30 June 2014 Corporate Governance Statement The Board and management consider it essential that for the Group to achieve its vision and mission as an  integrated supplier of goods and services to the resources sector, it is necessary for the Group to meet and  exceed the highest industry standards is safety, environmental performance, governance and business ethics.  Accordingly, specific corporate governance policies have been issued to detail the expected behaviour required to  ensure these objectives are met. These are available on the Corporate Governance section of the Group’s website:  www.mineralresources.com.au. The ASX Corporate Governance Council released the second edition of its “Good Corporate Governance Principles  and Recommendations” (“Recommendations”) in August 2007 and amended these in 2010. The Board supports  the thrust of the Recommendations and whilst the Recommendations are not prescriptive, the ASX Listing Rules  require listed companies to disclose the extent to which they have followed the Recommendations in the reporting  period and identify those Recommendations that have not been followed and the reasons for not following them. Corporate  Governance  Statement SECTION 1:  SUMMARY OF PRINCIPLES, RECOMMENDATIONS AND MRL’S COMPLIANCE: ASX Recommendations Principle 1 – Lay solid foundations for management and oversight How MRL satisfies the Recommendations Principle 2 – Structure the Board to add value Establish and disclose the functions reserved to the  Board and those delegated to management. Section 2.1 details the division of responsibility  between Board and Management. Disclose the process for evaluating the performance  of Senior Executives.  Section 2.2 details how Senior Executive performance  is reviewed. Compliance.  Section 2.3 confirms MRL’s compliance with these  recommendations. A majority of the Board should be independent  directors. Two of MRL’s five directors are considered  Independent under the Recommendations. MRL  does not comply with this Recommendation. Refer to  Section 2.4 for comment in this regard.  The chairperson should be an independent Director. MRL is not compliant with this requirement, as  discussed in Section 2.5  The roles of chairperson and chief executive officer  should not be exercised by the same person. Section 2.6 confirms this.  Disclose whether there is a procedure agreed by the  Board for Directors to take independent professional  advice at the expense of the company.  Section 2.4 confirms this.  The Board should establish a nominations committee  consisting of a minimum of three members, the  majority being independent directors.  Section 2.7 confirms this.  Disclose the process for evaluating the performance  of the Board, its committees and individual directors.  Section 2.8 outlines this process.  Principle 3 – Promote ethical and responsible decision making Establish a code of conduct to guide the Directors,  Managing Director and Chief Executive Officer, the  CFO and other key management personnel.  Section 2.9 details the Group’s policy in this regard.  Adopt and disclose a diversity policy and set  measurable objectives related to gender for  disclosure in the Annual Report.  The Group does not set a target to be achieved.  Section 2.10 details the Group’s policy in this regard.  Disclose the proportion of female employees in  senior executive positions and on the Board in the  Annual Report. Refer Section 2.10. Mineral Resources Limited Annual Report 2014  37 For personal use only