AptarGroup Annual Report 2019

FY2019 Annual Report · AptarGroup

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Astron Corporation Limited
ARBN 154 924 553 Incorporated in Hong Kong,
Company Number: 1687414

Annual Report for the Year Ended 30 June 2019

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.

ASTRON CORPORATION LIMITED ANNUAL REPORT 2019

Contents

Donald Mineral Sands Project
– Murray Basin

Senegal Mineral Sands Project
– Niafarang

China

Astron’s Background and History

Corporate Governance Statement

Mineral resource statement
for Astron and its Subsidiaries

ASTRON CORPORATION LIMITED ANNUAL REPORT 2019

These steps mark significant progress in meeting
Astron’s goal of rebuilding as a major advanced
material product company.

Market conditions for heavy minerals in China
have been auspicious on the back of a lower
supply and higher demand for certain final
products. Demand for high-grade feedstocks for
chloride pigment plants continues to boost prices
on the back of demand-supply imbalance arising
from a structurally short market. There are several
policy changes in China which are favorable for
the longer term demand for high quality raw
products with the most encouraging change is the
implementation of the Blue Sky Environmental
policy. High grade titania prices have increased
throughout the 2019 financial year, underpinned
by strong market fundamentals, with new Chinese
chloride pigment factories driving demand on the
back of increased urbanization and improved living
standards worldwide. Globally, China is the major
market consumer of titania feedstock products,
and Astron’s’ Chinese presence is invaluable to
servicing China’s increasing demand.

Piloting of the 1,000 tonne bulk sample of ore
extracted from the Donald project mine path has
been successfully completed with the resultant
30t representative sample of Heavy Mineral
Concentrate (HMC) to be shipped to China
for further materials separation testing and
development of customer samples and sales kits.

Chairman’s Report

Dear Shareholders,

In what was both an exciting and challenging
year for Astron, we are pleased to see our new
Ilmenite / rutile processing plant producing
quality, high purity feedstock for the chlorination
market with a suite of TiO2 products. A new
10,000m2 warehouse and a 10,000m2 hard stand
for raw material feedstock are complimenting the
processing plant and increasing the efficiency
and effectiveness of our internal processes. Sales
of various TiO2 feedstock products continue to
increase since commissioning was completed,
with real time plant upgrades occurring to remedy
process bottlenecks and achieve a significant
improvement to feed rates and final product
outputs.

The present day TiO2 feedstock is the beginning
of the bigger picture for Astron. Ultimately
Astron intends to use its own raw material from
its pipeline projects at Niafarang in Senegal,
together with the flagship Donald project in
Australia, which is projected to produce an
average of 615,000 tonne of HMC annually
for stage one commencement and stage two
commencement delivering up to a combined one
million tonnes per annum of raw HMC products.
This combination of current and pipeline projects
delivers strong shareholder value by sustaining
growth and ensuring consistent supply for our
customers. The modularized MSP design of the
Yingkou plant provides opportunity for growth
to meet increased production output over time,
providing flexibility to meet changes in quantity of
feedstock and customer demand.
Trials and market testing for Astron’s new micro-
agglomerated TiO2 have been completed, and
market response has been favorable. A new
pelletisation plant is in the process of being
installed, with the installation of a rotary kiln to
bake the pellets to be added at a later date.
Current roasting processes are achieved via
contracted programs locally to the Astron process
plant in China.

ASTRON CORPORATION LIMITED ANNUAL REPORT 2019

OPERATIONS REVIEW

China Operations
Astron has finalized the primary commissioning
its processing plant, and currently building up
capacity to meet its goal of processing 150,000
tonnes of TiO2 feedstock per annum. Trials of
micro-agglomerated TiO2materials have been
successfully completed, and installation of a
pelletisation process has commenced. Sales
and production figures continue to increase post
financial year end.

DMS Summary
DMS will start planning the pre-construction
deliverables of the Donald Mineral Sands project
and fulfil the development concepts towards
achieving final financing milestones and hopes to
enjoy the benefits of the current positive industry
cycle. As part of this, Astron continues to explore
the various funding options for its DMS project.

Senegal
Astron remains engaged with the local
communities and relevant Government
departments as necessary, this includes such
commitments as sponsoring a Major League

Soccer team. Astron continues negotiations with
the implementation of learning and development
opportunities and industry alternatives of growth
for the region’s economic and social development
programs.

Astron has delivered all the preliminary
construction equipment and relevant facilities
required for the Senegal Projects construction
process. Unplanned delays for project start have
been challenging and outside of Astron’s direct
control, which are due to political and social
objectives. Astron maintains a positive relationship
with all relevant stakeholders and remains
optimistic that progress is moving in a positive
direction towards commencement of project start
initiatives.

USA Developments
More than 75,000 tonnes of raw material has
been exported from the US to China to supply
feedstock for Astron’s Yingkou Separation Plant.
Sale of end products will fund continued value
add enhancements to China’s MSP plant as well as
Astron’s pipeline projects. The Savannah ilmenite
project is a catalyst for the future development
of Astron as a global mining and processing
company into the foreseeable future.

ASTRON CORPORATION LIMITED ANNUAL REPORT 2019

THE YEAR AHEAD

For the coming year, Astron will be focused on the
production of high quality TiO2 products and strive
to become a major global manufacturer.

Astron will also concentrate on bringing the
Niafarang Project in Senegal into production and
then move to explore the greater area within
the vicinity of the project. Several interesting
anomalies lie within 50 kilometers of the current
project and will undoubtedly increase Astron’s
West African presence into the near future.

The Donald project team in Australia will
continue working with stakeholders in optimising
infrastructure requirements, and intend to build
up its core owners team to support the detailed
engineering and project optimization phases.
The final approval required before project
commencement, the approval of the mine
Workplan with the Victorian State Government will
be sought and discussions with investors continue.
All indicators have Astron’s Donald project on the
radar as a significant contributor to the Regional
Development of 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

Donald Mineral
Sands Project
MURRAY BASIN

ASTRON CORPORATION LIMITED ANNUAL REPORT 2019

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 which
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 the diversification
of industry and economic growth of our regional
communities.

Focus in the 2019 financial year was multi-faceted,
and included the following critical tasks:

STAGE ONE

Bulk Sample Piloting
Conventional and latest technological
advancements were utilised during the design
and construction of a purpose built 10 tonne
per hour pilot plant where 960 tonne of ore was
processed into bulk heavy mineral concentrate
(HMC) product.

During this process, detailed sampling and
analysis on composite feed, slimes, tailings and
HMC were completed, as well as additional
sampling which was subjected to full metallurgical
characterization (assay, radionuclide analysis,
particle size distribution analysis, slimes fractions,
density fractionation, QEMSCAN analysis) to allow
analysis of metallurgical performance, assaying
outcomes and HMC production outcomes.

The resultant 30 tonnes of HMC produced will be
shipped to China for stage three of the piloting
program where Mineral Separation Plant (MSP)
separation and process design initiatives will be
developed to complement the current Rutile and
TiO2 separation plant.

STAGE TWO

Mineral Separation Process
Metallurgical Development Test Work
Running concurrently with the Bulk Sample
Piloting, Astron conducted metallurgical test work
to complete the development of balanced (mass/
water) process flow diagrams “PFD”, MSP concept
flow sheets, and integration of hybrid concepts to
improve overall recovery times and reduce losses.

STAGE THREE

Mineral Separation Process Piloting
Once received in China, the 30 tonnes of
HMC produced will be assessed and a gap
analysis completed to determine how the HMC
characteristics specific to the Donald HMC
perform with the existing Chinese TiO2 separation
plant, after which an MSP piloting program will be
developed and advanced at Astron’s laboratory
and existing operating facilities. There is great
confidence in the material processing ability as
smaller bench scale piloting and design concepts
have been successfully completed in the past.
The major difference with the current program is
the size of the sample and ability to complete a
continual flow process pilot program.

ASTRON CORPORATION LIMITED ANNUAL REPORT 2019

Refinement of Infrastructure Requirements,
Including

• Key investment logic mapping.

• Detailed review of power supply options, the
scope of which included a review of power
demand, development of a shortlist of options,
workshopping shortlisted options to confirm or
challenge assumptions and assessment criteria,
detailed review of shortlisted options, and the
preparation of a report outlining:

• The list of potential options,

• Detailed review of shortlisted option, and
identification of potential environmental
assessment and planning approval implications.

• Astron is now undertaking a review of the
report and analysing and considering the
various infrastructure options and considered
opportunities relating to water supply, power
supply (including renewable energy options),
road upgrades and logistics arrangements
and made selection based on a matrix of
cost, reliability, timelines, approvals, risk and
sustainable development. These selections and
considerations will feed into the development
of a Bankable Feasibility Study set to be
completed in FY20 as well as the project
financial model.

Rehabilitation of the Testpit void and
assessment of post backfill environments.
Upon completion of excavating the recent and
past bulk samples appx (11,000 tonnes) used for
piloting, the rehabilitation process commenced
with the site being sown to barley during the 2018
and 2019 cropping seasons. Soil testing and
mapping has been completed by an agronomy
specialist, which will be used for benchmarking
and provide data to support successful
rehabilitation of the mine once the project has
commenced. Soil mapping using the Echelonag
mapping technology provided data around topsoil
depth, salinity, moisture content and compaction.

Update of Production Model.
Incorporating drill results with grades and cross
referencing the initial 25 year mine design,
quarterly production estimates have been updated
allowing for varying grade of material with ore
correction, feed preparation recoveries, fine screen
recoveries, gravity recoveries, MSP recoveries and
product grade. This information will be integrated
with the DMS financial model.

ASTRON CORPORATION LIMITED ANNUAL REPORT 2019

• Commence infrastructure agreeements
including roadway upgrades, initial pipeline
for process water access and power supplies
including renewable sources.

• 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 criterion and
financing strategies.

Completion of the required reports to secure
funding will see an updated Bankable Feasibility
study (BFS), Project Definition and Work Plan.
These critical reports are living documents and
are regularly updated to reflect market and
operational considerations in accordance with
statutory regulations and global indicators, at
Astron is proposing to pursue the following
actions

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

Senegal Mineral
Sands Project
NIAFARANG

ASTRON CORPORATION LIMITED ANNUAL REPORT 2019

Senegal Mineral Sands Project - Niafarang

Niafarang Project progressed significantly with
respect to Astron’s presence in the country. During
this period, Astron maintained its local presence
and representation through senior team site
visits, including in-country representation through
Astron’s consultancy and visible working groups.

Several infrastructure contracts were awarded in
the previous reporting period. These works are
currently awaiting the acceptance and detailed
collaborative access structure where the projects
will benefit both Astron’s Senegalese subsidiary,
Senegal Mineral Resources (SMR) and the local
villages. The sharing of resources (water, power,
roads, latrines) is a key part of the community
development and social enterprise opportunities
for many within the project area. Great effort and
collaboration has been achieved over the previous
twelve months where certain progress in meeting
the expectations of the local Senegalese people
has been achieved.

SMR has several execution and site development
plans to complete once the resettlement program
has been completed. To date, there has been
little effort afforded to the execution planning
as a result of slow outcomes from regional
regulators and officers. SMR is positioned well in
establishing the necessary construction programs
upon the commencement of the resettlement
program. Project development and construction
teams are available for an immediate start upon
achievement of the final milestone, the resettling
and compensation process.

Astron expects all local initiatives to be completed
for project start in late 2019, and thereafter
commencement phases predominantly hinge on a
stable community where safety for all stakeholders
involved remains the highest priority.

Commencement dates for each phase of the
construction process will be announced once
there is certainty. Employment and Contract
scopes are finalized and will be revisited prior
to site commencement.

ENVIRONMENTAL, SOCIAL AND
OTHER ASPECTS

Opportunities for shared resources, employment,
improved farming initiatives, local worship
buildings and basic health improvement (fresh
water, proper latrine systems) have been offered
by Astron / SMR to assist the local communities to
co-exist with SMRs low impact mining operation.
These initiatives have been welcomed by many
of the local communities although there remains
some elements (including settled foreigners in the
local region) which are against these initiatives.
OSMR has not explored nor entertained these
elements as it remains committed to dealing with
the local communities and their representatives.

Astron / SMR funded a local ceremony in
maintaining and educating people on the region’s
culture, Astron believes in maintaining strong
connections with culture and supporting the
educational programs offered to the young people
is an important program to support.

SMR funded several local initiatives including a
field trip consisting of a local group of community
leaders who were flown to visit to another
operating Mineral Sands Dredging operation in
Northern Senegal.

ASTRON’S LONG TERM FUTURE
IN WEST AFRICA

Alternate and additional exploration opportunities
are available for exploring locally and beyond the
current mining licence area of Niafarang. Astron
/ SMR is excited to be a part of the greater area
where local authorities and communities are open
to negotiating access and development program
initiatives with the SMR team.

Further expansion of Astrons presence in West
Africa has been a long process where persistence
and collaborative efforts in working with the local
communities is proving to be a successful process.
SMR shall maintain an important network and
support program in co-exiting and developing
initiatives with the wider communities throughout
Casamance and beyond.

New drilling programs and exploration will
be announced in due course, following the
commencement of the Niafarang project.

ASTRON CORPORATION LIMITED ANNUAL REPORT 201914

China
REBUILD OF ADVANCE
MATERIALS AND
MANUFACTURING
BASE IN CHINA

ASTRON CORPORATION LIMITED ANNUAL REPORT 2019

Rebuild of Advance Materials and
Manufacturing Base in China

Astron has constructed a processing plant and
warehouse to process up to 150,000tpa of Ilmenite
material for use as a high-quality feedstock for
chlorination markets with TiO2 production plants
in China.

Astron has been successfully producing TiO2
feedstock from its processing plant and anticipates
advancing this once commissioning of stage two
and three are completed, and it expects that up to
150,000 tons per annum may be processed once
commsioning completed and at full capacity.

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

Trending, the TiO2 industry market is expanding
to build up to 600,000tpa of chlorination process
capacity 2019/20 in China, creating a big demand
for suitable high purity feedstocks in early
2019 of which Astron has positioned itself to
accommodate the demand.

Initially, Astron is using its Savannah 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 in 2020.

The rebuild of Astrons separation plant in China
is welcomed by our directors as a significant first
step in rebuilding Astron as a major advanced
materials company.

Current suppliers for specialty chlorination
feedstocks include many major heavy minerals
producers locally, and current prices are in the
order of USD1000 per tonne CIF in China. Astron
expects the demand for its high quality products
will cement its position as a trusted long term
supplier in the TiO2 Industry.

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.

The Astron development team has completed in
house laboratory, bench and small-scale piloting
programs for micro-agglomeration of finer
TiO2 particles. Successful trials has allowed the
installation of a purpose built peletisation process
which adds value to the current suite of products
currently produced.

The pelletisation process has been designed to
produce various end products (Hardness, Size)
which allows the plant to produce specialized
products suited to specific customer’s process
plant requirements.

Astron’s global operations are expected to
become the major feed stock suppliers for Astron
China’s growing demand for high quality products.
Future advancements in ZrO2, TiO2, CeO2, and
Rare Earth Oxides are just the beginning of
Astron’s Global future.

ASTRON CORPORATION LIMITED ANNUAL REPORT 2019

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
the 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 developing high
value and grade Chlorinator feed with finer sized
material. With chlorination, the particle size of the
rutile products being processed in this method
enables better chlorination efficiencies than
common rutile and blended 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.

ASTRON CORPORATION LIMITED ANNUAL REPORT 2019

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 146 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 wellbeing, 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 in alignment with individual and
team objectives.

LOCAL COMMUNITIES

Astron is committed to bringing positive change
to the communities surrounding its mining and
processing 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 including supporting 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.

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.

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.

ASTRON CORPORATION LIMITED ANNUAL REPORT 201920

Astron’s
Background &
History

ASTRON CORPORATION LIMITED ANNUAL REPORT 2019

Astron’s Background & 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 license 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.

ASTRON CORPORATION LIMITED ANNUAL REPORT 201924

Corporate
Governance
Statement

ASTRON CORPORATION LIMITED ANNUAL REPORT 2019

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.

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:

ASTRON CORPORATION LIMITED ANNUAL REPORT 2019

Principles

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

(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.

1.3

1.4

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

3.2

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.

2.6

Yes

1.5

A listed entity should

6.3

Yes

(a)

(b)

(c)

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;

disclose that policy or a summary of it; and

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)

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

ASTRON CORPORATION LIMITED ANNUAL REPORT 2019

Principles

(2)

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

(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

3.2

Yes

(a)

(b)

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

Remuneration
Report

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

Principle # ASX Corporate Governance Council Recommendations

Reference

Comply

Principle 2 Structure the Board to add value

2.1

The board of a listed entity should

(a)

have a nomination committee which

3.2

(1)

(2)

(3)

(4)

(5)

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

is chaired by an independent director, and
disclose:

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

2.2/2.3

Yes

membership.

2.3

A listed entity should disclose

2.3/2.5

Yes

(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

A majority of the board of a listed entity should 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 CEO of the entity.

2.3/2.4/2.5

Yes

ASTRON CORPORATION LIMITED ANNUAL REPORT 2019

Principles

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.

3.2

Yes

Principle # ASX Corporate Governance Council Recommendations

Reference

Comply

Principle 3 Act Ethically and Responsibly

3.1

A listed entity should

6.1

Yes

(a)

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

(b)

disclose that code or a summary of it.

Principle # ASX Corporate Governance Council Recommendations

Reference

Comply

Principle 4

Safeguard Integrity in Corporate Reporting

4.1

The board of a listed entity should

3.1

(a)

have an audit committee which

(1)

(2)

(3)

(4)

(5)

(b)

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:

the charter of the committee;

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

if it does not have an audit committee,
disclose that fact and the processes it
employs that independently verify and

ASTRON CORPORATION LIMITED ANNUAL REPORT 2019

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

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.

5.3

4.4

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.

4.1

Principle # ASX Corporate Governance Council Recommendations

Reference

Comply

Principle 5 Make Timely and Balanced Disclosure

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.

ASTRON CORPORATION LIMITED ANNUAL REPORT 2019

Principles

Principle # ASX Corporate Governance Council Recommendations

Reference

Comply

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.

4.1/4.2

Yes

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.

4.1/4.2

Yes

4.1/4.2

Yes

4.1/4.2

Yes

Principle # ASX Corporate Governance Council Recommendations

Reference

Comply

Principle 7 Recognise and Manage Risk

7.1

The board of a listed entity should

3.1

(a)

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

(1)

(2)

(3)

(4)

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

is chaired by an independent director, and
disclose:

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 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

ASTRON CORPORATION LIMITED ANNUAL REPORT 2019

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

(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

7.4

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.

5.1

Yes

Principle # ASX Corporate Governance Council Recommendations

Reference

Comply

Principle 8 Remunerate Fairly and Responsibly

8.1

The board of a listed entity should

(a)

have a remuneration committee which

(1)

(2)

(3)

(4)

(5)

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

is chaired by an independent director, and
disclose:

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

ASTRON CORPORATION LIMITED ANNUAL REPORT 2019

Principles

(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 r
emuneration is appropriate and not excessive.

3.2

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.

Yes

3.2
Remuneration
Report

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

6.2
Remuneration

Yes

(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

Report

(b)

disclose that policy or a summary of it.

8.2

8.3

ASTRON CORPORATION LIMITED ANNUAL REPORT 2019

THE BOARD OF DIRECTORS

2.1.

Roles and Responsibilities of the Board

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. Appointing, evaluating, rewarding and if necessary the removal of the Chief Executive Officer

(“CEO”) or their functional equivalent and senior management;

2.1.2. 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;

2.1.3. Monitoring actual performance against defined performance expectations and reviewing

operating information to understand at all times the state of the health of the Company;

2.1.4. Overseeing the management of business risks, safety and occupational health, environmental

issues and community development;

2.1.5. 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;

2.1.6. Satisfying itself that there are appropriate reporting systems and controls in place to assure the

board that proper operational, financial, compliance, risk management and internal control
process are in place and functioning appropriately;

2.1.7. Approving and monitoring financial and other reporting;

2.1.8. Assuring itself that appropriate audit arrangements are in place;

2.1.9. 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

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. Board Composition

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

2.2.1. The Board must comprise a minimum of three directors;

2.2.2. The roles of the Chairman of the Board and of the CEO should be exercised by different

individuals;

2.2.3. 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);

ASTRON CORPORATION LIMITED ANNUAL REPORT 2019

2.2.4. The Board should represent a broad range of qualifications, experience and expertise considered

of benefit to the Company; and

2.2.5. 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 nearest whole number if not a
multiople of 3) 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 office since their
last election. Where directors have served for equal periods, they may agree amongst themselves or
determine by ballot who will retire. 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.

2.3. Board Membership

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. Gerard (Gerry King (Chairman of Directors) (Non-Executive)

2.3.2. Alexander (Alex) Brown (Managing Director/President) (Executive)

2.3.3. Mdm Kang Rong (Deputy Managing Director) (Executive)

The Chairman is Responsible for

2.4.1. Leadership of the Board;

2.4.2. The efficient organisation and conduct of the Board’s functions;

2.4.3. The promotion of constructive and respectful relations between Board members and between

the Board and management;

2.4.4. Facilitating the effective contribution of all Board members; and

2.4.5. Committing the time necessary to effectively discharge the role of the Chairman.

The CEO is responsible for:

2.4.6. Briefing directors in relation to issues arising at Board meetings;

2.4.7. Implementing the Company’s strategies and policies; and

2.4.8. The day-to-day management of the Group’s business activities.

ASTRON CORPORATION LIMITED ANNUAL REPORT 2019

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

2.5.

Independent Directors

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. Is a substantial shareholder of the Company or an officer of, or otherwise associated directly

with, a substantial shareholder of the Company;

2.5.2. 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;

2.5.3. 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 materially associated with
the service provided;

2.5.4. 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

2.5.5. Has a material contractual relationship with the Company or another group member other than

as a director.

2.5.6. 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.

ASTRON CORPORATION LIMITED ANNUAL REPORT 2019

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.

2.6. Company Secretary

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.

2.7. Avoidance of Conflicts of Interest by a Director

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.

2.8. Review of Board Performance

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.

BOARD COMMITTEES

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

3.1. Audit and Risk Committee

The Board does not have an Audit and Risk Committee and as such the Group does not comply
with Principle 4.1. 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

ASTRON CORPORATION LIMITED ANNUAL REPORT 2019

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. Reviewing the quality and integrity of the Group’s financial reporting to shareholders, ASX and

the Australian Securities and Investments Commission;

3.1.2. Reviewing the accounting policies, internal controls, practices and disclosures to assist the Board

in making informed decisions, with direct access to management;

3.1.3. Reviewing the scope and outcome of external audits, with direct access to external auditors;

3.1.4. Nominating external auditors and reviewing the adequacy of existing external audit

arrangements;

3.1.5. Ensuring the independence of external auditors and reviewing any other services provided by

them;

3.1.6. Reviewing the Group’s risk management systems; and

3.1.7. 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.

3.2. Remuneration and Nomination Committee

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.

ASTRON CORPORATION LIMITED ANNUAL REPORT 2019

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 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 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
Board 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 Board 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 Board to consider 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.

TIMELY AND BALANCED DISCLOSURE

4.1.

Shareholder Communication

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:

ASTRON CORPORATION LIMITED ANNUAL REPORT 2019

4.1.1. Continuous disclosure reporting to the ASX;

4.1.2. Its annual reports; and

4.1.3. 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.

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.

4.2. Continuous Disclosure Policy

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. Be factual and subject to internal vetting and authorisation before issue;

4.2.2. Be made in a timely manner;

4.2.3. Not omit material information;

4.2.4. Be expressed in a clear and objective manner to allow investors to assess the impact of the

information when making investment decisions;

4.2.5. Be in compliance with ASX Listing Rules continuous disclosure requirements; and

ASTRON CORPORATION LIMITED ANNUAL REPORT 2019

4.2.6. be placed on the Company’s website following release.

The Company’s “ASX Disclosure Policy” reinforces the Company’s commitment 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 Australian 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.

RECOGNISING AND MANAGING RISK

5.1. Board Responsibility for Risk Management

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. Funding: The Company is subject to the risks in relation to funding its projects. The Board will

continue to monitor these risks.

5.1.2. 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 Company the Board has not instigated a hedging
program. The Board will continue to review the implementation of hedging to ensure it fits
within the Company’s hedging policy framework and is deemed appropriate.

5.1.3. Environmental: The Company is subject to, and responsible 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.

5.1.4. 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.

5.2. Board Oversight of the Risk Management System

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.

ASTRON CORPORATION LIMITED ANNUAL REPORT 2019

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. Regular reporting to the Board in respect of operations and the Company’s financial position;

and

5.2.2. 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.

5.3. Risk Management Roles and Responsibilities

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.

ETHICAL AND RESPONSIBLE DECISION MAKING

6.1. Code of Ethics and Conduct

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.

All directors, officers and employees are expected to:

6.1.1. Comply with the law;

6.1.2. Act in the best interests of the Company;

6.1.3. Be responsible and accountable for their actions; and

6.1.4. Observe the ethical principles of fairness, honesty and truthfulness, including prompt disclosure

of potential conflicts.

ASTRON CORPORATION LIMITED ANNUAL REPORT 2019

6.2. Policy Concerning Trading in Company Securities

The Board has 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. 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;

6.2.2. Guidelines are to be considered complementary to and not replace the various sections of the
Corporations Act 2001 or the Hong Kong Companies Ordinance (Cap. 622) dealing with insider
trading; and

6.2.3. Prior approval of the Chairman, or in his absence, the approval of two directors is required prior

to any trading being undertaken.

6.2.4. Senior management are prohibited from entering into transactions which limit the risk of

participating in unvested entitlements under any equity-based remuneration scheme.

6.3. Policy Concerning Diversity

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.

ASTRON CORPORATION LIMITED ANNUAL REPORT 2019

Objectives

Steps Taken/Outcome

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

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

Provide flexible workplace arrangements.

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

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

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 146 employees, 24 are female.

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.

During the year Astron employed 3 employees on
flexible work arrangements (2018: 3).

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.

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 (2018: Nil).

Be compliant with all mandatory diversity
reporting requirements.

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

ASTRON CORPORATION LIMITED ANNUAL REPORT 2019

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 2019.

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.

ASTRON CORPORATION LIMITED ANNUAL REPORT 2019

Mineral Resource Estimate

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

AREA

CLASSIFICATION

TONNES

RLA
2006

RL
2003

TOTAL
JACKSON
DEPOSIT
(RL 2003 &
RLA 2006)

RL
2002

MIN
5532

TOTAL
DONALD
DEPOSIT
(RL 2002 &
RLA 5532)

TOTAL
DONALD
PROJECT

MEASURED
INDICATED
INFERRED

SUBTOTAL

MEASURED
INDICATED
INFERRED

SUBTOTAL

MEASURED
INDICATED
INFERRED

SUBTOTAL

MEASURED
INDICATED
INFERRED

SUBTOTAL

MEASURED
INDICATED
INFERRED

SUBTOTAL

MEASURED
INDICATED
INFERRED

SUBTOTAL

MEASURED
INDICATED
INFERRED

SUBTOTAL

(Mt)

0
58
24

0
1845
560

2405

0
1903
584

2487

343
833
1595

2771

372
75
7

454

715
907
1603

3225

715
2811
2187

5712

(%)

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

OVERSIZE

(%)

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

(%)

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

ASTRON CORPORATION LIMITED ANNUAL REPORT 2019

Note

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.

4. 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/.

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.

ASTRON CORPORATION LIMITED ANNUAL REPORT 2019

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

AREA

CLASSIFICATION

TONNES

MEASURED
INDICATED
INFERRED

SUBTOTAL

MEASURED
INDICATED
INFERRED

SUBTOTAL

MEASURED
INDICATED
INFERRED

TOTAL

MEASURED
INDICATED
INFERRED

(Mt)

0
18
8

650
146

797

668

155

823

185
454
647

SUBTOTAL

1286

MEASURED
INDICATED
INFERRED

SUBTOTAL

MEASURED
INDICATED
INFERRED

TOTAL

MEASURED
INDICATED
INFERRED

TOTAL

264
49
5

317

448
503
652

1604

448
1171
807

2427

RLA
2006

RL
2003

TOTAL
JACKSON
DEPOSIT
(RL 2003 &
RLA 2006)

RL
2002

MIN
5532

TOTAL
DONALD
DEPOSIT
(RL 2002 &
RLA 5532)

TOTAL
DONALD
PROJECT

(%)

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

SLIMES

OVERSIZE

ZIRCON

RUTILE+
ANATASE

LLMENITE

LEUCOXENE MONAZITE

(%)

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

(% HM)

0
17
16

18
22

21
17
18

19
20
22

20
18
18

20
18
19

0
8
8

9
10

9
7
9

7
7
7

8
7
8

8
8
9

0
29
30

32
32

31
33
33

31
33
36

31
33
33

31
32
33

0
31
32

17
14

19
19
17

22
22
20

21
20
17

21
18
17

0
2
2

2
2

2
2
2

2
2
3

2
2
2

ASTRON CORPORATION LIMITED ANNUAL REPORT 2019

Note

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/.