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The Board of Directors of Black Fire Minerals Limited (Black Fire) is responsible for corporate governance of
the Company. The Board guides and monitors the business and affairs of the Company on behalf of the
shareholders by whom they are elected and to whom they are accountable.
The Company has established a set of corporate governance policies and procedures that are based on the
Australian Stock Exchange Corporate Governance Council's (the Council's) "Principles of Good Corporate
Governance and Best Practice Recommendations" (the Recommendations). A copy of the Board Charter and various governance policies are available at the bottom of this page.
In accordance with the Council's recommendations, the Corporate Governance Statement contains certain
specific information and discloses the extent to which the Company has followed the guidelines during the
period. Where a recommendation has not been followed, that fact has been disclosed, together with the
reasons for the departure.
Corporate Governance Compliance
The Board sets out below its "if not, why not" report in relation to those matters of corporate governance where
the Company's practices depart from the recommendations.
Principle 1 - Lay solid foundations for management and oversight
1.1 There is no delineation of functions between the Board and senior executives.
All functions, roles and responsibilities are undertaken by the Board as there are no executives other
than directors as at the date of this report.
Principle 2 - Structure the Board to add value
Directors of the Company are considered to be independent when they are independent of management and
free from any business or other relationship that could materially interfere with, or could reasonably be
perceived to materially interfere with, the exercise of their unfettered and independent judgment. In
accordance with the definition of independence, there are no Independent Directors currently on the board.
The Directors consider that the current structure and composition of the Board is appropriate to the size and
nature of operations of the Company.
2.1 The Company does not have a majority of independent directors.
Consistent with the size of the Company and its activities, the Board is comprised of three (3)
directors, one (1) of whom is considered to be an executive director.
The Board's policy is that the majority of directors shall be independent, non-executive directors. The
composition of the Board does not currently conform to its policy. It is the Board's intention to comply
with its policy at a time when the size of the Company and its activities warrants such a structure.
2.2 The chairman is not an independent director.
The chairman is one of the non-executive directors currently on the Board and given the size and
nature of operations of the Company, this current status is considered appropriate. The Board's policy
is that the chairman shall be independent and non-executive at a time when the size of the Company
and its activities warrants such a position.
2.4 A nomination committee has not been established.
The Board has formally adopted a Nomination Committee Charter but given the present size of the
Company, has not formed a separate Committee. Instead the function will be undertaken by the full
Board in accordance with the policies and procedures outlined in the Nomination Committee Charter.
At such time when the Company is of sufficient size, a separate Nomination Committee will be
formed.
Principle 4 - Safeguard integrity in financial reporting
4.1 The Company does not have an Audit Committee.
4.2 Given point 4.1, the structure of the Audit Committee does not currently comply with the structure set out in the Board charter adopted by the Company. At such time when the Company is of sufficient size, a separate Audit Committee will be formed.
PDF Versions Of The Various Governance Policies Are Available Below:
Corp Governance Board Charter
Code Of Conduct Policy
Continuous Disclosure Policy
Share Trading Policy

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