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Annual Report 2018 

Astron Corporation Limited 

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Annual Report 2018 
Astron Corporation Limited 

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Annual Report 2018 
Astron Corporation Limited 

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Annual Report 2018 
Astron Corporation Limited 

is  commissioning  a 
Astron 
processing  plant  to  process 
up to 150,000 tons per annum 
of rutile 

Astron Corporation Limited ARBN 154 924 553 

Incorporated in Hong Kong, Company Number: 

1687414 Annual Report for the Year Ended 30 

June 2018 

CAUTIONARY STATEMENT 

Certain sections of this report contain forward-looking statements that are subject to risk factors associated with, 
among others, the economic and business circumstances occurring from time to time in the countries and sectors 
in  which  the  Astron  Group  operates.  It  is  believed  that  the  expectations  reflected  in  these  statements  are 
reasonable but they may be affected by a wide range of variables which could cause results to differ materially 
from those currently. 

COMPETENT PERSONS STATEMENT 

The information in this report that relates to Exploration Results and Mineral Resources for the Donald Project is 
based  on information  compiled  by  Mr  Rod Webster,  a  Competent  Person  who  is a  Member  of  the  Australasian 
Institute of Mining and Metallurgy and Australian Institute of Geoscientists. Mr Webster is a full-time employee of 
AMC  Consultants  Pty  Ltd  and  is  independent  of  DMS,  the  owner  of  the  Donald  Project  Mineral  Resources.  Mr 
Webster  has  sufficient  experience  that  is  relevant  to  the  style  of  mineralisation  and  type  of  deposit  under 
consideration  and  to  the  activity  being  undertaken  to  qualify  as  a  Competent  Person  as  defined  in  the  2012 
Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr 
Webster consents to the inclusion in the report of the matters based on his information in the form and context in 
which it appears. 

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Annual Report 2018 
Astron Corporation Limited 

Contents 

Chairman’s Report ................................................................................... 6 

Donald Mineral Sands Project – Murray Basin......................................... 8 

Senegal Mineral Sands Project – Niafarang .......................................... 10 

China ..................................................................................................... 12 

Astron’s History ..................................................................................... 18 

Corporate Governance Statement ......................................................... 19 

Mineral resource statement for Astron and its Subsidiaries ................... 33 

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Annual Report 2018 
Astron Corporation Limited 

Chairman’s Report 

Dear Shareholders, 

A processing plant and warehouse to process up to 150,000 tons per annum has been completed and 
commissioning commenced in January 2019. 

The Yingkou plant will be a precursor for DMS production. In the first instance, the plant will process 
TiO2  feedstock  that  has  been  sourced  by  Astron,  which  is  then  planned  to  be  for  immediate  sale  to 
customers. 

Developing  this  plant  will  allow  Astron  to  transition  to  feedstock  from  its  Senegal  project.  Over  time, 
this will then transition to processing DMS material. As the plant is modularised there are opportunities 
to  increase  its  size  and  production  output  over  time,  based  on  quantity  of  feedstock  and  customer 
demand. 

The DMS project  will include a WCP in Australia and  an MSP, the  MSP  will be  the  Yingkou plant.  A 
previous amount of 2,000 tons which was used for design work, and in the recently completed financial 
year a further 1,000 tons was extracted for a pilot plant for WCP MSP customer application test. 

A  primary  focus  for  Astron  this  year  has  been  the  construction  of  the  processing  plant  in  China  for 
processing feedstock, for which commissioning has commenced. 

OPERATIONS REVIEW 

China Operations 

Astron will produce TiO2 feedstock from its processing plant once commissioning is completed, and up 
to 150,000 tons per annum can be processed. 

DMS Summary 

From an external perspective, the business cycle for the Zircon and Titanium industry is anticipated to 
improve following a 5 year of low. DMS will start construction of the Donald Mineral Sands project once 
final  financing  milestones  have  been  achieved  and  hopes  to  enjoy  the  benefits  of  the  forthcoming 
positive  industry  cycle.  As  part  of  this,  Astron  continues  to  work  the  various  funding  options  DMS 
project. 

Senegal 

As part of the process, Astron remains engaged with the local community where possible, this includes 
such commitments as sponsoring the Regional. The Team, a Major League Soccer team representing 
the region / province of Casamance hosted an official signing ceremony where Astron representatives 
attended to present its present and future support for the team. Astron continues negotiations with the 
implementation of learning and development opportunities and  industry  alternatives or growth for the 

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region’s economic and social development program. 

Astron has delivered all the equipment and relevant facilities required for Senegal Project, the wells will 
start few weeks. 

Annual Report 2018 
Astron Corporation Limited 

USA Developments 

USA has shipped 50,000 tons raw materials to China. 

THE YEAR AHEAD 

For  the  coming  year,  Astron  will  be  focused  on  the  production  of  rutile  and  become  one  of  the  best 
manufacturers in the world. 

Astron will also focus on bringing the Niafarang Project in Senegal into production. 

Regarding DMS,  Astron  is  renting a pilot plant in Australia for customer application and  investigating 
options for financing the Donald Project in Victoria. 

Finally,  I  thank  my  team  at  Astron  for  their  continued  support,  hard  work  and  enthusiasm  and  I  look 
forward to entering an exciting new phase with you all. 

Gerard King 
Chairman 

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Annual Report 2018 
Astron Corporation Limited 

Donald Mineral 
Sands Project – 
Murray Basin 

Project Status: Financing and Detailed Engineering Definition Stage 

World Class Zircon rich deposit – The Murray Basin is an iconic Geological formation where it 
has  layered  our  land  as  we  know  it  today  with  high  value  and  high-grade  mineral  sands 
anomalies. The Donald project area is a significant generational opportunity for our regional 
communities. 

To achieve Astron’s global objectives during 2018 much effort was given to the planning and 
housekeeping  of  existing  design  and  external  reporting  requirements.  Strategies  were 
implemented to focus on value adding outcomes related to defining the next phase of works. 

In  early  2018,  DMS  completed  its  second  extraction  of  Run  of  Mine  Material  during  which 
significant  tests  were  carried  out  under  a  separate  work  plan  permit  to  excavate  an  ore 
sample and conduct selective geotechnical and metallurgical tests within the previous test pit 
vicinity. 

Pit wall stability of material in dry and wet zones, overburden and ore were completed during 
a  1,000t  ore  sample  excavation  program.  Further  assessments  will  be  conducted  in  due 
course  in  material  placement,  rehabilitation  and  post  back-fill  environmental  condition 
monitoring. 

This  test  work  was  an  important  step  in  progressing  the  DMS  Project  final  submission  and 
approval of the final Work Plan. The test pit Run of Mine (ROM) material will be refined into 
final  products  for  the  development  of  marketing  samples  and  long  term  global  off  take 
agreements. 

Subsequent to the extraction, the site underwent preliminary rehabilitation, and in May 2018 
was returned to its original agricultural use, and is currently sown to barley. 

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Annual Report 2018 
Astron Corporation Limited 

Specific tasks – 2019 

Continue to work towards completion of project work plan and update EIS where necessary 
Dependent on funding, initiate detailed phases and execution strategies, the following actions 
are proposed: 

Commence execution and development of the Astron owners’ team – engineering, planning, 
project management 

⚫  Commence final review of the detailed engineering scope and optimisation processes 

⚫  Commence long lead item procurement 

⚫  Commence detailed engineering 

⚫  Execute and ramp up community engagement program 

⚫  Commence road upgrade engineering and design Commence initial pipeline upgrades to 

site for process water access 

⚫  Compile final PEP (Project execution Plan) 

⚫  Develop project base and head office – owners team spread across Project site, head 

office and China 

⚫  Define and lock down Design Criteria’s and Financing Strategies. 

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Annual Report 2018 
Astron Corporation Limited 

Senegal Mineral 
Sands Project – 
Niafarang 

Niafarang Project progressed significantly with respect to Astron’s presence with the country 

and more specifically locally represented  through senior team site visits including in-country 

representation through Astron’s consultancy and visible working groups. 

Equipment is shipped to the project site, and local procurement has commenced. 

Reporting  period  achievement  and  forecast  2019  milestones  include,  Awarding  of  Road 

Construction and Well Drilling Contracts. 

Detailed  mine  planning  and  cross  section  developments  Preliminary  design  and  Scope  of 

Facilities 

Modelling of the High-Grade beach deposit near surface level. 

Upgrade  of  ore  reserves  to  comply  with  JORC  2012,  including  mine  production  grades,  as 

well as zircon, rutile and ilmenite specifications. 

Construction commencement. 

Mine start up and first shipment of HM to China for processing Final product sales of process 

minerals (zircon, rutile & ilmenite). 

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Annual Report 2018 
Astron Corporation Limited 

Environmental, social and other aspects 

Astron has obtained environmental approvals for the project as part of the grant of the Small 
Mining  Licence  (SML).  Whilst  some  concerns  were  raised  regarding  the  environmental 
impact of this project (marine erosion and sea level change), these matters were addressed 
as part of the environmental approval process and addressing these risks is an important part 
of the project plan. 

Other  social  issues  are  being  addressed  through  the  planning  and  resettlement  process, 
including Astron’s opportunities to provide benefits to the local communities living on or near 
the Niafarang dunes, which include fruit farming, wells, jobs and infrastructure. 

Astron  is  striving  for  a  cooperative  approach  with  local  communities  and  businesses, 
particularly  given  the  anticipated  opportunities  for  employment  and  economic  development 
within the local regions. 

Astron’s long term future in West Africa 

The  future  of  Astron  Senegal  project  includes  consideration  for  further  exploration  and 
potential expenditure. 

Astron  has  several  large  area’s  identified  for  future  exploration  and  potential  expenditure 
within  the  local  region  of  Casamance,  Senegal.  The  exploration  areas  will  be  determined 
through  a  detailed  assessment  to  ensure  environmental  areas  with  low  sensitivity  are 
prioritised. 

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Annual Report 2018 
Astron Corporation Limited 

China 

REBUILD OF ADVANCE MATERIALS AND MANUFACTURING BASE IN CHINA 

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Annual Report 2018 
Astron Corporation Limited 

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Annual Report 2018 
Astron Corporation Limited 

REBUILD OF ADVANCE MATERIALS AND MANUFACTURING BASE IN CHINA 

In April 2018, Astron signed a construction contract for a processing plant and warehouse to 
process  up  to  150,000tpa  artificial  rutile  for  use  as  a  high-quality  feedstock  for  chlorination 
methods with TiO2 powder production plants in China. 

Astron  will  produce  TiO2  feedstock  from  its  processing  plant  once  commissioning  is 
completed,  and  it  is  anticipated  that  up  to  150,000  tons  per  annum  should  be  able  to  be 
processed. 

The  project  includes  a  new  10,000m2  warehouse  and  10,000m2  hardstand  for  raw  material 
stocks. 

Currently  most  TiO2  industry  market  expansion  is  ongoing  to  build  up  to  600,000tpa  of 
chlorination  process  capacity  2019  in  China,  creating  a  big  demand  for  suitable  high  purity 
feedstocks in early 2019. 

Initially,  Astron  will  use  suitable  available  lower  grade TiO2 feedstock,  although  it  intends  to 
ultimately use its own main TiO2 feedstock from its Donald project in Victoria, Australia. The 
Donald Project is working towards commencing its development and execution activities. 

The rebuild is welcomed by directors as a significant first step in rebuilding Astron as a major 
advanced materials company. 

Current  suppliers  for  specialty  chlorination  feedstocks  include  most  major  heavy  minerals 
producers, and current prices are in the order of USD1000 per ton CIF in China. 

Developed Products 

Nuclear-grade zirconia production Yingkou, People's Republic of China 

200tpa high purity zirconium sponge production facility and an independent lab equipped with 
advanced  analysers  including  Bruker  S8  XRF,  Leeman ICP  and  laser  particle  size  analyser 
Atomic energy (high purity grade) zirconia production facility in operation already, producing 
high-quality high purity grade zirconia products. 

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Annual Report 2018 
Astron Corporation Limited 

Specialty R&D 

Sponge zirconium technology 

Astron  has  succeeded  in  producing  high  purity  grade  zirconia  containing  hafnium  less  than 
50ppm  by  TBP-HCL-HNO3  extraction  method.  A  facility  of  200tpa  highly-pure  zirconia  has 
been established, with independent lab equipped with ICP and XRF etc. 

Removal of Zircon Impurities Astron has spent nearly ten years and succeeded in removing 
U/Th/Fe/Ti from zircon. This can greatly improve the quality of zircon. Lower impurity content 
makes better glaze colour, which can provide premium raw materials for ceramics, refractory, 
casting and chemical industry in China. The concentrated U solid waste can provide uranium 
resource of low cost and high content to nuclear industry. 

Pelletizing technology 

Rutile pelletizing is a process to solve the problem of fine rutile being unable to be used for 
TiCl4.  This  can  also  indirectly  improve  the  fine  rutile  value.  It  is  one  of  the  methods  of 
recovering the blow-off of chlorinator. With chlorination, the particle size of the rutile products 
being  processed  in  this  method  enables  better  chlorination  than  common  rutile  and  slag 
materials. 

CP TiO2 technology 

Astron spent  3 years  and  more  than  several  tens  of million  RMB  in completing the  detailed 
design of 90,000tpa CP TiO2 Project with the cooperation with a team of experts in China and 
overseas. 

ZOC technology 

Alkaline  fusion  is  being  generally  used  for  ZOC  industry  with  great  pollution  and  poor 
economy.  Astron’s  CP  method  is  environment  agreeable  with  its  by  products  being  of 
improved economy. 

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Annual Report 2018 
Astron Corporation Limited 

SUSTAINABLE DEVELOPMENT 

Astron’s  sustainable  development  encompasses  our  commitment  and  policy  towards  our 
employees, local communities, health and safety, and the environment. 

EMPLOYEES AND OTHER STAKEHOLDERS 

Astron  Group  currently  has  about  60  employees.  We  take  our  responsibility  to  our  staff 
seriously through our human resources policies. 

Astron’s  human  resources  policies  demonstrate  care  and  concern  for  our  staff  and  their 
training,  development  and  happiness,  as  well  as  care  and  concern  for  our  customers, 
suppliers and shareholders. 

In  Astron,  salaries  are  based  on  competitiveness  within  the  local  market  environment. 
Additionally,  some  key  employees  have  a  variable  performance  related  bonus  which  is 
determined by pre- arrangement with alignment with individual and team objectives. 

LOCAL COMMUNITIES 

Astron  is  committed  to  bringing  positive  change  to  the  communities  surrounding  its  mining 
operations. 

Astron’s Donald Project has been planned in close consultation with the local community  to 
provide significant economic and social benefits to the community. 

In  2018  Astron  purchased  a  printer  for  the  Minyip  branch  of  the  State  Emergency  Service, 
who  provide  critical  local  assistance to  minimise  the  impact  of  emergencies  and  strengthen 
the community’s capacity to plan, respond and recover when emergencies occur. 

The  new  printer  will  assist  with  the  provision  of training for  volunteer members  and general 
administrative support of the unit. 

Astron  also  sponsored  the  Minyip  Art  Show,  the  Minyip  Golf  Club,  as  well  as  the  Donald 
Scout  group’s  Muddy  Duck  event.  In  addition,  sponsorship  of  the  Minyip  Murtoa  Football 
Club’s  “Buddy  Program”  saw  senior  football  players  mentor  the  skills  of  juniors  over  three 
nights throughout the playing season, building the skills, confidence and fitness of developing 
footballers.

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Astron Corporation Limited 

Astron  is  also  in  the  process  of  planning  a  community  fruit  farming  initiative  in  Senegal, 
nearby to Astron’s Niafarang Project and considering other options for a dried fruit business. 
The  social  impact  of  the  Niafarang  project  and  acceptance  of  it  has  been  the  focus  point 
during the year, in particular by focusing on communication strategies and information drives 
on small groups. Part of the engagement with local communities has included discussions of 
opportunities including the potential for a dried fruit business, community soccer sponsorship 
arrangements  and  other  ways  in  which  the  project  and  Astron  may  benefit  the  local 
communities, as well as Senegal as a whole. 

ENVIRONMENT 

Astron  strives  to  be  the  best  in  class  performance  in  all  aspects  of  environmental 
management. Compliance with all applicable legal requirements and legal codes of practice 
is seen as a minimum standard and we work to prudently reduce emissions and waste. 

The  Astron  Group  is  totally  committed  to  continuing  environmental  vigilance  and  improving 
systems of control, compliance and results such as the minimisation of all kinds of waste from 
mining and down streaming processes where practicably possible. 

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Annual Report 2018 
Astron Corporation Limited 

Astron’s background 
and history 

Astron  Corporation  Ltd  (Astron)  is  domiciled  in  Hong  Kong  and  listed  on  the  Australian 
Securities Exchange (ASX). Astron is well-known in the industry globally, specialized in its 
zirconium and titanium business. 

Astron’s main focus is developing its two wholly owned mineral sands projects, the Donald 
Project in Australia and the Niafarang project in Senegal, West Africa. 

The Donald project is one of the largest known zircon and titanium resources in the world. 

The  Niafarang  project  in  Senegal,  West  Africa,  is  a  high-grade  coastal  mineral  sands 
deposit, to be excavated using simple dredge mining and processing methodologies. Astron 
has  obtained the  mining  licence  for  the  Niafarang  Project  and  continues  to  work  on  social 
acceptance and other relevant social resettlement programs. 

A  primary  focus  for  Astron  this  year  has  been  the  construction  of  the  processing  plant  for 
processing feedstock, for which commissioning has commenced. While initially this plant will 
be  used  to  process  and  upgrade  the  low-grade  TiO2  feedstock  that  Astron  has  recently 
acquired, the long-term plans for this plant are to develop processes for refining HMC from 
Senegal  and  then  DMS.  Astron  continues  to  work  on  commissioning  the  processing  plant 
and using the outputs to develop Astron’s markets. 

Astron  has  continued  to  build  on  its  unique  25-year  track  record  in  China  as  a  Chinese-
Australian  company  in  developing,  selling  and  marketing  zirconium  and  titanium  products. 
Astron has significant research and technology capabilities in titanium and zirconium metal 
and  chemical  processes.  Astron  carries  on  its  Chinese  mineral  sands  trading  business  to 
maintain close  relationships  with its key  customers.  Astron  continues  to further  develop  its 
technical capabilities of producing zircon and titanium metals and chemicals in establishing 
customer specific satisfaction. 

Astron  was  at  one  time  the  largest  quality  manufacturer  of  fused  zirconia  and  zirconium 
carbonate in the world. Astron was also a leading company that introduced titanium slag into 
the market in China. 

In the meantime, Astron was also a pioneering company that introduced tailing processing 
technology into China. Astron has strong research and development of zirconium, titanium 
and  chemical  products  with  many  proprietary  technologies.  Astron  is  a  manufacturer  of 
zirconium  and  titanium  resource  and  high-end  materials  in  the  world.  Astron  built  a  small-
size high purity zirconia production facility towards the end of 2014. 

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Annual Report 2018 
Astron Corporation Limited 

CORPORATE GOVERNANCE STATEMENT 

The Board of Astron is responsible for the corporate governance of the Group. The Board 
guides  and  monitors  the  business  and  affairs  of  Astron  on  behalf  of  the  shareholders  by 
whom  they  are  elected  and  to  whom  they  are  accountable.  This  statement  reports  on 
Astron’s key governance principles and practices. 

1.  COMPLIANCE WITH BEST PRACTICE RECOMMENDATIONS 

The Company, as a listed entity, must comply with the Corporations Act 2001 (so far as it 
applies  to  foreign  registered  companies)  and  the  Australian  Securities  Exchange  (ASX) 
Listing Rules. The ASX Listing Rules require the Company to report on the extent to which 
it has followed the Corporate Governance Principles and Recommendations published by 
the ASX Corporate Governance Council. Where a recommendation has not been followed, 
that fact is disclosed, together with the reasons for the departure. 

The  table  below  summaries  the  Company’s  compliance  with  the  Corporate  Governance 
Council’s Principles and Recommendations: 

Principle # 

  ASX Corporate Governance Council Recommendations 

Reference 

Comply 

Principle 1 

Lay solid foundations for management and oversight 

1.1 

A listed entity should disclose: 

2.1 

Yes 

(a) 

(b) 

the respective roles and responsibilities of its board 
and management; and 

those matters expressly reserved to the board and 
those delegated to management. 

1.2 

A listed entity should: 

2.2, 3.2 

Yes 

1.3 

1.4 

1.5 

(a) 

(b) 

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

provide security holders with all material 
information in its possession relevant to a decision 
on whether or not to elect or re-elect a director. 

A listed entity should have a written agreement with each director 
and senior executive setting out the terms of their appointment. 

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. 

A listed entity should: 

(a) 

have a diversity policy which includes requirements 
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 

3.2 

2.6 

6.3 

No 

Yes 

Yes 

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6.3 

Yes 

1.5 
(continued): 

(c) 

disclose as at the end of each reporting period the 
measurable objectives for achieving gender 
diversity set by the board or a relevant committee 
of the board in accordance with the entity’s 
diversity policy and its progress towards achieving 
them, and either: 

(1) 

(2) 

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 purposes); or 
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. 

1.6 

A listed entity should: 

2.8, 3.2 

Yes 

3.2, Remuneration 
Report 

Yes 

3.2 

No 

(a) 

(b) 

have and disclose a process for periodically 
evaluating the performance of the board, its 
committees and individual directors; and 

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

1.7 

A listed entity should: 

(a) 

(b) 

have and disclose a process for periodically 
evaluating the performance of its senior executives; 
and 

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

Principle 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 

is chaired by an independent director, 

(2) 
and disclose: 

(3) 
(4) 

(5) 

the charter of the committee; 
the members of the committee; and 

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 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. 

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 membership. 

2.2, 2.3 

Yes 

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2.3 

A listed entity should disclose: 

2.3, 2.5 

Yes 

Annual Report 2018 
Astron Corporation Limited 

(a) 

(b) 

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

if a director has an interest, position, association or 
relationship of the type described in Box 2.3 (which 
appears on page 16 of the ASX Recommendations 
and is entitled “Factors relevant to assessing the 
independence of a director”) 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. 

2.4 

2.5 

2.6 

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

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. 

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. 

2.5 

2.3, 2.4, 2.5 

No 

Yes 

3.2 

Yes 

Principle 3  Act ethically and responsibly 

3.1 

A listed entity should: 

(a) 

have a code of conduct for its directors, senior 
executives and employees; and 

(b) 

disclose that code or a summary of it. 

Principle 4 

Safeguard integrity in corporate reporting 

4.1 

The board of a listed entity should: 

(a) 

have an audit committee which: 

6.1 

Yes 

3.1 

No 

(1) 

(2) 

has  at  least  three  members,  all  of  whom  are 
non-executive directors and a majority of whom 
are independent directors; and 

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

and disclose: 
(3) 

the charter of the committee; 

(4) 

(5) 

the relevant qualifications and experience of the 
members of the committee; and 

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 

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4.1 
(continued) 

(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. 

4.2 

4.4 

The board of a listed entity should, before it approves the entity’s 
financial statements for a financial period, receive from its CEO 
and CFO 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. 

A listed entity that has an AGM should ensure that its external 
auditor attends its AGM and is available to answer questions 
from security holders relevant to the audit. 

Principle 5  Make timely and balanced disclosure 

3.1 

No 

5.3 

No 

4.1 

No 

5.1 

A listed entity should: 

4.2 

Yes 

(a) 

have a written policy for complying with its 
continuous disclosure obligations under the Listing 
Rules; and 

(b) 

disclose that policy or a summary of it. 

Principle 6 

Respect the rights of security holders 

6.1 

6.2 

6.3 

6.4 

A listed entity should provide information about itself and its 
governance to investors via its website. 

A listed entity should design and implement an investor relations 
program to facilitate effective two-way communication with 
investors. 

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

A listed entity should give security holders the option to receive 
communications from, and send communications to, the entity 
and its security registry electronically. 

Principle 7  Recognise and manage risk 

7.1 

The board of a listed entity should: 

(a) 

have a committee or committees to oversee risk, 
each of which: 

4.1, 4.2 

4.1, 4.2 

Yes 

Yes 

4.1, 4.2 

Yes 

4.1, 4.2 

Yes 

3.1 

No 

(1) 

has at least three members, a majority of whom 
are independent directors; and 
is chaired by an independent director, 

(2) 
and disclose: 

(3) 
(4) 

the charter of the committee; 
the members of the committee; and 

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 

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7.1 
(continued) 

(b) 

if it does not have a risk committee or committees 
that satisfy (a) above, disclose that fact and the 
processes it employs for overseeing the entity’s 
risk management framework. 

3.1 

No 

7.2 

The board or a committee of the board should: 

5.1, 5.2 

Yes 

(a) 

(b) 

review the entity’s risk management framework at 
least annually to satisfy itself that it continues to be 
sound; and 

disclose, in relation to each reporting period, 
whether such a review has taken place. 

7.3 

A listed entity should disclose: 

3.1 

No 

5.1 

Yes 

3.2 

No 

(a) 

(b) 

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

if it does not have an internal audit function, that 
fact and the processes it employs for evaluating 
and continually improving the effectiveness of its 
risk management and internal control 
processes 

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

7.4 

Principle 8  Remunerate fairly and responsibly 

8.1 

The board of a listed entity should: 

(a) 

have a remuneration committee which: 

(1) 

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

is chaired by an independent director, 

(2) 
and disclose: 

(3) 
(4) 
(5) 

the charter of the committee; 
the members of the committee; and 
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 remuneration committee, 
disclose that fact and the processes it employs for 
setting the level and composition of remuneration 
for directors and senior executives and ensuring 
that such remuneration is appropriate and not 
excessive. 

8.2 

8.3 

A listed entity should separately disclose its policies and practices 
regarding the remuneration of non-executive directors and the 
remuneration of executive directors and other senior executives. 

3.2, Remuneration 
Report 

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

6.2, Remuneration 
Report 

(a) 

have a policy on whether participants are permitted 
to enter into transactions (whether through the use 
of derivatives or otherwise) which limit the 
economic risk of participating in the scheme; and 

(b) 

disclose that policy or a summary of it. 

Yes 

Yes 

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2. 

THE BOARD OF DIRECTORS 

Roles and Responsibilities of the Board 

2.1. 
The  Board  is  accountable  to  the  shareholders  and  investors  for  the  overall  performance  of 
the Company and takes responsibility for monitoring the Company’s business and affairs and 
setting its strategic direction, establishing and overseeing the Company’s financial position. 
The Board is responsible for: 

2.1.1. 

2.1.2. 

2.1.3. 

2.1.4. 

2.1.5. 

2.1.6. 

2.1.7. 
2.1.8. 
2.1.9. 

Appointing,  evaluating,  rewarding  and  if  necessary  the  removal  of  the  Chief 
Executive Officer ("CEO") or their functional equivalent and senior management; 
Development of corporate objectives and strategy with management and approving 
plans,  new  investments,  major  capital  and  operating  expenditures  and  major 
funding activities proposed by management; 
Monitoring  actual  performance  against  defined  performance  expectations  and 
reviewing operating information to understand at all times the state of the health of 
the Company; 
Overseeing  the  management  of  business  risks,  safety  and  occupational  health, 
environmental issues and community development; 
Satisfying itself that the financial statements of the Company fairly and accurately 
set  out  the  financial  position  and  financial  performance  of  the  Company  for  the 
period under review; 
Satisfying  itself  that  there  are  appropriate reporting  systems  and  controls  in place 
financial,  compliance,  risk 
to  assure 
management  and 
functioning 
in  place  and 
appropriately; 
Approving and monitoring financial and other reporting; 
Assuring itself that appropriate audit arrangements are in place; 
Ensuring  that  the  Company  acts  legally  and  responsibly  on  all  matters  and 
assuring  itself  that  the  Company  has  adopted  a  Code  of  Conduct  and  that  the 
Company practice is consistent with that Code; and other policies; and 

that  proper  operational, 
internal  control  process  are 

the  board 

2.1.10.  Reporting to and advising shareholders. Other than as specifically reserved to the 
Board,  responsibility  for  the  day-to-day  management  of  the  Company’s  business 
activities is delegated to the CEO and senior management. 

2.2. 
The Directors determine the composition of the Board employing the following principles: 

Board Composition 

2.2.1. 

2.2.2. 

2.2.3. 

2.2.4. 

2.2.5. 

the  Board,  in  accordance  with  the  Company’s  constitution  must  comprise  a 
minimum of three directors; 
the  roles  of  the  Chairman  of  the  Board  and  of  the  CEO  should  be  exercised  by 
different individuals; 
the  majority  of  the  Board  should  comprise  directors  who  are  non-executive 
(however  this  is  not  currently  the  case  and  the  Company  is  seeking  to  address 
this); 
the  Board  should  represent  a  broad  range  of  qualifications,  experience  and 
expertise considered of benefit to the Company; and 
the Board must be structured in such a way that it has a proper understanding of, 
and competency in, the current and emerging issues facing the Company, and can 
effectively review management’s decisions. 

The  Company’s  constitution  requires  one-third  of  the  directors  (or  the  next  lowest  whole 
number)  to  retire  by  rotation  at  each  Annual  General  Meeting  (AGM),  other  than  the 
managing director. The directors to retire at each AGM are those who have been longest in 
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office since their last election. Where directors have served for equal periods, they may agree 
amongst themselves or determine by ballot who will retire. A director must retire in any event 
at the third AGM since he or she was last elected or re-elected. Retiring directors may offer 
themselves for re-election. 
A director appointed as an additional or casual director by the Board will hold office until the next 
AGM when they may be re-elected. Any director appointed as an additional or casual director, is 
not to be taken into account in determining the number of directors required to retire by rotation. 

Board Membership 

2.3. 
The Board is currently comprised of one non-executive directors and two executive directors. 
Details  of  the  Board  member’s  experience,  expertise  and  qualifications  are  set  out  in  the 
Directors’ Report of the Annual Financial Statements under the heading “Directors Report”. 
The Board of Directors at the time of issue of this report comprises: 

2.3.1. 
2.3.2. 
2.3.3. 

Gerard (Gerry King (Chairman of Directors (Non-Executive 
Alexander (Alex Brown (Managing Director/President 
Mdm Kang Rong (Deputy Managing Director (Executive 

2.4. 
Chairman 
The Chairman is responsible for: 

2.4.1. 
2.4.2. 
2.4.3. 

2.4.4. 
2.4.5. 

2.4.6. 
2.4.7. 
2.4.8. 

leadership of the Board; 
the efficient organisation and conduct of the Board’s functions; 
the promotion of constructive and respectful relations between Board members and 
between the Board and management; 
facilitating the effective contribution of all Board members; and 
committing  the  time  necessary  to  effectively  discharge  the  role  of  the  Chairman. 
The CEO is responsible for: 
briefing directors in relation to issues arising at Board meetings; 
implementing the Company’s strategies and policies; and 
the day-to-day management of the Group’s business activities. 

The  Board  specifies  that  the  roles  of  the  Chairman  and  the  CEO  are  separate  roles  to  be 
undertaken by separate people. 

Independent Directors 

2.5. 
The Company recognises that independent directors are important in assuring shareholders that 
the Board is properly fulfilling its role and is diligent in holding senior management accountable for 
its  performance.  The  Board  assesses  each  of  the  directors  against  specific  criteria  to  decide 
whether they are in a position to exercise independent judgment. 
Directors  of  Astron  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 judgement. 
In  making  this  assessment,  the  Board  considers  all  relevant  facts  and  circumstances. 
Relationships  that  the  Board  will  take  into  consideration  when  assessing  independence  are 
whether a director: 

2.5.1. 

2.5.2. 

2.5.3. 

is  a  substantial  shareholder  of  the  Company  or  an  officer  of,  or  otherwise 
associated directly with, a substantial shareholder of the Company; 
is  employed,  or  has  previously  been  employed  in  an  executive  capacity  by  the 
Company  or  another  group  member,  and  there  has  not  been  a  period  of  at  least 
three years between ceasing such employment and serving on the Board; 
has within the last three years been a principal of a material professional advisor or 
a  material  consultant  to  the  Company  or  another  group  member,  or  an  employee 

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2.5.4. 

2.5.5. 

2.5.6. 

materially associated with the service provided; 
is  a material  supplier  or  customer  of  the  Company  or  other  group member,  or  an 
officer  of  or  otherwise  associated  directly  or  indirectly  with  a  material  supplier  or 
customer; or 
has a material contractual relationship with the Company or another group member 
other than as a director. 
has been a director of the entity for such a period that his or her independence may 
have been compromised. 

The  Board  notes  that  the  mere  fact  that  a  director  has  served  on  a  Board for  a  substantial 
period does not mean that he or she has become too close to management to be considered 
not  independent.  The  Board  will  regularly  assess  the  independence  of  all  and  any  director 
who serves on the Board. 
Family ties and cross-directorships may be relevant in considering interests and relationships 
which may affect independence, and should be disclosed to the Board. 
The Company does not comply with ASX Recommendation 2.4, as there is not a majority of 
non-  executive  directors  nor  is  there  a  majority  of  independent  directors  on  the  Board.  In 
accordance  with  the  definition  of  independence  above,  only  one  of  the  directors  of  the 
Company is considered to be independent. 
The Board believes that the Company is not of sufficient size to warrant the inclusion of more 
independent  non-executive  directors  in  order  to  meet  the  ASX  recommendation  of 
maintaining a majority of independent non-executive directors. The Company maintains a mix 
of directors from different backgrounds with complementary skills and experience. 
In recognition of the importance of independent views and the Board’s role in supervising the 
activities of management the Chairman is a non-executive director. 

Company Secretary 

2.6. 
The appointment, performance, review, and where appropriate, the removal of the Company 
Secretary  is  a  key  responsibility  of  the  Board.  All  directors  have  access  to  the  Company 
Secretary who is accountable directly to the Board, through the Chairman, on all matters to 
do with the proper functioning of the Board. 

Avoidance of Conflicts of Interest by a Director 

2.7. 
In order  to  ensure that  any  interests  of  a  director  in a  particular matter  to  be  considered  by 
the Board are known by each director, each director is required by the Company to disclose 
any relationships, duties or interests held that may give rise to a potential conflict. Directors 
are required to adhere strictly to constraints on their participation and voting in relation to any 
matters in which they may have an interest. 
Directors  are  able  to  access  members  of  the  management  team  at  any  time  to  request 
relevant information. There are procedures in place, agreed by the board, to enable directors, 
in  furtherance  of  their  duties,  to  seek  independent  professional  advice  at  the  company’s 
expense. 

Review of Board Performance 

2.8. 
The performance of the board and each of its committees is reviewed at least annually by the 
Chairman.  Performance  evaluations  are  conducted  annually  which  involve  an  assessment  of 
each board member’s performance against specific and measurable qualitative and quantitative 
performance  criteria.  The  performance  criteria  against  which  directors  and  executives  are 
assessed  is  aligned  with  the  financial  and  non-financial  objectives  of  Astron.  Directors  whose 
performance is consistently unsatisfactory may be asked to retire. 
The performance of each committee is against the requirements of their respective charters. 

3. 

BOARD COMMITTEES 

The  Board  has  the  ability  under  the  Company’s  constitution  to  delegate  its  powers  and 
responsibilities to committees of the Board. 

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Audit and Risk Committee 

3.1. 
The  Board  does  not  have  an  Audit  and  Risk  Committee  and  as  such  the  Group  is  not  in 
compliance  with  Principle  4.1  of  the  ASX  Corporate  Governance  Council.  The  Board 
considers  that  the  Group  is  not  of  a  size,  nor  are  its  financial  affairs  of  such  complexity  to 
justify  the  formation  of  a  separate  audit  and  risk  committee.  The  Board  as  a  whole 
undertakes the selection and proper application of accounting policies, the identification and 
management  of  risk  and  the  review  of  the  operation  of  the  internal  control  systems.  The 
Board considers that the experience and qualifications of the Board will assure the integrity of 
the financial statements of the Group and the independence of the external auditor. 
Where practical and feasible, the Board invites the auditor to attend all general meetings of 
shareholders. 
The Board in lieu of an Audit and Risk Committee is responsible for: 

3.1.1. 

3.1.2. 

3.1.3. 

3.1.4. 

3.1.5. 

3.1.6. 
3.1.7. 

to 

integrity  of 

the  Group’s 

the  quality  and 

reviewing 
financial  reporting 
shareholders, ASX and the Australian Securities and Investments Commission; 
reviewing  the  accounting  policies,  internal  controls,  practices  and  disclosures  to 
assist the Board in making informed decisions, with direct access to management; 
reviewing the scope and outcome of external audits, with direct access to external 
auditors; 
nominating external auditors and reviewing the adequacy of existing external audit 
arrangements; 
ensuring  the  independence  of  external  auditors  and  reviewing  any  other  services 
provided by them; 
reviewing the Group’s risk management systems; and 
reporting on meetings and the results of any assessments and reviews. 

External Auditor 
The  Company’s  policy  is  to  appoint  external  auditors  who  clearly  demonstrate  quality  and 
independence.  The  performance  of  the  external  auditor  is  reviewed  annually,  taking  into 
consideration assessment of performance, existing value and tender costs. 
An analysis of fees paid to the external auditors, including a breakdown of fees for non-audit 
services,  is  provided  in  the  notes  to  the  financial  statements.  It  is  the  policy  of  the  external 
auditors to provide an annual declaration of their independence to the Board. 

Internal Audit 
The  Company  does  not  currently  have  a  formal  internal  audit  function  however  the  Board 
oversee the effectiveness of risk management and internal control. 
The  Board  works  closely  with  management  to  identify  and  manage  operational,  financial  and 
compliance  risks  which  could  prevent  the  Company  from  achieving  its  objectives.  The  Board 
actively  encourages  the  External  Auditor  to  raise  internal  control  issues,  and  oversees 
management’s timely remediation thereof. 

Remuneration and Nomination Committee 

3.2. 
Given  the  present  size  of  the  Group,  the  existing  Board  is  able  to  meet  the  needs  of  the 
Group in the examination of selection and appointment practices without the establishment of 
a nomination committee of the Board as recommended under Principle 2.1. 

Remuneration 
The remuneration  received  by  directors  and  executives in the  current  period  is  contained in 
the  “Remuneration  Report”  section  in  the  Directors’  Report  of  the  Annual  Financial 
Statements. 

The  Company  seeks  to  attract  and  retain  directors  and  executives  with  the  appropriate 
expertise and ability to create value for shareholders. 
The  remuneration  structure  for  non-executive  directors  is  not  related  to  performance.  The 
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Company  aims  to  ensure  non-executive  directors  receive  fees  which  reflect  their  skills, 
responsibilities  and  the  time  commitments  required  to  discharge  their  duties.  The  Company 
does  not  pay  retirement  benefits  to  non-executive  directors  (other  than  superannuation 
contributions in accordance with its statutory superannuation obligations. 
The  remuneration  structure  for  executive  directors  and  other  executives  reflects  the 
Company’s financial resources and as such there is not currently a direct correlation between 
the executive’s reward and individual and Company performance so as to seek to ensure that 
the Company’s remuneration policy is aligned with its long-term business objectives and the 
interests of shareholders and other stakeholders. 

Nomination 
A  profile  of  each  director  is  included  in  the  Directors’  Report  of  the  Annual  Financial 
Statements under the heading “Directors information”. The Company does not have a written 
agreement  in  place  with  each  director  setting  out  the  terms  of  their  appointment.  The 
committee  and  the  Board  consider  the  composition  of  the  Board  at  least  annually,  when 
assessing the Board’s performance and when considering director election and re-election. 
In considering whether the Board will support the election or re-election of incumbent directors, 
the committee considers the skills, experience, expertise, diversity and contribution made to the 
Board  by  the  director  and  the  contribution  that  the  director  is  likely  to  make  if  elected  or  re-
elected. 
When  considering  appointing  new  directors,  the  committee  assesses  the  range  of  skills, 
experience, expertise, diversity and  other attributes from which the  Board  would benefit and  to 
the  extent  to  which  current  directors  possess  such  attributes.  This  assessment  allows  the 
committee  to  provide  the  Board  with  a  recommendation  concerning  the  attributes  for  a  new 
director, such that they balance those of existing directors. 
All material information that is relevant to the decision as to whether or not to elect or re-elect 
a  director  is  provided  to  shareholders  in  the  explanatory  notes  accompanying  the  notice  of 
meeting  for  the  Annual  General  Meeting  at  which  the  election  or  re-election  is  to  be 
considered. 

4. 

TIMELY AND BALANCED DISCLOSURE 

Shareholder Communication 

4.1. 
The Company believes that all shareholders should have equal and timely access to material 
information about the Company including its financial situation, performance, ownership and 
governance. 
The Board aims to ensure that shareholders are informed of all material information relating 
to the Company by communicating to shareholders through: 

4.1.1. 
4.1.2. 
4.1.3. 

continuous disclosure reporting to the ASX; 
its annual reports; and 
media  releases  and  other  investor  relations  publications  on  the  Company’s 
website.  The  Company  provides  other  information  about  itself  and  its governance 
via its website. 

Two-way Communication 
The  Board  is  also  mindful  of  the  importance  of  not  only  providing  information,  but  also 
enabling two-way communication between the Company and its shareholders. 
The  Company  encourages  direct  electronic  contact  from  shareholders  –  the  Company’s 
website  has  a  “Contact  Us”  section  which  allows  shareholders  to  submit  questions  or 
comments. 
The  Company  provides  shareholder  materials  directly  to  shareholders  through  electronic 
means. A shareholder may request a hard copy of the Company's annual report to be posted 
to them. 

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Shareholders  may  also  communicate  via  electronic  means  with  the  Company’s  Share 
Registry and may register to access personal shareholding information and receive electronic 
information. 

General Meetings 
Shareholders are encouraged to participate in general meetings. Copies of any addresses by 
the Chairman or CEO are disclosed to the market and published on the Company’s website. 
At  the  meeting  the  Chairman  encourages  questions  and  comments  from  shareholders  and 
seeks to ensure that shareholders are given ample opportunity to participate. 
The  Company’s  external  auditor  are  not  invited  to  attend  the  Company’s  annual  general 
meeting to answer shareholder questions about the conduct of the audit, the preparation and 
content  of  the  audit  report,  the  accounting  policies  adopted  by  the  Company  and  the 
independence of the auditor in relation to the conduct of the audit, however the Company will 
facilitate any questions from shareholders about these matters. 

Continuous Disclosure Policy 

4.2. 
The Company is committed to ensuring that shareholders and the market are provided with full 
and timely information and that all stakeholders have equal opportunities to receive externally 
available information issued by the Company. 
The  Company’s  “ASX  Disclosure  Policy”  encourages  effective  communication  with  its 
shareholders by requiring that Company announcements: 

4.2.1. 
4.2.2. 
4.2.3. 
4.2.4. 

be factual and subject to internal vetting and authorisation before issue; 
be made in a timely manner; 
not omit material information; 
be  expressed  in  a  clear  and  objective  manner  to  allow  investors  to  assess  the 
impact of the information when making investment decisions; 
be in compliance with ASX Listing Rules continuous disclosure requirements; and 
be placed on the Company’s website following release. 

4.2.5. 
4.2.6. 
The  Company’s  “ASX  Disclosure  Policy”  reinforces 
to 
continuous  disclosure  and  outline  management’s  accountabilities  and  the  processes  to  be 
followed for ensuring compliance. 
The policy also contains guidelines on information that may be price sensitive. The Company 
Secretary has been nominated as the person responsible for communications with the ASX. 
This  role  includes  responsibility  for  ensuring  compliance  with  the  continuous  disclosure 
requirements  with  the  ASX  Listing  Rules  and  overseeing  and  coordinating  information 
disclosure to the ASX. 

the  Company’s  commitment 

5. 

RECOGNISING AND MANAGING RISK 

Board responsibility for risk management 

5.1. 
The  Board  is  responsible  for  ensuring  there  are  adequate  policies  in  relation  to  risk 
management, compliance and internal control systems. The Company’s policies are designed to 
ensure  strategic,  operational,  legal,  reputation  and  financial  risks  are  identified,  assessed, 
effectively  and  efficiently  managed  and  monitored  to  enable  achievement  of  the  Company’s 
business  objectives.  Considerable  importance  is  placed  on  maintaining  a  strong  control 
environment. 
The Company has exposure to the following risks: 

5.1.1. 

5.1.2. 

Funding: The Company is subject to the risks in relation to funding its projects. The 
Board will continue to monitor these risks. 
Currency:  The  Company  is  exposed  to  fluctuations  in  the  RMB  and  USD  against 
the  Australian  dollar  which  can  impact  on  expenditures  related  to  project 
development  and  potentially  future  operations.  Due  to  the  size  and  assets  of  the 

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5.1.3. 

5.1.4. 

is  subject 

Company the Board has not instigated a hedging program. The Board will continue 
to  review  the  implementation  of  hedging  at  each  Board  meeting  to  ensure  it  fits 
within the Company’s hedging policy framework and is deemed appropriate. 
Environmental:  The  Company 
for  existing 
environmental  liabilities  associated  with  its  tenements  as  well  as  potential  new 
liabilities through future mining activities. The Company will continually monitor its 
ongoing  environmental  obligations  and  risks,  and  implement  rehabilitation  and 
corrective  actions  as  appropriate  to  remain  compliant.  These  risks  may  be 
impacted by change in Government policy. 
Market Risk: The Company seeks to reduce investment risk by regularly monitoring 
the market and considering at each Board meeting the ongoing benefits of carrying 
investments or disposal. There are inherent uncertainty risks in the mineral sands 
market, noting the difficult market conditions over recent years. 

to,  and  responsible 

Board Oversight of the Risk Management System 

5.2. 
The  Board  is  responsible  for  approving  and  overseeing  the  risk  management  system.  The 
Board  reviews,  at  least  annually,  the  effectiveness  of  the  implementation  of  the  risk 
management controls and procedures. 
The principle aim of the system of internal control is the management of business risks, with 
a  view  to  enhancing  the  value  of  shareholders'  investments  and  safeguarding  assets. 
Although no system of internal control can provide absolute assurance that the business risks 
will  be  fully  mitigated,  the  internal  control  systems  have  been  designed  to  meet  the 
Company's specific needs and the risks to which it is exposed. 
Annually, the Board is responsible for identifying the risks facing the Company, assessing the 
risks and ensuring that there are controls for these risks, which are to be designed to ensure 
that any identified risk is reduced to an acceptable level. 
Internal control measures currently adopted by the Board include: 

5.2.1. 

5.2.2. 

regular reporting to the Board in respect of operations and the Company’s financial 
position; and 
regular  reports  to  the  Board  by  appropriate  members  of  the  management  team 
outlining the nature of particular risks and highlighting measures which are either in 
place or can be adopted to manage or mitigate those risks. 

Risk Management Roles and Responsibilities 

5.3. 
The  Board  is  responsible  for  approving  and  reviewing  the  Company’s  risk  management 
strategy  and  policy.  Senior  management  is  responsible  for  implementing  the  Board  approved 
risk  management  strategy  and  developing  policies,  controls,  processes  and  procedures  to 
identify and manage risks in all of the Company’s activities. 
The  Board  in  place  of  the  Audit  and  Risk  Committee  is  responsible  for  ensuring  that 
management  has  developed  and  implemented  a  sound  system  of  risk  management  and 
internal control. 

6. 

ETHICAL AND RESPONSIBLE DECISION MAKING 

Code of Ethics and Conduct 

6.1. 
The Board endeavours to ensure that the directors, officers and employees of the Company 
act  with  integrity  and  observe  the  highest  standards  of  behaviour  and  business  ethics  in 
relation to their corporate activities. The “Code of Conduct” sets out the principles, practices, 
and  standards  of  personal  behaviour  the  Company  expects  people  to  adopt  in  their  daily 
business activities. 
All directors, officers and employees are required to comply with the Code of Conduct. Senior 
managers  are  expected  to  ensure  that  employees,  contractors,  consultants,  agents  and 
partners  under  their supervision  are  aware  of the  Company’s  expectations  as  set  out  in the 
Code of Conduct. 

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All directors, officers and employees are expected to: 

6.1.1. 
6.1.2. 
6.1.3. 
6.1.4. 

comply with the law; 
act in the best interests of the Company; 
be responsible and accountable for their actions; and 
observe  the  ethical  principles  of  fairness,  honesty  and  truthfulness,  including 
prompt disclosure of potential conflicts. 

Policy Concerning Trading in Company Securities 

6.2. 
Effective  1  January  2011,  the  Board  implemented  a  Share  Trading  Policy  that  applies  to  all 
directors, officers and employees. This policy sets out the restrictions on dealing in securities by 
people  who  work  for,  or  are  associated  with  the  Company  and  is  intended  to  assist  in 
maintaining  market  confidence  in  the  integrity  of  dealings  in  the  Company’s  securities.  The 
policy stipulates that the only appropriate time for a director, officer or employee to deal in the 
Company’s securities is when they are not in possession of price sensitive information that is 
not generally available to the market. 
As a matter of practice, Company shares may only be dealt with by directors and officers of 
the Company under the following guidelines: 

6.2.1. 

6.2.2. 

6.2.3. 

6.2.4. 

no trading is permitted in the period of one month prior to the announcement to the 
ASX of the Company's quarterly, half year and full year results; 
guidelines  are  to  be  considered  complementary  to  and  not  replace  the  various 
sections of the Corporations Act 2001 dealing with insider trading; and 
prior approval of the Chairman, or in his absence, the approval of two directors is 
required prior to any trading being undertaken. 
Senior  management  are  prohibited  from  entering  into  transactions  which  limit  the 
risk of participating in unvested entitlements under any equity-based remuneration 
scheme. 

Policy Concerning Diversity 

6.3. 
The  Company  encourages  diversity  in  employment  throughout  the  Company  and  in  the 
composition of the Board, as a mechanism to ensure that the Company is able to draw on a 
variety  of  skill,  talent  and  previous  experiences  in  order  to  maximise  the  Company’s 
performance. 
The  Company’s  “Diversity  Policy”  has  been  implemented  to  ensure  the  Company  has  the 
benefit  of  a  diverse  range  of  employees  with  different  skills,  experience,  age,  gender,  race 
and cultural backgrounds. The Company reports its results on an annual basis in the Annual 
Financial Statements in achieving measurable targets which are set by the Board as part of 
implementation of the Diversity Policy. 
The  Company  notes  that  out  of  two  (2  Executive  Directors,  one  (1  is  female.  In  relation  to 
senior  executive  positions,  out  of  seven  (7  two  (2  are  female.  Out  of  the  total  of  62 
employees, 19 are female. 
Astron  is  not  a  “relevant  employer”  under  the  Workplace  Gender  Equality  Act.  The  table 
below  outlines  the  diversity  objectives  established  by  the  Board,  the  steps taken  during  the 
year to achieve these objectives, and the outcomes. 

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Astron Corporation Limited 

Objectives 

Steps Taken/Outcome 

Increase the number of 
women in the workforce, 
including management and 
at board level. 

Out of two (2) Executive Directors, one (1) is female. In 
relation to senior executive positions, out of seven (7), two (2) 
are female. Out of the total of 62 employees, 19 are female.  

Review gender pay gaps 
on an annual basis and 
implement actions to 
address any variances. 

As a part of the annual remuneration review, the Board 
assesses the performance and salaries of all key 
management personnel and executive directors. Any gender 
pay disparities are addressed. 

Provide flexible workplace 
arrangements. 

During the year Astron employed 3 employees on flexible work 
arrangements (2017: 7). 

Provide career 
development opportunities 
for every employee, 
irrespective of any cultural, 
gender and other 
differences. 

While Astron places special focus on gender diversity, career 
development opportunities are equal for all employees. 
Employees are encouraged to attend professional development 
courses/workshops throughout the year. 

Promote an inclusive culture 
that treats the workforce with 
fairness and respect. 

Astron has set a zero-tolerance policy against discrimination of 
employees at all levels. The Company provides avenues to 
employees to voice their concerns or report any discrimination. 
No cases of discrimination were reported during the year 
(2017: Nil). 

Be compliant with all 
mandatory diversity reporting 
requirements. 

Astron is not a “relevant employer” under the Australian 
Workplace Gender Equality Act 2012. 

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Mineral resource statement for Astron and its 
subsidiaries 
Geology and Geological Interpretation 
The  Donald  and  Jackson  Deposits  belong  to  the  so-called  “WIM-style”  fine-grained  mineral 
sands  deposits  discovered  in  the  Wimmera  area  of  the  Murray  Basin  in  the  1980s.  They 
consist of large and broad lobate sheet-like heavy mineral accumulations deposited within the 
Late  Miocene  to  Late  Pliocene  Loxton-Parilla  Sands.  These  deposits  are  believed  to 
represent  accumulations  that  developed  below  the  active  wave  base  in  a  near  shore 
environment,  possibly  representing  the  submarine  equivalent  of  the  strand  style  deposits. 
The WIM-style deposits are considerably larger in tonnage than strand-line deposits that are 
formed along the seaward face of shorelines. 

Mineral Resource estimate 
Following the 2015 in-fill drilling at the Donald and Jackson Deposits, Astron commissioned 
an  independent  consultant,  AMC  Consultants  Pty  Ltd,  to  update  the  Mineral  Resource 
estimates  in  accordance  with  the  requirements  of  the  JORC  2012  Code.  This  update  was 
finalised in April 2016. 

The current Mineral Resource estimate totals 5.71 billion tonnes of sand at an average grade 
of 3.2% HM (at 1% HM cut-off) - with Measured, Indicated and Inferred categories classified 
as  presented  in  Table  1  for  the  Donald  and  Jackson  Deposits.  In  addition  to  assaying  the 
total HM content, major valuable heavy minerals (VHM) were assayed in more than 50% of 
all drill holes and the heavy mineral assemblage is presented in Table 2. 

Summary of annual review 
The update of Astron’s Mineral Resource estimate for the Donald and Jackson Deposits was 
completed and announced to the ASX on 7 April 2016 – i.e. during the financial year ended 
on 30 June 2016. 

Balance date 
Astron’s Mineral Resource Estimate is provided as at 30 June 2018. 

Governance arrangements 
Astron  has  controls  in respect  of  reporting  Mineral  Resource  Estimates,  which  include  both 
internal approval process and where relevant obtaining external competent persons approval. 

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Mineral Resource Estimate 

Table 1: Heavy Mineral (HM) Sand – Mineral Resource Estimate 

Area 

RL2006 

RL2003 

Total Jackson 
Deposit 
(RL2003 & 
RL2006) 

RL2002 

MIN553
2 

Total Donald 
Deposit 
(RL2002 & 
MIN5532) 

TOTAL 
Donald 
Project 

Classification 

Tonnes 
(Mt) 

Measured 
Indicated 
Inferred 
Subtotal 
Measured 
Indicated 
Inferred 
Subtotal 
Measured 
Indicated 
Inferred 
Total 
Measured 
Indicated 
Inferred 
Subtotal 
Measured 
Indicated 
Inferred 
Subtotal 

Measured 
Indicated 
Inferred 
Total 
Measured 
Indicated 
Inferred 
Total 

0 
58 
24 
82 
0 
1,845 
560 
2,405 
0 
1,903 
584 
2,487 
343 
833 
1,595 
2,771 
372 
75 
7 
454 

715 
907 
1,603 
3,225 
715 
2,811 
2,187 
5,712 

HM 
(%) 
0.0 
1.6 
1.8 
1.6 
0.0 
2.8 
2.9 
2.9 
0.0 
2.8 
2.9 
2.8 
3.9 
3.3 
3.4 
3.4 
4.5 
4.0 
3.5 
4.4 

4.2 
3.4 
3.4 
3.6 
4.3 
3.0 
3.3 
3.2 

Slimes 
(%) 
0.0 
14.1 
14.4 
14.2 
0.0 
19.2 
16.8 
18.6 
0.0 
19.0 
16.7 
18.5 
19.8 
16.2 
15.7 
16.4 
14.4 
13.8 
13.5 
14.2 

17.0 
16.0 
15.7 
16.1 
18.1 
17.9 
16.4 
16.9 

Oversize 
(%) 
0.0 
6.2 
4.7 
5.8 
0.0 
5.8 
3.2 
5.2 
0.0 
5.8 
3.3 
5.2 
8.1 
13.5 
6.0 
8.5 
12.8 
13.1 
10.6 

12.8 

10.6 
13.4 
6.0 
9.1 
11.1 
8.2 
5.5 
7.3 

Note:  1. The total tonnes may not equal the sum of the individual resources due to rounding. 

2. 
3. 
4. 

The cut-off grade is 1% HM. 
The figures are rounded to the nearest: 10M for tonnes, one decimal for HM, Slimes and Oversize. 
For further details including JORC Code, 2012 Edition – Table 1 and cross sectional data, 
see previous announcements dated 7 April 2016, available at ASX’s website at 
http://www.asx.com.au/. 

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Table 2: HM Assemblage and Mineral Resource Estimate for available VHM data 

Area 

Classification 

Tonnes 

(Mt) 

HM 

(%) 

Slimes 

Oversize 

Zircon 

(%) 

(%) 

Measured 
Indicated 
Inferred 
Subtotal 
Measured 
Indicated 
Inferred 
Subtotal 

Measured 

Indicated 
Inferred 
Total 
Measured 
Indicated 
Inferred 
Subtotal 
Measured 
Indicated 
Inferred 
Subtotal 

Measured 

Indicated 
Inferred 
Total 
Measured 

Indicated 

Inferred 
Total 

0 
18 
8 
26 

650 
146 
797 

668 

155 
823 
185 
454 
647 
1,286 
264 
49 
5 
317 
448 

503 

652 
1,604 
448 
1,171 

807 
2,427 

0.0 
2.1 
2.5 
2.2 

5.0 
4.1 
4.8 

4.9 

4.0 
4.8 
5.5 
4.2 
4.9 
4.8 
5.4 
4.9 
4.2 
5.3 
5.4 

4.3 

4.9 
4.9 
5.4 
4.6 

4.7 
4.8 

0.0 
14.2 
14.1 
14.2 

18.2 
15.2 
17.7 

18.1 

15.1 
17.6 
19.1 
15.9 
15.2 
16.0 
14.2 
13.6 
13.5 
14.1 
16.2 

15.7 

15.2 
15.6 
16.2 
17.1 

15.2 
16.3 

0.0 
5.7 
4.5 
5.3 

5.4 
3.1 
5.0 

5.4 

3.1 
5.0 
7.3 
13.2 
5.8 
8.6 
12.2 
12.1 
10.5 
12.1 
10.2 

13.1 

5.8 
9.3 
10.2 
8.7 

5.3 
7.9 

RL2006 

RL2003 

Total Jackson 
Deposit 
(RL2003 & 
RL2006) 

RL2002 

MIN5532 

Total Donald 
Deposit 
(RL2002 & 
MIN5532) 

TOTAL 
Donald 
Project 

Note: 

Rutile+ 
anatase 
(% HM) 
0 
8 
8 
8 

9 
10 
9 

9 

9 
9 
9 
7 
9 
8 
7 
7 
7 
7 
8 

7 

8 
8 
8 
8 

9 
8 

Ilmenite 

Leucoxene 

Monazite 

(% HM) 
0 
29 
30 
29 

32 
32 
32 

32 

32 
32 
31 
33 
33 
33 
31 
33 
36 
32 
31 

33 

33 
32 
31 
32 

33 
32 

(% HM) 

0 
31 
32 
31 

17 
14 
17 

17 

15 
17 
19 
19 
17 
18 
22 
22 
20 
22 
21 

20 

17 
19 
21 
18 

17 
18 

(% HM) 
0 
2 
2 
2 

2 
2 
2 

2 

2 
2 
2 
2 
2 
2 
2 
2 
3 
2 
2 

2 

2 
2 
2 
2 

2 
2 

(% HM) 
0 
17 
16 
17 

18 
22 
19 

18 

21 
19 
21 
17 
18 
18 
19 
20 
22 
19 
20 

18 

18 
18 
20 
18 

19 
19 

1. The total tonnes may not equal the sum of the individual resources due to rounding. 
2. The cut-off grade is 1% HM. 
3. The figures are rounded to the nearest: 10M for tonnes, one decimal for HM, Slimes and Oversize and 

whole numbers for zircon, ilmenite, rutile + anatase, leucoxene and monazite. 

4. Zircon, ilmenite, rutile + anatase, leucoxene and monazite percentages are report as a percentage of the 

HM. 

5. Rutile + anatase, leucoxene and monazite resource has been estimated using fewer samples than the 
other valuable heavy minerals. The accuracy and confidence in their estimate is therefore lower. 

6.  For further details including JORC Code, 2012 Edition – Table 1 and cross sectional data, see previous 

announcements dated 7 April 2016, available at ASX’s website at http://www.asx.com.au/. 

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Annual Report 2018 
Astron Corporation Limited 

Astron Corporation Limited 

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