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Garnet mineral backdrop -- corporate governance framework, Heavy Minerals Limited
HomeCorporate Governance

Corporate Governance.


Heavy Minerals Limited's governance framework, board charter, committee terms of reference and policy register.

Governance framework

Board, committees and policies.

Heavy Minerals Limited applies the ASX Corporate Governance Council Principles & Recommendations (4th edition). Our annual Corporate Governance Statement reports against each principle on an "if-not-why-not" basis and is lodged with the company's annual report on ASX.

Board

The Board comprises an Executive Chairman and Non-Executive Directors with industrial-minerals, capital-markets and operating backgrounds. Director biographies appear on the Board page.

Committees

  • Audit and Risk Committee
  • Remuneration and Nomination Committee
  • Disclosure Committee (continuous disclosure under ASX LR 3.1)

Key policies

Click any policy to read its summary. Opening one closes the previous. Full policy text is available in the Corporate Governance Plan.

Board CharterReviewed 2025

As set out in Part A of the Board Charter, the Board is responsible for all matters relating to the running of the Company including its strategic direction, performance, governance, financial reporting and risk management. The Charter defines Board composition, Chair and Company Secretary duties, delegation to management, decision thresholds and the Board's annual performance evaluation. Full text is annexed to the Corporate Governance Plan (Annexure A).

Continuous Disclosure PolicyReviewed 2025

Designed to guide compliance with ASX Listing Rule 3.1 disclosure requirements and to ensure that all Directors, senior executives and employees of the Company understand their responsibilities. The Policy raises awareness of the Company's obligations under the continuous disclosure regime and sets out procedures so the Company complies with its continuous disclosure obligations in a timely manner.

Securities Trading PolicyReviewed 2025

The Trading Policy prohibits the hedging of unvested performance share rights and vested securities that are subject to disposal restrictions at all times, irrespective of trading windows. This aligns with the Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011 (Cth), preventing transactions that could distort performance hurdles or reduce alignment between management's and shareholders' interests.

Diversity PolicyReviewed 2025

The overriding objective is to align the Company's business operations with the positive outcomes achieved through a diverse workforce that recognises and utilises the contribution of diverse skills and talent. The Policy also seeks to ensure the Company maintains a workplace where discrimination, harassment and victimisation are not tolerated. The Board is responsible for the Policy, including annually setting and reviewing measurable objectives in relation to gender diversity.

Code of ConductReviewed 2025

Sets out the principles covering appropriate conduct in a variety of contexts and outlines the minimum standards of behaviour expected from Directors and employees. Covers safety, discrimination, respecting the law, anti-corruption, interpersonal conduct and conflict of interest. The Code provides a framework for ethical decisions and actions in employment, safeguards the Company's reputation, and makes clear the consequences of breaches.

Whistleblower PolicyReviewed 2025

Adopted by the Board to ensure concerns regarding unacceptable conduct -- including breaches of the Code of Conduct -- can be raised on a confidential basis, without fear of reprisal, dismissal or discriminatory treatment. The Policy's purpose is to promote responsible whistle-blowing about issues where the interests of others, including the public or the organisation itself, are at risk.

Anti-Bribery and Anti-Corruption PolicyReviewed 2025

The Board has a zero-tolerance approach to bribery and corruption and is committed to acting professionally, fairly and with integrity in all business dealings. The Policy sets out the responsibilities in observing and upholding the Company's position on bribery and corruption, and provides information and guidance on how to recognise and deal with bribery and corruption issues.

Risk Management PolicyReviewed 2025

Provides the framework under which the CEO (during their tenure; the Executive Chair after the CEO) and CFO provide a written declaration of assurance that the Company's financial records have been properly maintained, comply with the applicable accounting standards, give a true and fair view of the Company's financial position and performance, and have been formed on the basis of a sound system of risk management and internal control which is operating effectively.

Corporate Governance Statement

The current Corporate Governance Statement is included in the most recent Annual Report and is also available as a standalone document.