                                                                 that 
                   entity should:       ... the fact that we have                                                            is so in our 
                   (a) have a           a committee or committees                                                            Corporate 
                   committee            to oversee risk that comply                                                          Governance Statement 
                   or committees to     with paragraphs (1) and 
                   oversee              (2): 
                   risk, each of        in our Corporate Governance 
                   which:               Statement OR 
                   (1) has at least     at [insert location] 
                   three                ... and a copy of the charter 
                   members, a           of the committee: 
                   majority of          at 
                   whom are             http://www.wolfminerals.com.au/IRM/Company/ShowPage.aspx?CategoryId=190&CPID=15 
                   independent          55&EID=93699215 
                   directors; and 
                   (2) is chaired by    ... and the information 
                   an                   referred to in paragraphs 
                   independent          (4) and (5): 
                   director,            in our Corporate Governance 
                   and disclose:        Statement OR 
                   (3) the charter of   at 
                   the                  http://www.wolfminerals.com.au/IRM/ShowCategory.aspx?CategoryId=353&FilterStyle 
                   committee;           =B&archive=true&masterpage=31&year=2014&RID=358 
                   (4) the members of   [If the entity complies 
                   the                  with paragraph (b):] 
                   committee; and       ... the fact that we do 
                   (5) as at the end    not have a risk committee 
                   of                   or committees that satisfy 
                   each reporting       (a) and the processes we 
                   period,              employ for overseeing our 
                   the number of        risk management framework: 
                   times the            in our Corporate Governance 
                   committee met        Statement OR 
                   throughout           at [insert location] 
                   the period and the 
                   individual 
                   attendances of the 
                   members 
                   at those meetings; 
                   or 
                   (b) if it does not 
                   have 
                   a risk committee 
                   or committees 
                   that satisfy (a) 
                   above, 
                   disclose that fact 
                   and 
                   the processes it 
                   employs 
                   for overseeing the 
                   entity's 
                   risk management 
                   framework. 
----------  -------------------------  --------------------------------------------------------------------------------  ------------------------- 
 7.2         The board or a committee   ... the fact that board                                                              an explanation why 
             of the board should:        or a committee of the board                                                         that 
             (a) review the entity's     reviews the entity's risk                                                           is so in our 
             risk management             management framework at                                                             Corporate 
             framework                   least annually to satisfy                                                           Governance Statement 
             at least annually to        itself that it continues 
             satisfy itself that it      to be sound: 
             continues to be sound;      in our Corporate Governance 
             and                         Statement OR 
             (b) disclose, in            at [insert location] 
             relation                    ... and that such a review 
             to each reporting           has taken place in the 
             period,                     reporting period covered 
             whether such a review       by this Appendix 4G: 
             has taken place.            in our Corporate Governance 
                                         Statement OR 
                                         at [insert location] 
----------  -------------------------  --------------------------------------------------------------------------------  ------------------------- 
 7.3         A listed entity should     [If the entity complies                                                              an explanation why 
             disclose:                   with paragraph (a):]                                                                that 
             (a) if it has an            ... how our internal audit                                                          is so in our 
             internal                    function is structured                                                              Corporate 
             audit function, how the     and what role it performs:                                                          Governance Statement 
             function is structured      in our Corporate Governance 
             and what role it            Statement OR 
             performs;                   at [insert location] 
             or                          [If the entity complies 
             (b) if it does not have     with paragraph (b):] 
             an internal audit           ... the fact that we do 
             function,                   not have an internal audit 
             that fact and the           function and the processes 
             processes                   we employ for evaluating 
             it employs for              and continually improving 
             evaluating                  the effectiveness of our 
             and continually             risk management and internal 
             improving                   control processes: 
             the effectiveness of        in our Corporate Governance 
             its risk management and     Statement OR 
             internal control            at [insert location] 
             processes. 
----------  -------------------------  --------------------------------------------------------------------------------  ------------------------- 
 7.4         A listed entity should     ... whether we have any                                                              an explanation why 
             disclose whether it has     material exposure to economic,                                                      that 
             any material exposure       environmental and social                                                            is so in our 
             to economic,                sustainability risks and,                                                           Corporate 
             environmental               if we do, how we manage                                                             Governance Statement 
             and social                  or intend to manage those 
             sustainability              risks: 
             risks and, if it does,      in our Corporate Governance 
             how it manages or           Statement OR 
             intends                     at [insert location] 
             to manage those risks. 
----------  -------------------------  --------------------------------------------------------------------------------  ------------------------- 
 Principle 8 - REMUNERATE FAIRLY AND RESPONSIBLY 
-------------------------------------------------------------------------------------------------------------------------------------------------- 
 8.1               The board of a       [If the entity complies                                                              an explanation why 
                   listed               with paragraph (a):]                                                                 that 
                   entity should:       ... the fact that we have                                                            is so in our 
                   (a) have a           a remuneration committee                                                             Corporate 
                   remuneration         that complies with paragraphs                                                        Governance Statement 
                   committee which:     (1) and (2):                                                                         OR 
                   (1) has at least     in our Corporate Governance                                                          we are an externally 
                   three                Statement OR                                                                         managed 
                   members, a           at [insert location]                                                                 entity and this 
                   majority of          ... and a copy of the charter                                                        recommendation 
                   whom are             of the committee:                                                                    is therefore not 
                   independent          at                                                                                   applicable 
                   directors; and       http://www.wolfminerals.com.au/IRM/Company/ShowPage.aspx?CategoryId=190&CPID=15 
                   (2) is chaired by    56&EID=92752130 
                   an 
                   independent          ... and the information 
                   director,            referred to in paragraphs 
                   and disclose:        (4) and (5): 
                   (3) the charter of   in our Corporate Governance 
                   the                  Statement OR 
                   committee;           at 
                   (4) the members of   http://www.wolfminerals.com.au/IRM/ShowCategory.aspx?CategoryId=353&FilterStyle 
                   the                  =B&archive=true&masterpage=3&year=2015&RID=358 
                   committee; and 
                   (5) as at the end    [If the entity complies 
                   of                   with paragraph (b):] 
                   each reporting       ... the fact that we do 
                   period,              not have a remuneration 
                   the number of        committee and the processes 
                   times the            we employ for setting the 
                   committee met        level and composition of 
                   throughout           remuneration for directors 
                   the period and the   and senior executives and 
                   individual           ensuring that such remuneration 
                   attendances of the   is appropriate and not 
                   members              excessive: 
                   at those meetings;   in our Corporate Governance 
                   or                   Statement OR 
                   (b) if it does not   at [insert location] 
                   have 
                   a remuneration 
                   committee, 
                   disclose that fact 
                   and 
                   the processes it 
                   employs 
                   for setting the 
                   level 
                   and composition of 
                   remuneration 
                   for directors and 
                   senior 
                   executives and 
                   ensuring 
                   that such 
                   remuneration 
                   is appropriate and 
                   not 
                   excessive. 
----------  -------------------------  --------------------------------------------------------------------------------  ------------------------- 
 8.2         A listed entity should     ... separately our remuneration                                                      an explanation why 
             separately disclose its    policies and practices                                                               that 
             policies and practices     regarding the remuneration                                                           is so in our 
             regarding the              of non-executive directors                                                           Corporate 
             remuneration               and the remuneration of                                                              Governance Statement 
             of non-executive           executive directors and                                                              OR 
             directors                  other senior executives:                                                             we are an externally 
             and the remuneration       in our Corporate Governance                                                          managed 
             of executive directors     Statement OR                                                                         entity and this 
             and other senior           at Annual Report                                                                     recommendation 
             executives.                http://www.wolfminerals.com.au/IRM/ShowCategory.aspx?CategoryId=353&FilterStyle      is therefore not 
                                        =B&archive=true&masterpage=3&year=2015&RID=358                                       applicable 
----------  -------------------------  --------------------------------------------------------------------------------  ------------------------- 
 8.3         A listed entity which      ... our policy on this                                                               an explanation why 
             has an equity-based        issue or a summary of it:                                                            that 
             remuneration               in our Corporate Governance                                                          is so in our 
             scheme should:             Statement OR                                                                         Corporate 
             (a) have a policy on       at [insert location]                                                                 Governance Statement 
             whether participants       http://www.wolfminerals.com.au/IRM/Company/ShowPage.aspx?CategoryId=190&CPID=17      OR 
             are permitted to enter     78&EID=66190640                                                                      w e do not have an 
             into transactions                                                                                               equity-based 
             (whether                                                                                                        remuneration scheme 
             through the use of                                                                                              and 
             derivatives                                                                                                     this recommendation 
             or otherwise) which                                                                                             is 
             limit                                                                                                           therefore not 
             the economic risk of                                                                                            applicable 
             participating in the                                                                                            OR 
             scheme; and                                                                                                     we are an externally 
             (b) disclose that policy                                                                                        managed 
             or a summary of it.                                                                                             entity and this 
                                                                                                                             recommendation 
                                                                                                                             is therefore not 
                                                                                                                             applicable 
----------  -------------------------  --------------------------------------------------------------------------------  ------------------------- 
 ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES 
-------------------------------------------------------------------------------------------------------------------------------------------------- 
 -           Alternative to             ... the information referred                                                         an explanation why 
             Recommendation              to in paragraphs (a) and                                                            that 
             1.1 for externally          (b):                                                                                is so in our 
             managed                     in our Corporate Governance                                                         Corporate 
             listed entities:            Statement OR                                                                        Governance Statement 
             The responsible entity      at [insert location] 
             of an externally managed 
             listed entity should 
             disclose: 
             (a) the arrangements 
             between the responsible 
             entity and the listed 
             entity for managing the 
             affairs of the listed 
             entity; 
             (b) the role and 
             responsibility 
             of the board of the 
             responsible 
             entity for overseeing 
             those arrangements. 
----------  -------------------------  --------------------------------------------------------------------------------  ------------------------- 
 -           Alternative to             ... the terms governing                                                              an explanation why 
             Recommendations             our remuneration as manager                                                         that 
             8.1, 8.2 and 8.3 for        of the entity:                                                                      is so in our 
             externally managed          in our Corporate Governance                                                         Corporate 
             listed                      Statement OR                                                                        Governance Statement 
             entities:                   at [insert location] 
             An externally managed 
             listed entity should 
             clearly disclose the 
             terms governing the 
             remuneration 
             of the manager. 
----------  -------------------------  --------------------------------------------------------------------------------  ------------------------- 
 Wolf Minerals Limited: Russell Clark   +61 8 6364 3776 
 Numis Securities: John Prior/James 
  Black/Paul Gillam                     +44(0)20 7260 1000 
 Newgate: Adam Lloyd / Ed Treadwell 
  / Helena Bogle                        +44 (0) 20 7653 9850 
 
 

About Wolf Minerals

Wolf Minerals is a dual listed (ASX: WLF, AIM: WLFE) specialty metals producer. With global demand for tungsten rising and future global production expected to be constrained, Wolf Minerals has recently completed the development of a large tungsten resource at its Drakelands Mine, located at Hemerdon, in southwest England.

[1] Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of rule 4.10.3.

[2] "Corporate governance statement" is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

[3] Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity's corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.

Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes "OR" at the end of the selection and you delete the other options, you can also, if you wish, delete the "OR" at the end of the selection.

[4] If you have followed all of the Council's recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

This information is provided by RNS

The company news service from the London Stock Exchange

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