b'of the Policy, promote the spirit of diversityTAXES The responsibilities of the Board include: and equal opportunity and report any & ROYALTIES Approving the Companys strategy, businessquestionable business practices that may breach this Policy in accordance with the Centaurus social obligations includeplans and policies Whistleblower Policy.compliance with the taxation laws of theApproving and monitoring the progressAt the end of 2024, the Centaurus Board countries in which we operate.Whileof major capital expenditure, capitalof Directors held a wide range of skills and Centaurus intends to avail itself of any taxmanagement and capital raising initiatives,qualifications and was comprised of six benefits or concession programs availableand acquisitions and divestments members:to it, we do not engage in practices that do not contribute to the long-term interestsMonitoring the Companys performance inFour of them are non-executive.of Centaurus and its shareholders or are adelivering its strategic plans, work programsOne of the two executive directors is potential source of legal or reputational risk.and ESG targets Brazilian.These practices might include for example, the pursuit of aggressive tax avoidance strategiesMonitoring financial performance andOne of the non-executive directors is female.or non-disclosure practices which may lead toapproving the annual and half-year financial perceptions of a lack of transparency. reports Centaurus board skills matrix sets out the mix of skills that the board currently has or Centaurus operates in jurisdictions whoseApproving the Companys system ofis looking to achieve in its membership and income, employment and indirect taxcorporate governance, including formationcan be found in the Companys Corporate regulations are relatively complex.An investorof Board Committees and the termsGovernance Statement, published each year who is a signatory to the PRI may undertake anof applicable governing charters, andon the ASX. assessment of the investees tax framework.monitoring their effectivenessThe total amount of taxes paid to all levels ofApproving the overall remuneration policy, Government (Municipal, State & Federal) byincluding remuneration for non-executiveREMUNERATIONCentaurus in Brazil and Australia in 2024 wasDirectors, executive Directors, and seniorA key responsibility of the Board is to approximately A$1.22 million.A large portionexecutives determine overall remuneration, including of this tax came from social contributions onremuneration for Non-Executive Directors, employee salaries in Brazil as well as otherReviewing, approving, and monitoring indirect taxes in Brazil withheld from supplierperformance against the Companys RiskExecutive Directors and Senior Executives.invoices for services in the local region of theManagement Framework with ESG issues.The Board is advised by the Remuneration Jaguar Project. The framework approved by the BoardCommittee, which is comprised of three 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 least an annual basis to assist in developing a LOBBYING reserved for the Board, as separate from thosefair and competitive remuneration structure.functions discharged by the Managing Director The functions of the Remuneration Committee & DONATIONS and senior executives.These functions areare detailed in the Remuneration Committee summarised in the Companys Board CharterCharter and include:Centauruss ABC Policy prohibits the makingwhich is available on the Companys website.of political donations to any political party,The Board undertakes an annual assessment Reviewing and recommending executivepolitician 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.Reviewing and monitoring the ongoingWhile donations to local communities and not- Centauruss Board has a majority ofappropriateness and relevance of thefor-profit charity organisations are sometimesindependent directors and has establishedRemuneration Committee Chartermade by Centaurus, political donations arean Audit and Risk Committee, a Technical Making recommendations to the Boardseen as giving rise to risks of corruption orCommittee and a Remuneration Committeein relation to the Companys policies andperceptions of corruption.Authority to makeas a key part of its ESG Framework.The Chairspractices relating to recruitment, training,any donation is therefore restricted by theof the Board and the sub-committees areretention and promotionDelegated Table of Authorities to the Managingindependent.Director and the Country Manager Brazil, withThe Company values diversity in all aspects Monitoring and making recommendationsthe approval amount set at a nominal level. of its business and is committed to creatingto the Board in respect of the design andIt is unacceptable to attempt to bias a decisiona working environment that recognises andimplementation of incentive plansof a government official by offering personalutilises the contribution of all its employees. The Companys remuneration structure for gifts or entertainment.In particular, theThe Companys policy is to recruit and managedirectors and KMP is detailed as required in offering of bribes to anyone is prohibited. on the basis of ability and qualification forthe Annual Report in full compliance with the Behaviour of this nature is illegal in boththe position and performance, irrespectiveCorporations Act and relevant accounting Australia and Brazil.of gender, age, marital status, sexuality,standards.nationality, race/cultural background,In 2024, the Company obtained a Brazilian religious or political opinions, family BOARD DIVERSITY responsibilities or disability.The Companymining market salary report in order to opposes all forms of unlawful and unfaircompare Centaurus remuneration to & STRUCTURE discrimination. industry standards. Centaurus will continue to benchmark itself against Brazilian mining The Board is responsible for the overallThe Board is responsible for establishingindustry based on this annual report. During governance of the Company including itsand monitoring the Companys Diversity2024, the remuneration offered by the management of ESG issues, establishingPolicy.The Managing Director is responsibleCompany was well within the desired bands.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'