The Board undertakes an annual assessment 
of its competencies and experience, with 
ESG a specific area of focus in the review and 
assessment process.
Centaurus’s Board has a majority of 
independent directors and has established 
an Audit and Risk Committee, a Technical 
Committee and a Remuneration Committee 
as a key part of its ESG Framework.  The Chairs 
of the Board and the sub-committees are 
independent.
The Company values diversity in all aspects 
of its business and is committed to creating 
a working environment that recognises and 
utilises the contribution of all employees.  The 
Company’s policy is to recruit and manage 
on the basis of ability and qualification for 
the position and performance, irrespective 
of gender, age, marital status, sexuality, 
nationality, race/cultural background, 
religious or political opinions, family 
responsibilities or disability.  The Company 
opposes all forms of unlawful and unfair 
discrimination.
The Board is responsible for establishing 
and monitoring the Company’s Diversity 
Policy.  The Managing Director is responsible 
for the application of the Policy across the 
organisation.  Employees are responsible 
for ensuring they comply with the guidelines 
of the Policy, promote the spirit of diversity 
and equal opportunity and report any 
questionable business practices that may 
breach this Policy in accordance with the 
Whistleblower Policy.
At the end of 2025, the Centaurus Board 
of Directors held a wide range of skills and 
qualifications and was comprised of six 
members:
	> Four of the directors are non-executive
	> One of the two executive directors is 
Brazilian
	> One of the non-executive directors is female
Centaurus’ board skills matrix sets out the 
mix of skills that the board currently has or 
is looking to achieve in its membership and 
can be found in the Company’s Corporate 
Governance Statement, published each year 
on the ASX and available on the company’s 
website.
REMUNERATION
A key responsibility of the Board is to 
determine overall remuneration, including 
remuneration for Non-Executive Directors, 
Executive Directors and Senior Executives.  
The Board is advised by the Remuneration 
Committee, which is comprised of three 
independent non-executive directors.  The 
Remuneration Committee seeks the advice of 
independent remuneration consultants on at 
least an annual basis to assist in developing 
a fair and competitive remuneration 
structure.  The functions of  the Remuneration 
Committee are detailed in the Remuneration 
Committee Charter (The Charter) and include:
	> Reviewing and recommending executive 
remuneration market positioning for key 
management personnel (KMP)
	> Reviewing and monitoring the ongoing 
appropriateness and relevance of  
The Charter
	> Making recommendations to the Board 
in relation to the Company’s policies and 
practices relating to recruitment, training, 
retention and promotion
	> Monitoring and making recommendations 
to the Board in respect of the design and 
implementation of incentive plans
The Company’s remuneration structure 
for directors and KMP is detailed in the 
Annual Report in full compliance with the 
Corporations Act and relevant accounting 
standards.
In 2025, the Company obtained a Brazilian 
mining market salary report in order to 
compare Centaurus’ remuneration to 
industry standards. Centaurus will continue 
to benchmark itself against its peers in the 
Brazilian mining industry based on this annual 
report. During the year, the remuneration 
offered by the Company was well within the 
desired bands.
INTERNAL 
COMMUNICATION 
AND EMPLOYEE 
ENGAGEMENT
Throughout 2025, Centaurus strengthened 
internal communication to support 
governance, compliance awareness, safety 
culture and employee engagement.
The Company’s Intranet is the primary 
platform for corporate communications, 
policies, procedures and strategic updates. 
Managed internally, more than 100 
publications were issued during the year, 
ensuring consistent information flow across 
operations. All initiatives were delivered by 
internal teams without external consultants, 
demonstrating strong internal ownership and 
cost-efficient governance practices.
Corporate policies and procedures are 
available in both English and Portuguese to 
support accessibility across the organisation. 
The Intranet provides employees with ongoing 
access to key governance instruments, 
including the Code of Conduct, Environmental 
Policy, health and safety standards and 
human rights commitments, while enabling 
timely communication of updates.
Centaurus views effective internal 
communication as an important component 
of its governance framework and responsible 
business practices.
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