PIONEER NICKEL LIMITED AND ITS CONTROLLED ENTITY<strong>Pioneer</strong> Nickel <strong>Limited</strong>Corporate Governance Statementv. The information is a trade secret;vi. It would breach a material term of an agreement, to which theCompany is a party, to disclose the information;vii. It would harm the Company’s potential application or possiblepatent application; orviii. The information is scientific data that release of which maybenefit the Company’s potential competitors.The Managing Director is responsible for interpreting and monitoringthe Company’s disclosure policy and where necessary informing theBoard. The Company Secretary is responsible for all communicationswith ASX.4.2 Communication with ShareholdersThe Company places considerable importance on effectivecommunications with shareholders. The Company’s ShareholderCommunications Strategy is available on the Company’s website.The Company’s communication strategy requires communication withshareholders and other stakeholders in an open, regular and timelymanner so that the market has sufficient information to make informedinvestment decisions on the operations and results of the Company.The strategy provides for the use of systems that ensure a regular andtimely release of information about the Company is provided toshareholders. Mechanisms employed include:• Announcements lodged with ASX;• ASX Quarterly <strong>Report</strong>s;• Half Yearly <strong>Report</strong> and <strong>Annual</strong> <strong>Report</strong>; and• Presentations at the <strong>Annual</strong> General Meeting/General Meetings.The Board encourages full participation of shareholders at the <strong>Annual</strong>General Meeting to ensure a high level of accountability andunderstanding of the Company’s strategy and goals.The Company also posts all reports, ASX and media releases andcopies of significant business presentations on the Company’s website.5.2 Integrity of Financial <strong>Report</strong>ingThe Company’s Managing Director and Company Secretary report inwriting to the Board that:• the financial statements of the consolidated entity for each half andfull year present a true and fair view, in all material aspects, of theconsolidated entity’s financial condition and operational results andare in accordance with accounting standards;• the above statement is founded on a sound system of riskmanagement and internal compliance and control whichimplements the policies adopted by the Board; and• the consolidated entity’s risk management and internal complianceand control framework is operating efficiently and effectively in allmaterial respects.5.3 Role of AuditorThe Company’s auditor is required to attend the <strong>Annual</strong> GeneralMeeting and be available to answer shareholder questions about theconduct of the audit and the preparation and content of the auditor’sreport.6. PERFORMANCE REVIEWThe Board has adopted a self-evaluation process to measure its ownperformance during each financial year. This process includes a reviewin relation to the composition and skills mix of the Directors of theCompany.Arrangements put in place by the Board to monitor the performance ofthe Company’s executives include:• a review by the Board of the consolidated entity’s financialperformance; and• annual performance appraisal meetings incorporating analysis ofkey performance indicators with each individual to ensure that thelevel of reward is aligned with respective responsibilities andindividual contributions made to the success of the consolidatedentity.5. RISK MANAGEMENT5.1 Identification of RiskThe Board is responsible for the oversight of the Company’s riskmanagement and control framework. Responsibility for control and riskmanagement is delegated to the appropriate level of managementwithin the Company with the Managing Director and CompanySecretary having ultimate responsibility to the Board for the riskmanagement and control framework.Areas of significant business risk to the Company are highlighted in theBusiness Plan presented to the Board by the Managing Director eachyear.Arrangements put in place by the Board to monitor risk managementinclude monthly reporting to the Board in respect of operations and thefinancial position of the consolidated entity.<strong>Pioneer</strong> Nickel <strong>Annual</strong> <strong>Report</strong> <strong>2005</strong>26
PIONEER NICKEL LIMITED AND ITS CONTROLLED ENTITY<strong>Pioneer</strong> Nickel <strong>Limited</strong>Directors’ <strong>Report</strong>The Directors present their report on <strong>Pioneer</strong> Nickel <strong>Limited</strong> and theentity it controlled at the end of, or during the year ended 30 June<strong>2005</strong>.DIRECTORSThe names and details of the Directors of <strong>Pioneer</strong> Nickel <strong>Limited</strong> duringthe financial year and until the date of this report are:Reginald N Gillard – BA, FCPA, FAICD, JPNON-EXECUTIVE CHAIRMANMr Gillard was appointed a Director on 17 March <strong>2005</strong>. Mr Gillard isan accountant with more than 30 years of experience initially in publicpractice and now in an advisory capacity focussing on corporatemanagement and the identification and evaluation of resource projectopportunities in Australia and overseas. Mr Gillard has had extensiveexperience in the successful acquisition and international funding of anumber of resource projects particularly in developing countries forAustralian and international companies.During the three year period to the end of the financial year, Mr Gillardheld directorships in Lafayette Mining <strong>Limited</strong> (5 November 1996 topresent), Aspen Group <strong>Limited</strong> (24 December 2001 to present), CaspianOil & Gas <strong>Limited</strong> (6 July 1994 to present), Perseus Mining <strong>Limited</strong> (24October 2003 to present), Moto Gold Mines Ltd (30 June 2000 to 18August <strong>2005</strong>), Wentworth Mutual <strong>Limited</strong> (14 December 2000 to 19February 2004), Adultshop.com <strong>Limited</strong> (1 September 1999 to 12September 2002) and Global Doctor <strong>Limited</strong> (14 July 1999 to 24January 2003).David J Crook – B.Sc, MAusIMMMANAGING DIRECTORMr Crook was appointed a Director on 11 August 2003. Mr Crook is ageologist with over 25 years experience in exploration, mining andmanagement, predominantly within Western Australia. Mr Crook hasinvestigated nickel sulphide, nickel laterite, gold, and other commodityresources and has an excellent discovery record. He has held seniorexploration and mining operations roles, including contract negotiationand management and corporate evaluations.Ian J Buchhorn – B.Sc (Hons), Dipl. Geosci (Min. Econ), MAusIMMNON-EXECUTIVE DIRECTORMr Buchhorn was appointed a Director on 17 January 2003. MrBuchhorn is a mineral economist and geologist. Mr Buchhorn hasworked on nickel, bauxite and industrial mineral mining andexploration, gold and base metal project generation, gold mineoperations and corporate evaluations. He has over 30 years experienceas an economic geologist, has commissioned several open cut goldmines, and has operated as a Registered Mine Manager. Mr Buchhornis the Managing Director of Heron <strong>Resources</strong> <strong>Limited</strong> (17 February 1995to present) and during the three year period to the end of the financialyear, Mr Buchhorn also held a directorship in Avoca <strong>Resources</strong> <strong>Limited</strong>(8 June 2001 to 15 February <strong>2005</strong>).Allan Trench – B.Sc (Hons), Ph. D, M.Sc (Min. Econ), MBA (Oxon),ARSM, AWASM, MAusIMMNON-EXECUTIVE DIRECTORDr Trench was appointed a Director on 8 September 2003. Dr Trench isa mineral economist, geophysicist and business managementconsultant with minerals experience including nickel, gold, vanadiumand mineral sands. Dr Trench led nickel sulphide exploration teams forWMC <strong>Resources</strong> in the Widgiemooltha-<strong>Pioneer</strong> and Leinster-Mt Keithregions of WA in the mid 1990’s. He subsequently joined McKinsey andCompany serving a number of major minerals companies withcorporate strategy, development and operations improvements.During the three year period to the end of the financial year, Dr Trenchalso held a directorship in Heron <strong>Resources</strong> <strong>Limited</strong> (8 December 2003to present).Peter Langworthy – B.Sc (Hons), MAusIMMNON-EXECUTIVE DIRECTORMr Langworthy was appointed a Director on 29 November 2004. MrLangworthy is presently the General Manager – Exploration for JubileeMines NL where he has been responsible for exploration and minedevelopment activities. Mr Langworthy has had extensive experiencein nickel sulphide exploration extending to regional exploration andoperating mines. This experience was gained from 11 years withWMC <strong>Resources</strong> Ltd, which included being Geology Manager for theLeinster Nickel operation and prior to this was Exploration Manager forall nickel exploration in the Mount Keith Leinster belt for WMC.Craig L Readhead – B. Juris, LLBMr Craig Readhead who was appointed a Director on 17 January 2003resigned as a Director on 17 March <strong>2005</strong>.COMPANY SECRETARYJulie A Wolseley – B.Com, CA, MAICDMs Wolseley was appointed Company Secretary on 11 August 2003.Ms Wolseley is the principal of a corporate advisory company with over13 years experience acting as company secretary to a number of ASXlisted public companies operating primarily in the resources sector.Previously Ms Wolseley was an audit manager both in Australia andoverseas for an international accounting firm. Ms Wolseley also holdsdirectorships on the boards of OM Holdings <strong>Limited</strong> and Territory Iron<strong>Limited</strong>.PRINCIPAL ACTIVITIESThe principal activities of the consolidated entity during the financialyear consisted of mineral exploration and development principally inWestern Australia.There have been no significant changes in these activities during thefinancial year.RESULTS OF OPERATIONSThe consolidated net loss after income tax for the financial year was$714,734 (2004: $311,337).27