Corporate Governance

The primary responsibility for the Board is to represent and advance Shareholder’s interests and to protect the interests of all stakeholders. To fulfil this role the Board is responsible for the overall corporate governance of the Company including its strategic direction, establishing goals for management and monitoring the achievement of these goals.

The Board recognises the need for the Company to operate with the highest standards of behaviour and accountability.

The Company has adopted the ASX Corporate Governance Principles and Recommendations with some amendments where applicable after giving consideration to the Company’s size and the resources it has available.

As the Company’s activities develop in size, nature and scope the implementation of additional corporate governance structures will be given further consideration.

A summary of the Company’s key policies is as follows.

Board and Senior Executive Evaluation

The Board considers the ongoing development and improvement of its own performance as critical input to effective governance. The Board undertakes an annual evaluation of its effectiveness as a whole. The Chairman reviews the individual performance of each Board member annually.

All senior executives of Gibb River Diamonds Limited are subject to an annual performance evaluation. Each year, senior executives establish a set of performance targets with her or his superior. These targets are aligned to overall business goals and requirements of the position. In the case of the Managing Director, these targets are established between the Managing Director and the Board.

Code of Conduct

The Board, management and all employees of Gibb River Diamonds Limited are committed to implementing Gibb River Diamonds Limited’ core principles and values as stated in this Code of Conduct when dealing with each other and with customers, suppliers, government authorities, creditors and the wider community.

Gibb River Diamonds Limited is dedicated to delivering outstanding performance for investors and employees. Gibb River Diamonds Limited aspires to be a leader in its field while operating openly, with honesty, integrity and responsibility and maintaining a strong sense of corporate social responsibility. In maintaining its corporate social responsibility Gibb River Diamonds Limited will conduct its business ethically and according to its values, encourage community initiatives, consider the environment and ensure a safe, equal and supportive workplace.

Continuous Disclosure

In accordance with the ASX Listing Rules, Gibb River Diamonds Limited will immediately notify the ASX of information concerning Gibb River Diamonds Limited that a reasonable person would expect to have a material effect on the price or value of Gibb River Diamonds Limited securities.

The only exception to this requirement is where the ASX Listing Rules do not require such information to be disclosed.

Upon confirmation of receipt from the ASX, Gibb River Diamonds Limited will post all information disclosed to ASX on its website.

Selection of External Auditor

The Board identifies and recommends an appropriate external auditor for appointment, in conjunction with senior management and/or Gibb River Diamonds Limited in general meeting. The appointment is made in writing.

The external auditor is required to rotate its audit partners so that no partner of the external auditor is in a position of responsibility in relation to Gibb River Diamonds Limited’ accounts for a period of more than five consecutive years. Further, once rotated off Gibb River Diamonds Limited’ accounts, no partner of the external auditor may assume any responsibility in relation to Gibb River Diamonds Limited’ accounts for a period of five consecutive years.

Non-executive Directors Remuneration

Selection and Appointment of New Directors

Candidates for the Board are considered and selected by reference to a number of factors which include, but are not limited to, their relevant experience and achievements, compatibility with other Board members, credibility within Gibb River Diamonds Limited’ scope of activities, and intellectual and physical ability to undertake Board duties and responsibilities. Directors are initially appointed by the full Board, subject to election by shareholders at the next general meeting.

Risk Management

Risk recognition and management are viewed by Gibb River Diamonds Limited as integral to the Company’s objectives of creating and maintaining shareholder value, and the successful execution of the Company’s mineral exploration and development.

There are a range of specific risks that have the potential to have an adverse impact on Gibb River Diamonds Limited’ business. The Company has developed a framework for a risk management policy and internal compliance and control system which covers organisational, financial and operational aspects of the Company’s affairs.

Security Trading

Gibb River Diamonds Limited recognises that directors, officers and employees may hold securities in Gibb River Diamonds Limited and that most investors are encouraged by these holdings. It is the responsibility of the individual director, officer or employee to ensure that any trading by the director, officer or employee complies with the Corporations Act 2001, the ASX Listing Rules and Company Policy.

Director, Officer, Employee or Potential Insider (including such parties as advisors and consultants who have access to, or are involved with confidential information ) includes a director, officer or employee of Gibb River Diamonds Limited, the director’s, officer’s or employee’s immediate family (includes a person or persons under the control or influence of the director, officer or employee) and related entities controlled by the director, officer or employee or members of the immediate family.

A breach of this policy may lead to disciplinary action. It may also be a breach of the law.

The Company has established procedures and protocols to be complied with if a director, officer or employee wishes to trade in the Company’s securities.

Senior Executives Remuneration

Gibb River Diamonds Limited is committed to remunerating its senior executives in a manner that is market competitive, consistent with best practice and supports the interests of shareholders. Consequently, senior executives’ remuneration consists of a fixed salary statutory superannuation and, subject to the terms of their engagement, mobile phone expenses.

All reasonable out of pocket expenses incurred by the senior executive in connection with the performance of duties on behalf of Gibb River Diamonds Limited will be reimbursed.

Shareholder Communication Policy

The Board aims to ensure that shareholders are informed of all major developments affecting Gibb River Diamonds Limited. All shareholders receive the Company’s annual report, and may also request copies of the Company’s half-yearly and quarterly reports. The Board also encourages full participation of shareholders at the Company’s annual general meeting.

In addition, the Company maintains a website at www.gibbriverdiamonds.com which is regularly updated.

Board and Senior Executives Evaluation Policy

The Board of Gibb River Diamonds Limited considers the evaluation of its own and senior executive performance as fundamental to establishing a culture of performance and accountability.

The Board considers the ongoing development and improvement of its own performance as critical input to effective governance. The Board undertakes an annual evaluation of its effectiveness as a whole. The Chairman reviews the individual performance of each Board member annually.

All senior executives of Gibb River Diamonds Limited are subject to an annual performance evaluation. Each year, senior executives establish a set of performance targets with her or his superior. These targets are aligned to overall business goals and requirements of the position. In the case of the Managing Director, these targets are established between the Managing Director and the Board.

The basis of the review is on goals that have been set for Gibb River Diamonds Limited based on corporate requirements and any areas for improvement identified in previous reviews.

External Auditor Selection Policy

Should there be a vacancy for the position of external auditor, Gibb River Diamonds Limited conducts a formal tendering process, either general or selective.Tenders are evaluated in accordance with the criteria, as appropriate from time to time, provided to tenderers.

Non-Executive Directors Remuneration Policy

Non-executive Directors are paid their fees out of the maximum aggregate amount approved by shareholders for the remuneration of Non-Executive Directors. The sum each Non-Executive Director is paid is determined by the Board from time to time. Additional fees may be paid for participation on Board Committees, however, the total fees paid to Non-Executive Directors, including fees paid for participation on Board Committees, are kept within the total amount approved by shareholders.

Non-Executive Directors do not receive performance-based bonuses.Non-Executive Directors do not have the opportunity to participate in equity schemes of Gibb River Diamonds Limited. Non-Executive Directors are entitled to statutory superannuation and have their indemnity insurance paid by Gibb River Diamonds Limited.

All reasonable out of pocket expenses incurred in connection with the performance of a non-executive’s duties on behalf of Gibb River Diamonds Limited will be reimbursed.

Policy for Selection and Appointment of New Directors

Diversity Policy

The Company recognises that a diverse and talented workforce is a competitive advantage and that the Company’s success is the result of the quality and skills of our people. Our policy is to recruit and manage on the basis of qualification for the position and performance, regardless of gender, age, nationality, race, religious beliefs, cultural background, sexuality or physical ability. It is essential that the Company employs the appropriate person for each job and that each person strives for a high level of performance.

Corporate Governance Best Practice Recommendations & Departures

Full details of a selection of Gibb River Diamonds Limited’ corporate governance policies are set out below.