Looking to the Future by Utilising the Past

CONTINUOUS DISCLOSURE AND COMPLIANCE POLICY GUIDELINES

INTRODUCTION

Nagambie is committed to open communications with the market on a prompt and regular basis. Nagambie has responsibilities under Corporations Act [and the ASX Listing Rules]. These responsibilities require Nagambie to immediately release all "price sensitive information" to the market outside scheduled reporting events.

[There are exceptions to ASX Listing Rule 3.1 where, for example, the information concerns an incomplete proposal or negotiation or where the information comprises matters of supposition or is insufficiently definite to warrant disclosure. In order for the exceptions to apply, the information needs to be confidential and a reasonable person would not expect the information to be disclosed.]

These guidelines have been prepared in order to set out procedures as to the application of continuous disclosure and to assist Nagambie interpret the application of such policies.

This Continuous Disclosure and Compliance Policy has been formally approved by the Board. Details of the Policy will be disclosed in the annual report of Nagambie on an annual basis together with a brief comment on Nagambie's practices with respect to such disclosure.

DISCLOSURE OBLIGATIONS

Nagambie has adopted this Continuous Disclosure and Compliance Policy to ensure that Nagambie complies with its disclosure obligations under the Corporations Law [and the Listing Rules of the ASX. The main ASX continuous disclosure requirement is set out in Listing Rule 3.1, which essentially requires Nagambie to immediately notify the ASX of information concerning Nagambie of which it is or becomes aware and which a reasonable person would expect to have a material effect on the price or value of securities of Nagambie. Materially price sensitive information must be immediately notified to the ASX unless it falls within the scope of the confidentiality exemption contained in Listing Rule 3.1.

AUDIT AND RISK COMMITTEE

To oversee the implementation and operation of the Continuous Disclosure and Compliance Policy, an Audit and Risk Committee of the Board has been established. In respect to Continuous Disclosure and Compliance, the Audit and Risk Committee will be responsible for receiving and reviewing information from reporting officers and making disclosures [to the ASX.] Your primary contact point on the Audit and Risk Committee will be the Company Secretary and you are free to contact him/her if your have any questions about the program.

Upon receipt of a report from a reporting officer, the Company Secretary will distribute the report as a matter of urgency to the Audit and Risk Committee members and convene a meeting of the Audit and Risk Committee. The Audit and Risk Committee may convene a meeting by telephone, or other electronic means of audio or audio-visual communication.

If an Audit and Risk Committee member is not available the remaining two attending Audit and Risk Committee members may make a decision whether to disclose the information [to the ASX]. If the remaining two Audit and Risk Committee members cannot agree whether to disclose the information [to the ASX], then they should seek legal advice.

If two Audit and Risk Committee members are not available, the remaining Audit and Risk Committee member may make a decision to disclose the information after receiving appropriate legal advice.

REPORTING OFFICERS

Reporting officers have been appointed by the CEO. A reporting officer is responsible to:

  • ensure that management in their area of responsibility are aware of the Company‘s Continuous Disclosure and Compliance Policy and seek to ensure that management immediately provides the reporting officer with all material information
  • review information provided by management and otherwise obtained by them from the company‘s reporting systems to determine whether the information is material
  • report material information to the Audit and Risk Committee.

INFORMATION TO BE REPORTED

To the extent these matters are relevant to a reporting officer's area of responsibility, they should ensure that they will be able to obtain information on these matters on a timely basis. However, there may be matters outside the checklist which a reporting officer may consider to be sufficiently material to report to the Audit and Risk Committee. If they are in any doubt, they should discuss this with the Company Secretary.

MATERIALITY GUIDELINES

It is Nagambie‘s policy that price sensitive information should be disclosed to all stakeholders on a timely basis, subject to the various exemptions to such disclosure. Price sensitive information may include, depending on its nature and subject to the matters set out below:

  • material changes in financial performance
  • material changes to expected future financial performance
  • changes in Directors and Senior Executives
  • mergers, acquisitions / divestments, material joint ventures or material changes in assets
  • material developments in regard to new projects or ventures
  • events regarding Nagambie's shares or securities
  • substantial litigation
  • industry issues or decisions by regulatory bodies of significance that may impact Nagambie

The above list is not exhaustive. Skill and judgment is required to assess all the circumstances in assessing whether a matter is considered "price sensitive information".

Whether a matter is material needs to be considered from both a quantitative viewpoint (e.g. a claim for more than a specified amount) and a qualitative viewpoint (e.g. if it could adversely affect the reputation on the company). Matters which you consider to be material having regard to the Materiality Guidelines should be immediately reported to the Company Secretary. If you are in any doubt as to whether a matter is material then you should nevertheless immediately notify it to the Company Secretary for further consideration.

Nagambie will ensure that all price sensitive information is released to the market on a timely basis, notwithstanding whether such information has a positive or negative sentiment.

CONFIDENTIALITY GUIDELINES

Under ASX Listing Rule 3.1, certain material information does not need to be disclosed if it falls within the scope of the confidentiality exemption in that Listing Rule. It is imperative that all material information be immediately disclosed to the Company Secretary. Only the Audit and Risk Committee can decide that a matter should not be disclosed because it falls within the confidentially exemption. However, to assist the Audit and Risk Committee in making these decisions, you should provide details as to why you consider the information may be confidential.

If you consider that information could be confidential, then you should take all necessary steps to ensure that the information remains confidential. For instance, that information should not be disclosed to journalists or to other parties except on the basis of a written confidentiality undertaking.

REPORTING

You should immediately report all material information to the Company Secretary. If no material information regarding your area of responsibility arises during the course of a month, then at the end of the month you should nevertheless provide a negative report to the Audit and Risk Committee.

It is important that your report contains sufficient details to allow the Audit and Risk Committee to form a view as to whether the information is material and to prepare the appropriate form of disclosure, if necessary. You should also state for each matter whether you consider the information is confidential and the reasons for forming that view.

COMMUNICATION

Nagambie will communicate all announcements to the ASX by facsimile or by electronic means as permitted by ASX and will ensure that it retains a confirmation that the announcement has been received by the ASX prior to releasing the information to other parties. [Nagambie will post all announcements to its website within twenty-four hours of submitting an announcement to the ASX.]

AUTHORISED SPOKESPERSONS

Nagambie will also nominate specific representatives who are permitted to communicate with external parties including shareholders, analysts and the market. These representatives are known as "Authorised Spokespersons".

The Authorised Spokespersons of Nagambie are:

  • Chairman of the Board of Directors
  • CEO
  • Company Secretary in relation to ASX Disclosures approved by the Audit and Risk Committee.

Other Directors and executives should refrain from commenting to any party unless specifically authorised to do so by the Board, the Chairman or the CEO.

MARKET RUMOURS

Nagambie will take appropriate action to limit the likelihood of market rumours or information leaks. This will be achieved by:

  • ensuring that external advisors (as appropriate) and staff are subject to confidentiality limitations. Nagambie's employment contract with staff contains confidentiality provisions
  • limiting the dissemination of confidential information to those parties who "need to know" the information
  • developing an internal culture that recognizes and accepts the need for good governance generally and, in particular, recognises the need for confidentiality.

Where there are market rumours or leaks, the Chairman and CEO will consider immediately, and after consideration of all the circumstances, will decide on a course of action. In some cases this will require further disclosure to the ASX to ensure that all parties have equal access to information. If necessary, legal advice will be obtained to ensure that the response is appropriate.

BRIEFINGS

Nagambie will refrain from providing briefings to analysts and institutional investors leading up to the release of half yearly and yearly results. As a guide, a "blackout period" of 30 days prior to the release of half yearly and yearly results will normally be imposed, during which period Nagambie will not provide direct or indirect briefings to analysts.

In any event where briefings occur, Nagambie will ensure that information is disclosed only where it has previously been announced to the market. Briefings may be used to clarify information previously released however price sensitive information should not be provided unless it has been previously disclosed.

Only an Authorised Spokesperson may make presentations at any analyst briefing. The scope of any such discussions should be agreed in writing prior to the meeting with the analysts. Nagambie will ensure that prior to the meeting the analysts are aware that Nagambie is unable to provide price sensitive information which has not been disclosed.

On all occasions Nagambie will be cautious in responses to questions, and where appropriate refrain from answering questions to ensure that all parties have access to available information. Nagambie should not speculate regarding expected future performance or actual past performance unless the market has been informed in this regard.

Nagambie should regularly inform the market of past performance against budget, the expected future results and any revisions of expectations. Such information must be provided to the market as a whole rather than to specific stakeholders. In the event that information is inadvertently disclosed that is price sensitive, Nagambie will immediately release this information to the market.

REVIEW OF PROGRAM

The Continuous Disclosure and Compliance Policy will be reviewed regularly by the Audit and Risk Committee and the Board, having regard to the changing circumstances of Nagambie and any changes to the Policy will be notified to you in writing.

Updates and amendments to this Policy will be the responsibility of the Company Secretary. All new management or other relevant staff will be provided with a copy of this Policy as part of their induction into Nagambie. Any updates or amendments as approved by the Board will be notified to appropriate officers and staff by the Company Secretary.

REPORTING TO THE BOARD

On a six monthly basis (or more regularly, if appropriate), the Company Secretary will report to the Board in regards to compliance issues relating to this Policy. Material non-compliance with these policies will be reported to the full Board immediately.

DISCLOSURE

The Board will make appropriate disclosure to shareholders in Nagambie's Annual Report of the key aspects of this Policy on Disclosure and Compliance, including explaining any departure from the best practice recommendations set out in the Australian Stock Exchange Corporate Governance Council Principles of Good Corporate Governance and Best Practice Recommendations.

CODE OF CONDUCT

1. INTRODUCTION

The Board of Directors of Nagambie Mining Limited ("the Company") is responsible for the corporate governance of the Company. The Board guides and monitors the business and affairs of the Company on behalf of the shareholders by whom they are elected and to whom they are accountable.

This Code of Conduct ("the Code") has been prepared in accordance with the ASX Corporate Governance Council's Best Practice Recommendations.

All Directors and employees are required to comply with the corporate governance policies and standards described in this Code. Consultants, contractors and partners working with or for the Company should be informed of the relevant principles and of the requirement that they act in accordance with them.

The principles and procedures set out in this Code are not exhaustive; they are practical guides on how the Company, its Directors and employees are required to conduct themselves in order to maintain high standards of corporate governance and ethical behaviour in all dealings and activities.

2. COMPLIANCE WITH LAWS

Nagambie must comply with the law and, where it is clear, the spirit of all laws and regulations relating to their business conduct. It is every employee's responsibility to ensure that they fully understand all laws and regulations relevant to their work.

Ignorance of the law does not excuse the Company or its employees from their obligations to comply. Breach or non-compliance carries potentially serious consequences for the Company and its employees. If employees are unclear about any law or regulation relating to their work, they should raise the matter with their manager or supervisor who may seek legal advice if necessary.

3. RESPONSIBILITIES

3.1. Shareholders and the financial community generally

The Board is committed to maximizing performance, generating appropriate levels of Shareholder value and financial return.

The Board is therefore concerned to ensure that the Company is probably managed to protect and enhance Shareholder interests and that the Company, its directors, officers and employees operate in an appropriate environment of corporate governance.

3.2. Clients, customers, consumers and individuals

The Company, its directors and employees must treat all clients, customers, consumers and individuals fairly and with respect.

3.3. Board composition

Corporate Governance Council recommendation 2.1 requires the majority of the Board to be independent directors. Recommendation 2.2 requires the Chairperson to be independent. Recommendation 2.3 requires the role of Chairperson and CEO should not be exercised by the same person.

4. DISCLOSURE POLICY

4.1. Disclosure Obligations Nagambie is committed to open communications with the market on a prompt and regular basis in compliance with the Corporations Act and the ASX Listing Rules.

Under ASX Listing Rule 3.1, Nagambie must immediately notify the ASX of information concerning Nagambie of which it is or becomes aware and which a reasonable person would expect to have a material affect on the price or value of securities of Nagambie. Materially price sensitive information must be immediately notified to the ASX unless it falls within the scope of the confidentiality exemption contained in Listing Rule 3.1.

4.2. Material Price Sensitive Information

Material Price sensitive information may include inter alia:

  • material changes in financial performance;
  • material changes to expected future financial performance;
  • changes in directors and senior executives;
  • mergers, acquisitions/divestments, material joint ventures or material changes in assets;
  • material developments in regard to new projects or ventures;
  • events regarding Nagambie's shares or securities;
  • substantial litigation; and
  • industry issues or decisions by regulatory bodies of significance that may impact Nagambie.

Skill and judgment is required to assess all the circumstances in assessing whether information may be considered ‘price sensitive'. Nagambie will ensure that all price sensitive information is released to the market on a timely basis, notwithstanding whether such information has a positive or negative sentiment.

4.3. Confidentiality

Under ASX Listing Rule 3.1, certain material information does not need to be disclosed if it falls within the scope of the confidentiality exemption in that Listing Rule. Therefore, once it is determined that a matter is material, it should be considered whether it could be considered confidential.

It is imperative that all material information be immediately disclosed to the Directors and the Company Secretary. If the information is considered to be confidential, then all necessary steps should be taken to ensure that the information remains confidential.

4.4. Announcements and Releases

Management of Nagambie is responsible for the form and content of a disclosure to the market. If necessary, management may consult Nagambie external professional advisers in relation to the form and content of a disclosure.

Nagambie will communicate all announcements to the ASX by facsimile or by electronic means as permitted by the ASX. Nagambie will also ensure that it retains a confirmation that the announcement has been received by the ASX prior to releasing the information to other parties. Nagambie will post all announcements to its website within 24 hours of submitting an announcement to the ASX.

At all times management of Nagambie will use its best endeavours to provide each Executive Director and Non-Executive Director and Company Secretary with a reasonable opportunity to comment on the form and content of a proposed disclosure and, as far as is reasonably practicable, for each Director to consent to the release of the proposed disclosure.

The Company Secretary is to provide a copy of the disclosure to the ASX Company Announcements Office. The ASX Company Announcements Office must confirm receipt of the disclosure and release to the market prior to Nagambie disclosing the information. Upon confirmation of receipt by the ASX Company Announcements Office of a disclosure, Nagambie must immediately post a copy of the disclosure on the investor information section of Nagambie's website.

4.5. Trading Halts and Suspensions

If information that would otherwise be disclosed comprises of matters of supposition or is insufficiently definite to warrant disclosure, or if the effect of a disclosure on the value or price of Nagambie's securities is unknown, Nagambie may request that the ASX grant a trading halt or suspend Nagambie's securities from quotation. Management of Nagambie may consult Nagambie's external professional advisers and the ASX in relation to whether a trading halt or suspension is required.

4.6. Company Spokespersons

Nagambie will also nominate specific representatives who are permitted to communicate with external parties including shareholders, analysts and the market. These representatives are known as 'Authorised Spokespersons'.

The Authorised Spokespersons of Nagambie are:

  • Chairman of the Board of Directors;
  • the Chief Executive Officer; and
  • Company Secretary in relation to ASX disclosures

Other directors and executives should refrain from commenting to any party unless specifically authorised to do so by the Board, the Chairman or the Chief Executive Officer.

4.7. Overseeing and Coordinating Disclosure

The Company Secretary of Nagambie is responsible for overseeing and coordinating the disclosure of information to the ASX, analysts, stockbrokers, shareholders, the media and the public. The Company Secretary must inform the Directors, senior management and employees of Nagambie's continuous disclosure obligations on a quarterly basis.

Nagambie must inform all newly appointed Directors, new employees and external professional advisers of its continuous disclosure history and policy.

4.8. Monitoring Disclosures

The Directors and senior management personnel of Nagambie must ensure that the Secretary is aware of all information to be presented at briefings with analysts, stockbrokers, shareholders, the media and the public. Prior to being presented, information that has not already been the subject of disclosure to the market and is not generally available to the market must be the subject of disclosure to the ASX. Only when confirmation of receipt of the disclosure and release to the market by the ASX is received and after the information is posted on the company's website, may the information be presented.

4.9. Rumours, Leaks and Inadvertent Disclosures

Nagambie will take appropriate action to limit the likelihood of market rumours or information leaks. This will be achieved by:

  • ensuring that external advisors (as appropriate) and staff are subject to confidentiality limitations. Nagambie's employment contract with staff contains confidentiality provisions
  • limiting the dissemination of confidential information to those parties who "need to know" the information
  • developing an internal culture that recognizes and accepts the need for good governance generally and, in particular, recognises the need for confidentiality.
  • Where there are market rumours or leaks, the Chairman and CEO will consider immediately, and after consideration of all the circumstances, will decide on a course of action. In some cases this will require further disclosure to the ASX to ensure that all parties have equal access to information. If necessary, legal advice will be obtained to ensure that the response is appropriate.

Nagambie will conduct regular reviews of briefings to analysts, stockbrokers, shareholders, the media and the public to determine whether any information that has not been the subject of disclosure to the ASX and release to the market announcement has been disclosed. If such information is identified Nagambie will follow its policy in relation to identifying material information to determine whether a disclosure is warranted.

4.10. Briefings

Nagambie acknowledges that from time to time it will provide briefings to analysts and institutional investors.

Where briefings occur, Nagambie will ensure that information is disclosed only where it has previously been announced to the market. Briefings may be used to clarify information previously released however price sensitive information should not be provided unless it has been previously disclosed.

Only an Authorised Spokesperson may make presentations at any analyst briefing. The scope of any such discussions should be agreed in writing prior to the meeting with the analysts. Nagambie will ensure that prior to the meeting the analysts are aware that Nagambie is unable to provide price sensitive information which has not been disclosed.

On all occasions Nagambie will be cautious in responses to questions, and where appropriate refrain from answering questions to ensure that all parties have access to available information. Nagambie should not speculate regarding expected future performance or actual past performance unless the market has been informed in this regard.

Nagambie should regularly inform the market of past performance against budget, the expected future results and any revisions of expectations. Such information must be provided to the market as a whole rather than to specific stakeholders. In the event that information is inadvertently disclosed that is price sensitive, Nagambie will immediately release this information to the market.

5. TRADING IN SECURITIES

5.1. Trading in the Company's securities by Directors, Executives and Staff

Trading in the Company's securities by Directors, Executives and Staff of the Company should only occur in circumstances where the market is considered to be fully informed of the Company's activities. This policy requires that Directors, Executives and Staff discuss their intention to trade in the Company's securities with the Chairman prior to trading. Directors, management and staff are expected to act ethically and responsibly. All Board members are qualified professionals within their respective industries and accordingly conduct themselves in a professional and ethical manner in both their normal commercial activities and the discharge of their responsibilities as directors.

This notification obligation operates at all times and applies to dealings in the Company's securities by family members and other associates of directors and employees, as well to personal dealings by the directors and employees. Directors and employees must not buy or sell the Company's securities until approval has been given by the Chairman and Managing Director as the case requires.

The ASX Listing Rules require a director to notify the ASX within 5 business days after any dealing in the Company's securities that results in a change in the relevant interests of the director in the Company's securities.

Investments in other entities by management or staff are not permitted if it is known that the Company has commenced a program to buy or sell investments in that entity.

The Company adheres strictly to the disclosure requirements in the Corporations Act and the ASX Listing Rule of any trading undertaken by Directors or their related entities in the Company's securities.

5.2. Insider trading Insider trading is prohibited by law.

A Director or employee must not use any confidential information regarding the Company's financial position, strategy or operations for personal gain. It is also unlawful to pass price-sensitive information to someone who you know may use the information to buy or sell securities in the Company, or to encourage a third party to deal in the securities of the Company. Employees must exercise the highest degree of caution if they are aware of price-sensitive information.

There are serious penalties including possible imprisonment for violation of these laws.

6. CONFIDENTIALITY

Employees are required to protect the proprietary, commercial and other information that is confidential to the Company. These obligations of confidentiality continue after the employee's employment with the Company ends.

Confidentiality provisions should be included as a term of arrangement for consultants, contractors and other parties who provide services to the Company.

Managers and supervisors are responsible for ensuring that arrangements are in place for protecting sensitive and confidential information of the Company.

Employees must ensure that the confidentiality of personal information contained in company records is strictly maintained. Confidential personal information should not be provided to other employees unless they require it to perform their jobs. Information relating to employment records, salaries, addresses, etc. should be released to external organisations only if required by local law or upon receiving permission from the relevant employee.

7. EMPLOYMENT

7.1. Directors' performance appraisal

The Directors' remuneration is considered and determined by the Board having regard to qualifications, expertise and market rates. The Board meets annually to assess the performance of the Chairman, the Directors and the Board as a whole.

A performance appraisal and Board review is scheduled for May of each year. The aim is to conduct an objective assessment of the performance of each Director, including the Chairman, and the Board as a whole. The results will provide the Chairman with meaningful material with which to discuss individual performance with each Director and for the Board to discuss the performance of the Chairman.

The Company's objective is to provide maximum shareholder benefit and the retention of high quality Board members and the Executives. Directors and Executives are remunerated with reference to market rates for comparable positions. Details of the remuneration of specified Directors and Executives are contained in the Directors' Report.

7.2. Employment practices

The Company is committed to providing a work environment that is safe and in which everyone is treated fairly and with respect.

Employment with Nagambie must be offered and provided based on merit. All employees and applicants for employment should be treated and evaluated according to their job-related skills, qualifications, abilities and aptitudes only. Decisions based on attributes unrelated to job performance (eg. race, colour, gender, religion, personal associations, national origin, age, disability, political beliefs, marital status, sexual orientation, family responsibilities, etc.) may constitute discrimination and are prohibited.

Decisions relating to suppliers, customers, contractors and other stakeholders are also based on the above merits.

The Company prohibits any form of discrimination or harassment. Actions that constitute discrimination and harassment are regarded by the Company as serious misconduct.

If you have any complaints regarding your employment, you are encouraged to speak to your manager or supervisor, the Human Resources Manager or any of the Directors.

7.3. Encouraging the reporting of unlawful/unethical behaviour

The Directors will take all relevant steps to promote this Code. Employees are encouraged to report any breaches to a manager or supervisor, the Human Resources Manager or a Director. The Company and the Directors will work to ensure that the matter is dealt with promptly and fairly, and that the person making the report is not disadvantaged and the person alleged of wrongdoing is given an opportunity to respond.

8. CONFLICT OF INTEREST

Employees should not engage in activities or hold or trade assets that involve, or could appear to involve, a conflict between their personal interests and the interests of Nagambie (i.e. conflict of interests). Such circumstances could compromise or appear to compromise the employee's ability to make impartial business decisions.

This may include:

  • Neither employees nor their immediate family members should have interests or investments in a competitor, customer, partner, or supplier of Nagambie that would create a conflict of interest. Conflicts of interest would not usually arise out of merely holding shares in such a company if it is listed on a recognized stock exchange. However, conflicts would arise, if for example, an employee had shares in a family company that was a supplier to Nagambie and the employee was able to influence decision making regarding the award of contracts to that company.
  • Similarly, employees should not hold positions in, or have relationships with, outside organisations that have business dealings with Nagambie if the employee's position in the Company allows them to influence these transactions.
  • Other than in exceptional circumstances where particular arrangements may be authorised, no employee should be in a position of influence regarding the employment conditions (e.g. work assignment, compensation, etc) or performance assessment of a family member.
  • Employees should not take additional employment with outside organisations or operate their own business if such employment or activity will create an actual or perceived conflict of interest (e.g. employment with a competitor, customer or supplier).

9. RISK MANAGEMENT

The Company is committed to the proper identification and management of risk.

Nagambie regularly undertakes reviews of its risk management procedures which include implementation of a system of internal sign-offs to ensure not only that Nagambie complies with its legal obligations, but that the Board and ultimately Shareholders can take comfort that an appropriate system of checks and balances is in place regarding those areas of the business which present financial or operating risks.

10. INTERESTS AND OTHER STAKEHOLDERS

The Board recognises the legitimate interests of shareholders, employees and other stakeholders. The Board has adopted corporate governance policies and practices designed to promote responsible management and conduct of the Company.

10.1. Cultural Heritage Policy

Nagambie recognises the need to understand the cultural and spiritual significance to the community of the area in which it is licensed to operate.

Nagambie will work closely with interested community groups and people to identify significant sites and is committed to reaching mutually agreeable outcomes on the effects of its activities on cultural and spiritual values.

Nagambie will specifically undertake to:

  • Respect and protect cultural heritage sites of regional significance and sites of local spiritual significance;
  • Embrace the intent and comply with the provisions of the Native Title Act and the relevant Mining Act;
  • Communicate openly with Aboriginal peoples and local communities so that all relevant; and issues may be aired and understood by the participants.
  • Involve Aboriginal people in the conduct of Nagambie's operations where these operations impact on their cultural and spiritual heritage.

10.2. Environmental Policy

Nagambie is committed to protecting the environment and safeguarding public and employee health in all aspects of its operations. Nagambie has adopted an Environmental Management Plan to ensure the environmental protection and safe conduct are conducted by Nagambie employees, its alliance partners and suppliers of goods and services.

10.3. Occupational Health and Safety Policy

Nagambie is committed to achieving the highest performance in occupational health and safety, with the aim of creating and maintaining a safe and healthy working environment throughout its business. Nagambie has endorsed an Occupation Health and Safety Policy.

10.4. Board Minutes Policy

Minutes of all Board or Board Committee meetings are to be drafted and are to be presented to the Chairman of the Board/Committee for review within five (5) business days. The Chairman is to provide comments or suggested drafting amendments, with a further two days of receipt of a minute draft. The amended draft for circulation to Board/Committee members is to be presented to the next meeting of Board/Committee for confirmation.

10.5. Statutory Notice Policy

All Directors are to table annually at the 1 July meeting of the Board a list of all interests held in any companies which may give rise to a conflict of interest if those companies were to have dealings with Nagambie. Directors will table at the next meeting of the Board, Notice of any changes of interest, public company directorship or public office and/or any change in shareholding in Nagambie.

10.6. Dividend Policy

The ability of the Company to pay dividends depends on the achievement of a satisfactory level of profitability.

It is the Directors' intention to review this policy from time to time and commence the payment of a regular dividend once the Company is able to generate a substantial and sustainable level of cash flow, after allowing for capital expenditure and other commitments.

The Directors can give no assurance as to the amount, timing, franking or payment of any future dividends by the Company. The capacity to pay dividends will depend on a number of factors including future earnings, capital expenditure requirements and the financial position of the Company.

10.7. Review of Code of Conduct

The Code of Conduct will be reviewed regularly by the Audit and Compliance Committee and the Board, having regard to the changing circumstances of Nagambie and any changes to the Code of Conduct will be notified to you in writing.

Updates and amendments to this Code of Conduct will be the responsibility of the Company Secretary. All new management or other relevant staff will be provided with a copy of this Policy as part of their induction into Nagambie. Any updates or amendments as approved by the Board will be notified to appropriate officers and staff by the Company Secretary.

10.8. Reporting to the Board

On a six monthly basis (or more regularly, if appropriate), the Company Secretary will report to the Board in regards to compliance issues relating to this Policy. Material non-compliance with these policies will be reported to the full Board immediately.

10.9. Disclosure

The Board will make appropriate disclosure to shareholders in Nagambie's Annual Report of the key aspects of this Policy on Disclosure and Compliance, including explaining any departure from the best practice recommendations set out in the Australian Stock Exchange Corporate Governance Council Principles of Good Corporate Governance and Best Practice Recommendations.

11. COMPLIANCE WITH THE CODE

All Directors and employees are expected to be familiar with the contents of this Code of Conduct. It is the responsibility of each employee to comply with the policies and standards relating to their work and to seek assistance from a manager or supervisor or a Director if they do not fully understand a policy or how that policy should be applied.

Any director or employee who violates these policies or standards may be subject to disciplinary action, including dismissal in certain situations.

AUDIT AND COMPLIANCE COMMITTEE CHARTER

Introduction

The Audit and Compliance Committee (the "Committee") is established as a committee of the Board of Nagambie Mining Limited ("Nagambie") on the terms set out in this Charter.

Role of the Committee

The Committee monitors and reviews the effectiveness of the Company's controls in the areas of corporate governance, operational and balance sheet risk and financial reporting. The Committee is responsible for:

  • overseeing the implementation and the operation of the Code of Conduct;
  • administering continuous disclosure and compliance;
  • external financial reporting;
  • risk management, internal control structures and compliance with laws and regulations; and
  • administering external audit activities.

The Committee has delegated authority from the Board in relation to:

  • the scope of work for the external audit; and
  • the provision of non-audit services by the external auditor.

The Board may also refer other matters to the Committee from time to time.

Responsibilities of the Committee

Implementation and operation of the Code of Conduct

Continuous Disclosure and Compliance

The Committee will be responsible in reviewing matters brought to their attention and making any necessary disclosures to the ASX. The primary contact point on the Committee is the Company Secretary.

Upon receipt of a report that may require ASX disclosure, the Company Secretary will distribute the report as a matter of urgency to the Committee members and convene a meeting of the Committee. The Committee may convene a meeting by telephone, or other electronic means of audio or audio-visual communication.

If a Committee member is unavailable to attend the meeting the remaining Committee members may make a decision whether to disclose the information to the ASX. If the remaining Committee members cannot agree whether to disclose the information to the ASX, then they should seek legal advice.

If two Committee members are unable to attend the meeting, the remaining Committee member may make a decision to disclose the information after receiving appropriate legal advice.

External Financial Reporting

  • draft external financial reports, including statutory quarterly, half year and full year financial reports;
  • draft the ASX half year and full year reports;
  • review all draft financial reports that are intended for publication prior to consideration by the Board;
  • recommend to the Board that, based on the information available to the Committee, the draft financial statements, including the directors' report, be approved by the Board;
  • review draft half year and full year dividend recommendations made by management and make a dividend recommendation to the Board; and
  • evaluating the processes in place to ensure that accounting records are properly maintained in accordance with statutory requirements and financial information provided to Shareholders and the Board is accurate and reliable.

Risk Management, Internal Control Structures & Compliance

  • monitor and review the effectiveness of the risk management and internal control structures and compliance processes implemented by management as they affect financial reporting; and
  • advise the Board whether the risk management and internal control structures and compliance processes provide reasonable assurance that reliable financial records are maintained.

External Audit Activities

  • ensure that external audit activities are carried out in the most effective, efficient and comprehensive manner;
  • review the terms of engagement (including fees) of the external auditor;
  • review the ratio of non-audit services provided by the external auditor, the total amount of fees paid to the external auditor, the nature of non-audit services provided, and the statement of audit independence; and
  • as appropriate, make recommendations to the Board in relation to the appointment and removal of the external auditor.

In carrying out the above roles, it is recognised that the Committee will place reliance on reports and advice from the external auditor, the Managing Director and other management.

In exercising the authority delegated by the Board, the Committee should:

  • review and approve the scope of work of the external audit; and
  • monitor the provision of non-audit services.

Membership & Attendance

The Committee should comprise of at least two non-executive directors.

Members of the management and the external auditors may attend a meeting of the Committee by invitation. The Committee may also have access to financial and legal advisors in accordance with the Board's general policy.

The Committee Chair is appointed by the Board.

Meetings

The quorum for a Committee meeting is two Committee members. The Committee should meet at least two times a year and more frequently if required. The Committee must ensure that minutes of Committee meetings are taken and its deliberations and decisions are recorded in the minutes.

Reporting to the Board

At the next Board meeting after a Committee meeting, the Committee Chair should advise the Board of issues discussed at the Committee meeting. In addition, minutes of Committee meetings should be provided to the Board.

Committee Secretary

The Company Secretary will serve as the Committee Secretary.

SECURITIES TRADING POLICY

1. Dealings by Key Management Personnel in Securities of the Company

The Company encourages its directors and employees to hold securities in the Company. However, when a director or senior executive trades in securities of the Company it is important to ensure that these transactions do not reflect badly on either the director, senior executive or the Company. This Policy is designed to ensure that directors or senior executives do not deal in securities of the Company at inappropriate times or in inappropriate circumstances.

When buying or selling securities in the Company, directors and senior executives (Key Management Personnel) must ensure that they do not contravene the insider trading provisions contained in Part 7.10 of the Corporations Act 2001 (Cth). Inside information is information that is not generally available which could reasonably be expected to have a material effect on the price or value of securities of a body corporate. Information is taken to have a “material effect” on the price or value of a security if it would be likely to influence persons who commonly invest in securities in deciding whether or not to subscribe for, buy, or sell the securities. Thus, to constitute inside information the information must be both price sensitive and not generally available.

It is readily apparent that Key Management Personnel of the Company in the course of carrying out their duties often possess information which would be regarded as inside information under the Corporations Act. The following are non-exhaustive examples of information which could be regarded as inside information:

(a) proposed strategic business acquisition;

(b) financial records not yet released to the market; and

(c) a proposed takeover not yet announced to the market.

Where Key Management Personnel possess inside information, they must not engage in dealings with the securities of the Company and cannot, either directly or indirectly, communicate the inside information to other persons. Key Management Personnel can be liable for insider trading if they recommend the Company’s securities to other persons while they are in possession of price sensitive information which is undisclosed to the general public. Key Management Personnel should be aware that they can be liable for insider trading by communicating inside information to other persons, for example their spouse, family or friends. This liability arises notwithstanding the fact that the director or senior executive has not dealt with the securities of the Company. Spouses, family or friends who become aware of inside information and subsequently act on it before the information becomes public can also be held liable for insider trading.

It is therefore essential that all Key Management Personnel avoid direct or indirect communication of price sensitive information before it enters the public domain. It is equally essential that Key Management Personnel refrain from trading in securities of the Company whilst they possess such information.

2. Blackout Periods

Unless a Key Management Personnel is subject to severe financial hardship or there are other exceptional circumstances, Key Management Personnel may not deal in Securities at any time during the following periods (each a “blackout period”):

(a) 7 days immediately before the release of the Company’s quarterly report, half yearly results, full year results, and one day immediately following such release; and

(b) 7 days immediately before the Company’s Annual General Meeting and one day immediately following such Annual General Meeting.

Where Key Management Personnel want to trade within these blackout periods, they must obtain the following approval:

(c) the Chairman must inform and receive written approval from the Deputy Chairman; and

(d) any other Key Management Personnel must inform and receive written approval from the Chairman.

Approval will only be given if it is determined that the person is subject to severe financial hardship or there are other exceptional circumstances. In this regard, approval will be assessed having regard to those circumstances set out in paragraph 11 of ASX Guidance Note 27.

3. Restrictions on Directors’ Dealings with Company Securities

As a general policy, before engaging in transactions involving the securities of the Company outside of the blackout periods:

(a) a director (other than the Chairman) and senior executive must notify the Chairman; or

(b) the Chairman must notify the Deputy Chairman,

of the intended transaction at least 24 hours beforehand.

The Company’s policy regarding dealings by Key Management Personnel in the Company’s securities is that Key Management Personnel should never engage in short term trading and should not enter into transactions in the following circumstances:

(a) when they are in possession of price sensitive information not yet released by the Company to the market; or

(b) even if not in possession of such information, for a period of seven (7) days prior to release by the Company of half yearly and annual reports and the quarterly cashflow and activities report, or such shorter period as may be approved by the Board in writing after receipt of notice of intention to buy or sell by a director and senior executive to the other members of the Board.

Key Management Personnel are also prohibited from trading during these periods in financial products issued or created over or in respect of the Company’s securities.

Should a director or senior executive wish to trade within these blackout periods, then this must first be approved by the Board in writing.

4. Trading Not Subject to the Policy

The Board may contemplate that there may be trading that the Company excludes from the operation of the Policy. This may be appropriate, for instance, where the trading results in no change in beneficial interest in the securities, where trading occurs via investments in a scheme or other arrangement where the investment decisions are exercised by a third party, where the restricted person has no control or influence with respect to trading decisions, or where the trading occurs under an offer to all or most of the security holders of the Company.

For the purposes of this Policy, some examples of trading that the Company may consider excluding from the operation of the Policy are:

(a) transfers of securities of the Company already held into a superannuation fund or other saving scheme in which the restricted person is a beneficiary;

(b) an investment in, or trading in units of, a fund or other scheme (other than a scheme only investing in the securities of the Company) where the assets of the fund or other scheme are invested at the discretion of a third party;

(c) where a restricted person is a trustee, trading in the securities of the Company by that trust provided the restricted person is not a beneficiary of the trust and any decision to trade during a prohibited period is taken by the other trustees or by the investment managers independently of the restricted person;

(d) undertakings to accept, or the acceptance of, a takeover offer;

(e) trading under an offer or invitation made to all or most of the security holders, such as, a rights issue, a security purchase plan, a dividend or distribution reinvestment plan and an equal access buy-back, where the plan that determines the timing and structure of the offer has been approved by the Board. This includes decisions relating to whether or not to take up the entitlements and the sale of entitlements required to provide for the take up of the balance of entitlements under a renounceable pro rata issue;

(f) a disposal of securities of the Company on a case by case basis, that is the result of a secured lender exercising their rights, for example, under a margin lending arrangement. On a case by case basis the Board will assess the rules that are applicable to key management personnel with respect to entering into agreements that provide lenders with rights over their interests in the Company’s securities; and

(g) the exercise (but not the sale of securities following exercise) of an option or a right under an employee incentive scheme, or the conversion of a convertible security, where the final date for the exercise of the option or right, or the conversion of the security, falls during a prohibited period and the Company has been in an exceptionally long prohibited period or the Company has had a number of consecutive prohibited periods and the restricted person could not reasonably have been expected to exercise it at a time when free to do so.

5. Exceptional Circumstances

A restricted person, who is not in possession of inside information in relation to the Company, may be given prior written clearance to sell or otherwise dispose of the Company’s securities during a blackout period under the Policy where the restricted person is in severe financial hardship or there are other exceptional circumstances.

A person may be in severe financial hardship if he or she has a pressing financial commitment that cannot be satisfied otherwise than by selling the relevant securities in the Company. A tax liability of such a person would not normally constitute severe financial hardship unless the person has no other means of satisfying the liability. A tax liability relating to securities received under an employee incentive scheme would also not normally constitute severe financial hardship or otherwise be considered an exceptional circumstance for the purpose of obtaining prior written clearance to sell or otherwise dispose of securities during a prohibited period.

The Company may consider it an exceptional circumstance if the person is required by a court order, or there are court enforceable undertakings, for example, in a bona fide family settlement, to transfer or sell the securities of the Company or there is some other overriding legal or regulatory requirement for him or her to do so.

6. Financial Hardship

The determination of whether the person in question is in severe financial hardship or whether a particular set of circumstances falls within the range of exceptional circumstances identified in the Policy can only be made by the Board. In recognition of the case that exceptional circumstances, by their nature, cannot always be specified in advance, it is envisaged that there may be other circumstances, which have not been identified in this Policy, that may be deemed exceptional by the Chairman or the Managing Director (where the Chairman is involved) and whereby prior written clearance is granted to permit trading. The person seeking clearance to trade must satisfy the Chairman or the Managing Director that they are in severe financial hardship or that their circumstances are otherwise exceptional and that the proposed sale or disposal of the relevant securities is the only reasonable course of action available.

If the Chairman or Managing Director is in any doubt in making such determinations on behalf of the Company, consideration should be given to the purpose of the Listing Rules and the discretion should be exercised with caution.

7. Price sensitive information

In relation to “price sensitive information”, all Key Management Personnel will be conscious of the fact that as the Company is a listed company, it has an obligation under Chapter 3 of the Listing Rules to make continuous disclosure. Briefly stated, that is an obligation to advise the market as soon as events and developments occur which result in the information that a reasonable person would expect to have a material effect on the price or value of the Company’s securities.

The obligation is not absolute and there are a number of exceptions to when “price sensitive information” need not be disclosed, which are addressed below. Accordingly, there will be occasions where price sensitive information is in the possession of some or all of the directors and not yet released to the market, nor required to be released.

8. Permitted trading

Unless in the possession of other price sensitive information which has not been released to the market, directors will generally be permitted to engage in trading (subject to due notification being given to the Chairman) at the following times:

(a) for a period commencing one (1) business day after the release of the quarterly, half yearly and annual reports to the market;

(b) for a period commencing one (1) business day following the release of price sensitive information to the market which allows a reasonable period of time for the information to be disseminated among members of the public; and

(c) where the proposed acquisition of securities is under:

(i) a bonus issue made to a class of security holders;
(ii) a dividend reinvestment or top up plan available to a class of security holders; or
(iii) an employee share option plan.

9. Notification to ASX of Directors’ Interests

Directors must also be aware that pursuant to the provisions of the Corporations Act they are obliged to provide the ASX with appropriate notifications of their interests in the Company.

Pursuant to section 205G of the Corporations Act, directors must notify the ASX of their:

(a) relevant interests in securities of the Company or of a related body corporate; and

(b) contracts:

(i) to which the director is a party or under which the director is entitled to a benefit; and
(ii) that confer a right to call for or deliver shares in, debentures of, or interests in a managed investment scheme made available by, the Company or a related body corporate.

Directors must also ensure that the above interests are notified to the ASX in accordance with Listing Rule 3.19A. This Rule requires the Company, not the particular director, to notify the ASX of the above interests.

Accordingly, the Company is to enter into an agreement with each of its directors under which the directors are obliged to provide the necessary information to the Company. An agreement of this nature, recognises that much of the information required by the ASX, under section 205G, is held by the directors, by virtue of their position and role within the Company. By entering into a formal agreement, the Company ensures that the directors of the Company have been notified of their disclosure obligations under the Corporations Act and the directors authorise the Company to give the information provided by directors to ASX on their behalf and as their agent.

In particular, Listing Rule 3.19A provides that:

(c) where a director is appointed – the Company must notify the ASX of the above interest within five (5) business days after the appointment (the appropriate form is Appendix 3X). Accordingly, directors will provide the following information as at the date of their appointment as a director:

(i) details of all securities registered in their name, including the number and class of the securities;
(ii) details of all securities not registered in the director’s name but in which he/she has a relevant interest within the meaning of section 9 of the Corporations Act, including the number and class of the securities, the name of the registered holder and the circumstances giving rise to the relevant interest; and
(iii) details of all contracts to which the director is a party or under which the director is entitled to a benefit, and that confer a right to call for or deliver shares in, debentures of, or interests in a managed investment scheme made available by, the Company or a related body corporate, including the number and class of the shares, debentures or interests, the name of the registered holder if the shares, debentures or interests have been issued, and the nature of the director’s interest under the contract;

(d) where a change in the above interests of a director occurs – the Company must outline the change in the director’s interests to the ASX no more than 5 business days after the change occurs (the appropriate form is Appendix 3Y). Directors will need to provide to the Company on an on-going basis, as soon as reasonably possible after the date of the change and, in any event, no later than three (3) business days after the date of the change:

(i) details of changes in securities registered in the director’s name, including the following:
(A) date of change;
(B) number and class of securities held before and after the change;
(C) nature of change (for example, on-market, off-market);
(D) consideration paid or received in connection with the change;
(E) if off-market, the value of the securities the subject of the change;

(ii) details of changes in securities not registered in the director’s name but in which he/she has a relevant interest within the meaning of section 9 of the Corporations Act, including the following:
(A) date of change;
(B) number and class of securities held before and after the change;
(C) name of the registered holder before and after the change;
(D) circumstances giving rise to the relevant interest;
(E) nature of change (for example, on-market, off-market);
(F) consideration paid or received in connection with the change;
(G) if off-market, the value of the securities the subject of the change; and

(iii) details of all changes to contracts to which the director is a party or under which the director is entitled to a benefit, and that confer a right to call for or deliver shares in, debentures of, or interests in a managed investment scheme made available by, the Company or a related body corporate, including the following:
(A) date of change;
(B) number and class of the shares, debentures or interests to which the interest relates before and after the change;
(C) name of the registered holder if the shares, debentures or interests have been issued;
(D) nature of your interest under the contract;

(e) where a director ceases to be a director – the Company must notify the ASX of the interests of the director at the time the director ceases to be a director, no more than five (5) business days after the director ceases to be a director (the appropriate form is Appendix 3Z). Directors must supply to the Company as soon as reasonably possible after the date of ceasing to be a director and, in any event no later than three (3) business days after the date of ceasing to be a director, the following information:

(i) details of all securities registered in the director’s name, including the number and class of the securities;
(ii) details of all securities not registered in the director’s name but in which he/she has a relevant interest within the meaning of section 9 of the Corporations Act, including the number and class of the securities, the name of the registered holder and the circumstances giving rise to the relevant interest; and
(iii) details of all contracts to which the director is a party or under which he/she is entitled to a benefit, and that confer a right to call for or deliver shares in, debentures of, or interests in a managed investment scheme made available by, the Company or a related body corporate, including the number and class of the shares, debentures or interests, the name of the registered holder if the shares, debentures or interests have been issued, and the nature of the director’s interest under the contract.

Directors should also be aware of the substantial holder provisions contained in section 671B of the Corporations Act which require certain notices to be served on the Company and the ASX when a person and their associates have a relevant interest in at least 5% of the issued voting shares in the Company and any change of more than 1% to those relevant interests occurs.

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