The Board of Marathon Resources Ltd is committed to achieving and demonstrating the highest standards of Corporate Governance and has adopted practices and policies in accordance with the ASX Corporate Governance Best Practice Recommendations.

The Board is responsible to the shareholders for the performance of the Company and is focused on:

• enhancing the interests of shareholders and other key stakeholders;
• ensuring the Company is properly managed.

The Board believes that sound Corporate Governance practices will assist in the creation of shareholder wealth and provide accountability and control systems commensurate with the risks involved.

This Corporate Governance Statement sets out the Company's current compliance with the ASX Corporate Governance Council's Principles of Good Corporate Governance and Best Practice Recommendations (Best Practice Recommendations).

Although the Best Practice Recommendations are not mandatory, the Company is required to provide a statement in its annual reports disclosing the extent to which the Company has followed the Best Practice Recommendations.

 The Corporate Governance Plan

The Company's Corporate Governance Plan includes a Board Charter, which discloses the specific responsibilities of the Board and provides that the Board shall delegate responsibility for the day-to-day operations and administration of the Company to the Chief Executive Officer or equivalent.

More than half of the current Board are independent directors. The chairperson (Mr Peter Williams) is an independent director.

The Board is of the opinion that it is not of a sufficient size to warrant the establishment of a nomination committee at this time.

The Company will continue to provide details of each director, such as their skills, experience and expertise relevant to their position, together with an explanation of any departures from best practice, in its future annual reports.

The Company's Corporate Governance Plan includes a corporate code of conduct which provides a framework for decisions and actions in relation to ethical conduct in employment. The Company's Corporate Governance Plan includes guidelines for buying and selling securities in the Company.

The Board will require the Chief Executive Officer or equivalent and, upon appointment, the Chief Financial Officer (or equivalent) to make a statement (at the relevant times) that the Company's financial systems are founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the board and the company's risk management and internal compliance and control system is operating efficiently and effectively in all material respect.

The Company does not currently have a Chief Financial Officer.

The Board has established an audit committee.

The Corporate Governance Plan requires a formal charter for the audit committee. The Company provides details of the members of the audit committee, the number of meetings of the audit committee and the names of the attendees, in its annual reports.

The Company's Corporate Governance Plan requires a continuous disclosure policy.

The Company's Corporate Governance Plan includes a shareholder communications strategy which aims to ensure that the shareholders are informed of all major developments affecting the Company's state of affairs.

The Board requests the external auditor to attend all annual general meetings of the Company, to answer shareholder questions about the conduct of the audit and the preparation and content of the auditor's report.

The Board determines the Company's risk profile and is responsible for overseeing and approving risk management strategy and policies, internal compliance and internal control.

The Board has delegated to the audit committee responsibility for implementing the risk management system.

The Board has not developed a formal process for performance evaluation at this time.

The Board is of the opinion that it is not of a sufficient size to warrant the establishment of a remuneration committee at this time.

The Board is responsible for determining the remuneration of the Chief Executive Officer or equivalent and senior executives.

The Company seeks to be a good corporate citizen and protect and preserve all stakeholders' interests we are currently in the process of establishing a formal Code of Conduct, which will establish principles by which both Directors and employees can appropriately balance, protect and preserve all stakeholders' interests.

The Company is committed to a policy of environmental management and monitoring of environmental compliance.

Exploration activities require consultation with various claimants including communities affected by Native Title, landowners and authorities. The company aspires to be a good corporate citizen through consultation and involvement of those parties.