AuKing Mining Limited Prospectus

11.8 Independent Professional Advice A Director may seek independent advice, including legal advice, where he or she believes it is necessary to properly discharge his or her duties as a Director. The Company will pay for the reasonable cost of this advice provided that the Director has obtained the prior written approval of the Chairperson (including for the cost of the advice). 11.9 Remuneration Arrangements The Board has not formally established a remuneration committee ( Remuneration Committee ) as the Directors consider that the Company is not of a size not are its affairs of such complexity as to justify the formation of this Committee. The Board considers that it is able to deal efficiently and effectively with reviewing and implementing the remuneration policies and practices of the Company. The Corporate Governance Charter provides that no executive Director is involved in deciding his or her own remuneration and each executive Director is cognisant of any potential conflict of interest that may arise if he is involved in setting remuneration for other executives that may indirectly affect his own remuneration. The Board is responsible for designing remuneration policies in such a way to ensure that the policy: a. motivates Directors and Management to pursue the long-term growth and success of the Company within an appropriate control framework; and b. demonstrates a clear relationship between key executive performance and remuneration. The Company will review its position annually and determine whether a Remuneration Committee needs to be established. 11.10 Trading Policy The Company has adopted a trading policy ( Trading Policy ) which is intended to ensure that persons who are discharging managerial responsibilities including but not limited to Directors, do not abuse, and do not place themselves under suspicion of abusing Inside Information that they may be thought to have, especially in periods leading up to an announcement of the Company. Under the terms of the Trading Policy, a Restricted Person must not deal with Securities of the Company unless a clearance to deal is obtained in accordance with the Trading Policy or the dealing is an Excluded Dealing. Further, a Restricted Person must not deal with Securities of the Company if such a dealing would involve: a. use of inside information; b. short-term selling; c. short selling; or d. hedging transactions. 11.11 External Audit The Board is responsible for the initial appointment of the external auditor and the appointment of a new external auditor when any vacancy arises. Any appointment made by the Board must be ratified by shareholders at the next AGM of the Company. The Board will be responsible for: a. considering and making recommendations regarding the appointment and removal of the external auditor and approving the remuneration and terms of engagement of the external auditor; and b. monitoring and reviewing the external auditor’s independence, objectivity and effectiveness, taking into consideration relevant professional and regulatory requirements and the performance of the external auditor; and c. developing and implementing policy on the engagement of the external auditor to supply non-audit services, taking into account relevant ethical guidance regarding the provisions of non-audit services by the external audit firm and making recommendations on any proposal by the external auditor to provide non-audit services. 11. Corporate Governance continued 214