b'The responsibilities of the Board include: questionable business practices that may TAXES breach this policy in accordance with the Approving the Companys strategy, business & ROYALTIES plans and policies; Whistleblower Policy.Centaurus social obligations includeApproving and monitoring the progressAt the end of 2022, the Centaurus Board compliance with the taxation laws of theof major capital expenditure, capitalof Directors held a wide range of skills and countries in which we operate.Whilemanagement and capital raising initiatives,qualifications and was comprised of six Centaurus intends to avail itself of any taxacquisitions and divestments; members:benefits or concession programs availableMonitoring the Companys performance inFour of them are non-executive.to it, we do not engage in practices that dodelivering its strategic plans, work programsOne of the two executive directors is not contribute to the long-term interests ofand ESG targets; Brazilian.Centaurus and its shareholders and are aMonitoring financial performance andOne of the non-executive directors is female.potential source of legal or reputational risks.approving the annual and half-year financial These practices might include for example, thereports; Centaurus board skills matrix sets out the pursuit of aggressive tax avoidance strategiesmix of skills that the board currently has or or non-disclosure practices which may lead toApproving the Companys system ofis looking to achieve in its membership and perceptions of a lack of transparency. corporate governance, including formationcan be found in the Companys Corporate Centaurus operates in jurisdictions whoseof Board Committees and the termsGovernance Statement, published each year income, employment and indirect taxof applicable governing charters, andon the ASX. regulations are relatively complex. An investormonitoring their effectiveness;who is a signatory to the PRI may undertake anApproving the overall remuneration policy, assessment of the investees tax framework.including remuneration for non-executiveREMUNERATIONThe total amount of taxes paid to all levels ofdirectors, executive directors, and senior Government (Municipal, State & Federal) byexecutives; and A key responsibility of the Board is to Centaurus in Brazil and Australia in 2022 wasReviewing, approving, and monitoringdetermine overall remuneration policy, approximately A$2.4 million. The large portionperformance against the Companys Riskincluding remuneration for Non-Executive of this tax is social contribution on employeeManagement Framework with ESG issues.Directors, Executive Directors and Senior salaries in Brazil as well as other indirectThe framework approved by the BoardExecutives. The Board is advised by the taxes in Brazil withheld from supplier invoicesmandates a minimal to low-risk appetite inRemuneration Committee, which is comprised for services in the local region of the Jaguarrelation to ESG issues. of three independent non-executive directors. Project. Brazil taxes for the year in the aboveThe Remuneration Committee seeks the figure amounted to R$8 million (A$2.2 million).The Board has established functions that areadvice of independent remuneration reserved for the Board, as separate from thoseconsultants on at least an annual basis to functions discharged by the Managing Directorassist in developing a fair and competitive POLITICAL and senior executives. These functions areremuneration structure. The functions of summarised in the Companys Board Charterthe Remuneration Committee are detailed LOBBYING which is available on the Companys website. in the Remuneration Committee Charter and & DONATIONS The Board undertakes an annual assessmentinclude:of its competencies and experience, withReviewing and recommending an executive Centauruss ABC Policy prohibits the makingESG a specific focus area in the review andremuneration policy for key management of political donations to any political party,assessment process. personnel (KMP);politician, or candidate for public officeCentauruss Board has a majority ofReviewing and monitoring the ongoing in any country unless the donation hasindependent directors and has establishedappropriateness and relevance of the been approved in advance by the Board ofan Audit and Risk Committee, and aremuneration policy;Directors. Remuneration Committee as a key part of its Making recommendations to the Board While donations to local communities and not- ESG Framework.A Technical Committee ofin relation to the Companys policies and for-profit charity organisations are sometimesthe Board was also formed in early 2023.Thepractices relating to recruitment, training, made by Centaurus, political donations areChairs of the Board and the sub-committeesretention, and promotion; andseen as giving rise to risks of corruption orare independent.perceptions of corruption. Authority to makeMonitoring and making recommendations any donation is therefore restricted by theThe Company values diversity in all aspectsto the Board in respect of the design and Delegated Table of Authorities to the Managingof its business and is committed to creatingimplementation of incentive plans.Director and the Country Manager Brazil witha working environment that recognises andThe Companys remuneration structure for the approval amount set at a nominal level. utilises the contribution of all its employees.directors and KMP is detailed as required in The Companys policy is to recruit and manage It is unacceptable to attempt to bias a decisionon the basis of ability and qualification forthe Annual Report in full compliance with the of a government official by offering personalthe position and performance, irrespectiveCorporations Act and relevant accounting gifts or entertainment. In particular, theof gender, age, marital status, sexuality,standards.offering of bribes to anyone is prohibited.nationality, race/cultural background, Behaviour of this nature is illegal in bothreligious or political opinions, family Australia and Brazil.responsibilities or disability. The Company opposes all forms of unlawful and unfair BOARD DIVERSITY discrimination.The Board is responsible for establishing and & STRUCTURE monitoring the Companys overall diversity The Board is responsible for the overallpolicy. The Managing Director is responsible governance of the Company including itsfor the application of the policy across the management of ESG issues, establishingorganisation. Employees are responsible goals for management and monitoring theto ensure they comply with the guidelines achievement of these goals. of the policy, promote the spirit of diversity and equal opportunity and report any 34'