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Company's Website Disclosure on Corporate Governance

Introduction

Handini Resources Ltd (" Company ") has adopted comprehensive systems of control and accountability as the basis for the administration of corporate governance. The Board of the Company is committed to administering the policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company's needs.

To the extent they are applicable to the Company, the Board has adopted the Ten Essential Corporate Governance Principles and each of the Best Practice Recommendations as published by ASX Corporate Governance Council (" ASX Principles and Recommendations "). To read the ASX Principles and Recommendations click here. [ insert link ]

In pursuit of best practice in corporate governance, the Company is please to make the following information on its corporate governance practices available to its shareholders in this website. The Company has followed the recommendations of the ASX in making information available in full or summary.

Charters

• Board
• Audit Committee
• Nomination Committee
• Remuneration Committee

Policies and Procedures

• Code of Conduct
• Selection and Appointment of New Directors
• Performance Evaluation of the Board, Board Committees, Individual Directors and Key Executives
• Trading in Company Securities (summary)
• Compliance Procedures for ASX Listing Rule Disclosure Requirements (summary)
• Selection, Appointment and Rotation of External Auditor
• Shareholder Communication Strategy
• Risk Management Policy (summary)

A copy of the Ten Essential Corporate Governance Principles and the Best Practice Recommendations are set out on this website.

10 Essential Corporate Governance Principles

Ten Essential Corporate Governance Principles and Best Practice Recommendations

Principle 1: Lay solid foundations for management and oversight
Recognise and publish the respective roles and responsibilities of Board and management.

Recommendation 1.1:
•  Formalise and disclose the functions reserved to the Board and those delegated to management.
•  Formalise directors appointments in writing.

[ Read More ]

Audit Committee Charter

HANDINI RESOURCES LIMITED ("COMPANY")

Composition of the Audit Committee
• The committee is to include at least three members.
• At least one member is to have significant, recent and relevant financial experience.

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Board Charter

HANDINI RESOURCES LTD ("COMPANY")

Role of the Board

The Board's key objectives are to:
•  increase shareholder value within an appropriate framework which safeguards the rights and interests of the Company's shareholders; and
•  ensure the Company is properly managed.

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Code of Conduct

HANDINI RESOURCES LTD ("COMPANY")

This Code of Conduct sets out the principles and standards which the Board, management and employees of the Company are encouraged to strive towards when dealing with each other, shareholders and the broad community.

•  Responsibility to Shareholders

The Company aims:

(a) to increase shareholder value within an appropriate framework which safeguards the rights and interests of the Company's shareholders and the financial community; and

(b) to comply with systems of control and accountability which the Company has in place as part of its corporate governance with openness and integrity.

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Nomination Committee Charter

HANDINI RESOURCES LTD ("COMPANY")

•  Composition
The Nomination Committee shall comprise a minimum of three members, the majority being independent directors.

•  Role
The role of the Nomination Committee is to nominate size and composition of the Board, identify and recommend individuals for nomination as members to the Board, and review the performance of the Board and ensure director competencies are met.

•  Operations
The committee shall meet at least once a year and otherwise as required. Minutes of all meetings of the committee are to be kept and a report of actions taken to be given at each subsequent meeting of the full Board. Committee meetings will be governed by the same rules as set out in the Company's constitution, as they apply to meetings of the Board.

[ Read More ]

Policy & Procedure for Selection and Appointment of New Directors

Handini Resources Ltd ("COMPANY")

Directors are selected by reference to their background and experience which is relevant to the business needs of the Company. New directors are invited to join the Board by the chairperson, who makes the invitation based on recommendations made by the Nomination Committee and approved by the Board.

Procedure for the Selection, Appointment and Rotation of External Auditor

•  Responsibility
The Board is responsible for the initial appointment of the external auditor and the appointment of a new external auditor when any vacancy arises, as per the recommendations of the Audit Committee. Any appointment made by the Board must be ratified by shareholders at the next annual general meeting of the Company.

•  Selection Criteria
Mandatory criteria
Candidates for the position of external auditor of the Company must be able to demonstrate complete independence from the Company and an ability to maintain independence through the engagement period. Further, the successful candidate must have arrangements in place for the rotation of the audit engagement partner on a regular basis.

Other criteria
Other than the mandatory criteria mentioned above, the Board may select an external auditor based on criteria relevant to the business of the Company such as experience in the industry in which the Company operates, references, cost and any other matters deemed relevant by the Board.

•  Review
The Audit Committee will review the performance of the external auditor on an annual basis and make any recommendations to the Board.

Process for the Performance Evaluation of the Board, Board Committees, Individual Directors and Key Executives

The chairperson is responsible for conducting an annual review of the Board performance.

Remuneration Committee Charter

HANDINI RESOURCES LTD ("COMPANY")

•  Composition
The Remuneration Committee shall comprise a minimum of three members, the majority being independent directors. The committee shall be chaired by an independent director.

•  Role
The function of the committee is to assist the Board in fulfilling its corporate governance responsibilities with respect to remuneration by reviewing and making appropriate recommendations on:
+  remuneration packages of executive directors, non-executive directors and senior executives; and
+  employee incentive and equity-based plans including the appropriateness of performance hurdles and total payments proposed.

•  Operations
The committee shall meet at least once a year and otherwise as required. Minutes of all meetings of the committee are to be kept and a report of actions taken to be given at each subsequent meeting of the full Board. Committee meetings will be governed by the same rules as set out in the Company's constitution, as they apply to meetings of the Board.

Shareholder Communication Strategy

Handini Resources Ltd ("COMPANY")

The Company maintains a website at www.handiniresources.com, on which the Company makes the following information available on a regular and up to date basis:

•  company announcements (since listing);
•  information briefings to media & analysts (since listing);
•  notices of meetings and explanatory materials;
•  financial information (since listing); and annual reports (since listing).

Summary of Company's Risk Management Policy

The Company has established a risk management policy which sets out a framework for a system of risk management and internal compliance and control, whereby the Board delegates day-to-day management of risk to the managing director. The managing director, with the assistance of senior management as required, has responsibility for identifying, assessing, treating and monitoring risks and reporting to the Board on risk management. The policy also sets out the Company's risk profile.

Summary of Policy for Trading in Company Securities

The Board has adopted a policy and procedure on dealing in the Company's securities by directors, officers and employees which prohibits dealing in the Company's securities when those persons possess inside information. The policy contains a blackout period for directors, officers and employees. It also provides that the written acknowledgement of the chairperson should be obtained prior to trading.

Summary of Whistleblower Policy

The Board has adopted a Whistleblower Policy. The aim of this Policy is to ensure that directors, officers and employees comply with the Company's Code of Conduct. The Policy encourages reporting of violations (or suspected violations) and provides effective protection to those reporting by implementing systems for confidentiality and report handling.

Summary of Compliance Procedures

Detailed compliance procedures for ASX Listing Rule disclosure requirements have been adopted by the Company. It appoints an officer of the Company to be responsible for compliance. It is detailed in its application covering the following areas:

•  appointment of the responsible officer and description of his/her duties;
•  identifies area of risk for the Company;
•  provides guidelines for:
•  identifying disclosure material; and
•  monitoring share price movements;
•  guide for use of trading halts;
•  guide for decision making process;
•  details on record keeping;
•  education of Board and management;
•  confidentiality;
•  release of disclosure material; and
•  updating of compliance procedures.