Appendix 4G & 2025 Corporate Governance Statement
Released
Released
Announcement PDF
Rules 4.7.3 and 4.10.3
Appendix 4G
Key to Disclosures
Corporate Governance Council Principles and Recommendations
Name of entity
WEST COAST SILVER LIMITED (previously Errawarra Resources Ltd)
ABN/ARBN
Financial year ended:
95 155 472 834
30 June 2025
Our corporate governance statement 1 for the period above can be found at: 2
☒
These pages of our
annual report:
29
☒
This URL on our
website:
https://westcoastsilver.com.au/about-us/corporate-governance/
The Corporate Governance Statement (the CG Statement) is accurate and up to date as at
16 September 2025 and has been approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located. 3
Date:
19 September 2025
Name of authorised officer
authorising lodgement:
Bruce Garlick, Executive Chairman
1
“Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which
discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during
a particular reporting period.
Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a
corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a
statement is located. The corporate governance statement must disclose the extent to which the entity has followed the
recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a
recommendation for any part of the reporting period, its corporate governance statement must separately identify that
recommendation and the period during which it was not followed and state its reasons for not following the recommendation and
what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.
Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual
report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with
ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of
Listing Rule 4.10.3.
Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual
report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance
disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s
recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of
Listing Rule 4.10.3.
The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve
different purposes and an entity must produce each of them separately.
2
Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where
your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
3
Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not
applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and
you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection.
See notes 4 and 5 below for further instructions on how to complete this form.
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Page 1
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES
Corporate Governance Council recommendation
Where a box below is ticked, 4 we have followed the
recommendation in full for the whole of the period
above. We have disclosed this in our Corporate
Governance Statement:
Where a box below is ticked, we have NOT followed
the recommendation in full for the whole of the
period above. Our reasons for not doing so are: 5
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1
A listed entity should have and disclose a board
charter setting out:
(a) the respective roles and responsibilities of its
board and management; and
(b) those matters expressly reserved to the board
and those delegated to management.
☒
1.2
A listed entity should:
(a) undertake appropriate checks before appointing a
director or senior executive or putting someone
forward for election as a director; and
(b) 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
A listed entity should have a written agreement with
each director and senior executive setting out the
terms of their appointment.
☒
1.4
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.
☒
WCE Silver’s Board Charter is available from:
https://westcoastsilver.com.au/aboutus/corporate-governance/
disclosed in WCE Silver’s 2025 Annual Report
Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert
the location where that disclosure has been made, where indicated by the line with “insert location” underneath. If the disclosure in question has been made in your corporate governance statement, you
need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual
report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate
governance/charters/”).
4
5
If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Page 2
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Corporate Governance Council recommendation
1.5
A listed entity should:
(a) have and disclose a diversity policy;
(b) through its board or a committee of the board set
measurable objectives for achieving gender
diversity in the composition of its board, senior
executives and workforce generally; and
(c) disclose in relation to each reporting period:
(1) the measurable objectives set for that
period to achieve gender diversity;
(2) the entity’s progress towards achieving
those objectives; and
(3) either:
(A) the respective proportions of men and
women on the board, in senior
executive positions and across the
whole workforce (including how the
entity has defined “senior executive” for
these purposes); or
(B) 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.
If the entity was in the S&P / ASX 300 Index at the
commencement of the reporting period, the
measurable objective for achieving gender diversity in
the composition of its board should be to have not less
than 30% of its directors of each gender within a
specified period.
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Where a box below is ticked, 4 we have followed the
recommendation in full for the whole of the period
above. We have disclosed this in our Corporate
Governance Statement:
Where a box below is ticked, we have NOT followed
the recommendation in full for the whole of the
period above. Our reasons for not doing so are: 5
☒
disclosed in the CG Statement and
WCE Silver’s Diversity Policy available from:
https://westcoastsilver.com.au/aboutus/corporate-governance/
Page 3
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Corporate Governance Council recommendation
Where a box below is ticked, 4 we have followed the
recommendation in full for the whole of the period
above. We have disclosed this in our Corporate
Governance Statement:
Where a box below is ticked, we have NOT followed
the recommendation in full for the whole of the
period above. Our reasons for not doing so are: 5
1.6
A listed entity should:
(a) have and disclose a process for periodically
evaluating the performance of the board, its
committees and individual directors; and
(b) disclose for each reporting period whether a
performance evaluation has been undertaken in
accordance with that process during or in respect
of that period.
☒
disclosed in the CG Statement
1.7
A listed entity should:
(a) have and disclose a process for evaluating the
performance of its senior executives at least once
every reporting period; and
(b) disclose for each reporting period whether a
performance evaluation has been undertaken in
accordance with that process during or in respect
of that period.
☒
disclosed in the CG Statement
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Page 4
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Corporate Governance Council recommendation
Where a box below is ticked, 4 we have followed the
recommendation in full for the whole of the period
above. We have disclosed this in our Corporate
Governance Statement:
Where a box below is ticked, we have NOT followed
the recommendation in full for the whole of the
period above. Our reasons for not doing so are: 5
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1
The board of a listed entity should:
(a) have a nomination committee which:
(1) has at least three members, a majority of
whom are independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) 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 that the
board currently has or is looking to achieve in its
membership.
ASX Listing Rules Appendix 4G (current at 17/7/2020)
☒
☒
disclosed in the CG Statement
disclosed in the CG Statement
Page 5
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Corporate Governance Council recommendation
Where a box below is ticked, 4 we have followed the
recommendation in full for the whole of the period
above. We have disclosed this in our Corporate
Governance Statement:
2.3
A listed entity should disclose:
(a) the names of the directors considered by the
board to be independent directors;
(b) if a director has an interest, position, affiliation
or relationship of the type described in Box 2.3
but the board is of the opinion that it does not
compromise the independence of the director,
the nature of the interest, position 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
A majority of the board of a listed entity should be
independent directors.
☒
disclosed in the CG Statement
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.
☒
disclosed in the CG Statement
2.6
A listed entity should have a program for inducting
new directors and for periodically reviewing whether
there is a need for existing directors to undertake
professional development to maintain the skills and
knowledge needed to perform their role as directors
effectively.
☒
disclosed in the CG Statement
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Where a box below is ticked, we have NOT followed
the recommendation in full for the whole of the
period above. Our reasons for not doing so are: 5
disclosed in the CG Statement
Page 6
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Corporate Governance Council recommendation
Where a box below is ticked, 4 we have followed the
recommendation in full for the whole of the period
above. We have disclosed this in our Corporate
Governance Statement:
Where a box below is ticked, we have NOT followed
the recommendation in full for the whole of the
period above. Our reasons for not doing so are: 5
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1
A listed entity should articulate and disclose its
values.
☒
WCE Silver’s Board Charter is available from:
https://westcoastsilver.com.au/aboutus/corporate-governance/
3.2
A listed entity should:
(a) have and disclose a code of conduct for its
directors, senior executives and employees;
and
(b) ensure that the board or a committee of the
board is informed of any material breaches of
that code.
☒
WCE Silver’s Board Charter is available from:
https://westcoastsilver.com.au/aboutus/corporate-governance/
3.3
A listed entity should:
(a) have and disclose a whistleblower policy; and
(b) ensure that the board or a committee of the
board is informed of any material incidents
reported under that policy.
☒
WCE Silver’s Board Charter is available from:
https://westcoastsilver.com.au/aboutus/corporate-governance/
3.4
A listed entity should:
(a) have and disclose an anti-bribery and
corruption policy; and
(b) ensure that the board or committee of the
board is informed of any material breaches of
that policy.
☒
WCE Silver’s Board Charter is available from:
https://westcoastsilver.com.au/aboutus/corporate-governance/
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Page 7
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Corporate Governance Council recommendation
Where a box below is ticked, 4 we have followed the
recommendation in full for the whole of the period
above. We have disclosed this in our Corporate
Governance Statement:
Where a box below is ticked, we have NOT followed
the recommendation in full for the whole of the
period above. Our reasons for not doing so are: 5
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1
The board of a listed entity should:
(a) have an audit committee which:
(1) has at least three members, all of whom
are non-executive directors and a majority
of whom are independent directors; and
(2) is chaired by an independent director, who
is not the chair of the board,
and disclose:
(3) the charter of the committee;
(4) the relevant qualifications and experience
of the members of the committee; and
(5) 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
(b) if it does not have an audit committee, disclose
that fact and the processes it employs that
independently verify and 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.
ASX Listing Rules Appendix 4G (current at 17/7/2020)
☒
disclosed in the CG Statement
☒
Page 8
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Corporate Governance Council recommendation
4.3
A listed entity should disclose its process to verify
the integrity of any periodic corporate report it
releases to the market that is not audited or
reviewed by an external auditor.
Where a box below is ticked, 4 we have followed the
recommendation in full for the whole of the period
above. We have disclosed this in our Corporate
Governance Statement:
☒
Where a box below is ticked, we have NOT followed
the recommendation in full for the whole of the
period above. Our reasons for not doing so are: 5
WCE Silver’s Unaudited Periodic Corporate
Report Verification Procedure is available from:
https://westcoastsilver.com.au/aboutus/corporate-governance/
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1
A listed entity should have and disclose a written
policy for complying with its continuous disclosure
obligations under listing rule 3.1.
☒
5.2
A listed entity should ensure that its board receives
copies of all material market announcements
promptly after they have been made.
☒
5.3
A listed entity that gives a new and substantive
investor or analyst presentation should release a
copy of the presentation materials on the ASX
Market Announcements Platform ahead of the
presentation.
☒
WCE Silver’s Continuous Disclosure Policy
is available from:
https://westcoastsilver.com.au/aboutus/corporate-governance/
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1
A listed entity should provide information about itself
and its governance to investors via its website.
☒
WCE Silver’s Corporate Governance Plan
is available from:
https://westcoastsilver.com.au/aboutus/corporate-governance/
6.2
A listed entity should have an investor relations
program that facilitates effective two-way
communication with investors.
☒
WCE Silver’s Shareholder Communication
Strategy
is available from:
https://westcoastsilver.com.au/aboutus/corporate-governance/
6.3
A listed entity should disclose how it facilitates and
encourages participation at meetings of security
holders.
☒
WCE Silver’s Shareholder
Communication Strategy
is available from:
https://westcoastsilver.com.au/aboutus/corporate-governance/
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Page 9
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Corporate Governance Council recommendation
Where a box below is ticked, 4 we have followed the
recommendation in full for the whole of the period
above. We have disclosed this in our Corporate
Governance Statement:
6.4
A listed entity should ensure that all substantive
resolutions at a meeting of security holders are
decided by a poll rather than by a show of hands.
☒
6.5
A listed entity should give security holders the option
to receive communications from, and send
communications to, the entity and its security
registry electronically.
☒
Where a box below is ticked, we have NOT followed
the recommendation in full for the whole of the
period above. Our reasons for not doing so are: 5
WCE Silver’s Election of
Electronic Communications
is available from:
https://westcoastsilver.com.au/aboutus/corporate-governance/
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1
The board of a listed entity should:
(a) have a committee or committees to oversee
risk, each of which:
(1) has at least three members, a majority of
whom are independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) 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.
ASX Listing Rules Appendix 4G (current at 17/7/2020)
☒
disclosed in the CG Statement
Page 10
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Corporate Governance Council recommendation
Where a box below is ticked, 4 we have followed the
recommendation in full for the whole of the period
above. We have disclosed this in our Corporate
Governance Statement:
Where a box below is ticked, we have NOT followed
the recommendation in full for the whole of the
period above. Our reasons for not doing so are: 5
7.2
The board or a committee of the board should:
(a) review the entity’s risk management framework
at least annually to satisfy itself that it
continues to be sound and that the entity is
operating with due regard to the risk appetite
set by the board; and
(b) disclose, in relation to each reporting period,
whether such a review has taken place.
☒
disclosed in the CG Statement
7.3
A listed entity should disclose:
(a) if it has an internal audit function, how the
function is structured and what role it performs;
or
(b) 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 governance, risk
management and internal control processes.
☒
disclosed in the CG Statement
7.4
A listed entity should disclose whether it has any
material exposure to environmental or social risks
and, if it does, how it manages or intends to manage
those risks.
☒
disclosed in the CG Statement
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Page 11
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Corporate Governance Council recommendation
Where a box below is ticked, 4 we have followed the
recommendation in full for the whole of the period
above. We have disclosed this in our Corporate
Governance Statement:
Where a box below is ticked, we have NOT followed
the recommendation in full for the whole of the
period above. Our reasons for not doing so are: 5
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
☒
8.1
The board of a listed entity should:
(a) have a remuneration committee which:
(1) has at least three members, a majority of
whom are independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) 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 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
remuneration is appropriate and not excessive.
8.2
A listed entity should separately disclose its policies
and practices regarding the remuneration of nonexecutive directors and the remuneration of
executive directors and other senior executives.
☒
disclosed in WCE Silver’s 2025 Annual Report
8.3
A listed entity which has an equity-based
remuneration scheme should:
(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
(b) disclose that policy or a summary of it.
☒
disclosed in WCE Silver’s 2025 Annual Report
ASX Listing Rules Appendix 4G (current at 17/7/2020)
disclosed in the CG Statement
Page 12
CORPORATE GOVERNANCE
STATEMENT
Approved by the Board on 16 September 2025
INTRODUCTION
The board of directors ( “Board”) of West Coast Silver Limited (“West Coast Silver” or “Company”) is
responsible for the overall corporate governance of the Company and its subsidiaries ( “Group”). The Board
believes that good corporate governance helps ensure the future success of the Group, adds value to
stakeholders and enhances investor confidence. The Board guides and monitors the business affairs of the
Group on behalf of the shareholders by whom they are elected and to whom they are accountable.
The ASX document ‘Corporate Governance Principles and Recommendations 4th Edition’
(“Recommendations”) published by the ASX Corporate Governance Council applies to listed entities with the
aim of enhancing the credibility and transparency of Australia’s capital markets. The Board has assessed the
Group’s current practice against the Recommendations and other than the matters specified below under ‘If Not,
Why Not’ disclosure, all the best practice recommendations of the ASX Corporate Governance Council have
been applied.
This Corporate Governance Statement (the “CG Statement”) discloses the extent to which the Company has
followed the Recommendations, or where appropriate, indicates a departure from the Recommendations with an
explanation for the financial year ended 30 June 2025.
This Statement should be read in conjunction with the Company’s Corporate Governance Plan (the “CG Plan”) on
its website https://westcoastsilver.com.au/corporate-governance/
PRINCIPLE 1: Lay solid foundations for management and oversight
Recommendation 1.1: Disclose a Board Charter
The Company’s Board charter (the “Board Charter”) contained in the CG Plan details the respective roles and
responsibilities of the Board and management and those matters expressly reserved to the Board and delegated
to management.
Recommendation 1.2: Undertake appropriate checks before appointing
a Director or senior executive, and provide material information to security holder
The Company undertakes appropriate checks before appointing a Company director (“Director”) or senior
executive or endorsing the election of any prospective Director and provides security holders with all material
information in its possession relevant to a decision on whether or not to elect or re-elect a Director by providing
biographical details of candidates including relevant qualifications, experience and skills and details of any
other material directorships currently held by the candidate and in the case of a candidate standing for election
as a Director for the first time:
•
confirmation that the Company has conducted appropriate checks into the candidate’s background and
experience which have been satisfactory; and
•
if the Board considers that the candidate will, if elected, qualify as an independent Director, a statement
to that effect.
Recommendation 1.3: Establish a written agreement with each
Director and senior executive setting out the terms of their appointment
The Company’s Nomination Committee Charter contained in the CG Plan requires the nomination committee
(or, in its absence, the Board) to ensure that each Director and senior executive is personally a party to a written
agreement which sets out the terms of that Director’s or senior executive’s appointment.
The Company has written agreements, including the remuneration entitlement and performance requirements
with each Director and senior executive. Directors also receive a deed of indemnity, insurance, and access.
The summary of agreements is disclosed in the Company’s annual report (the “Annual Report”).
WEST COAST SILVER LIMITED
ASX | WCE
ACN: 155 472 834
REGISTERED OFFICE
Level 2, 10 Ord Street
West Perth, WA 6005
PO Box 1227, West Perth
WA 6872, Australia
info@westcoastsilver.com.au
+61 8 9322 3383
westcoastsilver.com.au
1
CORPORATE GOVERNANCE STATEMENT
Recommendation 1.4: The Company Secretary should be accountable
directly to the Board, through the Chair
The Board Charter outlines the roles, responsibilities and accountability of the Company’s company secretary
(the “Company Secretary”). In accordance with this, the Company Secretary is accountable directly to the
Board, through the chairperson of the Board (the “Chair”), on all matters to do with the proper functioning of the
Board.
Recommendation 1.5: Disclose a Diversity Policy and set measurable
objectives for achieving gender diversity
The Company’s diversity policy (the “Diversity Policy”) provides a framework to establish and achieve
measurable diversity objectives, including in respect of gender diversity. The Diversity Policy allows the Board to
set measurable gender diversity objectives, if considered appropriate, and to assess annually both the
objectives (if any have been set) and the Company’s progress in achieving them.
The proportion of women within the Group at 30 June 2025 was as follows:
FY 2025
Position Category
Men
Women
Board
100%
Nil
Senior executive
100%
Nil
Whole organisation
100%
Nil
Given the current small size of the Board and the Company’s operations, the Board does not presently intend to
set measurable gender diversity objectives because:
(a)
the Board does not anticipate there will be a need to appoint any new Directors or senior executives due
to the limited nature of the Company’s existing and proposed activities and the Board’s view that the
existing Directors and senior executives have sufficient skill and experience to carry out the Company’s
plans;
(b)
if it becomes necessary to appoint any new Directors or senior executives, the Board will consider the
application of the measurable diversity objectives and determine whether, given the small size of the
Company and the Board, requiring specified objectives to be met will unduly
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