Name of entity:

Genesis Minerals Limited

ABN / ARBN:

Financial year ended:

72 124 772 041

30 June 2015

☒

These pages ofour annual report:

21 - 28

☐

This URL on our website:

Date: 30 September 2015

Name of Director or Secretary authorising lodgement:

Michael Fowler

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the period above. We have disclosed …

We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …

PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

1.1

A listed entity should disclose:

1. the respectiv e roles and responsibilities of its board and management; and

2. those matters ex pressly reserv ed to the board and those delegated to management.

… the fact that we follow this recommendation:

☒ in our Corporate Gov ernance Statement

… and information about the respectiv e roles and responsibilities of our board and management (including those matters ex pressly reserv ed to the board and those delegated to management):

☒ at http://www.genesisminerals.com.au/gov ernance.php

1.2

A listed entity should:

1. undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and

2. prov ide security holders with all material information in its possession relev ant to a decision on whether or not to elect or re-elect a director.

… the fact that we follow this recommendation:

☒ at whttp://www.genesisminerals.com.au/gov ernance.php

1.3

A listed entity should hav e a written agreement with each director and senior ex ecutiv e setting out the terms of their appointment.

… the fact that we follow this recommendation:

☒ in our Corporate Gov ernance Statement

1.4

The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.

… the fact that we follow this recommendation:

☒ in our Corporate Gov ernance Statement

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the period above. We have disclosed …

We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …

1.5

A listed entity should:

1. hav e a div ersity policy which includes requirements for the board or a relev ant committee of the board to set measurable objectiv es for achiev ing gender div ersity and to assess annually both the objectiv es and the entity 's progress in achiev ing them;

2. disclose that policy or a summary of it; and

3. disclose as at the end of each reporting period the measurable objectiv es for achiev ing gender div ersity set by the board or a relev ant committee of the board in accordance with the entity 's div ersity policy and its progress towards achiev ing them and either:

4. the respectiv e proportions of men and women on the board, in senior ex ecutiv e positions and across the

5. if the entity is a 'relev ant employ er' under the Workplace Gender Equality Act, the entity 's most recent 'Gender Equality Indicators', as defined in and published under that Act.

whole organisation (including how the entity has defined 'senior ex ecutiv e' for these purposes); or

… the fact that we have a div ersity policy that complies with paragraph (a):

☒ in our Corporate Gov ernance Statement

… and a copy of our div ersity policy or a summary of it:

☒ at http://www.genesisminerals.com.au/gov ernance.php

… and the measurable objectiv es for achiev ing gender div ersity set by the board or a relev ant committee of the board in accordance with our div ersity policy and our progress towards achiev ing them:

☒ at http://www.genesisminerals.com.au/gov ernance.php

… and the information referred to in paragraphs (c)(1) or (2):

☒ in our Corporate Gov ernance Statement

1.6

A listed entity should:

1. hav e and disclose a process for periodically ev aluating the performance of the board, its committees and indiv idual directors; and

2. disclose, in relation to each reporting period, whether a performance ev aluation was undertaken in the reporting period in accordance with that process.

… the ev aluation process referred to in paragraph (a):

☒ at http://www.genesisminerals.com.au/gov ernance.php

… and the information referred to in paragraph (b):

☒ at http://www.genesisminerals.com.au/gov ernance.php

1.7

A listed entity should:

1. hav e and disclose a process for periodically ev aluating the performance of its senior ex ecutiv es; and

2. disclose, in relation to each reporting period, whether a performance ev aluation was undertaken in the reporting period in accordance with that process.

… the ev aluation process referred to in paragraph (a):

☒ in our Corporate Gov ernance Statement

… and the information referred to in paragraph (b):

☒ in our Corporate Gov ernance Statement

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the period above. We have disclosed …

We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …

PRINCIPLE 2 - STRUCTURETHEBOARD TO ADD VALUE

2.1

The board of a listed entity should:

1. hav e a nomination committee which:

2. has at least three members, a majority of whom are independent directors; and

3. is chaired by an independent director, and disclose:

4. the charter of the committee;

5. the members of the committee; and

6. as at the end of each reporting period, the number of times the committee met throughout the period and the indiv idual attendances of the members at those meetings; or

7. if it does not hav e a nomination committee, disclose that fact and the processes it employ s to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, ex perience, independence and div ersity to enable it to discharge its duties and responsibilities effectiv ely.

☒ an ex planation why that is so in our Corporate Gov ernance Statement

2.2

A listed entity should hav e and disclose a board skills matrix setting out the mix of skills and div ersity that the board currently has or is looking to achiev e in its membership.

… our board skills matrix:

☒ in our Corporate Gov ernance Statement

2.3

A listed entity should disclose:

1. the names of the directors considered by the board to be independent directors;

2. if a director has an interest, position, association or relationship of the ty pe described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an ex planation of why the board is of that opinion; and

3. the length of serv ice of each director.

… the names of the directors considered by the board to be independent directors:

☒ in our Corporate Gov ernance Statement

… and, where applicable, the information referred to in paragraph (b):

☒ in our Corporate Gov ernance Statement

… and the length of serv ice of each director:

☒ in our Corporate Gov ernance Statement

2.4

A majority of the board of a listed entity should be independent directors.

… the fact that we follow this recommendation:

☒ in our Corporate Gov ernance Statement

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the period above. We have disclosed …

We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …

2.5

The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.

… the fact that we follow this recommendation:

☒ in our Corporate Gov ernance Statement

2.6

A listed entity should hav e a program for inducting new directors and prov ide appropriate professional dev elopment opportunities for directors to dev elop and maintain the skills and knowledge needed to perform their role as directors effectiv ely.

… the fact that we follow this recommendation:

☒ in our Corporate Gov ernance Statement

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the period above. We have disclosed …

We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …

PRINCIPLE 3 - ACT ETHICALLY AND RESPONSIBLY

3.1

A listed entity should:

1. hav e a code of conduct for its directors, senior ex ecutiv es and employ ees; and

2. disclose that code or a summary of it.

… our code of conduct or a summary of it:

☒ at http://www.genesisminerals.com.au/gov ernance.php

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the period above. We have disclosed …

We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …

PRINCIPLE 4 - SAFEGUARD INTEGRITY IN CORPORATEREPORTING

4.1

The board of a listed entity should:

1. hav e an audit committee which:

2. has at least three members, all of whom are non-ex ecutiv e directors and a majority of whom are independent directors; and

3. is chaired by an independent director, who is not the chair of the board,

4. the charter of the committee;

5. the relev ant qualifications and ex perience of the members of the committee; and

6. in relation to each reporting period, the number of times the committee met throughout the period and the indiv idual attendances of the members at those meetings; or

7. if it does not hav e an audit committee, disclose that fact and the processes it employ s that independently v erify and safeguard the integrity of its corporate reporting, including the processes for the appointment and remov al of the ex ternal auditor and the rotation of the audit engagement partner.

and disclose:

[If the entity complies with paragraph (a):]

… the fact that we hav e an audit committee that complies with paragraphs (1) and (2):

☒ in our Corporate Gov ernance Statement

… and a copy of the charter of the committee:

☒ at http://www.genesisminerals.com.au/gov ernance.php

… and the information referred to in paragraphs (4) and (5):

☒ in our Corporate Gov ernance Statement

4.2

The board of a listed entity should, before it approv es the entity 's financial statements for a financial period, receiv e from its CEO and CFO a declaration that, in their opinion, the financial records of the entity hav e been properly maintained and that the financial statements comply with the appropriate accounting standards and giv e a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectiv ely.

… the fact that we follow this recommendation:

☒ in our Corporate Gov ernance Statement

4.3

A listed entity that has an AGM should ensure that its ex ternal auditor attends its AGM and is av ailable to answer questions from security holders relev ant to the audit.

… the fact that we follow this recommendation:

☒ in our Corporate Gov ernance Statement

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the period above. We have disclosed …

We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …

PRINCIPLE 5 - MAKE TIMELY AND BALANCED DISCLOSURE

5.1

A listed entity should:

1. hav e a written policy for comply ing with its continuous disclosure obligations under the Listing Rules; and

2. disclose that policy or a summary of it.

… our continuous disclosure compliance policy or a summary of it:

☒ at http://www.genesisminerals.com.au/gov ernance.php

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the period above. We have disclosed …

We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …

PRINCIPLE 6 - RESPECT THERIGHTS OF SECURITY HOLDERS

6.1

A listed entity should prov ide information about itself and its gov ernance to inv estors via its website.

… information about us and our gov ernance on our website:

☒ at http://www.genesisminerals.com.au/gov ernance.php

6.2

A listed entity should design and implement an inv estor relations program to facilitate effectiv e two-way communication with inv estors.

… the fact that we follow this recommendation:

☒ in our Corporate Gov ernance Statement

6.3

A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.

… our policies and processes for facilitating and encouraging participation at meetings of security holders:

☒ in our Corporate Gov ernance Statement

6.4

A listed entity should giv e security holders the option to receiv e communications from, and send communications to, the entity and its security registry electronically .

… the fact that we follow this recommendation:

☒ in our Corporate Gov ernance Statement

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the period above. We have disclosed …

We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …

PRINCIPLE 7 - RECOGNISE AND MANAGE RISK

7.1

The board of a listed entity should:

1. hav e a committee or committees to ov ersee risk, each of which:

2. has at least three members, a majority of whom are independent directors; and

3. is chaired by an independent director, and disclose:

4. the charter of the committee;

5. the members of the committee; and

6. as at the end of each reporting period, the number of times the committee met throughout the period and the indiv idual attendances of the members at those meetings; or

7. if it does not hav e a risk committee or committees that satisfy

(a) abov e, disclose that fact and the processes it employ s for ov erseeing the entity 's risk management framework.

☒ an ex planation why that is so in our Corporate Gov ernance Statement

7.2

The board or a committee of the board should:

1. rev iew the entity 's risk management framework at least annually to satisfy itself that it continues to be sound; and

2. disclose, in relation to each reporting period, whether such a rev iew has taken place.

… the fact that board or a committee of the board rev iews the entity 's risk management framework at least annually to satisfy itself that it continues to be sound:

☒ in our Corporate Gov ernance Statement

… and that such a rev iew has taken place in the reporting period cov ered by this Appendix 4G:

☒ in our Corporate Gov ernance Statement

7.3

A listed entity should disclose:

1. if it has an internal audit function, how the function is structured and what role it performs; or

2. if it does not hav e an internal audit function, that fact and the processes it employ s for ev aluating and continually improv ing the effectiv eness of its risk management and internal control processes.

☒ an ex planation why that is so in our Corporate Gov ernance Statement

7.4

A listed entity should disclose whether it has any material ex posure to economic, env ironmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.

… whether we hav e any material ex posure to economic,

env ironmental and social sustainability risks and, if we do, how we manage or intend to manage those risks:

☒ in our Corporate Gov ernance Statement

PRINCIPLE 8 - REMUNERATE FAIRLY AND RESPONSIBLY

8.1

The board of a listed entity should:

1. hav e a remuneration committee which:

2. has at least three members, a majority of whom are independent directors; and

3. is chaired by an independent director, and disclose:

4. the charter of the committee;

5. the members of the committee; and

6. as at the end of each reporting period, the number of times the committee met throughout the period and the indiv idual attendances of the members at those meetings; or

7. if it does not hav e a remuneration committee, disclose that fact and the processes it employ s for setting the lev el and composition of remuneration for directors and senior ex ecutiv es and ensuring that such remuneration is appropriate and not

excessive.

☒ an ex planation why that is so in our Corporate Gov ernance Statement

8.2

A listed entity should separately disclose its policies and practices regarding the remuneration of non-ex ecutiv e directors and the remuneration of ex ecutiv e directors and other senior ex ecutiv es.

… separately our remuneration policies and practices regarding the remuneration of non-ex ecutiv e directors and the remuneration of ex ecutiv e directors and other senior ex ecutiv es:

☒ in our Corporate Gov ernance Statement

8.3

A listed entity which has an equity-based remuneration scheme should:

1. hav e a policy on whether participants are permitted to enter into transactions (whether through the use of deriv ativ es or

2. disclose that policy or a summary of it.

otherwise) which limit the economic risk of participating in the scheme; and

… our policy on this issue or a summary of it:

☒ in our Corporate Gov ernance Statement