Corporate Governance

The Company's main corporate governance policies and practices are outlined below:

The Board of Directors

The Company's Board of Directors is responsible for corporate governance of the Company. The Board develops strategies for the Company, reviews strategic objectives and monitors performance against those objectives. The goals of the corporate governance processes are to:

1. maintain and increase Shareholder value;
2. ensure a prudential and ethical basis for the Company's conduct and activities; and
3. ensure compliance with the Company's legal and regulatory objectives.

Consistent with these goals, the Board assumes the following responsibilities:

1. developing initiatives for profit and asset growth;
2. reviewing the corporate, commercial and financial performance of the Company on a regular basis;
3. acting on behalf of, and being accountable to, the Shareholders; and
4. identifying business risks and implementing actions to manage those risks and corporate systems to assure quality.

The Company is committed to the circulation of relevant materials to Directors in a timely manner to facilitate Directors' participation in the Board discussions on a fully-informed basis.

Composition of the Board

Election of Board members is substantially the province of the Shareholders in general meeting. However, subject thereto, the Company is committed to the following principles:

1. the Board is to comprise Directors with a blend of skills, experience and attributes appropriate for the Company and its business; and
2. the principal criterion for the appointment of new Directors is their ability to add value to the Company and its business.

No formal nomination committee or procedures have been adopted for the identification, appointment and review of the Board membership, but an informal assessment process, facilitated by the Chairman in consultation with the Company's professional advisors, has been committed to by the Board.

Independent professional advice

Subject to the Chairman's approval (not to be unreasonably withheld), the Directors, at the Company's expense, may obtain independent professional advice on issues arising in the course of their duties.

Remuneration arrangements

The remuneration of an Executive Directors will be decided by the Board, without the affected Executive Director participating in that decision-making process.

The total maximum remuneration of Non-Executive Directors is the subject of a Shareholder resolution in accordance with the Company's Constitution, the Corporations Act and the ASX Listing Rules, as applicable. The determination of Non-Executive Directors' remuneration within that maximum will be made by the Board having regard to the inputs and value to the Company of the respective contributions by each Non-executive Director. The current limit, which may only be varied by Shareholders in general meeting, is an aggregate amount of $350,000 per annum.

The Board may award additional remuneration to Non-executive Directors called upon to perform extra services or make special exertions on behalf of the Company.

Continuous Disclosure Policy

The Company Secretary has been appointed as the person responsible for communications with ASX. This person is also responsible for ensuring the compliance with the continuous disclosure requirements in ASX Listing Rules and overseeing and co-ordinating information disclosure to the ASX.

The Company Secretary is responsible for the communications strategy to promote the effective communications with shareholders and encourage effective participation at general meetings. The Company adheres to best practice in its preparation of notices of meetings to ensure all Shareholders are fully informed.

Trading Policy

It is the Company's policy to encourage Directors and employees to own Shares in the Company. The Shares trading policy reinforces the obligations of Directors and employees of the Company, under the Corporations Act 2001 and the ASX Listing Rules in relation to trading in Shares. The policy restricts Directors and employees from acting on material information until it has been released to the market. Directors are required to report their proposed Share trading to the Company Secretary.

Communicating with Shareholders

The Board ensures that Shareholders are kept informed of all major developments that affect their Shareholding or the Company's state of affairs through quarterly, half-yearly, annual and ad hoc reports. All shareholders are encouraged to attend the annual general meeting to meet the Chairman and Directors and to receive the most updated report on the Company's activities.

The Company maintains a website at www.latinresources.com.au to provide shareholders with information of the Company's activities. Shareholders may communicate with the Company through its email address info@latinresources.com.au.

External audit

The Company in general meetings is responsible for the appointment of the external auditors of the Company, and the Board from time to time will review the scope, performance and fees of those external auditors.

Audit committee

The Company will not have a separate constituted audit committee.

Identification and management of risk

The Board's collective experience will enable accurate identification of the principal risks that may affect the Company's business. Key operational risks and their management will be recurring items for deliberation at Board meetings.

Ethical standards

The Board is committed to the establishment and maintenance of appropriate ethical standards.