Board Governance Protocols - Elementos

1 Board Governance Protocols Audit & Risk Committee Charter Page 2 of 20 Table of Contents Background Exercise of Power .. 4 Personal Conflicts .. 4 Business Judgements .. 4 Dedication of Time .. 5 Obligations to the Organisation .. 5 Bound by Board Decisions .. 5 Code of Conduct Loyalty to the Company .. 5 No Release of Information .. 5 Use of Information .. 5 Attendance at Board Meetings .. 5 Apologies .. 5 Prior Consideration of Board Papers.

2 5 Raising Matters of Concern .. 5 Frank and Open Discussions .. 6 Directors Resignations .. 6 Bound by Collective Decisions .. 6 Notification of Conflicts of Interest .. 6 Disclosure of Material Benefits .. 6 Committee Work .. 6 Participation in Management .. 6 Goodwill and Harmony .. 6 Additional Information .. 6 External Advice .. 7 Board Meeting Procedures Scheduled Board Meetings .. 7 Additional Meetings Called by Chairman.

3 7 Meetings Times and Format .. 7 Apologies .. 7 Other Business .. 7 Task Schedule and Contracts Register .. 7 Board Papers and Proposed Resolutions .. 7 Distribution of Board Papers .. 8 Electronic Copies of Board Papers .. 8 Notification of Conflicts .. 8 Minutes .. 8 Confirmation of Minutes .. 8 Confidentiality of Board Discussions and Papers .. 8 Access to Board Papers .. 8 Board Committees .. 9 Official Spokesman .. 9 Formality of Meetings.

4 9 Audit & Risk Committee Charter Page 3 of 20 Quorum .. 9 Casting Votes .. 9 Chairman to Preside .. 9 Points of Order .. 9 The Role of the Chairman Background .. 9 Chairing the Board .. 10 Leadership and Responsibilities .. 11 Board Direction .. 11 The Role of the Managing Director Duties .. 12 Accountability .. 13 Responsibilities .. 13 ASX Filing Requirements Distribution .. 14 Timing .. 15 Continuous Disclosure Policies Background.

5 15 Maintain Confidentiality .. 16 Assist in Identifying Material Information for Disclosure .. 16 Examples .. 17 Status of Information that has been Disclosed .. 17 Statements on Behalf of the Company .. 18 Securities Trading Policies Background .. 18 Policy .. 18 Prohibition on Trading .. 19 Notification .. 19 General Distribution .. 19 Acknowledgement .. 19 Does Not Include All Items of Concern to Directors .. 20 Review .. 20 Audit & Risk Committee Charter Page 4 of 20 Board Governance Protocols he following are the Protocols ( Board Governance Protocols ) of Elementos Limited ( Elementos or the Company ).

6 The Board Protocols may only be varied by a resolution of the Board of Directors. Background Exercise of Powers A Director must exercise his powers and discharge his duties honestly and in good faith, in the best interests of Elementos , and for a proper purpose. Personal Conflicts A Director has a duty to notify other Directors of a material personal interest when a conflict arises. Similarly, a Director must not: use improperly his position to gain advantage for himself or someone else, or cause detriment to the corporation; or, misappropriate the organisation s assets for himself.

7 Although there are certain situations where a Director does not need to give notice of a conflict to other Directors, the principle remains: it is wise not to let a conflict go unrecorded. Generally, the details of the notification of material personal interests must be recorded in the minutes of the meeting. Business Judgements A Director is expected to exercise an appropriate degree of care and diligence when making business judgments. To do this, and to meet the equivalent duties at common law and in equity, a Director needs to: make the judgment in good faith for a proper purpose; inform himself about the subject matter of the judgment to the extent he reasonably believes to be an appropriate level; believe, rationally, the judgment is in the best interests of the corporation; and, not have a material personal interest in the subject matter of the judgment.

8 When making business judgments, a Director is entitled to rely on information and professional or expert advice by others, including committees of Directors on which the Director does not serve. If he does rely on this information, the Director should: reasonably believe that the employees, experts or professionals are competent to provide the information to be relied upon; and, make an independent assessment of the advice received. T Audit & Risk Committee Charter Page 5 of 20 Dedication of Time A Director will dedicate sufficient time to the affairs of the Company to enable him to properly discharge his duties.

9 Obligations to the Organisation A Director owes his obligations to the organisation as a whole, and not to any entity which may have nominated him, or to any other individual or group. Bound by Board Decisions A Director is bound by decisions of the Board . Powers have not been delegated to any individual Director, and decisions must therefore be made collectively. Code of Conduct Loyalty to the Company Directors recognise their duty of loyalty to the Company and the Elementos Limited Board . They agree to act honestly and with integrity at all times, and, outside the boardroom, to support the letter and the spirit of all Board decisions.

10 No Release of Information Directors agree that information obtained as a result of their membership of the Board should not be released except as decided by the Board as a whole. Board agendas, papers, minutes, and discussions are confidential to the Board . If a Board member acts in breach of the duty stated in this paragraph, the Board reserves its right to seek such legal or equitable relief as it thinks fit, including injunctive relief, to protect confidentiality. Use of Information Directors have a duty not to use information obtained as Directors for the benefit of themselves or any person or persons linked to them.