RAGUSA MINERALS LTD — Governance Information 2021

Sep 27, 2021

RAGUSA MINERALS LIMITED ACN 143 194 165

(COMPANY)

CORPORATE GOVERNANCE STATEMENT

This Corporate Governance Statement is current as at 28 September 2021 and has been approved by the Board of the Company on that date.

This Corporate Governance Statement discloses the extent to which the Company has followed the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations (4[th ] edition) ( Recommendations ). The Recommendations are not mandatory, however the Recommendations that have not been followed for any part of the reporting period have been identified and reasons provided for not following them along with what (if any) alternative governance practices were adopted in lieu of the recommendation during that period.

The Company has adopted a Corporate Governance Pack which provides the written terms of reference for the Company’s corporate governance duties.

Due to the current size and nature of the existing Board and the magnitude of the Company’s operations, the Board does not consider that the Company will gain any benefit from individual Board committees and that its resources would be better utilised in other areas as the Board is of the strong view that at this stage the experience and skill set of the current Board is sufficient to perform these roles. Under the Company’s Board Charter, the duties that would ordinarily be assigned to individual committees are currently carried out by the full Board under the written terms of reference for those committees.

The Company’s corporate governance policies and procedures are available on the Company’s website at https://www.ragusaminerals.com.au/corporate-governance/.

RECOMMENDATION	RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1	A listed entity should have and disclose a board	Yes	The Company has adopted a Board Charter (which forms part of the Corporate Governance Pack
	charter setting out:		that is available on the website of the Company) that sets out the specific roles and
	(a) the respective roles and responsibilities of		responsibilities of the Board, the Chair and management and includes a description of those
	its board and management; and		matters expressly reserved to the Board and those delegated to management.
	(b) those matters expressly reserved to the		The Board Charter sets out the specific responsibilities of the Board, requirements as to the
	board and those delegated to		Board’s composition, the conduct of Board meetings, the roles and responsibilities of the
	management.		Chairman, the CEO/Managing Director (if any) and the Company Secretary, the establishment,
			operation and management of Board Committees, Directors’ access to Company records and
			information, details of the Board’s relationship with management, details of the Board’s
			performance review and details of the Board’s disclosure policy.

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RECOMMENDATION	RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
Recommendation 1.2	A listed entity should:	Yes	(a) The Company has guidelines for the appointment and selection of the Board in its
	(a) undertake appropriate checks before		Corporate Governance Pack. The Company’s Board Charter and the Remuneration and
	appointing a director or senior executive or		Nomination Committee Charter (both contained in the Company’s Corporate Governance
	putting someone forward for election as a		Pack) requires appropriate checks are undertaken before appointing a person, or putting
	director; and		forward to security holders a candidate for election, as a Director. The Board Charter
	(b) provide security holders with all material		further provides that prospective Directors will be requested to provide the Company with
			a consent to undertaking background and other checks.
	information in its possession relevant to a
			(b) Under the Board Charter, all material information relevant to a decision on whether or not
	decision on whether or not to elect or re-
	elect a director.		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.
Recommendation 1.3	A listed entity should have a written agreement	Yes	The Company has entered into written agreements with each of its Directors that set out the
	with each director and senior executive setting		terms of their appointment. The Company does not have any senior executive(s).
	out the terms of their appointment.
Recommendation 1.4	The company secretary of a listed entity should	Yes	The Board Charter outlines the roles, responsibility and accountability of the Company Secretary.
	be accountable directly to the board, through		In accordance with this, the Company Secretary is accountable directly to the Board, through
	the chair, on all matters to do with the proper		the Chair, on all matters to do with the proper functioning of the Board.
	functioning of the board.
Recommendation 1.5	A listed entity should:	Partially	(a) The Company has adopted a diversity policy (which forms part of the Corporate
	(a) have and disclose a diversity policy;		Governance Pack that is available on the website of the Company) which provides the
	(b) through its board or a committee of the		framework for the Company to establish and achieve diversity objectives, including in
			respect of gender diversity. The diversity policy includes the Board setting measurable
	board set measurable objectives for
			diversity objectives, if considered appropriate, and to assess annually both the objectives
	achieving gender diversity in the
			(if any have been set) and the Company’s progress towards achieving its diversity
	composition of its board, senior executives
			objectives. The diversity policy is contained within the Company’s corporate governance
	and workforce generally; and
			pack.
	(c) disclose in relation to each reporting
	period:
			(b) The Board did not set measurable diversity objectives for the current reporting period
	(1) the measurable objectives set for that
			because, in the view of the Board, the size and scale of the operations of the Company are
	period to achieve gender diversity;		such that it is not anticipated that the Company will engage additional staff, or replace its
	(2) the entity’s progress towards		existing staff (comprised of the Board) in the short term, in such a manner that will allow it
			to achieve any measurable objectives set. If, in future, it became necessary for the

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RECOMMENDATION	RECOMMENDATION	RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
		achieving those objectives; and		Company to appoint additional staff (including Directors and senior executives), the Board
		(3) either:		considers the application of a measurable gender diversity objective requiring a specified
		(A) the respective proportions of		proportion of women on the Board and in senior executive roles will, given the small size
				of the Company and its operations, unduly limit the Company from applying the diversity
		men and women on the board, in
				policy as a whole and the Company’s policy of appointing personnel on the basis of skills
		senior executive positions and
				and merit.
		across the whole workforce
				(c) As noted above, the Company has not set any measurable objectives for achieving gender
		(including how the entity has
				diversity in the current reporting period. The Company has 33% female Board
		defined “senior executive” for
				representation and the Company does not have any current senior executives. The
		these purposes); or
				Company Secretary is female, Melanie Ross.
		(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
		eachgender within a specifiedperiod.
Recommendation 1.6		A listed entity should:	No	The Board Charter sets out that the Board will adopt a process for evaluating the Board, its
		(a) have and disclose a process for periodically		committees and individual Directors, however as at the date of this Statement no such formal
		evaluating the performance of the board,		evaluation process has been adopted. It is proposed that such a process will be adopted by the
		its committees and individual directors;		Company prior to the end of the reporting period and that performance evaluations will be
		and		conducted in this reporting period in accordance with the Board Charter.
		(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.
Recommendation 1.7		A listed entity should:	No	The Company does not have any senior executives. Notwithstanding this position, the
		(a) have and disclose a process for evaluating		performance of senior executives shall be monitored and evaluation by the Board having regard
		the performance of its senior executives at		to the strategies and budgets of the Company as set out by the Board. If the Company appoints
		least once every reporting period; and		a senior executive prior to the end of the reporting period, it would be proposed that that
		(b) disclose for each reporting period whether		performance evaluations of the senior executive will be conducted in this reporting period in
				accordance with the Board Charter.
		a performance evaluation has been
		undertaken in accordance with that
		process during or in respect of that
		period.

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RECOMMENDATION	RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
Principle 2: Structure the Board to add value
Recommendation 2.1	The board of a listed entity should:	No	The Company does not have a Nomination Committee as the Board does not consider the
	(a) have a nomination committee which:		Company would benefit from its establishment. In accordance with the Company’s
	(1) has at least three members, a majority		Remuneration and Nomination Committee Charter, the Board carries out the duties that would
			ordinarily be carried out by the Remuneration and Nomination Committee under the
	of whom are independent directors;
			Remuneration and Nomination Committee Charter, which contains processes to address
	and
			succession issues and to ensure that the Board has the appropriate balance of skills, knowledge,
	(2) is chaired by an independent director,
			experience, independence and diversity to enable it to discharge its duties and responsibilities
	and disclose:		effectively.
	(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.
Recommendation 2.2	A listed entity should have and disclose a board	No	The Company does not comply with this recommendation.
	skills matrix setting out the mix of skills that the
	board currently has or is looking to achieve in its		Although the Company seeks to employ directors with a broad range of skills and experience, a
	membership.		formal skills matrix for directors (both existing and future proposed) has not been adopted.
			The Company will seek to adopt a board skills matrix as part of its corporate governance
			update in the coming months.
			The board skills matrix will be released on the website of the Company following adoption.
Recommendation 2.3	A listed entity should disclose:	Yes	Olaf Sven Frederickson is currently considered to be an independent Director.

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RECOMMENDATION	RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
	(a) the names of the directors considered by
	the board to be independent directors;		The Chairman, Jerko Peter Zuvela, and Non-Executive Director Melanie Ross are not considered
	(b) if a director has an interest, position,
			to be independent by the Board.
	affiliation or relationship of the type		The length of service of Directors is set out in each annual report of the Company.
	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.
Recommendation 2.4	A majority of the board of a listed entity	No	The Company does not comply with this recommendation as one third of the Board is considered
	should be independent directors.		to be independent.
Recommendation 2.5	The chair of the board of a listed entity should	No	The Company does not complies with this recommendation following the appointment of Mr
	be an independent director and, in particular,		Zuvela as a Director and Chair. The Company has not appointed a CEO for the Company at this
	should not be the same person as the CEO of the		time. In the short to medium term, given the size of the Company, the Board does not consider
	entity.		it necessary to appoint an independent chair. The Company will periodically review this position
			and may, in the future, seek to appoint an independent chair where it deems such appointment
			appropriate given the size and stage of development of the Company.
Recommendation 2.6	A listed entity should have a program for	Yes	The Board Charter sets out an extensive induction process for new Directors which are to be
	inducting new directors and for periodically		facilitated by the Company Secretary.
	reviewing whether there is a need for existing		The Board Charter sets out a commitment to the professional development of the Directors
	directors to undertake professional
			including a review of whether there is a need for professional development for Directors to
	development to maintain the skills and
			perform their role effectively, including a process for approval of any courses sought to be
	knowledge needed to perform their role as
			completed by Directors for this purpose.
	directors effectively.

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RECOMMENDATION	RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
Principle 3: Act ethically and responsibly
Recommendation 3.1	A listed entity should articulate and disclose its	Yes	The Company has adopted a statement of values which is available on its website.
	values.
Recommendation 3.2	A listed entity should:	Yes	(a) The Company’s Code of Conduct applies to the Company’s Directors, senior executives
	(a) have and disclose a code of conduct for its		and employees that is available on its website.
			(b) The Code of Conduct provides for breaches being reported to the Company Secretary
	directors, senior executives and
	employees; and		who shall report such breaches directly to the Board.
	(b) ensure that the board or a committee of
	the board is informed of any material
	breaches of that code.
Recommendation 3.3	A listed entity should:	Yes	(a) The Company has adopted a whistleblower policy that is available on its website.
	(a) have and disclose a whistleblower policy;		(b) Breaches of the whistleblower policy are to be reported to the Company secretary who
	and
			shall be responsible, subject to compliance with the terms of the whistleblower policy, for
	(b) ensure that the board or a committee of
			reporting the breach directly to the Board.
	the board is informed of any material
	incidents reported under that policy.
Recommendation 3.4	A listed entity should:	Yes	(a) The Company has adopted an anti-bribery and corruption policy that forms part of the
	(a) have and disclose an anti-bribery and		Corporate Governance Pack that is available on the website of the Company.
	corruption policy; and		(b) Breaches of the anti-bribery and corruption policy are to be reported to the Company
	(b) ensure that the board or committee of the
			secretary who shall be responsible for reporting the breach directly to the Board.
	board is informed of any material breaches
	of that policy.
	Principle 4: Safeguard the		integrity of Corporate Reports
Recommendation 4.1	The board of a listed entity should:	No	The Company does not have an Audit and Risk Committee as the Board does not consider that
	(a) have an audit committee which:		the Company would benefit from its establishment, and does not currently have one. The Board
	(1) has at least three members, all of		carries out the duties that would ordinarily be carried out by the Audit and Risk Committee under
	whom are non-executive directors		the Audit and Risk Committee Charter including the following processes to independently verify
	and a majority of whom are		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
	independent directors; and
	(2) is chaired by an independent director,		partner:
	who is not the chair of the board,
			(a) the Board devotes time at annual Board meetings to fulfilling the roles and
	and disclose:
			responsibilities associated with maintaining the arrangements with external auditors; and

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RECOMMENDATION	RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
	(3) the charter of the committee;		(b) all members of the Board are involved in the Company’s audit function to ensure the proper
	(4) the relevant qualifications and		maintenance of the entity and the integrity of all financial reporting. All corporate reports
	experience of the members of the		are required to be signed off on by the entire Board.
	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.
Recommendation 4.2	The board of a listed entity should, before it	Yes	The Company’s Audit and Risk Committee Charter requires the CEO and CFO (or, if none, the
	approves the entity’s financial statements for a		person(s) fulfilling those functions) to provide a sign off on these terms.
	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.
Recommendation 4.3	A listed entity should disclose its process to	Yes	Periodic financial or other reports released in or for a particular financial period which are not
			audited or reviewed by the external auditor are to be peer-reviewed internally and signed off on
	verify the integrity of any periodic corporate
			by the CFO (or the person(s) fulfilling that role, if any) and the Board prior to release (including
	report it releases to the market that is not
			release as an announcement to ASX).
	audited or reviewed by an external auditor.

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RECOMMENDATION	RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
	Principle 5: Make Timely and Balanced Disclosure
Recommendation 5.1	A listed entity should have and disclose a written	Yes	The Company has adopted a Communication and Disclosure Policy that contains its policy for
	policy for complying with its continuous		complying with its continuous disclosure obligations under listing rule 3.1. The Communication
	disclosure obligations under listing rule 3.1.		and Disclosure Policy forms part of the Corporate Governance Pack that is available on the
			website of the Company.
Recommendation 5.2	A listed entity should ensure that its board	Yes	The Company Secretary circulates all market announcements to the Board immediately prior to,
	receives copies of all material market		or shortly after, release to ASX in accordance with the Board Charter and the Communication
	announcements promptly after they have been		and Disclosure Policy.
	made.
Recommendation 5.3	A listed entity that gives a new and substantive	Yes	The Company Secretary is responsible for releasing presentation materials to ASX ahead of the
	investor or analyst presentation should release a		presentation occurring.
	copy of the presentation materials on the ASX
	Market Announcements Platform ahead of the
	presentation.
	Principle 6: Respect the Rights of Security Holders
Recommendation 6.1	A listed entity should provide information about	Yes	The corporate governance policies and procedures, including the periodic corporate
	itself and its governance to investors via its		governance statements, are available on the website of the Company.
	website.
Recommendation 6.2	A listed entity should have an investor relations	Yes	The Communication and Disclosure Policy sets out the investor relations program of the
	program that facilitates effective two-way		Company that is proposed to facilitate effect two-way communication with investors.
	communication with investors.
Recommendation 6.3	A listed entity should disclose how it facilitates	Yes	The Board Charter sets out how shareholders are encouraged to participate in meetings. The
	and encourages participation at meetings of		Communication and Disclosure Policy also provides for shareholder meetings being structure to
	security holders.		provide effective communication to shareholders and allow the reasonable opportunity for
			shareholder participation, including to ask questions (including of the external auditor at the
			AGM).
Recommendation 6.4	A listed entity should ensure that all substantive	Yes	As set out in the Board Charter, all substantive resolutions are to be determined by way of a
	resolutions at a meeting of security holders are		poll rather than by a show of hands.
	decided by a poll rather than by a show of hands.
Recommendation 6.5	A listed entity should give security holders the	Yes	As set out in the Communication and Disclosure Policy, shareholders are given the option to
	option to receive communications from, and		send and receive communications from the Company and its registry by electronic means.
	send communications to, the entity and its
	securityregistryelectronically.

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RECOMMENDATION	RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
	Principle 7: Recognise and Manage Risk
Recommendation 7.1	The board of a listed entity should:	No	The Company does not have an Audit and Risk Committee as the Board did not consider the
	(a) have a committee or committees to		Company would benefit from its establishment, and does not currently have one. The Board
	oversee risk, each of which:		carries out the duties that would ordinarily be carried out by the Audit and Risk Committee under
	(1) has at least three members, a majority		the Audit and Risk Committee Charter including the Board devoting time at all Board meetings
			to fulfilling the roles and responsibilities associated with overseeing risk and maintaining the
	of whom are independent directors;
			entity’s risk management framework and associated internal compliance and control
	and
			procedures.
	(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.
Recommendation 7.2	The board or a committee of the board should:	Partially	(a) The Audit and Risk Committee Charter requires that the Audit and Risk Committee (or, in
	(a) review the entity’s risk management		its absence, the Board) should, at least annually, satisfy itself that the Company’s risk
	framework at least annually to satisfy itself		management framework continues to be sound and that the Company is operating with
	that it continues to be sound and that the		due regard to the risk appetite set by the Board.
	entity is operating with due regard to the		(b) As at this stage of the reporting period, the Board has not reviewed the Company’s risk
	risk appetite set by the board; and
			management framework, however such a review will be undertaken during this reporting
	(b) disclose, in relation to each reporting
			period.
	period, whether such a review has taken
	place.
Recommendation 7.3	A listed entity should disclose:	Yes	The Company does not have an internal audit function. The Company employed the following
	(a) if it has an internal audit function, how the		process for evaluating and continually improving the effectiveness of its risk management and
	function is structured and what role it		internal control processes:

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RECOMMENDATION	RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
	performs; or		(a) the Board monitors the need for an internal audit function having regard to the size,
	(b) if it does not have an internal audit function,		location and complexity of the Company’s operations;
	that fact and the processes it employs for
			(b) the Board periodically undertakes an internal review of financial systems and processes
	evaluating and continually improving the
			where systems are considered to require improvement these systems are developed; and
	effectiveness of its governance, risk
	management and internal control
			(c) The Board reviews risk management and internal compliance procedures at each Board
	processes.
			meeting and monitors the quality of the accounting function.
Recommendation 7.4	A listed entity should disclose whether it has any	Yes	The Audit and Risk Committee Charter requires the Audit and Risk Committee (or, in its absence,
	material exposure to environmental or social		the Board) to assist management determine whether the Company has any material exposure
	risks and, if it does, how it manages or intends to		to environmental and social risks and, if it does, how it manages or intends to manage those
	manage those risks.		risks.
			The Company’s Corporate Governance Charter requires the Company to disclose whether it has
			any material exposure to environmental and social risks and, if it does, how it manages or
			intends to manage those risks. The Company will disclose this information in its Annual Report
			for this reporting period as part of its continuous disclosure obligations.
Principle 8: Remunerate Fairly and Responsibly
Recommendation 8.1	The board of a listed entity should:	No	The Company does not have a Remuneration and Nomination Committee as the Board did not
	(a) have a remuneration committee which:		consider the Company would benefit from its establishment, and does not currently have one.
	(1) has at least three members, a majority		In accordance with the Company’s Corporate Governance Charter, the Board carries out the
			duties that would ordinarily be carried out by the Remuneration and Nomination Committee
	of whom are independent directors;
			under the Remuneration and Nomination Committee Charter. The Board devotes time at least
	and
			annually at a Board meeting to assess the level and composition of remuneration for Directors
	(2) is chaired by an independent director,
			and senior executives to ensure remuneration is appropriate and not excessive.
	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

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RECOMMENDATION	RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
	ensuring that such remuneration is
	appropriate and not excessive.
Recommendation 8.2	A listed entity should separately disclose its	Yes	The Company’s Corporate Governance Pack requires the Board to separately disclose its policies
	policies and practices regarding the		and practices regarding the remuneration of non-executive Directors and the remuneration of
	remuneration of non-executive directors and		executive Directors and senior executives. This information is contained within the
	the remuneration of executive directors and		Remuneration Report of the Annual Report.
	other senior executives.
Recommendation 8.3	A listed entity which has an equity-based	No	The Company does not have an equity based remuneration scheme, however the Company’s
	remuneration scheme should:		Corporate Governance Pack (notably the Remuneration and Nomination Committee Charter)
	(a) have a policy on whether participants are		provide for guiding principles if the Company were to adopt such a scheme.
	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.

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