b'The responsibilities of the Board include: of the Policy, promote the spirit of diversity TAXES and equal opportunity and report any & ROYALTIES Approving the Companys strategy, businessquestionable business practices that may plans and policies; breach this Policy in accordance with the Centaurus social obligations includeApproving and monitoring the progressWhistleblower Policy.compliance with the taxation laws of theof major capital expenditure, capitalAt the end of 2023, the Centaurus Board countries in which we operate.Whilemanagement and capital raising initiatives,of Directors held a wide range of skills and Centaurus intends to avail itself of any taxand acquisitions and divestments; qualifications and was comprised of six benefits or concession programs availablemembers:to it, we do not engage in practices that doMonitoring the Companys performance in not contribute to the long-term interests ofdelivering its strategic plans, work programsFour of them are non-executive.Centaurus and its shareholders and are aand ESG targets; One of the two executive directors is potential source of legal or reputational risks. Brazilian.These practices might include for example, theMonitoring financial performance and pursuit of aggressive tax avoidance strategiesapproving the annual and half-year financialOne of the non-executive directors is female.or non-disclosure practices which may lead toreports;perceptions of a lack of transparency. Centaurus board skills matrix sets out the Approving the Companys system ofmix of skills that the board currently has or Centaurus operates in jurisdictions whosecorporate governance, including formationis looking to achieve in its membership and income, employment and indirect taxof Board Committees and the termscan be found in the Companys Corporate regulations are relatively complex.An investorof applicable governing charters, andGovernance Statement, published each year who is a signatory to the PRI may undertake anmonitoring their effectiveness; on the ASX. assessment of the investees tax framework.Approving the overall remuneration policy, The total amount of taxes paid to all levels of Government (Municipal, State & Federal)including remuneration for non-executiveREMUNERATIONDirectors, executive Directors, and senior by Centaurus in Brazil and Australia in 2023executives; and A key responsibility of the Board is to was approximately A$2.32 million.The largedetermine overall remuneration, including portion of this tax is social contribution onReviewing, approving, and monitoringremuneration for Non-Executive Directors, employee salaries in Brazil as well as otherperformance against the Companys RiskExecutive Directors, and Senior Executives.indirect taxes in Brazil withheld from supplierManagement Framework with ESG issues.The Board is advised by the Remuneration invoices for services in the local region of theThe framework approved by the BoardCommittee, which is comprised of three Jaguar Project.mandates a minimal to low-risk appetite inindependent non-executive directors.The relation to ESG issues. Remuneration Committee seeks the advice of POLITICAL The Board has established functions that areindependent remuneration consultants on at reserved for the Board, as separate from thoseleast an annual basis to assist in developing a LOBBYING functions discharged by the Managing Directorfair and competitive remuneration structure.& DONATIONS and senior executives.These functions areThe functions of the Remuneration Committee summarised in the Companys Board Charterare detailed in the Remuneration Committee Centaurus ABC Policy prohibits the makingwhich is available on the Companys website. Charter and include:of political donations to any political party,The Board undertakes an annual assessmentReviewing and recommending executive politician, or candidate for public officeof its competencies and experience, withremuneration market positioning for key in any country unless the donation hasESG a specific area of focus in the review andmanagement personnel (KMP);been approved in advance by the Board ofassessment process.Directors. Centaurus Board has a majority ofReviewing and monitoring the ongoing While donations to local communities and not- independent directors and has establishedappropriateness and relevance of the for-profit charity organisations are sometimesan Audit and Risk Committee, a TechnicalRemuneration Committee Charter;made by Centaurus, political donations areCommittee, and a Remuneration CommitteeMaking recommendations to the Board seen as giving rise to risks of corruption oras a key part of its ESG Framework.The Chairsin relation to the Companys policies and perceptions of corruption.Authority to makeof the Board and the sub-committees arepractices relating to recruitment, training, any donation is therefore restricted by theindependent. retention, and promotion; andDelegated Table of Authorities to the ManagingThe Company values diversity in all aspects Director and the Country Manager Brazil withof its business and is committed to creatingMonitoring and making recommendations the approval amount set at a nominal level. a working environment that recognises andto the Board in respect of the design and It is unacceptable to attempt to bias a decisionutilises the contribution of all its employees. implementation of incentive plans.of a government official by offering personalCompanys policy is to recruit and manageThe Companys remuneration structure for gifts or entertainment.In particular, theon the basis of ability and qualification fordirectors and KMP is detailed as required in offering of bribes to anyone is prohibited. the position and performance, irrespectivethe Annual Report in full compliance with the Behaviour of this nature is illegal in bothof gender, age, marital status, sexuality,Corporations Act and relevant accounting Australia and Brazil.nationality, race/cultural background,standards.religious or political opinions, family responsibilities or disability.The Company BOARD DIVERSITY opposes all forms of unlawful and unfair & STRUCTURE discrimination.The Board is responsible for the overallThe Board is responsible for establishing governance of the Company including itsand monitoring the Companys Diversity management of ESG issues, establishingPolicy.The Managing Director is responsible goals for management and monitoring thefor the application of the Policy across the achievement of these goals. organisation.Employees are responsible to ensure they comply with the guidelines 36'