CASTLE MINERALS LIMITED — Governance Information 2021

Sep 23, 2021

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APPENDIX 4G AND CORPORATE GOVERNANCE STATEMENT 2021

The Board of Castle Minerals Limited ( ASX: CDT ) (“ Castle” or the “Company” ) is responsible for the corporate governance of the Company and its subsidiaries and has implements policies, procedures and systems of control to provide a strong framework and practical means for ensuring good governance outcomes which meet the expectations of all stakeholders.

The Company’s Board is committed to a high standard of corporate governance practices, ensuring that the Company complies with the Corporations Act 2001 (Cth), ASX Listing Rules, Company Constitution and other applicable laws and regulations.

This Corporate Governance Statement discloses the extent to which the Company has followed the recommendations set out by the ASX Corporate Governance Council (“ Recommendations” ) in it publication Corporate Governance Principles and Recommendations 4[th] Editions and best practice. The Recommendations are not mandatory, however where the Company has departed from a Recommendations the Board has offered full disclosure and reason for adoption of its own practice.

The Board approved this Company’s Governance Statement on 24 September 2021.

The Company’s Board has also reviewed the Company’s Corporate Governance Plan which sets out the terms of reference for the Company’s corporate governance duties. The Company’s Corporate Governance Plan and other corporate governance policies and available on the Company’s website at www.castleminerals.com/governance.php.

Please find attached an Appendix 4G ‘Key to Disclosures Corporate Governance Council Principles and Recommendations’ and the Corporate Governance Statement.

By the order of the Board

Jade Styants Company Secretary

For further information, please contact:

Stephen Stone Managing Director stone@castleminerals.com +61 0418 804 564 or visit www.castleminerals.com

Castle Minerals Limited ACN 116 095 802 Suite 2, 11 Ventnor Avenue, West Perth WA 6005 Phone: +61 8 9322 7018 Email: info@castleminerals.com

Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

CASTLE MINERALS LIMITED

ABN 83 116 095 802	Financial year ended:
83 116 095 802	30 June 2021

Our corporate governance statement[1] for the period above can be found at:

• ☐ These pages of our annual report:

• ☒ This URL on our website:

www.castleminerals.com/governance.php

The Corporate Governance Statement is accurate and up to date as at 24 September 2021 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.

Date: 24 September 2021

Name of authorised officer authorising lodgement:

Jade Styants

Company Secretary

1 “Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period. Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of Listing Rule 4.10.3.

Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3. The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

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ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,2we have followed the recommendation in full for thewhole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:3
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should have and disclose a board charter setting out: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management.	☒and we have disclosed a copy of our board charter at: www.castleminerals.com/governance.php	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.2	A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.	☒ and we have disclosed in our Corporate Governance Statement.	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	☒ and we have disclosed in our Corporate Governance Statement.	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.4	The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.	☒ and we have disclosed in our Corporate Governance Statement.	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

2 Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with “ insert location ” underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10‐12 of our annual report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate governance/charters/”).

3 If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re‐format it.

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,2we have followed the recommendation in full for thewhole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:3
1.5	A listed entity should: (a) have and disclose a diversity policy; (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and (c) disclose in relation to each reporting period: (1) the measurable objectives set for that period to achieve gender diversity; (2) the entity’s progress towards achieving those objectives; and (3) either: (A) the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or (B) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act. If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period.	☒Items (a) and (b) and we have disclosed a copy of our diversity policy at: www.castleminerals.com/governance.php	☒Item (c) set out in our Corporate Governance Statement why we have not complied with item 1.5(c). OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,2we have followed the recommendation in full for thewhole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:3
1.6	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	☒Item (a) and we have disclosed the evaluation process referred to in paragraph (a) at: www.castleminerals.com/governance.php	☒Item (b) set out in our Corporate Governance Statement why we have not complied with item 1.6(b). OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.7	A listed entity should: (a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	☒Item (a) and we have disclosed the evaluation process referred to in paragraph (a) at: www.castleminerals.com/governance.php	☒Item (b) set out in our Corporate Governance Statement why we have not complied with item 1.7(b). OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,2we have followed the recommendation in full for thewhole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:3
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1	The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.	☐ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: [insert location] and the information referred to in paragraphs (4) and (5) at: [insert location] [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have a nomination committee and the processes we employ to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively at: [insert location]	☒set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership.	☒and we have disclosed our board skills matrix at: www.castleminerals.com/governance.php	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,2we have followed the recommendation in full for thewhole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:3
2.3	A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, affiliation or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.	☒and we have disclosed the names of the directors considered by the board to be independent directors in our Corporate Governance Statement. and, where applicable, the information referred to in paragraph (b) at Corporate Governance Statement. and the length of service of each director at: 2021 Annual Report.	☐ set out in our Corporate Governance Statement
2.4	A majority of the board of a listed entity should be independent directors.	☒ and set out in our Corporate Governance Statement.	☐set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.5	The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	☒ and set out in our Corporate Governance Statement.	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.6	A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively.	☐	☒set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,2we have followed the recommendation in full for thewhole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:3
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1	A listed entity should articulate and disclose its values.	☒and we have disclosed our values at: www.castleminerals.com/governance.php	☐ set out in our Corporate Governance Statement
3.2	A listed entity should: (a) have and disclose a code of conduct for its directors, senior executives and employees; and (b) ensure that the board or a committee of the board is informed of any material breaches of that code.	☒and we have disclosed our code of conduct at: www.castleminerals.com/governance.php	☐ set out in our Corporate Governance Statement
3.3	A listed entity should: (a) have and disclose a whistleblower policy; and (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy.	☒and we have disclosed our whistleblower policy at: www.castleminerals.com/governance.php	☐ set out in our Corporate Governance Statement
3.4	A listed entity should: (a) have and disclose an anti-bribery and corruption policy; and (b) ensure that the board or committee of the board is informed of any material breaches of that policy.	☒and we have disclosed our anti-bribery and corruption policy at: www.castleminerals.com/governance.php	☐ set out in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,2we have followed the recommendation in full for thewhole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:3
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1	The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.	☐ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: ………………………………………………………………… ………….. [insert location] and the information referred to in paragraphs (4) and (5) at: ………………………………………………………………… ………….. [insert location] [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have an audit committee and the processes we employ that independently verify and safeguard the integrity of our corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner at: ………………………………………………………………… ………….. [insert location]	☒set out in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,2we have followed the recommendation in full for thewhole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:3
4.2	The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.	☒as we have disclosed in our Corporate Governance Statement.	☐ set out in our Corporate Governance Statement
4.3	A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor.	☒as we have disclosed in our Corporate Governance Statement.	☐ set out in our Corporate Governance Statement
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1.	☒and we have disclosed our continuous disclosure compliance policy at: www.castleminerals.com/governance.php	☐ set out in our Corporate Governance Statement
5.2	A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.	☒and we have disclosed in our Corporate Governance Statement.	☐ set out in our Corporate Governance Statement
5.3	A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation.	☒and we have disclosed in our Corporate Governance Statement.	☐ set out in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,2we have followed the recommendation in full for thewhole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:3
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information about itself and its governance to investors via its website.	☒.and we have disclosed information about us and our governance on our website at: www.castleminerals.com/governance.php	☐ set out in our Corporate Governance Statement
6.2	A listed entity should have an investor relations program that facilitates effective two-way communication with investors.	☒and we have disclosed in our Corporate Governance Statement.	☐ set out in our Corporate Governance Statement
6.3	A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.	☒and we have disclosed how we facilitate and encourage participation at meetings of security holders at: www.castleminerals.com/governance.php	☐ set out in our Corporate Governance Statement
6.4	A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands.	☒and we have disclosed in our Corporate Governance Statement.	☐ set out in our Corporate Governance Statement
6.5	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	☒and we have disclosed in our Corporate Governance Statement.	☐ set out in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,2we have followed the recommendation in full for thewhole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:3
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1	The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.	☐ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: [insert location] and the information referred to in paragraphs (4) and (5) at: [insert location] [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have a risk committee or committees that satisfy (a) and the processes we employ for overseeing our risk management framework at: [insert location]	☒set out in our Corporate Governance Statement.
7.2	The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the board; and (b) disclose, in relation to each reporting period, whether such a review has taken place.	☒and we have disclosed whether a review of the entity’s risk management framework was undertaken during the reporting period in our Corporate Governance Statement.	☐ set out in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,2we have followed the recommendation in full for thewhole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:3
7.3	A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes.	☐ [If the entity complies with paragraph (a):] and we have disclosed how our internal audit function is structured and what role it performs at: [insert location] [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have an internal audit function and the processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control processes at: [insert location]	☒set out in our Corporate Governance Statement.
7.4	A listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does, how it manages or intends to manage those risks.	☒and we have disclosed whether we have any material exposure to environmental and social risks in our Corporate Governance Statement.	☐ set out in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,2we have followed the recommendation in full for thewhole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:3
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.	☐ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: [insert location] and the information referred to in paragraphs (4) and (5) at: [insert location] [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have a remuneration committee and the processes we employ for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive: [insert location]	☒set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
8.2	A listed entity should separately disclose its policies and practices regarding the remuneration of non- executive directors and the remuneration of executive directors and other senior executives.	☒and we have disclosed separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives at: www.castleminerals.com/governance.php	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,2we have followed the recommendation in full for thewhole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:3
8.3	A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.	☐ and we have disclosed our policy on this issue or a summary of it at: ………………………………………………………………… …… [insert location]	☒set out in our Corporate Governance Statement OR ☐ we do not have an equity-based remuneration scheme and this recommendation is therefore not applicable OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1	A listed entity with a director who does not speak the language in which board or security holder meetings are held or key corporate documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the discussions at those meetings and understands and can discharge their obligations in relation to those documents.	☐ and we have disclosed information about the processes in place at: ………………………………………………………………… …… [insert location]	☐ set out in our Corporate Governance Statement OR ☐ we do not have a director in this position and this recommendation is therefore not applicableOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
9.2	A listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time.	☐	☐ set out in our Corporate Governance Statement OR ☐ we are established in Australia and this recommendation is therefore not applicableOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
9.3	A listed entity established outside Australia, and an externally managed listed entity that has an AGM, should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.	☐	☐ set out in our Corporate Governance Statement OR ☐ we are established in Australia and not an externally managed listed entity and this recommendation is therefore not applicable ☐ we are an externally managed entity that does not hold an AGM and this recommendation is therefore not applicable

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,2we have followed the recommendation in full for thewhole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:3
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-	Alternative to Recommendation 1.1 for externally managed listed entities: The responsible entity of an externally managed listed entity should disclose: (a) the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; and (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements.	☐ and we have disclosed the information referred to in paragraphs (a) and (b) at: ………………………………………………………………… ………….. [insert location]	☐ set out in our Corporate Governance Statement
-	Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities: An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager.	☐ and we have disclosed the terms governing our remuneration as manager of the entity at: ………………………………………………………………… ………….. [insert location]	☐ set out in our Corporate Governance Statement

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Corporate Governance Statement

ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations – 4th edition The Corporate Governance Statement is current as at 24 September 2021 as approved by the Board.

	Recommendation	Current Practice
1.1	A listed entity should have and disclose a board charter	Satisfied. The Company has adopted a Board Charter
	setting out:	that sets out the specific roles and responsibilities of the
		Board, the Chair and management and includes a
	(a) the respective roles and responsibilities of its	description of those matters expressly reserved to the
	board and management; and	Board and those delegated to management.
	(b) those matters expressly reserved to the board and	The Board Charter also sets outs the requirements of the
	those delegated to management.	Board composition, the roles and responsibilities of the
		Chairman and Company Secretary, the establishment,
		operation and management of Board Committees,
		Directors’ access to Company records and information,
		details of the Board’s relationships with management,
		details of the Board’s performance review and details of
		the Board’s disclosure policy.

A copy of the Company’s Board Charter, which is part of the Company’s Corporate Governance Plan, is available on the Company’s website.

1.2	A listed entity should:	Satisfied.
	(a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and	(a) The Company has guidelines for the appointment and selection of the Board in its Corporate Governance Plan. These checks take place prior to putting forward a Director to security holders for election at a General
	(b) provide security holders with all material information	Meeting or Annual General Meeting.
	in its possession relevant to a decision on whether or not to elect or re-elect a director.	(b) All material information relevant to a decision on
		whether or not to elect or re-elect a Director must be
		provided to security holders in the Notice of Meeting
		containing the resolution to elect or re-elect a Director.
		The Board will ensure this material information in
		included in the Company’s 2021 Notice of Annual
		General Meeting.
1.3	A listed entity should have a written agreement with	Satisfied. Written agreements are in place with each
	each director and senior executive setting out the terms	director and senior executive for the past financial year.
	of their appointment.
1.4	The company secretary of a listed entity should be	Satisfied. The Board Charter outlines the roles,
	accountable directly to the board, through the chair, on	responsibility and accountability of the Company
	all matters to do with the proper functioning of the	Secretary. In accordance, the Company Secretary is
	board.	accountable directly to the Board, through the Chair, on
		all matters to do with the proper functioning of the Board.

1

Current Practice

Recommendation

1.5 A listed entity should:

• (a) have and disclose a diversity policy;

• (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and

• (c) disclose in relation to each reporting period:

• (1) the measurable objectives set for that period to achieve gender diversity;

• (2) the entity’s progress towards achieving those objectives; and

• (3) either:

  • (A) the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or

  • (B) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act.

If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period.

Satisfied (a) The Company has adopted a Diversity Policy which provides a framework for the Company to establish and achieve measurable diversity objectives, including in respect of gender diversity. The Diversity Policy allows the Board to set measurable gender diversity objectives, if considered appropriate, and to assess annually both the objectives if any have been set and the Company’s progress in achieving them.

Satisfied (b) The Diversity Policy is available, as part of the Corporate Governance Plan, on the Company’s website.

Not-Satisfied (c) The Board did not set measurable gender diversity objectives for the past financial year because the Board considered the application of a measurable gender diversity objective requiring a specified proportion of women on the Board and in senior executive roles would, given the small size of the Company and the Board. The Company is committed to ensuring that the appropriate mix of skills, expertise and diversity are considered when making any new Board appointments.

The respective proportions of men and women on the Board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes) as at 30 June 2021 is disclosed below:

Female Male Board 0% 100% Senior Executive 33% 67% Whole organisation 25% 75%

1.6 A listed entity should:

• (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and

• (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.

Satisfied, (a) The Board is responsible for evaluating the performance of the Board, its committees and individual Directors on an annual basis. It may do so with the aid of an independent advisor. The process for this is set out in the Company’s Corporate Governance Plan, which is available on the Company’s website.

Not-Satisfied (b) Given the small size of the Board, the Chairman maintained open communication with all Board members and senior executives throughout the year. The Chairman was responsible for evaluation of the Board and its members on an informal and as required basis throughout the financial year. Whilst no formal performance evaluations in respect of the Board and individual Directors was undertaken during the past financial year, the performance of the Board and the Directors was regularly assessed by the Chairman, appropriate feedback provided and any issues promptly resolved.

2

Recommendation Current Practice 1.7 A listed entity should: Satisfied (a) The Company’s Board is responsible for evaluating the performance of the Company’s senior (a) have and disclose a process for evaluating the executives on an annual basis. A senior executive, for performance of its senior executives at least once these purposes, means key management personnel (as every reporting period; and defined in the Corporations Act) other than a nonexecutive Director. The applicable processes for these (b) disclose for each reporting period whether a evaluations can be found in the Company’s Corporate performance evaluation has been undertaken in Governance Plan, which is available on the Company’s accordance with that process during or in respect website.

• (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.

Not-Satisfied (b) No evaluations have been undertaken to date.

• 2.1 The board of a listed entity should: (a) have a nomination committee which:

  • (1) has at least three members, a majority of whom are independent directors; and

  • (2) is chaired by an independent director, and disclose:

  • (3) the charter of the committee;

  • (4) the members of the committee; and

  • (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

• (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.

Not Satisfied. The Company’s Board Charter states that once the Board is of a sufficient size and structure, and the Company’s operations are of a sufficient magnitude, to assist the Board in fulfilling its duties, the Board will establish a Nomination Committee. Given the size and scale of the Company’s operations and the size and composition of the current Board, the full Board undertakes the role of the Nomination Committee. The Board considers that the formation of a separate Nomination Committee would not provide any additional benefits. The Board as a whole (with abstentions from relevant Directors where there is a conflict of interest) carries out the role and has the responsibilities typically assumed by a Nomination Committee. These responsibilities include, but are not limited to, regularly reviewing the size and composition of the Board and consideration of any appropriate changes, identifying and assessing the necessary and desirable skills and competency levels of Directors with a view to enhancing the Board, and making recommendations on the appointment, re-appointment or removal of Directors if and when necessary. The Board as a whole reviews the Company’s succession plans to assist in maintaining the appropriate mix of skills, experience, expertise and diversity on the Board.

2.2 A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership.

Satisfied. The Company has a Board skill matrix setting out the mix of skills and diversity that the Board currently has or is looking to achieve in its membership. A copy is available on the Company’s website. The Board Charter requires the disclosure of each Board member’s qualifications and expertise. Full details as to each Director and senior executive’s relevant skills and experience are available in the Company’s Annual Report.

3

	Recommendation	Current Practice
2.3	A listed entity should disclose:	Satisfied.
	(a) the names of the directors considered by the board to be independent directors;	(a) Mr Michael Atkins is considered to be independent non-executive Chairman and Mr James Guy is
		considered to be an independent non-executive director.
	(b) if a director has an interest, position, affiliation or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position or relationship in	(b) Both Mr Michael Atkins and Mr James Guy have received performance-based remuneration (options) as the remuneration is not considered material by the Board, and is not expected to interfere with these directors
	question and an explanation of why the board is	capacity to bring an independent judgement on issues
	of that opinion; and	before the Board and to act in the best interests of the
		entity as a whole rather than in the interests of an
	(c) the length of service of each director.	individual security holder or other party
		(c) The Company’s Annual Report discloses the length of
		service of each Director
2.4	A majority of the board of a listed entity should be	Satisfied. The Company’s Board Charter requires that,
	independent directors.	where practical, the majority of the Board should be
		independent. A majority of the directors on the Board
		were independent, being two of the three directors.
2.5	The chair of the board of a listed entity should be an	Satisfied. The Chair of the Company, Mr Michael Atkins,
	independent director and, in particular, should not be	is considered to be independent. Mr Michael Atkins was
	the same person as the CEO of the entity.	not the Managing Director or CEO of the Company during
		the financial year.
2.6	A listed entity should have a program for inducting new	Not Satisfied. The board has not established this process
	directors and for periodically reviewing whether there is	due to the Company’s size and low board turnover, and
	a need for existing directors to undertake professional	its ability to attract seasoned directors.
	development to maintain the skills and knowledge
	needed to perform their role as directors effectively.
3.1	A listed entity should articulate and disclose its values.	Satisfied. The Board has adopted a set of values which
		are the foundation for how the Company achieves its
		business objectives. Our values are supported by the
		Code of Conduct and other key governance principles
		and policies which are approved by the Board. The
		Company’s values are available on the Company’s
		website.
3.2	A listed entity should:
		Satisfied. The Company’s Corporate Code of Conduct
	(a) have and disclose a code of conduct for its directors, senior executives and employees; and	applies to the Company’s Directors, senior executives and employees. The Company’s Corporate Code of
		Conduct (which forms part of the Company’s Corporate
	(b) ensure that the board or a committee of the board is informed of any material breaches of that code.	Governance Plan) is available on the Company’s website. The Board is informed of any material breaches of the Code.

4

	Recommendation	Current Practice
3.3	A listed entity should:	Satisfied. A copy of the Company’s Whistleblower Policy,
		which is part of the Company’s Corporate Governance
	(a) have and disclose a whistleblower policy; and	Plan, is available on the Company’s website.
	(b) ensure that the board or a committee of the board is informed of any material incidents reported	The Board is informed of any material breaches of this Policy.
	under that policy.

3.4 A listed entity should:

• (a) have and disclose an anti-bribery and corruption policy; and

• (b) ensure that the board or committee of the board is informed of any material breaches of that policy.

Satisfied. A copy of the Anti-bribery and Corruption Policy, which is part of the Company’s Corporate Governance Plan, is available on the Company’s website. The Board is informed of any material breaches of this Policy.

4.1 The board of a listed entity should:

• (a) have an audit committee which:

• (1) has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and

• (2) is chaired by an independent director, who is not the chair of the board, and disclose:

Not Satisfied. Given the size and scale of the Company’s operations and the size and composition of the current Board, the full Board undertakes the role of the Audit Committee. The Board considers that the formation of a separate Audit Committee would not provide any additional benefits.

The Company’s auditors present their closing audit report to the Board prior to approval of both the Half Year and Full Year Financial Statements.

• (3) the charter of the committee;

• (4) the relevant qualifications and experience of the members of the committee; and

• (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

• (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.

5

Recommendation

Current Practice

• 4.2 The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

Satisfied. The Board requires the CEO and CFO (or, if none, the person(s) fulfilling those functions) to provide a sign off on these terms. The Company has obtained a sign off on these terms in the past financial year.

• 4.3 A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor.

Satisfied. The Company’s Corporate Governance Plan provides that the Company must have policies and comprehensive practices in place to verifying the integrity of the Company’s periodic reports which are not audited or reviewed by an external auditor, to satisfy the Board that each periodic report is materially accurate, balanced and provides investors with appropriate information to make informed investment decisions. Where a periodic corporate report, such the Company’s quarterly report, are not required to be audited or reviewed by an external auditor, the Company conducts an internal verification process to confirm the integrity of the report, to ensure that the content of the report is materially accurate, and to provide investors with appropriate information to make informed investment decisions. Appropriate supporting information for such corporate reports are sought and retained on preparation of the report and the full Board reviews and approves the release of such reports. Copies of all market announcements are also required to be circulated to the Board promptly, to ensure the Board has timely oversight of the nature and quality of information being disclosed to the market.

5.1	A listed entity should have and disclose a written policy	Satisfied. A copy of the Continuous Disclosure Policy,
	for complying with its continuous disclosure obligations	which is part of the Company’s Corporate Governance
	under listingrule 3.1.	Plan, is available on the Company’s website.
5.2	A listed entity should ensure that its board receives	Satisfied. Copies of all market announcements are
	copies of all material market announcements promptly	circulated by the Company Secretary promptly to the
	after they have been made.	Board, to ensure the Board has timely oversight of the
		nature and quality of information being disclosed to the
		market.

6

	Recommendation	Recommendation				Current Practice
5.3	A listed entity that gives a new and substantive				investor	Satisfied. The Company’s Continuous Disclosure Policy
	or analyst presentation should	release a copy of the				which forms part of the Company’s Corporate
	presentation materials on		the	ASX	Market	Governance Plan provides that any new and substantive
	Announcements Platform ahead of the presentation.					investor or analyst presentations will be released on the
						ASX Market Announcements Platform ahead of the
						presentation. The Chairman, Managing Director/CEO
						and Company Secretary ensure that any new and
						substantive investor or analyst presentations are
						released to ASX ahead of the presentation.
6.1	A listed entity should provide information about itself					Satisfied. Information about the Company and its
	and its governance to investors	via its		website.		governance is available in the Corporate Governance
						Plan which can be found on the Company’s website.
6.2	A listed entity should have	an investor relations				Satisfied. The Company has adopted a Shareholder
	program that facilitates		effective two-way			Communications Strategy which aims to promote and
	communication with investors.					facilitate effective two-way communication with investors.
						The Strategy outlines a range of ways in which
						information is communicated to shareholders and is
						available on the Company’s website as part of the
						Company’s Corporate Governance Plan.
6.3	A listed entity should disclose how it facilitates and					Satisfied. Shareholders are encouraged to participate at
	encourages participation at	meetings of			security	all general meetings and AGMs of the Company.
	holders.					Shareholder meeting materials include a statement
						encouraging all shareholders to participate in the
						meeting.
6.4	A listed entity should ensure		that	all substantive		Satisfied. The Shareholder Communication Strategy
	resolutions at a meeting of security holders are				decided	provides that all substantive resolutions at shareholder
	by a poll rather than by a show	of	hands.			meetings will be decided by a poll rather than a show of
						hands.
6.5	A listed entity should give security holders the option to					Satisfied. The Shareholder Communication Strategy
	receive communications	from,		and	send	provides that security holders can register with the
	communications to, the entity and its			security	registry	Company to receive email notifications when an
	electronically.					announcement is made by the Company to the ASX,
						including the release of the Annual Report and half yearly
						reports. Links are made available to the Company’s
						website on which all information provided to the ASX is
						immediately posted. Shareholders queries are referred to
						the Company Secretary in the first instance.

7

Recommendation Current Practice

7.1 The board of a listed entity should:

• (a) have a committee or committees to oversee risk, each of which:

• (1) has at least three members, a majority of whom are independent directors; and

• (2) is chaired by an independent director, and disclose:

Not Satisfied. Given the size and scale of the Company’s operations and the size and composition of the current Board, the full Board undertakes the role of the Risk Committee. The Board considers that the formation of a separate Risk Committee would not provide any additional benefits. The Board assumes responsibility for the oversight and management of material business risks with management tasked with the responsibility for developing and maintaining a sound system of risk management and internal control to manage the Company’s material business risks on a day-today basis.

• (3) the charter of the committee;

• (4) the members of the committee; and

The company has established policies for the oversight and management of material business risks.

  - (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

• (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.

• 7.2 The board or a committee of the board should:

• (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the board; and

• (b) disclose, in relation to each reporting period, whether such a review has taken place.

7.3 A listed entity should disclose:

• (a) if it has an internal audit function, how the function is structured and what role it performs; or

• (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes.

Satisfied. (a) The Board considers the overall risk management framework and risk profile and annually review its effectiveness in meeting sound corporate governance principles and keep the Board informed of all significant business risks.

• (b) The Board is focused on the management of risk. The Company has completed a review of the Company’s risk management framework, which is available in the Corporate Governance Plan which can be found on the Company’s website.

• Not satisfied. The Company does not currently have a formal internal audit function, however the Board oversees the effectiveness of risk management and internal control processes.

Management is charged with resourcing, operating and monitoring the system of internal control, incorporating risk responses in the form of controls into its management systems, and reporting results of the effectiveness of these systems to the Board. Although no system of internal control can provide absolute assurance that the business risks will be fully mitigated, the internal control

8

Recommendation	Current Practice
	systems adopted by the Company have been designed
	to meet the Company’s specific needs and the risks to
	which it is exposed. Internal control measures currently
	adopted by the Board include: (i) periodic reporting to the
	Board in respect of operational and financial
	performance; (ii) authority limits established for
	management which must not be exceeded unless prior
	Board approval is obtained; (iii) a compliance procedure
	for the purpose of ensuring compliance with the
	Company’s continuous disclosure obligations; and (iv)
	regular reports to the Board by appropriate members of
	the management team and/or independent advisers,
	outlining the nature of particular risks and highlighting
	measure which are either in place or can be adopted to
	manage or mitigate those risks. The Board monitors the
	need for an internal audit function having regard to the
	size, location and complexity of the Company’s
	operations.

7.4	A listed entity should disclose whether it has any	Satisfied. The Board determines whether the Company
	material exposure to environmental or social risks and,	has any material exposure to economic, environmental
	if it does, how it manages or intends to manage those	and social sustainability risks and, if it does, how it
	risks.	manages or intends to manage those risks. The
		Company’s Corporate Governance Plan requires the
		Company to disclose whether it has any material
		exposure to economic, environmental and social
		sustainability risks and, if it does, how it manages or
		intends to manage those risks. The entity does not have
		material exposure in these areas.

• 8.1 The board of a listed entity should:

• (a) have a remuneration committee which:

  • (1) has at least three members, a majority of whom are independent directors; and

  • (2) is chaired by an independent director, and disclose:

  • (3) the charter of the committee;

Not Satisfied. Given the size and scale of the Company’s operations and the size and composition of the current Board, the full Board undertakes the role of the Remuneration Committee. The Board considers that the formation of a separate Remuneration Committee would not provide any additional benefits. It was deemed appropriate for remuneration matters to be discussed during meetings of the full board, with Directors excluded from individual discussions as required. The Board will continue to assess the Company’s circumstances and establish a Remuneration Committee when deemed appropriate.

• (4) the members of the committee; and

• (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

9

	Recommendation	Current Practice
	(b) if it does not have a remuneration committee,
	disclose that fact and the processes it employs for
	setting the level and composition of remuneration
	for directors and senior executives and ensuring
	that such remuneration is appropriate and not
	excessive.
8.2	A listed entity should separately disclose its policies and	Satisfied. The Company’s Corporate Governance Plan
	practices regarding the remuneration of non-executive	requires the Board to disclose its policies and practices
	directors and the remuneration of executive directors	regarding the remuneration of Directors and senior
	and other senior executives.	executives, which is disclosed in the Remuneration
		Report contained in the Company’s Annual Report as
		well as being disclosed on the Company’s website.

8.3 A listed entity which has an equity-based remuneration No Satisfied. There is no broad policy. scheme should: The Company’s policies and practices regarding the remuneration of Directors and senior executives, (a) have a policy on whether participants are including equity-based remuneration, is disclosed in the permitted to enter into transactions (whether 2021 Annual Report. through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and

(b) disclose that policy or a summary of it.

Further information about the Company’s corporate governance practices is set out on the Company’s website at: www.castleminerals.com

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