Announcement PDF Rules 4.7.3 and 4.10.3 Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations Name of entity Provaris Energy Ltd ABN/ARBN Financial year ended: 53 109 213 470 30 June 2023 Our corporate governance statement 1 for the period above can be found at: 2 ☐ These pages of our annual report: ☒ This URL on our website: https://www.provaris.energy/contact - (Bottom of page under Corporate Directory-Corporate Governance) The Corporate Governance Statement is accurate and up to date as at 27 September 2023 and has been approved by the board. The annexure includes a key to where our corporate governance disclosures can be located. 3 Date: 28 September 2023 Name of authorised officer authorising lodgement: Norman Marshall – Company Secretary 1 “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. 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 Listing Rule 4.10.3. Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3. The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately. 2 Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable. 3 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. See notes 4 and 5 below for further instructions on how to complete this form. ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 1 Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES PROVARIS ENERGY LTD (ABN: 53 109 213 470) CORPORATE GOVERNANCE STATEMENT The Board of Directors (Board) of Provaris Energy Ltd (ASX Code: PV1) (Company) is responsible for the overall corporate governance of the Company and its subsidiary companies (Group). The Board governs all matters relating to the strategic direction, policies, practices, management, and operations of the Group, with the objective of protecting the interests of all Stakeholders (see definition below). The Board has implemented the Corporate Governance Principles and Recommendations of the ASX Corporate Governance Council to the extent considered appropriate for the current size and nature of the Company’s operations and related activities. The table below summarises the Group’s compliance status with the Corporate Governance Council’s Corporate Governance Principles and Recommendations 4th Edition, with any recommendation exceptions disclosed and the reasons for not following the recommendations. The Company has adopted a Corporate Governance framework which provides the written terms of reference for the Company’s corporate governance process and duties. This Statement was approved by the Company’s Board of Directors on 27 September 2023. The Board Charter and Policies document referenced in this Statement can be accessed on the Company’s website at: https://www.provaris.energy/contact - (Bottom of page under Corporate Directory-Corporate Governance) Definitions: Stakeholder(s) means a party that has an interest in the Company and can either affect or be affected by the Company’s decisions, operations, or financial performance. Stakeholders include (without limitation) the Company’s Shareholders (see definition below), other security holders, officers, employees, suppliers, customers, contractors, and financiers. Shareholder(s) means a person holding shares or other security interests in the Company which entitle them to cast a vote at a Shareholder meeting. ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 2 Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations Recommendations (4th Edition) Compliance Explanation Yes The Company has adopted a Board Charter that sets out the specific roles and responsibilities of the Board, the Chairman, and management and includes a description of those matters reserved to the Board and those delegated to management. Principal 1: Lay solid foundations for management and oversight: Recommendation 1.1 A listed entity should have and disclose a board charter setting out: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management. The Board Charter sets out the specific responsibilities of the Board including requirements as to the composition of the Board, the roles and responsibilities of the Chairman and Managing Director (or equivalent position), the establishment, operation and management of any Board Committees, directors’ access to Company records and information, details of the Board’s relationship with management, details of the Board’s performance review process, and details of the Board’s disclosure policy. The Company’s Board Charter and Policies form an integral part of the Company’s Corporate Governance framework. Recommendation 1.2 Yes (a) The Company has guidelines for the appointment and selection of the Board in its Board Charter. The Company’s Board Charter requires the full Board to ensure appropriate checks (including, as appropriate, character, experience, education, criminal record, and bankruptcy history) are undertaken before appointing a person as a director or putting forward to Shareholders a candidate for election as a director. (b) Under the Board Charter, all material information relevant to a decision on whether, or not, to elect or re-elect a director must be provided to Shareholders in the Notice of Meeting containing the resolution to elect or re-elect a director. A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director. ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 3 Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations Recommendation 1.3 Partially A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. The Board determines those circumstances where a written agreement with a director or senior executive is warranted. At present written agreements have been executed with all executive directors and senior executives. An Appointment Letter has been executed with the Chairman (Greg Martin). However, written agreements have not been executed with the other two non-executive directors as the Board considers that the roles and responsibilities of non-executive directors are clearly defined and understood without a written agreement. Recommendation 1.4 Yes The Board Charter outlines the roles, responsibilities, and accountability of the Company Secretary. In accordance with the Board Charter, the Company Secretary is accountable directly to the Board, through the Chairman, on all matters to do with the proper functioning of the Board and the Company’s compliance with all applicable laws, regulations, and rules including, without limitation, the ASX Listing Rules, ASIC Regulations, and Corporations Act 2001 (Cth). No No formal diversity policy has been established nor measurable objectives for achieving gender diversity in the composition of the Company’s board, senior executives, and workforce generally. The company secretary of a listed entity should be accountable directly to the Board, through the chair, on all matters to do with the proper functioning of the board. Recommendation 1.5 A listed entity should: (a) have and disclose a diversity policy; (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives, and workforce generally; and (c) disclose in relation to each reporting period: 1) the measurable objectives set for that period to achieve gender diversity; 2) the entity’s progress towards achieving those objectives; and 3) either: (A) The Company does not discriminate based on gender. While gender imbalances may occur from time to time, all applicants for positions within the Group are assessed on their merits irrespective of their gender. Given the nature and size of the Company, including its small number of directors and employees and no operating assets, the Board is of the view that the current composition of the Board does not disadvantage the Company and a diversity policy is not necessary. At present the Company has no female directors or employees but numerous of its consultants and contractors include female representatives. the respective proportions of men and women on the board, in senior executive positions and across ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 4 Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations the whole workforce (including how the entity has defined “senior executive” for these purposes); or (B) 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. 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 be to have not less than 30% of its directors of each gender within a specified period. Recommendation 1.6 No A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees, and individual directors; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period. Recommendation 1.7 There is no formal process for periodically evaluating the performance of directors and senior executives. Given the nature and size of the Company, including its small number of directors and employees and no operating assets, the Board monitors the performance of directors and senior executives on an on-going basis and conducts a formal evaluation of their performance as and when the Board considers such is warranted. No As per 1.6. A listed entity should: (a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period. ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 5 Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations Principle 2: Structure the board to be effective and add value Recommendation 2.1 No The Board of a listed entity should: (a) Each director has the experience and skills to appropriately contribute to the nomination of directors (new directors or re-election of directors) and the Company has an independent Chairman and majority of independent directors. have a nomination committee which: 1) has at least three members, a majority of whom are independent directors; and 2) is chaired by an independent director, A director will excuse themself where there is a personal interest or conflict in relation to an issue being considered by the Board. and disclose: 3) the charter of the committee; 4) the members of the committee; and 5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or The Board comprises five directors, 3 of which are independent directors (including the Chairman). Given the above, and the size and nature of the Company, the Board considers that a separate Nomination Committee or Charter are not required at this stage. The requirement for such will continue to be considered by the Board as the Company’s number of employees and operations and related activities grow. (c) if it does not have a nomination committee, disclose that fact and the process 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. Recommendation 2.2 Partially A listed entity should have and disclose a board skills matrix setting out the mix of skills that the Board currently has or is looking to achieve in its membership. Recommendation 2.3 The Company does not have a specific Board skills matrix. However, the Company retains a record of each director’s and senior executive’s relevant skills and experience, extractions of which are available on the Company’s website. Yes The current directors comprise: A listed entity should disclose: Independent: (a) • the names of the directors considered by the board to be independent directors; ASX Listing Rules Appendix 4G (current at 17/7/2020) Greg Martin – Non-Executive Chairman Appointed: 1 February 2022 Page 6 Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations (b) (c) if a director has an interest, position or relationship of the type described in Box 2.3 (see below) but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position or relationship in question and an explanation of why the board is of that opinion; and • the length of service of each director. Executive: Box 2.3 / Factors relevant to assessing the independence of a director. Examples of interests, positions and relationships that might raise issues about the independence of a director of an entity include if the director: • is, or has been, employed in an executive capacity by the entity or any of its child entities and there has not been a period of at least three years between ceasing such employment and serving on the board; Andrew Pickering – Non-Executive Director Appointed: 1 February 2021 • • David Palmer – Non-Executive Director Appointed: 1 November 2021 Martin Carolan – Managing Director & CEO Appointed: 2 April 2019 • Garry Triglavcanin – Chief Development Officer Appointed: 24 November 2016 The Company is satisfied that none of the issues referenced in Box 2.3 impact on the three independent directors’ independence. The directors’ details are included in each Annual Report. • receives performance-based remuneration (including options or performance rights) from, or participates in an employee incentive scheme of, the entity; • is, or has been within the last three years, in a material business relationship (eg as a supplier, professional adviser, consultant or customer) with the entity or any of its child entities, or is an officer of, or otherwise associated with, someone with such a relationship; • is, represents, or is or has been within the last three years an officer or employee of, or professional adviser to, a substantial holder; • has close personal ties with any person who falls within any of the categories described above; or • has been a director of the entity for such a period that their independence from management and substantial holders may have been compromised. In each case, the materiality of the interest, position or relationship needs to be assessed by the board to determine whether it might interfere, or might reasonably be seen to interfere, with the director’s capacity to bring an independent judgement to bear on issues before ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 7 Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations the board and to act in the best interests of the entity as a whole rather than in the interests of an individual security holder or other party. Recommendation 2.4 Yes As per 2.3. The Board comprise 3 independent directors and 2 executive directors. Yes The Chairman is an independent non-executive director. No Given the nature and size of the Company, including its small number of directors and employees and no operating assets, the Board is of the view that all directors currently have sufficient skills, knowledge, and familiarity with the Company and its operating environment, to competently fulfil their roles on the Board, and any Board committees. A majority of the board of a listed entity should be independent directors. Recommendation 2.5 The chairperson of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity. Recommendation 2.6 A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively. All directors are responsible for their own training and development and the Company will favourably consider any request for additional training, including the meeting of the cost of such by the Company. Principle 3: Instill a culture of acting lawfully, ethically and responsibly Recommendation 3.1 Yes The Company’s values are articulated and disclosed on its website at https://www.provaris.energy/ Yes The Company’s Corporate Code of Conduct applies to the Company’s directors, senior executives, and employees. A listed entity should articulate and disclose its values. Recommendation 3.2 A listed entity should: (a) have and disclose a code of conduct for its directors, senior executives, and employees; and (b) ensure that the board or a committee of the board is informed of any material breaches of that code. ASX Listing Rules Appendix 4G (current at 17/7/2020) The Company’s Corporate Code of Conduct (which forms part of the Corporate Governance Framework) is detailed in the Company’s Board Charter and Policies. Page 8 Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations Recommendation 3.3 Yes The Company has a Whistleblower Policy which is detailed in the Company’s Board Charter and Policies. Yes The Company has an Anti-Bribery and Corruption Policy which is detailed in the Company’s Board Charter and Policies. No have an audit committee which: Given the nature and size of the Company, including its small number of directors and employees and no operating assets, the Board considers that a separate audit committee and charter are not required at this stage. 1) has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and The directors each have an active and ongoing participation in the review of the Company’s financial processes and compliance with relevant accounting standards and other statutory requirements. 2) is chaired by an independent director, who is not the chair of the board, The Company has an experienced Chief Financial Officer and external auditor in Ernst & Young. A listed entity should: (a) have and disclose a whistleblower policy; and (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy. Recommendation 3.4 A listed entity should: (a) have and disclose an anti-bribery and corruption policy; and (b) ensure that the board or a committee of the board is informed of any material breaches of that policy. Principle 4: Safeguard the integrity of corporate reports Recommendation 4.1 The board of a listed entity should: (a) and disclose: 3) the charter of the committee; 4) the relevant qualifications and experience of the members of the committee; and 5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 9 Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations (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. Recommendation 4.2 Yes The Company’s Board requires the CEO and CFO (or equivalent financial officer) to provide the required declaration with respect to its financial statements. Such signed declaration is submitted to the Board at the time the financial statements and other statutory compliance documents are presented to the Board for consideration and approval. Yes All corporate reports released to the market (including the Company’s Quarterly Activities Report and Appendix 4C Cash Flow Report) are either (a) internally reviewed and require Board approval prior to release or (b) internally and externally reviewed and require Board approval prior to release. Yes The Company has a Disclosure Policy which is detailed in the Company’s Board Charter and Policies. Yes All market announcements are submitted to the Board on the same day they are released to the market. The board of a listed entity should, before it approves the entity’s financial statements for a financial period, 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. Recommendation 4.3 A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor. Principle 5: Make timely and balanced disclosure Recommendation 5.1 A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1. Recommendation 5.2 A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made. ASX Listing Rules Appendix 4G (current at 17/7/2020) Where it is considered that a market announcement may be material or particularly market sensitive the announcement is submitted to, and approved by, the Board prior to its release to the market. Page 10 Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations Recommendation 5.3 Yes All material investor presentations or presentations containing previously non-public information are released on the ASX Market Announcements Platform prior to disseminating to investors/analysts. Yes Information about the Company and its governance, including the below listed documents, are available on the Company’s website at: https://www.provaris.energy/ A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation. Principle 6: Respect the rights of security holders Recommendation 6.1 A listed entity should provide information about itself and its governance to investors via its website. • • • Recommendation 6.2 Yes A listed entity should have an investor relations program that facilitates effective two-way communication with investors. Recommendation 6.3 A listed entity should disclose how it facilitates and encourages participation at meetings of security holders. Corporate Governance Statement Company Constitution Board Charter & Policies The Company has a Security Holder Communication Policy which is detailed in the Company’s Board Charter and Policies. The policy outlines the range of ways in which information is communicated to Shareholders, other Stakeholders, and the broader market. Yes The Company has a Security Holder Communication Policy which is detailed in the Company’s Board Charter and Policies. The Company maintains a website, at: https://www.provaris.energy/ which provides comprehensive information on the Company’s financials, compliance, and operational status, together with access to all statutory reports and ASX releases. All Shareholders receive an invitation to attend or participate in all General Meetings of Shareholders. Each Notice of Meeting details how Shareholders can submit questions prior to the meeting and how to ask questions during the meeting. ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 11 Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations Recommendation 6.4 Yes The Company requires that all substantive Shareholder resolutions at a General Meeting are decided by a poll. Yes The Security Holder Communication Policy provides that security holders can register with the Company to receive electronic notifications. A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands. Recommendation 6.5 A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically. The Company’s website also provides contact information for Shareholders to electronically communicate with the Company. Principle 7: Recognise and manage risk Recommendation 7.1 The Board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: 1) has at least three members, a majority of whom are independent directors; and 2) is chaired by an independent director, and disclose: 3) the charter of the committee; No The Company does not have a risk committee. Given the nature and size of the Company, including its small number of directors and employees, the fact it has no operating assets, and the close involvement of all directors in the Company’s activities, the Board considers that a separate risk management committee and charter are not required at this stage. The requirement for a separate risk committee and charter will continue to be considered by the Board as the Company’s operations and related activities grow. 4) the members of the committee; and 5) as at the end of each reporting period, the number of times the committee met throughout 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. ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 12 Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations Recommendation 7.2 No The board or a committee of the board should: (a) (b) Refer to the answer to Recommendation 7.1. The Board continually considers the Company’s risk management framework and need for a separate risk committee and charter. review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the board; and