A liner system for use in a grinding mill, the grinding mill including: a rotatable drum having an inner surface, the rotatable drum being rotatable about an axis of rotation; the liner system including: a plurality of lifter bars arrangeable on the inner surface of the rotatable drum, the lifter bars arrangeable to extend generally in the same direction as the axis of rotation of the rotatable drum, the lifter bars arrangeable to be circumferentially spaced apart around the inner surface of the rotatable drum so as to form channels therebetween, and a plurality of liner assemblies, each liner assembly including a mounting member arrangeable to operatively secure to the inner surface of the drum, characterised in that the liner assembly includes: an elastomeric cushioning member comprising an elongate body having a longitudinal axis arrangeable to extend in the same direction as the rotation axis, and which includes a base wall operatively connected to the mounting member, opposed side walls extending away from the base wall and terminating at an outer edge, an outer wall extending from the outer edge of the side walls to an outermost region, the distance (M+K) from the outermost region to the base wall being greater than the distance from the outer edge of the side walls to the base wall, a plurality of support cavities in the outer wall, the support cavities being arranged in a row which extends along the elongate body in the direction of the longitudinal axis, and a plurality of wear elements, each support cavity having a wear element mounted therein, the wear element(s) having an outer surface providing a wear surface, the wear surface and the outer wall of the cushioning member providing an outer surface of the liner assembly, wherein each wear surface is arranged flush with the outermost region, the liner assemblies being disposed within respective channels, with the mounting members arrangeable to secure to the inner surface of the rotatable drum. a plurality of lifter bars arrangeable on the inner surface of the rotatable drum, the lifter bars arrangeable to extend generally in the same direction as the axis of rotation of the rotatable drum, the lifter bars arrangeable to be circumferentially spaced apart around the inner surface of the rotatable drum so as to form channels therebetween, and a plurality of liner assemblies, each liner assembly including a mounting member arrangeable to operatively secure to the inner surface of the drum, an elastomeric cushioning member comprising an elongate body having a longitudinal axis arrangeable to extend in the same direction as the rotation axis, and which includes a base wall operatively connected to the mounting member, opposed side walls extending away from the base wall and terminating at an outer edge, an outer wall extending from the outer edge of the side walls to an outermost region, the distance (M+K) from the outermost region to the base wall being greater than the distance from the outer edge of the side walls to the base wall, a plurality of support cavities in the outer wall, the support cavities being arranged in a row which extends along the elongate body in the direction of the longitudinal axis, and a plurality of wear elements, each support cavity having a wear element mounted therein, the wear element(s) having an outer surface providing a wear surface, the wear surface and the outer wall of the cushioning member providing an outer surface of the liner assembly, wherein each wear surface is arranged flush with the outermost region, the liner assemblies being disposed within respective channels, with the mounting members arrangeable to secure to the inner surface of the rotatable drum.