The Company is committed to implementing the ASX Corporate Governance Council’s (Council) second edition Corporate Governance Principles and Recommendations. Where the Company’s corporate governance practices do not correlate with the practices recommended by the Council, the Company does not consider it practicable or necessary to implement these principles due to the size and stage of development of its operations and the Board’s reasoning for any departure is explained.

Set out below are the fundamental corporate governance practices of the Company.

The Board Lays Solid Foundations for Management and Oversight

Role of the Board
The Board’s role is to govern the Company and it has thereby established the functions reserved to the Board. The Board delegates to executive directors and senior executives the day-to-day management of the operations of the Company’s business. In governing the Company, the Directors must act in the best interests of the Company as a whole. Each member of the Board is committed to spending sufficient time to enable them to carry out their duties as a director of the Company.

Responsibilities of the Board
In general, the Board is ultimately responsible for, and has the authority to determine, all matters relating to the policies, practices, management and operations of the Company. It is required to do all things that may be necessary to be done in order to carry out the objectives of the Company. The Board delegates authority to executive directors, senior executives and management to carry out delegated duties in support of the objectives of the Company.

The Board has established the following committees to assist it in discharging its functions:

     Risk Management Committee.

The Board’s functions and the functions delegated to Executive Directors and Senior Executives are set out in the Board Charter which is available on the Company’s website (www.australasiagold.com.au) under “Corporate Governance”.

The Board holds regular meetings and is expected to meet periodically throughout the year. Directors’ attendance at meetings this year is set out on page 12 of this annual report.

The Board appoints person(s) to perform the functions of a Chief Executive with responsibility for the management of the Company in accordance with the directions and delegations of the Board. Senior Executives may also be appointed to conduct these activities.

It is the role of those appointed in management roles to manage the Company in accordance with the direction and delegations of the Board and the responsibility of the Board to oversee the activities of management in carrying out these delegated duties.

Performance Review/Evaluation

The process for reviewing the performance of senior executives is undertaken by the relevant executive director appointed by the Board to perform the functions of a Chief Executive. The performance of Senior Executives is assessed by way of informal discussion. The performance of Executive Directors is reviewed annually by the Board as a whole (see below). The Board considers that this process is appropriate given that it meets on a regular basis.

The Board is Structured to Add Value

The Board currently comprises three directors of whom one, Mr Bruno Firriolo, is an independent Non- Executive Director. The Company’s only Executive Director is Mr Trevor Ireland. Although not an independent Director, Mr John Terpu’s role as Non-Executive Chairman of the Board is separate from any director appointed to perform the functions of a Chief Executive, who is responsible for the day-to-day management of the Company. Further details about the Directors including their skills, experience and terms in office at the date of this statement are set out on page 9 of this annual report.

The Company recognises the importance of Non-Executive and independent Directors and the external perspective and advice that they can offer. The Board is committed to recruiting such Directors when warranted by the scale and advancement of its operations. In this regard, the activities normally the responsibility of a nomination committee are undertaken by the Board as a whole. Determination of independence is made with reference to factors set out in the Board Charter (available on the Company’s website under “Corporate Governance”.

Independent Professional Advice and Access to Information

Each Director has the right of access to all Company information and to Australasia Gold’s executives. Further, each Director and the Board collectively, subject to informing the Chairman, has the right to seek independent professional advice from a suitably qualified advisor, at the Company’s expense, with the approval of the Chairman, to assist them to carry out their responsibilities. Where appropriate, a copy of this advice is to be made available to all other members of the Board.

Performance Review/Evaluation

The Board undertakes annually, a formal, collective self-assessment and review discussion to review the performance of the Board, its Committee(s) and individual Directors.

The Board Promotes Ethical and Responsible Decision Making

Code of Conduct

As part of its commitment to recognising its legal obligations, the legitimate expectations of stakeholders and promoting practices necessary to maintain confidence in the Company’s integrity, the Company has established a Code of Conduct. The Code aims to provide guidance to Directors, Senior Executives, management and employees on the standards of personal and corporate behaviour and the responsibility and accountability required of the Company’s personnel for reporting and investigating unethical practices.

A copy of the Code of Conduct is available on the Company’s website under “Corporate Governance”.

Trading in Australasia Gold Shares

The Company has adopted a securities trading policy for the Directors, Senior Executives, employees, consultants and contractors of the Company which is appropriate for a Company whose shares are admitted to trading on the ASX.

A copy of the securities trading policy is available on the Company’s website under “Corporate Governance”.

The Board Safeguards Integrity in Financial Reporting

Australasia Gold has not established an Audit Committee. Those activities, normally the responsibility of an Audit Committee, are undertaken by the Board as a whole. To give assistance to the Board, at least one member of the Board should be a person with appropriate educational qualifications and competence in accounting matters. Presently, this person is Mr Bruno Firriolo.

Given that the Board undertakes the functions of an Audit Committee, the Chairman of the Board has a responsibility to oversee the review of functions normally undertaken by an Audit Committee.

The Board continually reviews the performance of the external audit partner. Additionally the Company has an engagement arrangement with the external auditors which requires that the external audit partner is rotated every 5 years.

The Board Makes Timely and Balanced Disclosure

The Board has designated the Company secretary as the person responsible for overseeing and coordinating disclosure of information to the ASX as well as communicating with the ASX.

The Board has established a written policy for ensuring compliance with ASX listing rule disclosure requirements and accountability at senior executive level for that compliance. A copy of the continuous disclosure policy is available on the Company’s website under “Corporate Governance”.

The Board Respects the Rights of Shareholders

The Company respects the rights of its shareholders and to facilitate the effective exercise of those rights, by promoting effective communication with shareholders and encouraging shareholder participation at annual general meetings, the Company has established a communications strategy which is available on the Company’s website under “Corporate Governance”.

The Board Recognises and Manages Risk
The Company is committed to the identification, monitoring and management of material business risks of its activities via its risk management framework. The Board has been in the process of developing a policy for the oversight and management of material business risks for a period of time and has formally established this policy. A copy of the risk management policy is available on the Company’s website under “Corporate Governance”.

The Board assumes ultimate responsibility for the oversight and management of material business risks and satisfies itself annually, or more frequently as required, that management has developed and implemented a sound system of risk management and internal control to manage the Company’s material business risks. The Board delegates the detailed work of this task to the Risk Management Committee (established subsequent to the end of the financial year) and the Board periodically reviews this work. A key element in the risk management framework will be the reporting by management on the Company’s key risks. The Risk Management Committee will oversee the adequacy and content of risk reporting from management. Based on reports compiled throughout the year, the Risk Management Committee will prepare an annual summary report to the Board to indicate the effectiveness of the Company’s management of its material business
risks.

Except for assurances from the Chief Financial Officer and the person(s) appointed to perform the functions of a Chief Executive in relation to financial reporting risks, the Board has not received a report from the Risk Management Committee on whether the Company's material business risks are being managed effectively because the Company is in the process of reviewing its risk management framework given the Company's stage of development and future direction. However, as the risk management framework review is completed, the aim is to implement risk management reporting on a periodic basis, by or for the risk management committee to ensure that it designs and implements an appropriate risk management system, and then be in a position to report as to the effectiveness of the Company's management of material business risks. Refer to Note 25 of Notes to the Accounts for a summary of financial risks.

Attestations by Person(s) Performing a Chief Executive Function and Chief Financial Officer

In accordance with recommendation 7.3 of the ASX Corporate Governance Principles and Recommendations, the person(s) appointed to perform a chief executive function and Chief Financial Officer have stated in writing to the Board that:

    The statement given in accordance with section 295A of the Corporations Act, is founded on a sound system of risk management and internal control which implements the policies adopted by the Board;
   and;
    The Company’s risk management and internal control system is operating efficiently and effectively in all material respects in relation to financial reporting risks.

The Board Remunerates Fairly and Responsibly

Australasia Gold has not established a Remuneration Committee. Those activities, normally the
responsibility of a Remuneration Committee, are undertaken by the Board as a whole.

Remuneration Report and Remuneration Policies

The Board has established a policy to ensure that it remunerates fairly and responsibly. The remuneration philosophy of the Board is designed to ensure that the level and composition of remuneration is competitive, reasonable and appropriate for the results delivered and to attract and maintain talented and motivated directors and employees.

Non-Executive Directors’ fees are determined within an aggregate Directors’ fee pool limit, which will be periodically approved by shareholders in general meeting. Non-Executive Directors of the Company are entitled to participate in any equity plan of the Company where it is considered an appropriate element of remuneration in situations when the Non-Executive’s skills and xperiences are recognised as important to the Company’s future development. Non-Executive Directors of the Company do not receive retirement benefits, other than statutory superannuation entitlements.

Further details on the structure of Executive Directors, Non-Executive Directors and Senior Executives’ remuneration are set out in the remuneration report on pages 10 and 11 of this annual report.

Personnel of the Company are not permitted to enter into transactions with securities (or any derivative thereof) which limit the economic risk of any unvested entitlements awarded under any equity-based remuneration scheme, or otherwise awarded, or which will be offered by the Company in the future.

Governance Documents

1. AAO Board Charter (30 KB)

2. AAO Code of Conduct (55 KB)

3. AAO Securities Trading Policy.(30 KB)

4. AAO Continuous Disclosure Policy (40 KB)

5. AAO Communication Strategy (25 KB)

6. AAO Risk Management Committee Charter (65 KB)

7. AAO Risk Management Policy (30 KB)

8. AAO Performance Evaluation Process (25 KB)

9. AAO Remuneration and Nomination Policy (25 KB)