Deterra Royalties Limited — Governance Information 2023

Aug 14, 2023

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CORPORATE GOVERNANCE STATEMENT

DETERRA ROYALTIES LIMITED

DATE

This Corporate Governance Statement is current as 14 August 2023 and has been approved by the Board of Directors of Deterra Royalties Limited ( Deterra or Company ) on that date.

On behalf of the Directors

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JENNIFER SEABROOK

Chair

The Board of Directors is responsible for the operational and financial performance of the Company, including its corporate governance. The Board has adopted a corporate governance framework for the Company, the key features of which are set out in this Corporate Governance Statement. This corporate governance framework is underpinned by the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (4th Edition) (the ASX Recommendations) which are applicable to ASX-listed entities.

Where the Company's corporate governance practices follow a recommendation in the ASX Recommendations, the Board has made appropriate statements reporting on the adoption of the recommendation. In compliance with the "if not, why not" reporting regime, where, after due consideration, the Company's corporate governance practices do not follow a recommendation in the ASX Recommendations, the Board has explained its reasons for not following the recommendation and disclosed what, if any, alternative practices the Company has adopted instead of those in the recommendation.

Deterra’s corporate governance policies are available on the Company’s website: https://deterraroyalties.com/sustainability

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2023 Corporate Governance Statement

	Recommendation	Compliance	Comment
	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.	Compliant	The Deterra Board has adopted a written charter to provide a framework for the effective operation of the Deterra Board which describes: • Board composition; • Board roles, responsibilities and processes; • relationship and interaction between the Deterra Board and management; and • authority delegated by the Board to management and to Board committees. Deterra’s Board Charter is disclosed on Deterra’s website www.deterraroyalties.com/sustainability/policies-and-charters The Board’s role includes to: • represent and serve the interests of shareholders by overseeing Deterra’s strategies, policies and performance; • set and monitor compliance with Deterra’s culture, values and governance frameworks; and • keep shareholders informed of Deterra’s performance and major developments affecting its state of affairs. The responsibilities of the Board include: • reviewing the Deterra Board skills matrix and appointing non-executive directors; • approving strategic objectives and non-financial and financial objectives, and monitoring progress against those objectives; • monitoring performance of the Chief Executive Officer and senior management, and their implementation of the objectives; • appointing or removing the Chief Executive Officer and approving his or her remuneration and other terms of employment; • approving the issue of any shares, options, equity instruments or other securities in the Company; • considering and approving capital, major acquisitions, expenditures and divestments; • establishing committees to assist in carrying out its responsibilities; and • adopting charters that set out matters relevant to the composition, responsibilities and administration of committees. The Board has delegated authority to the Chief Executive Officer for the day-to-day management of Deterra’s business and operations, within limits described in the Board Charter.

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	Recommendation	Compliance	Comment
1.2	A listed entity should: (a) undertake appropriate checks before appointing a director 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.	Compliant	The Nomination and Governance Committee is responsible for appointments to the Board. These appointments are based on objective criteria that serve to maintain an appropriate balance of skills and experience. The Nomination and Governance Committee will carry out appropriate reference checks. When considering the appointment of a new Director, the Nomination and Governance Committee may engage the services of an executive recruitment firm to assist in identifying suitable candidates to be shortlisted for consideration for the appointment to the Board. A profile of each Director is included in the Annual Report and in any notice of meeting where a Director is standing for election or re-election.
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	Compliant	Deterra has written letters of appointment in place with each Board member and Senior Executive, setting out the terms of their employment, duties and responsibilities, performance, remuneration and other governance matters.
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.	Compliant	Deterra has a joint Company Secretary arrangement. In accordance with Deterra’s Board Charter, the Company Secretaries are accountable to the Board, through the Chair, for corporate governance matters and all matters to do with the proper functioning of the Board.
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	Compliant	Deterra’s Diversity and Inclusion Policy is accessible on Deterra’s website: www.deterraroyalties.com/sustainability/policies-and-charters The People and Performance Committee charter requires the Committee on an annual basis to: • approve Deterra’s measurable diversity objectives with regard to the composition of the Board, ‘senior executives’ and the workforce generally; • assess the objectives and Deterra’s progress against them, including considering the results of any gender pay equity audits undertaken during the year, and approve any changes to the diversity objectives and strategies; and • submit a report to the Board that includes an assessment of the respective portions of men and women on the Board, in ‘senior executive’ positions and across the whole workforce, with a description of how the Committee recommends that the Board defines ‘senior executive’ for this purpose. Duringtheperiod, the People and Performance Committee reviewed the measurable diversityobjectives

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(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.

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approved by the Committee in FY2022, namely:
• the ratio of Board members should not be less than 40% female; and • the Company will actively seek to achieve diversity at the Senior Executive level as opportunities arise, noting the limited number of Senior Executive roles.
The Committee: • noted that female representation on the Board remained above 40% at all times; • noted that female representation in the Senior Executive remained at 33% with the definition of “Senior Executive” including the General Counsel and Company Secretary in addition to Key Management Personnel; and • noted that no pay equity audit was undertaken during FY23.
The Committee set FY2023 measurable diversity objectives as follows: • the ratio of Board members should not be less than 40% female; • the Company will actively seek to achieve diversity at the Senior Executive level as opportunities arise, noting the limited number of Senior Executive roles; and • the Company will actively seek to achieve diversity at all levels of the workforce as opportunities arise, noting the limited number of new roles in the business as a whole.
As at the date of this Statement, Deterra reports the following composition of its Board, senior executive
and workforce as a whole:
% women % men
Board 50 50
Senior Executive 33 67
All employees 38 62
Deterra is not a ‘relevant employer’ under the Workplace Gender Equality Act.

The Committee:

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	Recommendation	Compliance	Comment
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.	Compliant	Deterra has a formal process for the annual evaluation of the performance of the Board. This is outlined in the Nomination and Governance Charter, which is accessible on Deterra’s website at www.deterraroyalties.com/sustainability/policies-and-charters A comprehensive performance evaluation of the Board and each Committee was concluded at the end of FY2022 with the assistance of an external consultant. The Company intends to undertake a focussed performance evaluation process in early FY2024.
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.	Compliant	The People and Performance Committee oversees the process for evaluating the performance of senior executives. The Committee’s charter is accessible on Deterra’s website at www.deterraroyalties.com/sustainability/policies-and-charters The Managing Director & Chief Executive Officer conducts an annual evaluation of each senior executive’s performance, during which the senior executive’s performance over the previous 12 months is assessed against relevant performance indicators, and role expectations are set for the following year. The People and Performance Committee (in the absence of the Managing Director & Chief Executive Officer) also assesses the performance of the Managing Director & Chief Executive Officer at least once during each financial year. The Board Chair will meet with the Managing Director & Chief Executive Officer and provide him or her with feedback on the Board’s assessment. A performance evaluation for the Managing Director & Chief Executive Officer and Chief Financial Officer for the financial year ended 30 June 2023 was completed in July 2023. Key outcomes of the evaluation are included in Deterra’s Remuneration Report 2023.

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	Recommendation	Compliance	Comment
	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: (i) has at least three members, a majority of whom are independent directors; and (ii) is chaired by an independent director, and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) as at the end of each reporting period, the number of times the committee met throughout the period and theindividual attendances of the membersat 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.	Compliant	The Nomination and Governance Committee Charter is available to access on Deterra’s website at www.deterraroyalties.com/sustainability/policies-and-charters The Nomination and Governance Committee recommends and approves Director and Chair renewal and succession, and approves the Director selection, appointment and re-election process. The Nomination and Governance Committee carries out the process of determining the need for screening and appointing new directors. It has adopted a skills matrix to help determine appropriate skills, knowledge, experience, independence and diversity necessary to discharge its duties and responsibilities effectively. Deterra’s Nomination and Governance Committee comprises of: • Mr Graeme Devlin (Independent Chair of the Committee, Non-Executive Director); • Ms Jennifer Seabrook (Independent, Non-Executive Director); • Dr Joanne Warner (Independent, Non-Executive Director); • Ms Adele Stratton (Non-Executive Director); and • Mr Jason Neal (Independent, Non-Executive Director). Deterra’s 2023 Annual Report sets out the meeting attendance record for this Committee. .

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	Recommendation	Compliance	Comment
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.	Compliant	The Board regularly evaluates the mix of skills, experience, and diversity of its members to ensure that the Board operates effectively and efficiently. The Board believes that a highly credentialed Board, with a diversity of background, skills, and perspectives, will be effective in supporting and enabling delivery of good governance for the Company and value for shareholders. A profile of each Director, setting out their skills, experience and period of office is set out in the 2023 Annual Report. During the period, the Nomination & Governance Committee reviewed and updated Deterra’s Board Skills Matrix. A summary of the revised Board Skills Matrix is provided at Appendix A of this Corporate Governance Statement.
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 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.	Compliant	Independent Directors of the Board are: • Ms Jennifer Seabrook (appointed June 2020); • Mr Graeme Devlin (appointed October 2020); • Dr Joanne Warner (appointed October 2020); and • Mr Jason Neal (appointed November 2022). The Deterra Board recognises that Ms Jennifer Seabrook has historically been an officer of Iluka Resources Limited, which is a substantial shareholder of Deterra. The Deterra Board considers Ms Seabrook to be independent notwithstanding that historical relationship, on the basis that she retired from her position as an independent non-executive director of Iluka on 9 April 2020 (after 12 years on the Iluka Board) to become Chair of the Deterra Board and has no ongoing connection with Iluka. Ms Seabrook was also a senior adviser at Gresham until September 2020. Gresham has provided services to Iluka and to Deterra from time to time, including services to Iluka in respect of the demerger of the Deterra business. Ms Seabrook was not involved in the provision of advice to Iluka in relation to its interest in Deterra, and has not been involved in the provision of advice by Gresham to Deterra. For this reason, the Deterra Board considers Ms Seabrook to be independent notwithstanding her historical relationship with Gresham. Ms Adele Stratton is not considered by the Board to be an independent director as she is a nominee of Iluka, which is a substantial shareholder of Deterra. The Board believes that Ms Stratton continues to make a valuable contribution to Deterra through her deep understanding of the Deterra business, the industries in which it operates and her executive experience at Iluka and Rio Tinto Iron Ore. Mr Julian Andrews is not considered to be independent on the basis that he is employed by Deterra as Managing Director and Chief Executive Officer.

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			The length of service of each director is set out in Deterra’s 2023 Annual Report.
2.4	A majority of the board of a listed entity should be independent directors.	Compliant	The majority of the Board comprises three Independent Directors, bringing relevant experience and independent contributions to the Board process. The Board has assessed the independence of the Directors in accordance with the definition contained within the ASX Recommendations (see item 2.3 of this Statement above).
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.	Compliant	The Chair of the Board is Ms Jennifer Seabrook, who is an Independent Director (see item 2.3 of this Statement above in regards to the Board’s assessment of Ms Seabrook’s independence). Deterra maintains a separation between the Chair and the Chief Executive Officer roles. The day-to-day management of the company is overseen by Managing Director & Chief Executive Officer, Mr Julian Andrews.
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 as directors effectively.	Compliant	All new directors are provided with an induction, including comprehensive meetings with senior executives and management, and provision of information on Company and Board policies. Directors appointed to the Board are provided with written materials, incorporating an overview of directors duties for public companies, a detailed appointment letter outlining the Company’s expectations and the requirements of the role, as well as identifying director interests and potential conflicts. All Directors are expected to maintain the skills required to effectively discharge their obligations to the Company. Directors are encouraged to undertake continuing professional education. The Board considers the training and development needs of all Directors. The Board is responsible for ensuring that resources are allocated to developing and maintaining Directors’ skills and knowledge, to ensure that the Directors have and maintain the necessary skills and knowledge required to fulfil their role on the Board effectively.

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	Recommendation	Compliance	Comment
	PRINCIPLE 3: INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1	A listed entity should articulate and disclose its values.	Compliant	The Board supports ethical and responsible decision making. Deterra’s corporate values are disclosed on our website(https://www.deterraroyalties.com/about-us/our-values/)and in our 2023 Annual Report.
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.	Compliant	Deterra has established Codes of Conduct for directors and employees that set out the standards of behaviour expected each group. The Codes of Conduct sets out Deterra’s commitment to demonstrating and promoting the highest ethical standards. The Codes of Conduct are available to access on Deterra's website at www.deterraroyalties.com/sustainability/policies-and-charters Any breach of the Code of Conduct must be communicated to the Audit and Risk Committee. Any matter which may cause significant loss to the Company or damage Deterra’s reputation or interests or involves a Senior Executive or Director must be reported to the Chair of the Audit and Risk Committee as soon as possible.
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.	Compliant	The Whistleblower Policy is available to access on Deterra’s website at www.deterraroyalties.com/sustainability/policies-and-charters Deterra encourages the reporting of any instances of suspected unethical, illegal, fraudulent or undesirable conduct involving the Company. The policy will ensure that the reporting person or persons will not be disadvantaged. Any reported incident must be communicated to the Chair of the Audit and Risk Committee.
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 thatpolicy.	Compliant	The Anti-Bribery and Corruption Policy is available to access on Deterra’s website at www.deterraroyalties.com/sustainability/policies-and-charters Deterra is committed to conducting its business and activities in accordance with applicable laws, rules and regulations with the highest of integrity. Any breaches or suspected breaches must be communicated to the Chair of the Audit and Risk Committee.

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	Recommendation	Compliance	Comment
	PRINCIPLE 4: SAFEGUARD THE INTEGRITY OF CORPORATE		REPORTS
4.1	The board of a listed entity should: (a) have an audit committee which: (i) has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and (ii) is chaired by an independent director, who is not the chair of the board, and disclose: (iii) the charter of the committee; (iv) the relevant qualifications and experience of the members of the committee; and (v) in relation to the 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.	Compliant	The Audit and Risk Committee is comprised of: • Mr Graeme Devlin (Independent, Non-Executive Director); • Ms Jennifer Seabrook (Independent, Non-Executive Director); and • Mr Jason Neal (Independent, Non-Executive Director). The Chair of the Audit and Risk Committee is Mr Graeme Devlin, who is an Independent Director. The Audit & Risk Committee Charter is available to access on Deterra’s website at www.deterraroyalties.com/sustainability/policies-and-charters The qualifications and experience of the members of the Audit and Risk Committee are outlined in the profiles of each director in the 2023 Annual Report as well as on the Deterra website. Deterra’s 2023 Annual Report sets out the meeting attendance record for this Committee.

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	Recommendation	Compliance	Comment
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.	Compliant	Deterra’s Managing Director & Chief Executive Officer and Chief Financial Officer have provided the Board with the appropriate declarations set out in Recommendation 4.2 of the ASX Recommendations in relation to the full year and half year financial reports for the reporting period.
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.	Compliant	Deterra’s Market Disclosure and Communications Policy seeks to ensure that its market disclosures are accurate, balanced and expressed in a clear and objective manner that allows investors to assess the impact of the information when making investment decisions. This Policy is available on Deterra’s website: www.deterraroyalties.com/sustainability/policies-and-charters. Under the Policy, the Company Secretary is responsible for: • referring information received from employees to disclosure officers if the information may require ASX disclosure; • overseeing and coordinating the preparation of market announcements; • approving and lodging non-material administrative ASX releases; • lodging material ASX releases in the form approved by the Board, Chief Executive Officer or Chief Financial Officer, as the case may be in accordance with the authority levels set out in the Policy.

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	Recommendation	Compliance	Comment
	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.	Compliant	The Market Disclosure and Communications Policy is available to access on Deterra’s website at www.deterraroyalties.com/sustainability/policies-and-charters The Policy sets out the key obligations of the Company’s Directors, officers, employees and consultants in relation to continuous disclosure as well as the Company’s obligations under the ASX Listing Rules. The Board is committed to promoting investor confidence by providing fullsome and timely disclosure to all security holders and key stakeholders about the Company’s activities. Investor presentations are released on the ASX Market Announcement Platform ahead of presentations, investor roadshows or analyst briefings. Continuous disclosure is discussed at all regular Board meetings.
5.2	A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.	Compliant	Deterra’s Market Disclosure and Communications Policy requires announcements to be circulated to directors for their information promptly after they have been made.
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	Compliant	Deterra’s Market Disclosure and Communications Policy requires that new and substantive investor or analyst presentations are released to the ASX Market Announcements Platform and distributed on the Company’s website ahead of the actual presentation, investor roadshow or analyst briefing.

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	Recommendation	Compliance	Comment
	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.	Compliant	The Company’s website is available to access on:www.deterraroyalties.com. The Company's website provides information on the Company including its background, objectives, assets, composition of the Board and contact details. The Corporate Governance page https://www.deterraroyalties.com/sustainability/corporate-governance/ provides access to key policies, procedures, and charters of Deterra. Key ASX announcements, reports, notices of meetings and presentations are uploaded to the website https://www.deterraroyalties.com/investors/asx-announcements/ following release to the ASX and editorial content is updated on a regular basis.
6.2	A listed entity should have an investor relations program that facilitates effective two-way communication with investors.	Compliant	Deterra has regular engagement with key shareholders. There is a dedicated investor relations section on Deterra's website(https://deterraroyalties.com/investors)and an email address (investor.relations@deterraroyalties.com) for shareholders to utilise.
6.3	A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.	Compliant	The Board encourages the attendance of shareholders at shareholders’ meetings and sets the time and place of each meeting to promote maximum attendance by shareholders. Shareholders will be able to attend the 2023 Annual General Meeting in person, or stream proceedings online. The Company will provide an opportunity for shareholders who may not be able to attend the 2023 Annual General Meeting to submit questions to the Company Secretary. The Chair will consider the submitted questions and attempt to address these at the meeting. Further information will be included in Deterra’s 2023 Notice of Annual General Meeting.
6.4	A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than bya show of hands.	Compliant	It is Deterra’s practice that all substantive resolutions at security holder meetings are decided by a poll.
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.	Compliant	Shareholders have the option of receiving their communications electronically, and the Company encourages shareholders to transition to electronic communications via its email addressinvestor@deterraroyalties.com. In addition, details of key ASX announcements, reports and presentations are uploaded to the Company's website, which is available to access at https://www.deterraroyalties.com/investors/asx-announcements/asx-2023/ Contact details for Deterra’s share registry are made available to security holders on its website and in key communications to shareholders.

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	Recommendation	Compliance	Comment
	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: (i) has at least three members, a majority of whom are independent directors; and (ii) is chaired by an independent director and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) as at the end of the 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.	Compliant	The Audit and Risk Committee is comprised of: • Mr Graeme Devlin (Independent, Non-Executive Director); • Ms Jennifer Seabrook (Independent, Non-Executive Director); and • Mr Jason Neal (Independent, Non-Executive Director). The Chair of the Audit and Risk Committee is Mr Graeme Devlin, who is an Independent Director. The Board delegates day-to-day management of risk to the Managing Director & Chief Executive Officer and Chief Financial Officer. These responsibilities include implementing and maintaining a system to enable risk to be identified, assessed and managed. The Audit and Risk Committee Charter is available to access on Deterra's website at www.deterraroyalties.com/sustainability/policies-and-charters. Deterra’s 2023 Annual Report sets out the meeting attendance record for this Committee.

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	Recommendation	Compliance	Comment
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.	Compliant	The Audit and Risk Committee is responsible for the review of Deterra’s risk management framework. During the period, the Committee reviewed and requested updates to Deterra’s Risk Management Framework to ensure that it continues to reflect the Committee’s risk appetite. The Committee regularly reviews Deterra’s risk register prepared in accordance with the Risk Management Framework and any change in risks assessed are escalated to the Board. A summary of key risks identified by the Company are included in the Annual Report 2023.
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 risk management and internal control processes.	Compliant	Deterra does not have an internal audit function. With a small office comprising only eight employees, Deterra has determined that it is not necessary to put in place an internal audit function at this stage. Deterra relies on the systems and processes described in its Anti-Bribery & Corruption Policy and its Whistleblower Policy to form internal controls, alongside Board and senior executive inquiry. The Audit & Risk Committee regularly reviews these internal controls and Deterra’s Risk Management Framework with the assistance of its external auditor.
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.	Compliant	Deterra’s key risks are outlined in the 2023 Annual Report alongside Deterra’s plan for how it manages those risks. Deterra through its Board, Audit & Risk, People & Performance and Sustainability Committees monitors its risks and controls for those risks.

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	Recommendation	Compliance	Comment
	PRINCIPLE 8: REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should: (a) have a remuneration committee which: (vi) has at least three members, a majority of whom are independent directors; and (vii) is chaired by an independent director, and disclose: (viii) the charter of the committee; (ix) the members of the committee; and (x) 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.	Compliant	The People and Performance Committee is responsible for Deterra’s remuneration framework and policies. The Committee is comprised of: • Dr Joanne Warner (Independent, Non-Executive Director); • Ms Jennifer Seabrook (Independent, Non-Executive Director); • Mr Graeme Devlin (Independent, Non-Executive Director); • Ms Adele Stratton (Non-Executive Director); and • Mr Jason Neal (Independent, Non-Executive Director). The Chair of the People and Performance Committee is Dr Joanne Warner, who is an Independent Director. The People and Performance Committee Charter is available to access on Deterra's website www.deterraroyalties.com/sustainability/policies-and-charters Deterra’s 2023 Annual Report sets out the meeting attendance record for this Committee.

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	Recommendation	Compliance	Comment
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.	Compliant	Deterra’s Nomination and Governance Committee Charter sets out a framework for oversight of remuneration of non-executive directors. Deterra’s People and Performance Committee Charter sets out a framework for oversight of remuneration of executive directors and other senior executives. Further detail on the policies and practices regarding the remuneration of Non-Executive Directors, Executive Directors and other Senior Executives is set out in the 2023 Remuneration Report.
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 summary of it.	Compliant	Deterra has a Securities Dealing Policy which is available on its website www.deterraroyalties.com/sustainability/policies-and-charters The Policy provides that employees must not hedge Deterra securities (or enter into any other arrangements that operate to limit the economic risk associated with holding those securities) where those securities: • were acquired under an employee, executive or director equity plan operated by the Company prior to vesting; or • are subject to a holding lock or restriction on dealing under the terms of an employee, executive or director equity plan operated by the Company.

17

2023 Corporate Governance Statement

Appendix A - Board skills and experience summary

Skills/Experience
Strategy & portfolio development	Experience in developing and overseeing implementation of successful strategy and monitoring performance against strategic objectives. Experience managing, directing or advising on mergers and acquisitions, divestment orportfolio optimisation
Resources industry	Experience in royalties, mining (e.g. geology, operations, project development, investment evaluation)
Capital markets	Experience working in, or with, debt and equity capital markets to deliver funding solutions
Risk management	Experience in identifying, monitoring and managing financial and non-financial risk including ESG risks and working with and applying risk management frameworks
Financial management	Experience of, or qualifications in, financial accounting, reporting and forecasting, and internal financial controls
People and remuneration	Experience in overseeing workplace culture, people management, development and succession planning and setting reward/recognition frameworks

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18

Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

DETERRA ROYALTIES LIMITED

ABN/ARBN 88 641 743 348	Financial year ended:
88 641 743 348	30 JUNE 2023

Our corporate governance statement[1] for the period above can be found at:[2]

These pages of our ☐ annual report: This URL on our www.deterraroyalties.com/sustainability/corporate-governance ☒ website:

The Corporate Governance Statement is accurate and up to date as at 14 August 2023 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.[3]

Date: 14 August 2023

Name of authorised officer Bronwyn Kerr, Company Secretary authorising lodgement:

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.

2 Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.

3 Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection. See notes 4 and 5 below for further instructions on how to complete this form.

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

Page 1

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

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Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should have and disclose a board charter setting ☒ ☐ set out in our Corporate Governance Statement OR
out:
and we have disclosed a copy of our board charter at: ☐ we are an externally managed entity and this recommendation
(a) the respective roles and responsibilities of its board and https://www.deterraroyalties.com/sustainability/policies-and- is therefore not applicable
management; and charters/
(b) those matters expressly reserved to the board and those
delegated to management.
1.2 A listed entity should: ☒ ☐ set out in our Corporate Governance Statement OR
(a) undertake appropriate checks before appointing a director or ☐ we are an externally managed entity and this recommendation
senior executive or putting someone forward for election as is therefore not applicable
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.
1.3 A listed entity should have a written agreement with each director ☒ ☐ set out in our Corporate Governance Statement OR
and senior executive setting out the terms of their appointment. ☐ 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 ☒ ☐ set out in our Corporate Governance Statement OR
directly to the board, through the chair, on all matters to do with ☐ we are an externally managed entity and this recommendation
the proper functioning of the board.
is therefore not applicable
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4 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/”).

5 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.

Page 2

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

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Where a box below is ticked,4we have followed the recommendation in full for the whole 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:5	Corporate Governance Council recommendation Where a box below is ticked,4we have followed the recommendation in full for the whole 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:5	Corporate Governance Council recommendation Where a box below is ticked,4we have followed the recommendation in full for the whole 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:5	Corporate Governance Council recommendation Where a box below is ticked,4we have followed the recommendation in full for the whole 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:5
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. ☒ and we have disclosed a copy of our diversity policy at: www.deterraroyalties.com/sustainability/policies-and-charters and we have disclosed the information referred to in paragraph (c) at: Corporate Governance Statement 2023 located at www.deterraroyalties.com/sustainability/corporate-governance and if we were included in the S&P / ASX 300 Index at the commencement of the reporting period our measurable objective for achieving gender diversity in the composition of its board of not less than 30% of its directors of each gender within a specified period. ☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
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.	☒ and we have disclosed the evaluation process referred to in paragraph (a) at: Nomination & Governance Committee Charter on our website at www.deterraroyalties.com/sustainability/policies-and-charters and whether a performance evaluation was undertaken for the reporting period in accordance with that process in the Corporate Governance Statement 2023 on our website at www.deterraroyalties.com/sustainability/corporate-governance.	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

Page 3

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

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

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Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
1.7 A listed entity should: ☒ ☐ set out in our Corporate Governance Statement OR
(a) have and disclose a process for evaluating the performance and we have disclosed the evaluation process referred to in ☐ we are an externally managed entity and this recommendation
of its senior executives at least once every reporting period; paragraph (a) at: is therefore not applicable
and
(b) disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that People & Performance Committee Charter located at
www.deterraroyalties.com/sustainability/policies-and-charters
process during or in respect of that period.
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process in the Corporate
Governance Statement 2023 and the Remuneration Report 2023
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Page 4

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

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Where a box below is ticked,4we have followed the recommendation in full for the whole 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:5	Corporate Governance Council recommendation Where a box below is ticked,4we have followed the recommendation in full for the whole 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:5	Corporate Governance Council recommendation Where a box below is ticked,4we have followed the recommendation in full for the whole 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:5	Corporate Governance Council recommendation Where a box below is ticked,4we have followed the recommendation in full for the whole 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:5
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. ☒ and we have disclosed a copy of the charter of the committee at: Nominations and Governance Committee Charter, located at: www.deterraroyalties.com/sustainability/policies-and-charters and the information referred to in paragraphs (4) and (5) at the 2023 Annual Report. ☐ 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 in the Corporate Governance Statement 2023. ☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
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 Annual Report 2023 and our Corporate Governance Statement 2023 and, where applicable, the information referred to in paragraph (b) in our Corporate Governance Statement 2023.	☐ set out in our Corporate Governance Statement

Page 5

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

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

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Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
2.4 A majority of the board of a listed entity should be independent ☒ ☐ set out in our Corporate Governance Statement OR
directors.
☐ 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 ☒ ☐ set out in our Corporate Governance Statement OR
independent director and, in particular, should not be the same ☐ we are an externally managed entity and this recommendation
person as the CEO of the entity.
is therefore not applicable
2.6 A listed entity should have a program for inducting new ☒ ☐ set out in our Corporate Governance Statement OR
directors and for periodically reviewing whether there is a need ☐ we are an externally managed entity and this recommendation
for existing directors to undertake professional development to
is therefore not applicable
maintain the skills and knowledge needed to perform their role
as directors effectively.
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1 A listed entity should articulate and disclose its values. ☒ ☐ set out in our Corporate Governance Statement
and we have disclosed our values at:
our website at https://www.deterraroyalties.com/about-us/our-values/
and in our Annual Report 2023
3.2 A listed entity should: ☒ ☐ set out in our Corporate Governance Statement
(a) have and disclose a code of conduct for its directors, and we have disclosed our code of conduct at our website at:
senior executives and employees; and
www.deterraroyalties.com/sustainability/policies-and-charters
(b) ensure that the board or a committee of the board is
informed of any material breaches of that code.
3.3 A listed entity should: ☒ ☐ set out in our Corporate Governance Statement
(a) have and disclose a whistleblower policy; and
and we have disclosed our whistleblower policy at:
(b) ensure that the board or a committee of the board is
www.deterraroyalties.com/sustainability/policies-and-charters
informed of any material incidents reported under that
policy.
3.4 A listed entity should: ☒ ☐ set out in our Corporate Governance Statement
(a) have and disclose an anti-bribery and corruption policy;
and we have disclosed our anti-bribery and corruption policy at:
and
www.deterraroyalties.com/sustainability/policies-and-charters
(b) ensure that the board or committee of the board is
informed of any material breaches of that policy.
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Page 6

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

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

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Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1 The board of a listed entity should: ☒ ☐ set out in our Corporate Governance Statement
(a) have an audit committee which:
and we have disclosed a copy of the charter of the committee at:
(1) has at least three members, all of whom are non-
www.deterraroyalties.com/sustainability/policies-and-charters
executive directors and a majority of whom are
and the information referred to in paragraphs (4) and (5) in our:
independent directors; and
Annual Report 2023.
(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.
4.2 The board of a listed entity should, before it approves the ☒ ☐ set out in our Corporate Governance Statement
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.
4.3 A listed entity should disclose its process to verify the integrity ☒ ☐ set out in our Corporate Governance Statement
of any periodic corporate report it releases to the market that is
not audited or reviewed by an external auditor.
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Page 7

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

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

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Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should have and disclose a written policy for ☒ ☐ set out in our Corporate Governance Statement
complying with its continuous disclosure obligations under
and we have disclosed our continuous disclosure compliance policy
listing rule 3.1.
at our website at www.deterraroyalties.com.au/sustainability/policies-
and-charters
5.2 A listed entity should ensure that its board receives copies of all ☒ ☐ set out in our Corporate Governance Statement
material market announcements promptly after they have been
made.
5.3 A listed entity that gives a new and substantive investor or ☒ ☐ set out in our Corporate Governance Statement
analyst presentation should release a copy of the presentation
materials on the ASX Market Announcements Platform ahead
of the presentation.
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about itself and its ☒ ☐ set out in our Corporate Governance Statement
governance to investors via its website.
and we have disclosed information about us and our governance on
our website at:
www.deterraroyalties.com/sustainability/corporate-governance
6.2 A listed entity should have an investor relations program that ☒ ☐ set out in our Corporate Governance Statement
facilitates effective two-way communication with investors.
6.3 A listed entity should disclose how it facilitates and encourages ☒ ☐ set out in our Corporate Governance Statement
participation at meetings of security holders.
and we have disclosed how we facilitate and encourage participation
at meetings of security holders at our Corporate Governance
Statement 2023
6.4 A listed entity should ensure that all substantive resolutions at a ☒ ☐ set out in our Corporate Governance Statement
meeting of security holders are decided by a poll rather than by
a show of hands.
6.5 A listed entity should give security holders the option to receive ☒ ☐ set out in our Corporate Governance Statement
communications from, and send communications to, the entity
and its security registry electronically.
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Page 8

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

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole 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:5	Where a box below is ticked,4we have followed the recommendation in full for the whole 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:5
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.			☒ and we have disclosed a copy of the charter of the committee at: www.deterraroyalties.com/sustainability/policies-and-charters and the information referred to in paragraphs (4) and (5) at our 2023 Annual Report. ☐ 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 at our Corporate Governance Statement 2023 ☐ set out in our Corporate Governance Statement
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.		☒ 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 in our Corporate Governance Statement 2023.	☐ set out in our Corporate Governance Statement

Page 9

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

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

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Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
7.4 A listed entity should disclose whether it has any material ☒ ☐ set out in our Corporate Governance Statement
exposure to environmental or social risks and, if it does, how it
and we have disclosed whether we have any material exposure to
manages or intends to manage those risks.
environmental and social risks at our Annual Report 2023
and, if we do, how we manage or intend to manage those risks at
our Annual Report 2023.
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Page 10

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

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

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Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1 The board of a listed entity should: ☒ ☐ set out in our Corporate Governance Statement OR
(a) have a remuneration committee which: and we have disclosed a copy of the charter of the committee at: ☐ we are an externally managed entity and this recommendation
(1) has at least three members, a majority of whom are www.deterraroyalties.com/sustainability/policies-and-charters is therefore not applicable
independent directors; and
(2) is chaired by an independent director,
and the information referred to in paragraphs (4) and (5) in our
and disclose:
Annual Report 2023.
(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.
8.2 A listed entity should separately disclose its policies and ☒ ☐ set out in our Corporate Governance Statement OR
practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior and we have disclosed separately our remuneration policies and ☐ we are an externally managed entity and this recommendation
executives. practices regarding the remuneration of non-executive directors and is therefore not applicable
the remuneration of executive directors and other senior executives
in our Remuneration Report 2023
8.3 A listed entity which has an equity-based remuneration scheme ☒ ☐ set out in our Corporate Governance Statement OR
should:
and we have disclosed our policy on this issue or a summary of it ☐ we do not have an equity-based remuneration scheme and
(a) have a policy on whether participants are permitted to www.deterraroyalties.com/sustainability/policies-and-charters this recommendation is therefore not applicable OR
enter into transactions (whether through the use of
(see Securities Dealing Policy) ☐ we are an externally managed entity and this recommendation
derivatives or otherwise) which limit the economic risk of
is therefore not applicable
participating in the scheme; and
(b) disclose that policy or a summary of it.
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ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Where a box below is ticked,4we have followed the recommendation in full for the whole 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:5	Corporate Governance Council recommendation Where a box below is ticked,4we have followed the recommendation in full for the whole 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:5	Corporate Governance Council recommendation Where a box below is ticked,4we have followed the recommendation in full for the whole 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:5	Corporate Governance Council recommendation Where a box below is ticked,4we have followed the recommendation in full for the whole 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:5
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 applicable OR ☐ 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 applicable OR ☐ 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
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

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

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Where a box below is ticked,4we have followed the recommendation in full for the whole 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:5	Corporate Governance Council recommendation Where a box below is ticked,4we have followed the recommendation in full for the whole 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:5	Corporate Governance Council recommendation Where a box below is ticked,4we have followed the recommendation in full for the whole 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:5	Corporate Governance Council recommendation Where a box below is ticked,4we have followed the recommendation in full for the whole 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:5
-	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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ASX Listing Rules Appendix 4G (current at 17/7/2020)