Announcement PDF C O R P O R AT E Governance Statement 2023 ASX | HAS | Australia’s Next Rare Earth Producer The Board of Directors (“Board”) of Hastings Technology Metals Ltd is responsible for the corporate governance of the Group. The Board guides and monitors the business and affairs of Hastings Technology Metals Ltd (“Hastings” or “the Company”) on behalf of the shareholders by whom they are elected and to whom they are accountable. Hastings’ corporate governance practices were in place throughout the year ended 30 June 2023. The Company Corporate Governance Statement is structured with reference to the 4th edition of the ASX Corporate Governance Council’s Principles and Recommendations which are shown (in italics) as follows: 1. Lay solid foundations for management and oversight 1.1 A listed entity should disclose: (a) The respective roles and responsibilities of the board and management (b) those matters expressly reserved to the board and those delegated to management. The principal responsibilities or functions of the Board are as follows: • appointment of the Chief Executive Officer or equivalent and other senior executives and the determination of their terms and conditions including remuneration and termination; • driving the strategic direction of the Company, ensuring appropriate resources are available to meet objectives and monitoring management’s performance; • reviewing and ratifying systems of risk management and internal compliance and control, Codes of Conduct and legal compliance; • approving and monitoring the progress of major capital expenditure, capital management and significant acquisitions and divestitures; • approving and monitoring the budget and the adequacy and integrity of financial, sustainability and other reporting; and • ensuring a high standard of corporate governance practice and regulatory compliance and promoting ethical and responsible decision making. Hastings Technology Metals Corporate Governance Statement 2023 | 1 The Board meets on a regular basis to review the performance of the Company against its goals both financial and non-financial (including climate change, environmental, social and governance). In normal circumstances, prior to the scheduled Board meeting, each Board member is provided with a formal Board package containing appropriate management and financial reports. The responsibilities of senior management, including the Chief Executive Officer or equivalent, are contained in letters of appointment and job descriptions given to each appointee on appointment and updated at least annually, or as required. Primary responsibilities of senior management are: • achieve Company objectives as established by the Board from time to time; • operate the business within the cost budget set by the Board; • assess new business opportunities of potential benefit to the Company; • ensure appropriate risk management practices and policies are in place; • ensure that Hastings’ appointees work with an appropriate Code of Conduct; and • ensure that Hastings’ appointees are supported, developed and rewarded to the appropriate professional standards. 1.2 A listed entity should: a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election as a director; and b) p  rovide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director. The Board undertakes appropriate checks prior to appointing a person, or putting a person forward to shareholders as a candidate for election as a director. These include checks as to the person’s character, experience, education, criminal record and bankruptcy history. Information about a candidate standing for election or re-election as a director will be provided to shareholders so they can make an informed decision on whether or not to elect or re-elect the candidate. This information may include: • biographical details, including relevant qualifications, experience and skills; • details of other material public company directorships; • a statement regarding whether the director qualifies as independent; • any material adverse information or potential conflicts of interest, position or association; • the term of office currently served (for directors standing for re-election); and • a statement whether the board supports the election or re-election of the candidate. 1.3 A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. All directors and senior executives of Hastings have a written agreement with the Company setting out the terms of their appointment. 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. Hastings has joint Company Secretaries. The Company Secretaries of the Company are accountable to the Board on all governance matters and reports directly to the Chairman, as the representative of the Board. The Company Secretaries are appointed and dismissed by the Board and their advice and services are available to all directors. Hastings Technology Metals Corporate Governance Statement 2023 | 2 1.5 A listed entity should: a) have a diversity policy which includes requirement for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them; b) disclose that policy or a summary of it; and c) disclose at the end of each reporting period: 1. the measurable objectives set for that period to achieving gender diversity; 2. the entity’s progress towards achieving those objectives, and 3. either: a. the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purpose); or b. if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators” as defined in and published under that Act. The Company has an established Inclusion and Diversity Policy. The Company has sixty two employees, excluding directors, of which twenty five (40%) are female. 27% of the senior executive roles are female (but not classified as Key Management Personnel). Senior Executive is defined by the Workplace Gender Equality Agency (“WGEA) manager categorisations including Chief Executive Officer, Head of business, Key Management Personnel, Executives, General Managers, Senior Managers, and other Manager. In June 2022, the Board approved measurable objectives for achievement by 31 December 2026 as outlined below: 30% female representation on the Board 40% female, 40% male representation on the Executive Management Team 30% female employees Progress towards achieving these measurable targets will be reported annually in the Sustainability Report. Hastings Technology Metals Corporate Governance Statement 2023 | 3 1.6 A listed entity should: a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and b) d  isclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process. The Board Charter is available on the Company website. The Board reviews its charter when it considers changes are required. The Board undertakes an annual performance evaluation of itself that: • compares the performance of the Board with the requirements of its Charter; and • effects any improvements to the Board Charter deemed necessary or desirable. The performance of Hastings governance (against the requirements of the Board Charter and subcommittee Charters) is assessed by the internal audit function, which is independent of management and reports directly to the Audit Committee and the Board. The Company Board has six board members, who are in regular contact with each other as they deal with matters relating to Hastings business. The Board uses a personal evaluation process to review the performance of directors and, at appropriate times, the Chairman takes the opportunity to discuss Board performance with individual directors and provide his own personal assessment. The Chairman also welcomes advice from directors relating to his own personal performance. The Nomination and Remuneration Committee determines whether any external advice or training is required. 1.7 A listed entity should: a) have and disclose a process for periodically evaluating the performance of its senior executives; and b) d  isclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process. The performance of all senior executives and appointees is reviewed at least once a year. The Company currently operates with an Executive Chairman and a Chief Executive Officer. The performance of the Chief Executive Officer is reviewed by the Remuneration and Nominations Committee and the Chief Executive Officer in turn reviews the performance of other executives. Senior executives are assessed against professional goals and objectives, Company values and Company Key Performance Indicators established from time to time as appropriate for Hastings. Hastings Technology Metals Corporate Governance Statement 2023 | 4 2. Structure the board to add value 2.1 The board of a listed entity should: (a) have a nomination committee which; (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director; and disclose (3) the charter of the committee (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meeting; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively. The Company has an established Nomination and Remuneration Committee whose chairman is non-executive and independent. The Nomination and Remuneration committee is comprised of three directors Mr Mal Randall (Nomination and Remuneration Committee Chairman), Mr Jean Claude Steinmetz and Mr Guy Robertson. Mr Randall and Mr Steinmetz are independent directors. The Company has adopted a Nomination and Remuneration Committee Charter which is on the Company’s website. Structure the board to add value The Nomination and Remuneration Committee makes recommendations on the appointment and re-appointment of directors. New directors are selected after consultation with all Board members and their appointment voted on by the Board. Each year, in addition to any Board members appointed to fill casual vacancies during the year, one third of directors retire by rotation and are subject to re-election by shareholders at the Annual General Meeting. The number of times the Nomination and Remuneration Committee meets is disclosed in the Annual Report. Hastings Technology Metals Corporate Governance Statement 2023 | 5 2.2 A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its memberships. During the 2023 financial year, the Board conducted a governance skills review regarding its current skills, knowledge and experience. The skills matrix is set out in the table below. Skills and Experience Chairman Non-executive Directors Executive Leadership; Strategy Development and Implementation; Capital Markets; Marketing and Investor Relations; and Global Experience. Relevant commodity experience; mine and processing plant development; marketing; Capital Markets; Leadership Strategy Development and Implementation Non-executive Director & Chair of Audit Committee Accounting and financial reporting; corporate finance and internal financial controls; financial analysis skills, compliance and governance skills. Executive Director – Finance Corporate governance; financial reporting; skills in acquisitions; corporate structuring; tax 2.3 A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, association or relationship of the type described in Box 2.3 of the Principles 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 explanation of why the board is of that opinion; and (c) the length of service of each director. Name Charles Lew Role • Executive Chairman • Chairman of ESG Committee Date of Appointment Considered Independent 9 December 2013 No • Independent Non-Executive Director Malcolm Randall • Chairman of Nomination and Renumeration Committee 11 February 2019 Yes Jean Claude Steinmetz • Independent Non-Executive Director 25 July 2016 Yes 30 November 2018 Yes 1 January 2021 Yes 23 August 2019 No • Independent Non-Executive Director Neil Hackett • Chairman of Audit and Risk Committee • Independent Non-Executive Director Bruce McFadzean Guy Robertson Hastings Technology Metals • Chairman of Technical Risk Committee • Executive Director and Company Secretary Corporate Governance Statement 2023 | 6 2.4 A majority of the board of a listed entity should be independent directors. Of the Board Mr Randall, Mr Steinmetz, Mr McFadzean and Mr Hackett are considered to be independent directors. 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 Chief Executive Officer of the entity. Mr Charles Lew, the Executive Chairman, is not independent given his involvement in the management of the business and his substantial shareholding. The Executive Chairman is not the Chief Executive Officer of the Company. 2.6 A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively. The Company has a program for induction of new directors. Directors are active in undertaking professional development opportunities for the purpose of development and maintenance of their skills. Such activities are reported as part of the Board governance skills review, which also assists in identifying areas requiring further development. 3. Instil a culture of acting lawfully, ethically and responsibly 3.1 A listed entity should articulate and disclose its values. The Company is committed to acting lawfully, ethically and responsibly. This is reflected in its Code of Conduct which is required to be followed by all Company officers, employees and contractors – in short, anyone who can be seen to be a representative of the Company. The Code of Conduct includes a statement of the Company’s values which include a number of the suggestions for the content of a code of conduct contained in the ASX Corporate Governance Principles and Recommendations. 3.2 A listed entity should: 3.2.1 Have and disclose a code of conduct for its directors, senior executives and employees; and 3.2.2 Ensure that the board or a committee of the board is informed of any material breaches of that code. Code of Conduct The Board has adopted a Code of Conduct which applies to the directors, employees and contractors of the Company and is disclosed on the Company website. The Company is dedicated to delivering outstanding performance for investors and employees. In achieving this objective, Company directors, officers and employees are expected to act with honesty, integrity and responsibility and maintain a strong sense of corporate and social responsibility. In maintaining its corporate and social responsibility, the Company conducts its business ethically and according to its values, with a consideration and respect of the environment and with the objective of ensuring a safe, non-discriminatory and supportive workplace. 3.3 A listed entity should: a. have and disclose a whistleblower policy; and b. ensure that the board and or a committee of the board is informed of any material incidents reported under that policy. The Company has adopted a Whistleblower Policy which encourages the reporting of any actual or suspected unethical, illegal, fraudulent or undesirable conduct involving the Company’s businesses and specifies the processes and protections available to those reporting. The Whistleblower Policy, which has been prepared on the basis of ASIC Regulatory Guide 270 and section 1317AI of the Corporations Act, is consistent with the ASX Recommendations. The Eligible Recipients of whistleblower incident reports (as identified under the Corporations Act 2001 (Cth) and Taxation Administration Act 1953 (Cth)) must report at least annually to the Board on the number and type of reports (with anonymity preserved). The Board will receive copies of all whistleblower reports (anonymised) and Eligible Recipients must consider immediately referring serious or material Disclosable Matters to the Chair. The Whistleblower Policy is disclosed to the public on the Company website. Hastings Technology Metals Corporate Governance Statement 2023 | 7 3.4 A listed entity should: (a) have and disclose an anti-bribery and corruption policy; and (b) ensure that the board or a committee of the board is informed of any material breaches of that policy. The Company has adopted an Anti-Bribery and Corruption Policy which complies with the ASX Recommendations. All material breaches of the Anti-Bribery and Corruption Policy are to be reported to the Board. The Chief Executive Officer or equivalent has primary and day-to-day responsibility for implementing the policy. The Board will monitor the effectiveness and review the implementation of the policy by periodically considering its suitability, adequacy and effectiveness. The Anti-Bribery and Corruption Policy is disclosed to the public on the Company website. 4. Safeguard the integrity of corporate reports 4.1 the board of a listed entity should: (a) have an audit committee which (1) has at least three members, all of who are non-executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not a chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner. The Audit and Risk Committee is comprised of three directors Mr Neil Hackett (Audit and Risk Committee Chairman), Mr Guy Robertson and Mr Malcolm Randall. Messrs Hackett and Randall are considered independent directors. The Company has adopted an Audit and Risk Committee charter which is publicly available on the Company website. Hastings Technology Metals Corporate Governance Statement 2023 | 8 Safeguard the integrity of corporate reports The Audit and Risk Committee met twice during the course of the year. The membership of the Audit and Risk Committee consists of: Member Qualifications & Experience Neil Hackett Bachelor of Economics with substantial experience with ASIC and ASX listed companies and is an educator for the Australian Institute of Company Directors (AICD) Guy Robertson Bachelor of Commerce (Hons.), Chartered Accountant with over 30 years’ experience as a Chief Financial Officer and Finance Director Malcolm Randall Bachelor of Applied Chemistry is an experienced mining executive with experience in chairing ASX listed companies The Audit and Risk Committee provides a forum for the effective communication between the Board and external auditors and reviews: • The annual and half-year financial reports and accounts prior to their approval by the Board; • The effectiveness of management information systems and systems of internal control via performance evaluations by the internal audit function; and • The efficiency and effectiveness of the external audit functions. The Audit and Risk Committee meets with, and receives regular reports from, the external Company auditors concerning any matters arising in connection with the performance of their role, including the adequacy of internal controls. The Audit and Risk Committee also reviews the Hastings Corporate Governance and Risk Management processes to ensure they are effective for a listed public company appropriate to its market capitalisation. 4.2 The board of a listed entity should, before it approves the entity’s financial statements for a financial period, received from its Chief Executive Officer and Chief Financial Officer a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give 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 effectively. Declarations regarding the financial statements are received from the Chairman and Chief Financial Officer. The Board received such declarations for the half year and annual reports for 2023. 4.3 A listed entity should disclose the process to verify the integrity of any periodic corporate report it release to the market that is not audited or reviewed by an external auditor. The Audit and Risk Committee Charter sets out the process to verify the integrity of periodic corporate reports released to market that are not audited or review by an external auditor. That is, the Audit and Risk Committee must first review each draft Company report in accordance with the standards in the Charter. Once it is comfortable with the Company report, it is presented to the Board for consideration and approval prior to release to the market. Hastings Technology Metals Corporate Governance Statement 2023 | 9 5. Make timely and balanced disclosure 5.1 A listed entity should have and disclose a written policy for complying with is continuous disclosure obligations under the listing rule 3.1. The Company has adopted a Continuous Disclosure Policy to ensure timely, balanced and complete disclosure of price sensitive information on a continuous basis in compliance with ASX Listing Rule 3.1. The Continuous Disclosure Policy complies with Box 5.1 ‘Suggestions for the content of a continuous disclosure policy’ of the ASX Recommendations. The Board is committed to the promotion of investor confidence by ensuring that trading in the Company’s securities takes place in an efficient, competitive and informed market. In accordance with the continuous disclosure requirements under the ASX Listing Rules, the Company has procedures in place to ensure that any price sensitive information is identified, reviewed by Directors and management and disclosed to ASX in a timely manner. The Company also ensures that all information provided to the ASX is immediately available to shareholders and the market on the Company website. The Continuous Disclosure Policy is available on the Company website: www.hastingstechmetals.com 5.2 A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made. Each Board member receives a copy of all material market announcements promptly after their release. 5.3 A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation. All new investor and analyst presentations must be approved by the Board. A copy of the presentation materials, once approved by the Board, are released on the ASX Market Announcements Platform ahead of the presentation. 6. Respect the rights of security holders 6.1 A listed entity should provide information about itself and its governance to investors via its website. Hastings’ website includes a Governance page, which includes a copy of this Corporate Governance Statement, Company Charters and Company Policies. 6.2 A listed entity should have an investor relations program that facilitates effective two-way communication with investors. The Company’s Shareholder Communication Policy, which is available on the Governance page of its website, summarises the Company communication program, including regular reporting, ability to receive email alerts, active participation at the Company Annual General Meeting and encouragement to engage in shareholder communications. 6.3 A listed entity should disclose how it facilitates and encourages participation at meetings of security holders Notices for each Annual General Meeting, together with accompanying information such as the explanatory memorandum, are sent to shareholders, either by mail or email (depending on the shareholder’s election) and are also placed on the Company website. Shareholders are encouraged to attend the Annual General Meeting and to ask questions. 6.4 A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands The Company requires that all substantive resolutions at a meeting of shareholders are decided by poll rather than by a show of hands, to enable the chair of the meeting to ascertain the true will and voting of the shareholders attending, whether in person, electronically, by proxy or other representative. 6.5 A listed entity should give security holders the option to receive communications from, and send communication to, the entity and its security registry electronically. As part of the Company investor relations program, the Company provides an email alert service. Shareholders are encouraged to register for this service through the Company website. Once registered a shareholder will receive information by email, including ASX releases, annual and other reports, Company presentations and notices of meetings. Shareholders may also elect to receive communications from the Company share Registrar, Automic Group, by email. Hastings Technology Metals Corporate Governance Statement 2023 | 10 7. Recognise and manage risk 7.1 The board of a listed entity should: (a) have a risk committee to oversee risk which: (1) has at least three members, a majority of who are independent directors; and (2) is chaired by an independent director; and disclose (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee, disclose that fact and the processes it employs for overseeing the entity’s risk management framework. The Company has established a Technical and Risk Committee (TRC) and implemented various Company policies for the oversight and management of material business risks. The Company Risk Management Policy and TRC Charter is available on the Company website. This documents the Company’s commitment to the ongoing identification, assessment and management of risks and the roles and responsibilities of the Board, executives and employees. The Technical and Risk Committee is chaired by Independent Non-Executive Director Mr Bruce McFadzean and comprised of Mr Charles Lew and Mr Jean Claude Steinmetz and senior managers. This committee is focused on identifying and managing project risk. The Technical and Risk Committee Chairman reports to the Board. The Company has incorporated risk management into its decision making and business planning processes to ensure risks are identified, analysed, ranked and appropriate risk controls and risk management plans are put into place to manage and reduce the identified risks, with all identified risks entered into a Corporate Risk Register. The risk identification and management system, including the operation and maintenance of a Corporate Risk Register, is reviewed annually by senior management and the Board and policies and practices upgraded where issues are identified that require attention. Reviews of specific items are undertaken by senior management where issues are identified and immediate action required. Risk is a standing item on the agenda of Board meetings for reporting against identified material business risks. 7.2 The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and (b) disclose in relation to each reporting period, whether such a review has taken place. Hastings Risk Management Policy and Corporate Risk Register is reviewed by the Board annually to coincide with the preparation and lodgement of the Company’s Annual Report. A review was undertaken in the financial year ending 30 June 2023. 7.3 A listed entity should disclose: (a) I