ST BARBARA LIMITED — Governance Information 2021

Sep 16, 2021

17 September 2021

2021 Appendix 4G and Corporate Governance Statement

St Barbara Limited (St Barbara) submits the attached 2021 Appendix 4G and Corporate Governance Statement in accordance with ASX Listing Rules 4.7.3, 4.7.4 and 4.10.3, which reference the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations.

St Barbara has reported against and has consistently complied with the 4th edition of the Corporate Governance Principles and Recommendations published in February 2019.

The Corporate Governance Statement complements, and should be read in conjunction with, information contained in the Company's corresponding Annual Report and Sustainability Report, both released today and are available at www.stbarbara.com.au.

For more information

Investor Relations	Media Relations
Mr Chris MaitlandHead of Investor Relations	Mr Ben WilsonGRACosway
T +61 3 8660 1914	T +61 407 966 083

Authorised by

Board of Directors

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity St Barbara Limited ABN/ARBN Financial year ended: 36 009 165 066 30 June 2021 Our corporate governance statement1 for the period above can be found at:2

• ☐ These pages of our annual report:
• ☒ This URL on our website:

https://stbarbara.com.au/about-us/governance/

The Corporate Governance Statement is accurate and up to date as at 25 August 2021 and has been approved by the board.

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

Date:	17 September 2021
Name of authorised officer	Sarah Standish
authorising lodgement:	General Counsel and Company Secretary

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

See notes 4 and 5 below for further instructions on how to complete this form.

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.

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons 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 settingout:(a)the respective roles and responsibilities of its board andmanagement; and(b)those matters expressly reserved to the board and thosedelegated to management.	☒and we have disclosed a copy of our board charterat:https://stbarbara.com.au/wp-content/uploads/2019/04/St-BarbaraBoard-Charter.pdf	☐set outin our Corporate Governance Statement OR☐we arean externally managed entity and this recommendationis therefore not applicable
1.2	A listed entity should:(a)undertake appropriate checks before appointing a director orsenior executive or putting someone forward for election asa director; and(b)provide security holders with all material information in itspossession relevant to a decision on whether or not to elector re-elect a director.	☒	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
1.3	A listed entity should have a written agreement with each directorand senior executive setting out the terms of their appointment.	☒	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
1.4	The company secretary of a listed entity should be accountabledirectly to the board, through the chair, on all matters to do withthe proper functioning of the board.	☒	☐set outin our Corporate GovernanceStatement OR☐weare an externally managed entity and this recommendationis therefore not applicable

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.

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Our5reasons for not doing so are:
1.5	A listed entity should:(a)have and disclose a diversity policy;(b)through its board or a committee of the boardsetmeasurable objectives for achieving gender diversity in thecomposition of its board, senior executives and workforcegenerally;and(c)disclosein relation to each reporting period:(1)the measurable objectives set forthat period toachievegender diversity;(2)the entity's progress towards achieving thoseobjectives;and(3)either:(A)the respective proportions of men and womenon the board, in senior executive positions andacross the whole workforce (including how theentity has defined "senior executive" for thesepurposes); or(B)if the entity is a "relevant employer" under theWorkplace Gender Equality Act, the entity'smost recent "Gender Equality Indicators", asdefined in and published under that Act.If the entity was in the S&P/ASX 300 Index at thecommencement of the reporting period, the measurable objectivefor achieving gender diversity in the composition of its boardshould be to have not less than 30% of its directors of eachgender within a specified period.	☒and we have disclosed a copy of our diversity policy at:https://stbarbara.com.au/wp-content/uploads/2021/02/Diversity-andInclusion-Policy.pdfand we have disclosed the information referred to in paragraph (c) at:Section 5.10of the Corporate Governance Statementand if we were included in the S&P/ASX 300 Index at thecommencement of the reporting period our measurable objective forachieving gender diversity in the composition of its board of not lessthan 30% of its directors of each gender within a specified period.	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
1.6	A listed entity should:(a)have and disclose a process for periodically evaluating theperformance of the board, its committees and individualdirectors; and(b)disclosefor each reporting period whether aperformanceevaluation has been undertakenin accordance with thatprocessduring or in respect of that period.	☒and we have disclosed the evaluationprocess referred to in paragraph(a) at: Section 2.10 of the Corporate Governance Statementand whether a performance evaluation was undertaken for thereporting period in accordance with that process at:Section 2.10 ofthe Corporate Governance Statement	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
1.7	A listed entity should:(a)have and disclose a process for evaluating the performanceof its senior executivesat least once every reporting period;and(b)disclosefor each reporting period whether a performanceevaluation has been undertakenin accordance with thatprocessduring or in respect of that period.	☒and we have disclosed the evaluationprocess referred to inparagraph (a) at:Section 2.10of the Corporate GovernanceStatementand whether a performance evaluation was undertaken for thereporting period in accordance with that process at:Section 2.10 ofthe Corporate Governance Statement	☐set outin our Corporate Governance Statement OR☐we are an externally managed entityand this recommendationis therefore not applicable
	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 areindependent 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 numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; or(b)if it does not have a nomination committee, disclose thatfact and the processes it employs to address boardsuccession issues and to ensure that the board has theappropriate balance of skills, knowledge, experience,independence and diversity to enable it to discharge itsduties and responsibilities effectively.	☒and we have disclosed a copy of the charter of the committee at:https://stbarbara.com.au/wpcontent/uploads/2020/07/Remuneration-Nomination-CommitteeCharter.pdfand the information referred to in paragraphs (a)(4) and (a)(5) at:Section 3.1 of the Corporate Governance Statementand details ofthe number of Board Committee meetings held during the reportingperiod and attendance by each Committee member is set out in theDirectors' Report in the Company's FY21 Annual Report.	☐set outin our Corporate Governance Statement OR☐we are an externally managed entityand this recommendationis therefore not applicable
2.2	A listed entity should have and disclose a board skills matrixsetting out the mix of skills that the board currently has or islooking to achieve in its membership.	☒and we have disclosed our boardskills matrix at:Section 2.7of theCorporate Governance Statement.	☐set outin our Corporate Governance Statement OR☐we are an externally managed entityand this recommendationis therefore not applicable

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Our5reasons for not doing so are:
2.3	A listed entity should disclose:(a)the names of the directors considered by the board to beindependent directors;(b)if a director has an interest, position, affiliation orrelationship of the type described in Box2.3 but the boardis of the opinion that it does not compromise theindependence of the director, the nature of the interest,positionor relationship in question and an explanation ofwhy 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 theboard to be independentdirectors at:Section 2.2 of the CorporateGovernance Statementand, where applicable, the information referred to in paragraph (b)at:Sections 2.2 and 2.3 of the Corporate Governance Statementand the length of service of each director at:Section 2.2of theCorporate Governance Statement	☐set outin our Corporate Governance Statement
2.4	A majority of the board of a listed entity should be independentdirectors.	☒	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
2.5	The chair of the board of a listed entity should be anindependent director and, in particular, should not be the sameperson as the CEO of the entity.	☒	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
2.6	A listed entity should have a program for inducting newdirectors and for periodically reviewing whether there is a needfor existing directors to undertake professional development tomaintain the skills and knowledge needed to perform their roleas directors effectively.	☒	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
PRINCIPLE 3 –	INSTIL A CULTUREOF ACTING LAWFULLY,	ETHICALLY AND RESPONSIBLY
3.1	A listed entity should articulate and disclose its values.	☒and we have disclosed our values at:Section 5.2of the CorporateGovernance Statement.	☐set outin our Corporate Governance Statement
3.2	A listed entity should:(a)have and disclose a code of conduct for its directors,senior executives and employees; and(b)ensure that the boardor a committee of the boardisinformed ofany material breachesofthat code.	☒and we have disclosed our codeof conduct at:https://stbarbara.com.au/wp-content/uploads/2018/03/Board-PolicyCode-of-Conduct-1.pdf	☐set outin our Corporate Governance Statement

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
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 isinformed of any material incidents reported under thatpolicy.	☒and we have disclosed our whistleblower policy at:https://stbarbara.com.au/wp-content/uploads/2018/03/Board-PolicyWhistleblower-Policy.pdf	☐set outin our Corporate Governance Statement
3.4	A listed entity should:(a)have and disclose an anti-bribery and corruption policy;and(b)ensure that the board or committee of theboard isinformed of any material breaches of that policy.	☒and we have disclosed our anti-bribery and corruption policyat:https://stbarbara.com.au/wp-content/uploads/2019/04/Anti-Briberyand-Anti-Corruption-Policy-1.pdf	☐set outin our Corporate Governance Statement

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
PRINCIPLE 4 –	SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1	The board of a listed entity should:(a)have an audit committee which:(1)has at least three members, all of whom are nonexecutive directors and a majority of whom areindependent directors; and(2)is chaired by an independent director, who is notthe chair of the board,and disclose:(3)the charter of the committee;(4)the relevant qualifications and experience of themembers of the committee; and(5)in relation to each reporting period, the number oftimes the committee met throughout the period andthe individual attendances of the members at thosemeetings; or(b)if it does not have an audit committee, disclose that factand the processes it employs that independently verifyand safeguard the integrity of its corporate reporting,including the processes for the appointment and removalof the external auditor and the rotation of the auditengagement partner.	☒and we have disclosed a copy of the charter of the committee at:https://stbarbara.com.au/wp-content/uploads/2020/07/Audit-RiskCommittee-Charter.pdfand the information referred to in paragraphs(a)(4) and (a)(5) at:Details of each director's qualificationsand experienceincluding thenumber of Board Committee meetings held during the reporting periodand attendance by each Committee member is set out in the Directors'Report in the Company's FY21 Annual Report.	☐set outin our Corporate Governance Statement
4.2	The board of a listed entity should, before it approves theentity's financial statements for a financial period, receive fromits CEO and CFO a declaration that, in their opinion, thefinancial records of the entity have been properly maintainedand that the financial statements comply with the appropriateaccounting standards and give a true and fair view of thefinancial position and performance of the entity and that theopinion has been formed on thebasis of a sound system of riskmanagement and internal control which is operating effectively.	☒	☐set outin our Corporate Governance Statement
4.3	A listed entity should disclose its process to verify the integrityof anyperiodiccorporate report it releases to the marketthat isnot audited or reviewed by an external auditor.	☒	☐set outin our Corporate Governance Statement

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
PRINCIPLE 5 –	MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity shouldhave and disclose a written policy forcomplying with its continuous disclosure obligations underlisting rule3.1.	☒and we have disclosed our continuous disclosure compliance policyat:https://stbarbara.com.au/wp-content/uploads/2018/03/ContinuousDisclosure-and-External-Communications-Policy.pdf	☐set outin our Corporate Governance Statement
5.2	A listed entity should ensure that its board receives copies of allmaterial market announcements promptly after they have beenmade.	☒	☐set outin our Corporate Governance Statement
5.3	A listed entity that gives anewand substantiveinvestor oranalyst presentation should release a copy of the presentationmaterials on the ASX Market Announcements Platform aheadof the presentation.	☒	☐set outin our Corporate Governance Statement
PRINCIPLE 6 –	RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information about itself and itsgovernance to investors via its website.	☒and we have disclosed information about us and our governance onour website at:https://stbarbara.com.au/our-company/governance/	☐set outin our Corporate Governance Statement
6.2	A listed entity should have an investor relations program thatfacilitates effective two-way communication with investors.	☒	☐set outin our Corporate Governance Statement
6.3	A listed entity should disclose how it facilitatesand encouragesparticipation at meetings of security holders.	☒and we have disclosed how we facilitate and encourage participationat meetings of security holdersat:Sections 7.1 and 7.5 of the Corporate Governance Statement	☐set outin our Corporate Governance Statement
6.4	A listed entity should ensure that all substantive resolutions at ameeting of security holders are decided by a poll rather than bya show of hands.	☒	☐set outin our Corporate Governance Statement
6.5	A listed entity should give security holders the option to receivecommunications from, and send communications to, the entityand its security registry electronically.	☒	☐set outin our Corporate Governance Statement

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons 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 ofwhich:(1)has at least three members, a majority of whom areindependent 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 numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; or(b)if it does not have a risk committee or committeesthatsatisfy (a) above, disclose that fact and the processes itemploys for overseeing the entity's risk managementframework.	☒and we have disclosed a copy of the charter of the committee at:https://stbarbara.com.au/wp-content/uploads/2020/07/Audit-RiskCommittee-Charter.pdfand the information referred to in paragraphs (a)(4) and(a)(5) at:Section 3.1 of the Corporate Governance Statementand details ofthe number of Board Committee meetings held during the reportingperiod and attendance by each Committee member is set out in theDirectors' Report in the Company's FY21 Annual Report.	☐set outin our Corporate Governance Statement
7.2	The board or a committee of the board should:(a)review the entity's risk management framework at leastannually to satisfy itself that it continues to be sound andthat the entity is operatingwith due regard tothe riskappetite set by the board; and(b)disclose, in relation to each reporting period, whethersuch a review has taken place.	☒and we have disclosed whethera review of the entity's riskmanagement framework was undertaken during the reporting periodat:Section 6.3 of the Corporate Governance Statement	☐set outin our Corporate Governance Statement
7.3	A listed entity should disclose:(a)if it has an internal audit function, how the function isstructured and what role it performs; or(b)if it does not have an internal audit function, that fact andthe processes it employs for evaluating and continuallyimproving the effectiveness of its governance, riskmanagement and internal control processes.	☒and we have disclosed how our internal audit function is structuredand what role it performsat:Section 6.7 of the Corporate Governance Statement	☐set outin our Corporate Governance Statement

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
7.4	A listed entity should disclose whether it has any materialexposure to environmental or social risks and, if it does, how itmanages or intends to manage those risks.	☒and we have disclosed whether we have any material exposure toenvironmental and social risks at:Sections 6.4, 6.5 and 6.6 of the Corporate Governance Statementand, if we do, how we manage or intend to manage those risks at:Sections 6.4, 6.5 and 6.6 of the Corporate Governance Statement	☐set outin our Corporate GovernanceStatement

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
PRINCIPLE 8 –	REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should:(a)have a remuneration committee which:(1)has at least three members, a majority of whom areindependent 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 numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; or(b)if it does not have a remuneration committee, disclosethat fact and the processes it employs for setting the leveland composition of remuneration for directors and seniorexecutives and ensuring that such remuneration isappropriate and not excessive.	☒and we have disclosed a copy of the charter of the committeeat:https://stbarbara.com.au/wpcontent/uploads/2020/07/Remuneration-Nomination-CommitteeCharter.pdfand the information referred to in paragraphs (a)(4) and(a)(5)at:Section 3.1 of the Corporate Governance Statementand details ofthe number of Board Committee meetings held during the reportingperiod and attendance by each Committeemember is set out in theDirectors' Report in the Company's FY21 Annual Report.	☐set outin our Corporate Governance Statement OR☐we are an externally managed entityand this recommendationis therefore not applicable
8.2	A listed entity should separately disclose its policies andpractices regarding the remuneration of non-executive directorsand the remuneration of executive directors and other seniorexecutives.	☒and we have disclosed separately our remuneration policies andpractices regarding the remuneration of non-executive directors andthe remuneration of executive directors and other senior executivesat:Section 2.9 of the Corporate Governance Statement	☐set outin our Corporate GovernanceStatement OR☐we are an externallymanaged entity and this recommendationis therefore not applicable
8.3	A listed entity which has an equity-basedremuneration schemeshould:(a)have a policy on whether participants are permitted toenter into transactions (whether through the use ofderivatives or otherwise) which limit the economic risk ofparticipating in the scheme; and(b)disclose that policyor a summary of it.	☒and we have disclosed our policy on thisissue or a summary of it at:Section 5.9 of the Corporate Governance Statement	☒set outin our Corporate Governance Statement OR☐we do not have an equity-based remuneration scheme andthis recommendation is therefore not applicableOR☐we are an externally managed entity and this recommendationis therefore not applicable

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
	ADDITIONAL RECOMMENDATIONS THATAPPLY ONLY IN CERTAIN CASES
9.1	A listed entity with a director who does not speak the languagein which board or security holder meetings are held or keycorporate documents are written should disclose the processesit has in place to ensure the director understands and cancontribute to the discussions at those meetings andunderstands and can discharge their obligations in relation tothose documents.	Not applicable	☐set outin our Corporate Governance StatementOR☒we do not have a director in this position and thisrecommendation is therefore not applicableOR☐we are an externally managed entity and this recommendationis therefore not applicable
9.2	A listed entity established outside Australia should ensure thatmeetings of security holders are held at a reasonable place andtime.	Not applicable	☐set outin our Corporate Governance Statement OR☒we are established in Australia and this recommendation istherefore not applicableOR☐we are an externally managed entity and this recommendationis therefore not applicable
9.3	A listed entity established outside Australia, and an externallymanaged listed entity that has an AGM,should ensure that itsexternal auditor attends its AGM andis available to answerquestions from security holders relevant to the audit.	Not applicable	☐set outin our Corporate Governance Statement OR☒we are established in Australia andnot an externally managedlisted entityandthis recommendation is therefore notapplicable☐we are an externally managed entity that does not holdanAGMand this recommendation is therefore not applicable
	ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-	Alternative to Recommendation1.1 forexternally managedlisted entities:The responsible entity of an externally managed listed entityshould disclose:(a)the arrangements between the responsible entity and thelisted entity for managing the affairs of the listed entity;and(b)the role and responsibility of the board of the responsibleentity for overseeing those arrangements.	Not applicable	☐set outin our Corporate Governance Statement
-	Alternative to Recommendations8.1, 8.2 and 8.3 for externallymanaged listed entities:An externally managed listed entity should clearly disclose theterms governing the remuneration of the manager.	Not applicable	☐set outin our Corporate Governance Statement

Contents

We are St Barbara 3
1.	Our approach to governance 5
2.	Operation of the Board6
	2.1	The role of the Board 6
	2.2	Board structure and composition6
	2.3	Director independence7
	2.4	The role of the Chairperson 7
	2.5	The role of the Chief Executive Officer and theGroup Executive Team 7
	2.6	Composition, selection and appointment7
	2.7	Board skills and experience 8
	2.8	Director retirement, re-election, and tenure8
	2.9	Remuneration of directors and executives 8
	2.10	Performance reviews 10
	2.11	Other information 10
	2.12	The Role of Company Secretary 11
3.		Board Committees 12
	3.1	Board Committee Structure 12
	3.2	Committee membership and responsibilities 13
	3.3	Audit and Risk Committee 13
	3.4	Remuneration and Nomination Committee 13
	3.5	Growth and Business Development Committee 14
	3.6	Health, Safety, Environmental and CommunityCommittee 14
4.		Integrity in corporate reporting 15
	4.1	Governance oversight of corporate reporting 15
	4.2	Independence of the external auditor 15
	4.3	Attendance of the external auditor at the AGM 15
	4.4	Restrictions on the provision of non-audit servicesby the external auditor 15
	4.5	Financial and corporate reports 15

5.		Ethical conduct and responsible decision-making16
	5.1	Purpose and vision 16
	5.2	Company values, commitment and culture16
	5.3	Code of Conduct16
	5.4	Sustainability16
	5.5	Health and Safety Policy 17
	5.6	Human Rights Policy and Modern Slavery 17
	5.7	Whistleblower Policy 17
	5.8	Anti-Bribery and Anti-Corruption Policy 17
	5.9	Securities Dealing Policy17
	5.10	Diversity and Inclusion Policy18
6.		Recognise and manage risk20
	6.1	Risk responsibilities between the Board andmanagement20
	6.2	Audit and Risk Committee oversight of risk 20
	6.3	The Company's approach to risk management 20
	6.4	Material risks21
	6.5	Response to COVID-19 21
	6.6	Climate change risk management21
	6.7	Internal Audit function 22
7.		Commitment to shareholders 23
	7.1	Shareholder and investor engagement23
	7.2	Website23
	7.3	Continuous and periodic disclosure23
	7.4	Electronic communications 23
	7.5	Annual General Meetings24
	7.6	Dividends payable to shareholders 24

Zero harm is always our target. Zero harm to all people as we responsibly operate our assets to their full potential. This focus on safety guides everything we do.

We are an employer of choice committed to inclusion and diversity. We provide a caring work environment where our talented people feel safe and are empowered to fulfil their potential.

We strive to help our communities thrive, grow and prosper. We build meaningful relationships, investing time and energy to ensure local communities are enriched by being our neighbours.

We are committed to caring for the environment. We think differently to find solutions to actively manage and neutralise our impact; because we care about the environment and our planet.

Growing our business sustainably, where it makes sense, and with strong governance practices, means we can add value for everyone: our shareholders, our people and our communities

See the documents that make up the rest of our corporate reporting at www.stbarbara.com.au/investors/

Annual Report

Sustainability Report

Corporate Governance Statement

Award-winning Culture

Our five commitments keep us facing in the same direction and our values guide our decision-making every day across our global operations. Together, they help us to build a strong culture and deliver on our promises.

About this report

St Barbara Limited (the Company) is committed to maintaining high standards of ethics, integrity, and statutory compliance. The Board believes that growing our business sustainably, where it makes sense, and with strong governance practices, means we can add value for everyone, our shareholders, our people and our communities.

We have consistently achieved 100% compliance with the Australian Securities Exchange's Corporate Governance Principles and Recommendations.

The Board has implemented and operates in accordance with a set of corporate governance principles, which the Board sees as instrumental to the Company's continued growth and achievement of its corporate goals and strategy. The Board continues to review the Company's corporate governance framework and practices to ensure it meets the interests of shareholders.

This Corporate Governance Statement outlines the key aspects of the Company's corporate governance framework that has been established by the Board and its compliance with ASX Corporate Governance Council's Corporate Governance Principles and Recommendations (4th Edition) (ASX Principles) for the period 1 July 2020 to 30 June 2021.

This Corporate Governance Statement should be read in conjunction with the Company's 2021 Annual Report and 2021 Sustainability Report. The Board has approved this Corporate Governance Statement on 25 August 2021.

Further information about the Company's corporate governance practices and copies of key governance documents referred to in this document are available on the Company's website at: www.stbarbara.com.au/our-company/governance/

1. Our approach to governance

The Board of the Company (Board) is committed to achieving the ASX Principles of corporate governance and business conduct, and fostering a culture which values integrity, ethical behaviour, compliance, accountability, transparency, and respect for all stakeholders.

The Board continues to build on its governance foundation to continually improve and ensure it complies with current regulations, market practices, and stakeholder expectations.

The Company's corporate governance framework plays a critical role in helping the Board and the business deliver on its strategy and objectives. It provides the structure through which business objectives are set, performance is monitored, and risks are managed.

The Company's corporate governance framework and practices are aligned with ASX Principles.

ASX Principles		Sections
Principle 1 Lay solid foundations for management and oversight		2, 5
	Principle 2 Structure the Board to be effective and add value2, 3
	Principle 3 Instil a culture of acting lawfully, ethically and responsibly5
	Principle 4 Safeguard the integrity of corporate reports3, 4
	Principle 5 Make timely and balanced disclosure7
	Principle 6 Respect the rights of security holders7
	Principle 7 Recognise and manage risk6
	Principle 8 Remunerate fairly and responsibly2, 3, 5

2. Operation of the Board

The Company's corporate governance framework is illustrated below:

2.1 The role of the Board

The Board is accountable to shareholders for the overall strategy, governance, and performance of the Company.

The Board has a charter that sets out its authority, responsibilities and membership, and the arrangements by which it operates. The charter also describes those matters expressly reserved for the Board and those matters delegated to management.

The primary role of the Board is to demonstrate leadership and provide overall strategic guidance for the Company and effective oversight of management in implementing the Company's strategic objectives and installing a culture that supports the Company's purpose and values. The Board meets regularly to review the Company's performance and progress against its strategy.

The Board strives to deliver sustainable value to its shareholders while taking into account the interests of other stakeholders. The Board recognises its responsibility to act honestly, fairly, diligently and in accordance with the law and instil these values throughout the organisation.

A delegation of authority has been established by the Board outlining the matters reserved to the Board and those delegated to the executives and management.

Details of the number of Board meetings held during the reporting period and attendance by directors are set out in the Directors' Report in the Company's FY21 Annual Report.

The Board Charter is available on the Company's website.

2.2 Board Structure and Composition

The Board is structured to comprise of individuals with appropriate skills, knowledge, experience, and diversity to develop and support the Company's long-term strategy and enable it to discharge its responsibilities and add value, including facilitating effective discussion and efficient decision-making. The Board determines its size and composition, subject to the Constitution of the Company.

There are currently six directors on the Board, comprising five independent Non-Executive Directors and one Managing Director.

Each director, and their length of service, is listed in the table below. Details of each director's appointment, qualifications, experience, and special responsibilities are set out in Company's FY21 Annual Report.

Non-ExecutiveDirectors	Independent	Length of service
Tim Netscher	Independent	7 years and 6 months
Chairperson
Steven DeanIndependent		2 years and 1 month
Kerry Gleeson	Independent	6 years and 3 months
Stef Loader	Independent	2 years and 8 months
David Moroney	Independent	6 years and 5 months
Managing Director & CEO
Craig Jetson	-1 year and 6 months

2.3 Director independence

The Company recognises that having independent directors helps to ensure that the decisions of the Board reflect the best interests of the Company and its shareholders generally and that those decisions are not biased towards the interests of management or any other group.

In determining whether a director is independent, the Board considers whether the director is free of interests that could (or could be perceived to) materially interfere with the independent exercise of that director's judgement and their capacity to act in the best interests of the Company and its shareholders generally. The Board takes a qualitative approach to assessing materiality and independence on a case-by-case basis by reference to each director's individual circumstances rather than applying strict quantitative thresholds.

The Board assesses the independence of new directors upon appointment and regularly assesses the independence of each Non-Executive Director. Each director is required to provide the Board with all relevant information to enable it to make this assessment.

The Board has reviewed the independence of each Non-Executive Director in accordance with the ASX Principles. All Non-Executives Directors are considered to be independent.

The Managing Director and Chief Executive, Mr Craig Jetson, is not independent as he is an executive of the Company.

2.4 The Role of the Chairperson

The directors have elected Mr Tim Netscher as Chair of the Board. Mr Netscher was appointed to the Board on 17 February 2014 and became the Chairperson on 1 July 2015.

The Chairperson is independent and a Non-Executive Director.

The role of the Chairperson includes leading the Board, facilitating and encouraging constructive Board discussion, monitoring the performance of the Board, its committees, and individual directors, representing the Board to shareholders, and maintaining a regular dialogue and mentoring relationship with the Managing Director and Chief Executive Officer and other executives.

Mr Netscher's qualifications and experience are set out in the Directors' Report in the Company's FY21 Annual Report.

2.5 The role of the Chief Executive Officer and the Executive Leadership Team

The Board delegates management of the Company's affairs and implementation of the corporate strategy and policy initiatives to the Company's Managing Director and Chief Executive Officer, Mr Craig Jetson.

Mr Jetson commenced in the role of Managing Director and Chief Executive Officer (CEO) on 3 February 2020. Mr Jetson's qualifications and experience are set out in the Directors' Report in the Company's FY21 Annual Report.

The CEO is responsible for the day-to-day management of the Company. All actions of the CEO are guided by the Company's purpose and strategic objectives, as approved by the Board.

The CEO is supported in this function by delegating authority to the appropriate executives for specific activities and transactions. A formal delegation of authority governs these powers and authority, which is approved by the Board and reviewed as required.

The CEO and other executives, working under the supervision of the CEO, are responsible for executing strategic objectives in a way that is consistent with the Company's values, commitments, code of conduct and the risk appetite set by the Board. Whilst each executive leads a specific part of the business, they work as a collective to achieve the long-term strategy and purpose of the Company.

The CEO and executives are responsible for providing the Board and Board Committees with accurate, timely and clear information on the Group's operations. This includes information on compliance with material legal and regulatory requirements and any conduct, which is materially inconsistent with the Group's policies and code of conduct.

Meetings between the CEO, executives, and directors are encouraged and assist the directors and the Board to carry out its duties and strength the working relationship and organisational culture.

2.6 Composition, selection and appointment

The Board has established a Remuneration and Nomination Committee to periodically review Board composition and succession matters. This includes responsibility for reviewing and making recommendations to the Board regarding Board size and composition and identifying individuals believed to be qualified to become Board members and recommending such candidates to the Board.

In assessing potential candidates and in undertaking reviews of the size and composition of the Board, the Remuneration and Nomination Committee considers the guiding principle that the Board's composition should reflect an appropriate mix having regard to such matters as:

• skills and experience across the key areas identified in the Board's Skills Matrix (section 2.7);
• directors' tenure; and
• diversity and inclusion.

Before the Board appoints a new director or puts forward a candidate for election, the Remuneration and Nomination Committee undertakes appropriate checks, including but not limited to reviewing the person's character, experience, education, criminal record, and bankruptcy history. Existing directors conduct interviews with the potential candidates to ensure there is an appropriate fit for the Company's strategic direction.

2.7 Board skills and experience

The Board is committed to ensuring that the composition of the Board continues to include directors who bring an appropriate mix of skill, experience, and expertise to Board decision-making. The Board also aims to retain a balance between directors with experience and knowledge of the Company's business and history and new directors who bring an external perspective and different insights.

The Board has an objective of maintaining at least 33% female membership of the Board, which has been achieved since 2019.

The Board skills are classified according to the following Board Skills Matrix, capturing the key skills and other attributes of Board members, which are believed to be needed for robust decision-making and the effective governance of the Company.

The Board considers the Board Skills Matrix to guide its assessment of the skills and experience of new and existing directors and identify any gaps in the Board's collective expertise for the purpose of Board succession planning.

The Board Skills Matrix describes the proportion of directors on the Board with particular areas of competence, skills and experience. The Board Skills Matrix recognises the director's level of proficiency or practiced or perceptive awareness in the area of competence.

The Board considers that all directors on the Board have the combined depth and breadth of skills, diversity, experience, to carry out their responsibilities in a publicly listed global mining company and to oversee the Company's strategy and effective governance.

The Board has also determined that all directors have the time and adequate capacity to perform their role, having regard to their other external Board roles. In particular, each director brings the wisdom of their deep experience working with other organisations, relationships, and awareness of local markets, communities, and customs of first nations people.

To the extent that any skills are not directly represented on the Board, they are realised through management and external advisors.

2.8 Director retirement, re-election, and tenure

Any director who has been appointed during the year must stand for election at the Company's next annual general meeting.

In addition, a director must retire from office at the third annual general meeting after the director was elected or last re-elected. If no director is due for re-election or election, then at least one director (excluding the Managing Director) must retire at the Company's next annual general meeting and may stand for re-election.

The Board's recommendation regarding the re-election of an existing director is not automatic and is contingent on their past performance, contribution to the Company, and the current and future needs of the Board and the Company.

Shareholders are provided with all material information in the Company's possession relevant to their decision as to whether to elect or re-elect a director.

2.9 Remuneration of directors and executives

The Board has adopted a remuneration framework that aims to attract, retain, and encourage Non-Executive Directors, the CEO, the Chief Financial Officer (CFO), and certain other executives.

The executive remuneration framework is designed to attract, reward, and retain high calibre, high performing, and team orientated individuals capable of delivering the Company's strategy. The remuneration principles and decision-making procedures regarding remuneration arrangements are aligned with the Company's long-term strategy.

Non‐Executive Directors' fees are reviewed by the Board and are set within the aggregate fee pool approved by shareholders. To maintain their independence and impartiality, the fees paid to Non‐Executive Directors are not linked to the performance of the Company.

Details on the Company's remuneration policies, practices, performance reviews and outcomes, and the remuneration paid to the directors and executives are set out in the Remuneration Report in the Company's FY21 Annual Report.

Shareholders will be invited to consider and adopt the Remuneration Report at the Company's 2021 Annual General Meeting.

Board Skills Matrix

highly proficient or practiced

Skills/Competency Board Representation No. of Directors as of 30 June 2021 1 2 3 4 5 6 Governance, culture & values – knowledge and experience in best-practice governance, culture and social issues, oversight of governance frameworks, policies, and processes Capital markets, mergers & acquisitions – demonstrated experience in M&A, capital raisings Audit & corporate finance – professional qualification in accounting, former CFO or experience in corporate finance Legal – former or current practicing lawyer or experience in general counsel roles xxx Remuneration – former or current executive role with direct involvement in remuneration practices or previous experience as a member of Board remuneration committee Risk management – experience in the management of financial, non-financial, and emerging risks or previous experience as a member of Board risk management committee Stakeholder relations – experience in stakeholder relations Materials – experience in the materials sector or expertise in exploration, development, processing, production minerals & chemicals Mining & engineering – experience in executive roles in mining or engineering and holds a degree in engineering (mining or chemical) Exploration – experience in executive roles with responsibility for resource development and exploration program Environment & community – experience with environment and community relations strategies or proven knowledge of global environmental management Health & safety – demonstrated experience in health & safety strategy and compliance or previous experience as a member of Board health & safety committee Public policy – experience in dealing with national, provincial & local government relationships or participation in industry bodies or public or government policy International – experience in an executive role with an overseas operation and knowledge of the overseas markets associated with mining

2.10 Performance reviews

Board performance

The Remuneration and Nomination Committee is responsible for developing and overseeing the performance evaluation process for the Board, its committees, and individual directors.

The Board has adopted a Board evaluation process that includes a review of the Board's effectiveness, committees, and individual directors.

The annual Board evaluation process typically includes:

• responding to a comprehensive questionnaire on the Board's operation, stewardship, and the effectiveness of its governance practices;
• one-on-one interviews with directors on their performance and the effectiveness of the Board and (as appropriate) each of its committees;
• peer reviews on each director's value-added contributions to the Board or its committees; and
• feedback from executives on issues relevant to the performance evaluation.

The Board's annual evaluation can be facilitated internally or externally. If done externally, the Board receives independent information on its overall effectiveness and opportunities for improvement. Each director also receives individual feedback on their strengths and opportunities to make enhanced contributions, including ongoing professional development.

During the reporting period (and as it has done in the past), an externally facilitated Board evaluation was conducted to assess the Board's overall effectiveness and its committees, identifying key strengths and recommendations for improvement. This was followed by a discussion between the Chairperson and with each director to provide individual feedback from the evaluation. Feedback on the Chairperson's individual performance was provided by the Chair of the Remuneration and Nomination Committee.

CEO & other executives performance

The CEO and other executives have a written agreement with the Company setting out their employment terms, including remuneration and performance requirements.

The Board is responsible for monitoring management's performance and implementation of the Company's strategy, including conducting an annual performance review of the CEO.

The performance of the CEO and other executives is formally assessed each year under the Company's performance appraisal system and reviewed by the Remuneration and Nomination Committee and the Board.

During the reporting period, a performance review was undertaken with the CEO. In addition, the Chairperson meets regularly with the CEO to discuss matters relating to his performance.

Further details, including the executive's performance linkage to remuneration outcomes, are contained in the Company's Remuneration Report in the FY21 Annual Report.

2.11 Other information

Appointment documentation

Upon appointment, each new director receives a letter of appointment, which sets out the formal terms of their appointment. Directors also receive a deed of indemnity, insurance, and access.

Induction for new directors

New directors are provided with an induction that includes meeting with the Board Chairperson, the CEO, the CFO, and other executives to gain valuable insights into relevant operational and corporate matters. This is followed up by additional meetings or information that the new director may request.

The director's induction program typically includes:

• briefings from the CEO and other members of the executive, on the business operations and specific functions, including strategy, risk, safety, finance and remuneration, the markets and regulatory environment in which the Company operates;
• opportunities to engage with our other directors and the General Counsel and Company Secretary;
• opportunities to attend external training on matters relevant to the Company's legal, regulatory and governance environment, or specific financial matters;
• meeting with the external auditor without members of management present; and
• site visits to operations and the surrounding local communities.

Continuing education for directors and executives

All directors are expected to maintain the knowledge and skills required to discharge their obligations to the Company.

The Board and its Committees also conduct continuing education sessions as appropriate and seeks to identify topics as part of their self-assessment.

Internal and external experts are engaged, as required, to conduct education sessions.

Site visits to operations by Board and executives

To ensure that directors and executives have a strong understanding of the Company's operations, they make regular visits to the Company's mining operations and meet with local management. This gives them deeper insight into

the material risks and an opportunity and insights into the workforce culture and the communities where the Company operates.

During the reporting period, several directors and executives visited the Company's Leonora operations in Western Australia.

Remaining site visits were deferred as a result of COVID-19 travel restrictions. However, as the Board is committed to staying connected with the operations through operational overviews via video conference and participating in virtual site visits, which are now included in Board programs. Recently, the Board participated in a virtual site visit of the Company's Atlantic operations in Canada.

Conflicts of interest

Directors are required to disclose all interests that may conflict with their duties.

The Board Charter includes a conflicts of interest protocol. Pursuant to this protocol, a director may, at any time, declare a conflict of interest in relation to a matter by notification to the Board and the Company Secretary in writing.

If a director has a material personal interest in a matter being considered by the Board, they must not be present for the consideration of that matter or vote on the matter and will not receive any information which relates to that matter.

Directors right to independent advice

To help directors fulfil their responsibilities, each director has the right, with the prior approval of the Chairperson, to seek independent professional advice, at the Company's expense, about his or her responsibilities.

In addition, the Board and each Board Committee may, at the Company's expense, and with the prior approval of the Chairperson, obtain any independent professional advice it requires to assist in its work.

2.12 The role of Company Secretary

The Board is responsible for the appointment of the Company Secretary. The Board has appointed Ms Sarah Standish as General Counsel and Company Secretary.

The Company Secretary is directly accountable to the Board, through the Chairperson, on all matters regarding the proper functioning of the Board and its Committees, including:

• Effectiveness of the implementation of corporate governance processes
• Adherence to the Board policies and procedures
• Coordination of all agenda packs, minutes and communications
• Facilitating the induction of directors and their professional development.

The profile, qualifications and experience of the Company's General Counsel and Company Secretary, Ms Standish, is set out in the Directors' Report in the Company's FY21 Annual Report.

3. Board Committees

3.1 Board Committee structure

The Board has established four standing Committees to assist in the discharge of its responsibilities:

• Audit and Risk Committee
• Remuneration and Nomination Committee
• Growth and Business Development Committee
• Health, Safety, Environment and Community Charter

Periodically, the Board will review the composition of each Board Committee. As and when required, the Board may establish special purpose sub-committees to give detailed consideration to specific matters or projects. One such committee is the Proposals Committee, which meets as required to consider a potential corporate transaction.

An overview of the members, composition and responsibilities of each standing Board Committee is set out below:

Members	Composition	Key responsibilities
Audit and Risk Committee
David Moroney (Chair)Tim NetscherKerry GleesonStef Loader	At least three membersOnly Independent Non-ExecutiveDirectorsAn independent Chair, who is not Chair ofthe Board	Financial reportingRisk managementEvaluation of the effectiveness of the financialcontrol environmentReview of the internal and external audit functionsReview of the Mineral Resource and Ore Reserveestimation processes
Remuneration and Nomination Committee
Kerry Gleeson (Chair)Tim NetscherDavid MoroneyStef LoaderSteven Dean	At least three members, including theChair of the BoardOnly Independent Non-ExecutiveDirectorsAn independent Chair, who is not Chair ofthe Board	Overseeing the effectiveness of remunerationstrategies and policies of the CompanyThe remuneration arrangements for the ManagingDirector & CEO, other executives, and NonExecutive Directors and matters relating to seniorexecutive selection and performanceMatters relating to the composition, structure,succession planning and performance of the Board
	Growth and Business Development Committee
Steven Dean (Chair)Tim NetscherStef Loader	At least three membersOnly Independent Non-ExecutiveDirectorsAn independent Chair, who is not Chair ofthe Board	Provide Management with guidance, emphasis andboundaries regarding corporate strategy andbusiness developmentProvide the Board with oversight of corporate andbusiness development, strategy development andexecution.
	Health, Safety, Environment, & Community Committee
Stef Loader (Chair)Tim NetscherDavid MoroneyKerry Gleeson	At least three membersOnly Independent Non-ExecutiveDirectorsAn independent Chair, who is not Chair ofthe Board	Promoting a safety-conscious culture throughout theCompanyReviewing health, safety, environment, andcommunity policies, objectives, strategies and plansMonitoring compliance with health, safety,environmental, and community regulatoryrequirements

The relevant qualifications and experience of Board Committee members are set out in the Directors' Report in the Company's FY21 Annual Report.

Non-Executive directors may, and are encouraged, to attend meetings of other Board Committees and are provided with papers for all meetings.

The CEO, and certain other executives are invited to attend Board Committee meetings. However, their presence is not automatic, and they do not attend if their remuneration is being considered or discussed.

Each Board Committee may, within the scope of its responsibilities, have unrestricted access to management, employees, and information it considers relevant to the carrying out of its responsibilities under its charter.

Each Board Committee may request the attendance of any external party at meetings, as appropriate.

Details of the number of Board Committee meetings held during the reporting period and attendance by each Committee member is set out in the Directors' Report in the Company's FY21 Annual Report.

3.2 Committee membership and responsibilities

Each of the Board Committees:

• is comprised of only Non-Executive Directors and has at least three members;
• has its own charter;
• has the powers necessary to discharge their responsibilities; and
• has the Board appoint one of its members as Committee Chair.

Each Board Committee has a charter setting out its role and responsibilities, objectives, composition, structure, membership requirements, and how the Committee is to operate.

The Board Committee Charters are available on the Company's website.

3.3 Audit and Risk Committee

The Audit and Risk Committee assists the Board in meeting its oversight responsibilities concerning the Company's financial reporting, mineral and ore reserves reporting, external audit and internal functions, tax reporting and compliance, risk management, and other significant matters as delegated to the Committee from time to time.

The Audit and Risk Committee's responsibilities for the financial reporting and the external audit function include:

• overseeing corporate reporting processes designed to safeguard the integrity of reporting and facilitate independent assurance;

• reviewing the appropriateness of the significant accounting policies adopted by management in the preparation and presentation of financial statements;

• reviewing the appropriateness of the accounting judgments or choices exercised by management in preparing the financial statements, including any significant accounting estimates;

• monitoring and reviewing the independence and performance of the external auditor;

• monitoring the effectiveness of the external audit function and annually evaluating the external auditor, including reviewing the scope of the audits and audit fees payable to the external auditor; and

• approving certain non-audit services.

The Audit and Risk Committee regularly meets with the external auditor and internal auditor without the presence of management. The Chairperson of the Audit and Risk Committee meets separately with the external auditor and management.

The CFO is the executive responsible for assisting the Chairperson of the Audit and Risk Committee in connection with the administration and efficient operation of the Committee.

The minutes of the Audit and Risk Committee meetings are tabled at Board meetings, and the Committee Chairperson reports relevant matters of the Committee to the Board at its next meeting.

The Audit and Risk Committee Charter is available on the Company's website.

3.4 Remuneration and Nomination Committee

The Remuneration and Nomination Committee assists the Board by reviewing and making recommendations to the Board on remuneration matters, including the structure, strategy and framework for executives' remuneration and incentives. This review includes:

• overseeing the effectiveness of the remuneration strategy, policies and practices to ensure that the interests of the Company, shareholders and employees are taken into account;
• considering the short-term and long-term incentive outcomes for executives;
• reviewing changes in executives' salaries and at-risk remuneration incentives; and
• oversight of equity incentive plans.

In forming remuneration recommendations, the Remuneration and Nomination Committee obtains and considers industry-specific independent data and professional advice as appropriate. All reports and professional advice relating to the CEO's remuneration are commissioned and received directly by the Committee.

The Remuneration and Nomination Committee also plays an important role concerning the Company's people strategy and approach to organisational capability. This includes responsibilities for the oversight of:

the performance and succession planning for members of the executive leadership team; and

the Company's approach to inclusion and diversity, including approving the measurable objectives for achieving diversity (including gender diversity) and inclusion.

The minutes of the Remuneration and Nomination Committee meetings are tabled at Board meetings, and the Committee Chairperson reports relevant matters of the Committee to the Board at its next meeting.

The Remuneration and Nomination Committee Charter is available on the Company's website.

3.5 Growth and Business Development Committee

The Growth and Business Development Committee assists the Board by reviewing and making a recommendation regarding corporate strategy and business development. This includes setting boundaries and other criteria for successful transactions and appropriate financial metrics, such as return on investment and position on the cost curve, life and growth prospects, strategic fit, and transaction advantages.

The Committee's responsibilities include:

• oversight of the strategic planning process, and monitoring progress on delivery of the strategic plan;
• oversight of business development opportunities; and
• periodically reviewing the strategic value and preferred outcome of any equity investments and joint ventures.

The minutes of the Growth and Business Development Committee meetings are tabled at Board meetings, and the Committee Chairperson reports relevant matters of the Committee to the Board at its next meeting.

The Growth and Development Committee Charter is available on the Company's website.

3.6 Health, Safety, Environmental and Community Committee

The Health, Safety, Environment, Community (HSEC) Committee assists the Board by reviewing and making recommendations on strategic objectives regarding HSEC activities across the Group's operations.

The Committee's responsibilities include:

• assessing whether management promotes a strong culture that values HSEC;

• reviewing the corporate HSEC strategic plan;

• reviewing HSEC policies and any proposed change;

• oversight of audits and reports in relation to HSEC systems, processes and resourcing and reporting to the Board on the effectiveness of measures and responses proposed by management;

• oversight of the HSEC performance and consider reports on the performance in the HSEC activities, and review with the Board any recommendations for change; and

• reviewing the Company's annual Sustainability Report.

The minutes of the HSEC Committee meetings are tabled at Board meetings, and the Committee Chairperson reports relevant matters of the Committee to the Board at its next meeting.

The Health, Safety, Environment and Community Charter is available on the Company's website.

4. Integrity in corporate reporting

The Company believes that accurate and timely corporate reporting underpins effective risk management and is key to executing the Company's strategy.

4.1 Governance oversight of corporate reporting

The Board is responsible for overseeing that appropriate monitoring and reporting mechanisms are in place. It has established the Audit and Risk Committee to assist in discharging this responsibility.

The Audit and Risk Committee meets at least four times per year, including immediately before the release of the full and half-yearly financial statements. The Audit and Risk Committee has reviewed the integrity of the Company's financial statements for the financial year ended 30 June 2021 and is satisfied that the Company's financial report for FY21 complies with the applicable accounting standards and presents a true and fair view of the Company's financial condition and operational results.

All Audit and Risk Committee members have direct access to the external auditor, PricewaterhouseCoopers, and their appointed lead audit engagement partner. The lead audit engagement partner is invited to attend Audit and Risk Committee meetings, and all Committee papers are made available to PricewaterhouseCoopers.

4.2 Independence of the external auditor

The Company's external auditor, PricewaterhouseCoopers, was appointed by Directors in 2016.

The Audit and Risk Committee review the effectiveness, performance, and independence of the external auditor. If it becomes necessary to replace the external auditor for performance or independence reasons, the Committee will formalise a procedure for the selection and appointment of a new external auditor.

The Corporations Act (Cth) 2001 requires the external auditor to make an annual independence declaration to the Board, declaring that the auditor has maintained its independence in accordance with the Corporations Act (Cth) 2001 and the rules of professional accounting bodies. PricewaterhouseCoopers has provided an independence declaration to the Board for the reporting period. PricewaterhouseCoopers' independence declaration is contained in the Directors' Report in the Company's FY21 Annual Report.

PricewaterhouseCoopers' practice is to rotate the lead audit engagement partner at least every five years. The Company's current lead audit engagement partner, John O'Donoghue, is rotating after the Company's 2021 Annual General Meeting and will be replaced by a new lead engagement partner, Amanda Campbell.

4.3 Attendance of the external auditor at the AGM

PricewaterhouseCoopers' lead audit engagement partner attends the Company's annual general meeting and is available to answer shareholders' questions relevant to the conduct of the audit, the preparation and content of the Auditor's Report, the accounting policies adopted in relation to the preparation of the financial statements, and the independence of the auditor.

4.4 Restrictions on the provision of non-audit services by the external auditor

The Company has procedures to monitor the independence of the external auditor.

The Company's delegation of authority regulates the provision of non-audit services by the external auditor. The provision of permissible non-audit services above a defined amount must be pre-approved by either the Audit and Risk Committee or the Chairperson of that Committee.

4.5 Financial and corporate reports

The Company is committed to providing clear, concise, and effective disclosure in its corporate reports.

Prior to approval of the Company's financial statements, the Board receives a written declaration, in accordance with section 295A of the Corporations Act (Cth) 2001, from the CEO and the CFO in relation to the Company and the Group's financial reporting processes.

The declaration received by the Board during the relevant reporting period states that the financial records have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the Company and the Group's financial position and performance, and that the integrity of the financial statements is founded on a sound system of risk management and internal control, which is operating effectively.

For periodic corporate reports released to the market, which are not required to be audited or reviewed by the Company's external auditor, the Company has a verification, review and approval process to ensure the integrity of the information disclosed to the market. The process involves the reports being reviewed, material statements reviewed for accuracy and the report subject to internal verification by the Company's General Counsel and Company Secretary, and an appropriate approval process involving the CEO, and by the Chairperson for disclosure of certain matters, which are within the Board's reserved powers or matters that are otherwise of significance to the Company.

5. Ethical conduct and responsible decision-making

The Company is committed to conducting its business with integrity and in an open and accountable manner. The Board believes that lawful, ethical, and responsible business practices are essential to achieving sustainable long-term performance and creating shareholder value.

The Board recognises its role in setting the ethical tone and standards of the Company and its responsibility in monitoring and developing a corporate culture.

The Company has established the following policies or codes, which promote ethical and responsible business practices.

5.1 Purpose and vision

Our purpose - We're here to create value in everything we do, for our people, our communities and our shareholders.

Our vision - Our vision is to be a brilliant, global mining company that grows sustainably and creates enduring, positive impacts.

5.2 Company values, commitments and culture

Our values

The Company's values and commitments guide the way decisions are made and how we treat one another and our stakeholders. The Company's values are:

• We act with honesty and integrity
• We treat people with respect
• We value working together
• We deliver to promise
• We strive to do better

Our Commitments

The Company's values-led culture drives expected behaviours and guides decision-making every day to deliver on promises and commitments to all stakeholders.

These commitments are the guiding principles that define the type of organisation the Company aspires to be and standards and behaviours that the Company expects of its directors, executives and employees.

Our Culture

The Company's culture and values are integral to our workforce and how we operate as a responsible business. Culture is a key determinant in the performance of the Company and its ability to achieve its objectives. It goes to the heart of the openness and transparency needed for effective stewardship and informed decision-making.

The Board is responsible for the oversight of culture and management is responsible for implementing and monitoring the desired culture and for demonstrating leadership of the culture.

The Board receives regular reports on the organisation's culture. These indicators include selected safety statistics, employee turnover, whistleblower and employee grievance submissions, employee engagement results, and measurable feedback from recruitment and exit interviews.

The Company's performance on various people and behaviour metrics is published in the Company's Sustainability Report.

5.3 Code of Conduct

The Company has a Code of Conduct. Directors, employees, and contractors are required to demonstrate the standards of behaviour required to promote responsible decision-making and ethical behaviour, which aligns with the Company's strategic objectives, policies, and values.

The Code of Conduct is supported by several Company policies that are reviewed regularly to ensure they reflect any changes in law and otherwise remain fit for purpose.

The Board is informed of any material breaches of the Code of Conduct or policies.

The Code of Conduct is available on the Company's website.

5.4 Sustainability

The Company's five commitments (in section 5.2) guide its approach to sustainability and the desire to care for people, communities, and the environment and to growing its business sustainably and responsibly.

The Company considers the environment in everything it does, whether it's planning for future operations, exploring for new deposits, or optimising current assets. It is also looking for ways to reduce its impact and footprint through innovation, technology, and the use of renewable energy.

The Board has approved an ambitious greenhouse gas emission reduction target to be carbon neutral by 2050.

The Company also endorses the Carbon Disclosure Project, the United Nations Global Compact and the Extractive Industries Transparency Initiative.

Further details on the Company's approach to environmental, social, and governance (ESG) and performance is published in the Company's Sustainability Report, which is available on the Company's website.

5.5 Health and Safety Policy

The Company prioritises a healthy and safe workplace for all employees, contractors, customers, and the community while seeking to minimise the impacts of injuries.

Therefore, health, safety, and well-being are a critical part of the Company's business and decision-making. This is evident in the Company's response to the COVID-19 pandemic in which the care for people's psychological health and well-being was and remains a priority.

Health, safety and well-being is also a critical area of focus for the Board, with the Board and its HSEC Committee regularly briefed on safety performance, strategies to improve safety performance and awareness, and employee and contractor physical and mental well-being.

Further details on the range of strategies, systems, initiatives, and policies to manage health, safety and well-being for employees, contractors, and customers, is set out in the Company's Sustainability Report.

The Health and Safety Policy and Workplace Behaviour Policy are available on the Company's website.

5.6 Human Rights Policy and Modern Slavery

The Company is committed to the protection of fundamental human rights and freedoms, including eliminating all forms of modern slavery.

The Company's Modern Slavery Policy and Supplier Code of Conduct sets out the Company's approach to managing human rights and modern slavery risks in its operations and supply chains.

During the reporting period, the Company issued its FY20 Modern Slavery Statement for the year ended 30 June 2020, in accordance with the Commonwealth Modern Slavery Act (Cth) 2018.

The Modern Slavery Policy, Supplier Code of Conduct and Modern Slavery Statement are available on the Company's website.

5.7 Whistleblower Policy

The Company encourages anyone to speak-up and report any concerns about actual or suspected wrongdoing and improper conduct and ensures confidentiality and protection is provided to those who do so.

The Company has established a Whistleblower Policy, which sets out how a anyone can speak-up and make a confidential disclosure in a number of ways, including to a Whistleblower Protection Officer or anonymously to an external toll-free and online whistleblower reporting service via phone, email and web-based channels operated by the third-party provider, Your-Call.

The Policy also sets out how the Company will respond to and investigate disclosures of misconduct and outlines the protections available to those who speak-up under the policy.

The Company maintains confidentiality of all whistleblower reports to the fullest extent possible and does not tolerate any detriment or form of reprisal against anyone who raises a genuine concern about actual or suspected misconduct.

The Board is informed of any material incidents reported under the policy.

The Whistleblower Policy is available on the Company's website.

5.8 Anti-Bribery and Anti-Corruption Policy

The Company has established an Anti-Bribery and Anti-Corruption Policy, which sets out the Company's zero tolerance for any bribery or corruption in its business dealings and operations. The policy includes prohibitions on:

• the giving or receiving of bribes in any form, including to public officials and or to any other third-party;
• the giving or receiving of bribes, including gifts, hospitality or facilitation payments, which might improperly influence a decision, create a sense of obligation or improve or create a business advantage;
• offering anything of value to a public official (or their representative or family member) in order to improperly influence in order to obtain any improper advantage of any kind; and
• making a political donation (in cash or kind) to improperly influence to obtain an advantage of any kind.

The Board is informed of any material incidents reported under the policy.

The Anti-Bribery and Anti-Corruption Policy is available on the Company's website.

5.9 Securities Dealing Policy

The Company has established a Securities Dealing Policy, which prohibits trading in St Barbara securities by all directors, employees, and contractors (and their immediate family members and associates) who possess information that is not generally available and that could be reasonably expected to have a material, or significant, effect on the price, or value, of St Barbara securities.

The policy also specifically prohibits 'designated employees' (which includes all directors, CEO, executives, the company secretary, senior managers, and other nominated employees, and their associates) from trading in St Barbara securities during 'black-out periods' as defined in the policy.

The Securities Trading Policy also:

allows in exceptional circumstances, and with prior written clearance, trading during a black-out period;

• prohibits 'designated employees' (and their associates) from hedging interests that have been granted under any equity incentive plan that is either unvested or subject to a holding lock; and
• prohibits directors and 'designated employees' from using St Barbara securities in connection with a margin loan or similar financing arrangement, which may be subject to a margin call or loan-to-value ratio breach.

The Board is informed of any material breaches under the policy.

The Securities Dealing Policy is available on the Company's website.

5.10 Diversity and Inclusion Policy

The Company has a diverse workforce in various geographic locations in Australia, Canada, and Papua New Guinea, which comprises employees from varied ethnic backgrounds, age groups and races, across all genders.

The Company does not discriminate based on gender, age, ethnicity, religion or cultural background. The Company ensures that all employees are provided with the same opportunities through open and honest communication, training, and development opportunities.

The Company's Diversity and Inclusion Policy sets out the Company's approach to inclusion and diversity, which is underpinned by the principles that the work environment promotes equal opportunity and diversity, allows employees to reach their potential, and is free from discrimination harassment, and bullying.

The Remuneration and Nomination Committee is responsible for (amongst other things) reviewing the Company's Diversity and Inclusion Policy and strategy, overseeing compliance with equal opportunity and anti-discrimination legislation, and ensuring that the Company is able to attract and retain an inclusive and diverse selection of employees.

The Diversity and Inclusion Policy is available on the Company's website.

Gender diversity at Board, management and workforce levels

The Remuneration and Nomination Committee is responsible for setting and monitoring progress against specific, measurable objectives for achieving gender diversity. The measurable objectives for reporting period and progress against those objectives are set out in the table below.

During the reporting period, the composition of the Board comprised 33% of directors who are female. The ASX Principles provide that the measurable objective for achieving gender diversity in Board composition for entities in the S&P / ASX 300 Index should be to have not less than 30% of its directors of each gender within a specified period.

The Company is a 'relevant employer' under the Workplace Gender Equality Act 2012 (Cth) and discloses its "Gender Equality Indicators" to the Workplace Gender Equality Agency (WGEA) annually.

During the reporting period, the Company received the 2019- 20 Workplace Gender Equality Agency Employer of Choice for Gender Equality, having previously received this citation each year since 2014.

The Company's 2020-2021 Report to the WGEA is available on the WGEA website on the Company's website.

Further detail on the Company's diversity and inclusion strategies, initiatives, and programs is set out in the Company's Sustainability Report.

First Nations people engagement

The Company respects and values the traditional owners of the lands on which it operates. In the communities surrounding the Company's operations in Australia, Canada, and Papua New Guinea, the Company makes it a priority to learn about the cultures that shape their First Nations' people.

The Company promotes the involvement of First Nations' people in its operations. It is committed to offering First Nations' people meaningful and sustainable employment, education and supporting long-term careers with the Company. The Company's indigenous apprenticeship program is one such example.

Gender statistics as at 30 June 2021

We are an employer of choice committed to inclusion and diversity. We provide a caring work environment where our talented people are happy, thrive, feel safe and fulfil their potential.

Our citations

• For the first time, St Barbara was included in the 2021 Bloomberg Gender-Equality Index (GEI) as one of only ten Australian listed companies, within a total of 380 companies across 11 sectors worldwide.
• We remain a Workplace Gender Equality Agency (WGEA) 'Employer of choice for gender equality' for a seventh consecutive year and the only Australian miner to receive the citation. We were an initial signatory to the WGEA pay equity pledge.
• In FY21, we became a signatory to the UN Women's Empowerment Principles.

Progress against our measurable diversity objectives

Objective	As at 30June 2018	As at 30June 2019	As at 30June 2020	Target	By	As at 30June 2021
Increase the proportion1of women in the AustralianOperations workforce	24%	25%	26%	30%	30 June2022	28%
Reduce the Australian Operations2Overall Gender Pay Gap	14%	12%	12%	8%	30 June2022	8%
Increase the proportion of3Aboriginal employees in theAustralian Operations	4%	3%	3%	5%	30 June2022	2%
Increase the proportion4of women in the workforceat Simberi	14%	15%	15%	18%	30 June2022	16%
Increase the proportion5of women in the workforcein Atlantic Operations	_	_	ʤʬʘ	30%	30 June2022	23%
Increase the proportion6of First Nations employeesin Atlantic Operations	_	_	ʦʘ	5%	30 June2022	2%
Maintain nil gender pay gap7for 'like-for-like' roles	0%	0%	0%	0%	Ongoing	0%
Maintain the percentage of women8who return to work after a periodof Parental Leave (Australia)	100%	100%	100%	80%	Ongoing	100%
Maintain the percentage9St Barbara Limited ABN 36 009 165 066 FY21 Corporate Governance Statementof women on the Board	25%	40%	33%	33%	Ongoing	33%Page 19 of 26

6. Recognise and manage risk

6.1 Risk responsibilities between the Board and management

The Board recognises that effective risk management is critical to achievement of its strategic objectives.

The Board has adopted a Risk Management Policy that aims to support the Company's Enterprise-wide Risk Management (ERM) Framework and outlines the Company's commitment to sound risk management practices aligned to regulatory and stakeholder requirements.

The Board is responsible for setting the Company's risk appetite and for satisfying itself that management has developed and implemented a sound system of risk management and internal controls.

Detailed work on this task is delegated to the Audit and Risk Committee and reviewed by the Board.

The Risk Management Policy is available on the Company's website.

6.2 Audit and Risk Committee oversight of risk

The Board's Audit and Risk Committee have a mandate from the Board to provide risk management oversight. This includes responsibility for reviewing, at least annually, the effectiveness of the Company's ERM Framework, that material business risks are controlled, and that management is operating with due regard to the risk appetite set by the Board.

Details of the membership, charter and meetings of the Audit and Risk Committee are outlined in section 3.1 above.

During the reporting period, the Audit and Risk Committee reviewed and considered the desired ERM Framework, risk appetite, and the processes required to govern risk identification, assessment, monitoring, and reporting.

6.3 The Company's approach to risk management

Risk management is embedded into strategy-setting and decision-making processes and daily operations to ensure the Company continuously delivers value to its stakeholders.

The Company maintains an ERM Framework to support the responsible achievement of its strategic objectives by identifying and addressing risk in an organised and transparent manner. The ERM Framework is overseen by the Board and the Audit and Risk Committee and is actively managed by the CEO, CFO, other executives, and senior managers.

The ERM Framework delivers enhanced risk reporting and control mechanisms designed to ensure that strategic, operational, environmental, legal, social, reputational, financial and other risks are identified, assessed and appropriately managed. The ERM Framework is consistent with international and Australian risk management standards.

The ERM Framework is central to the Company's approach to risk and opportunity. It provides governing principles and guidance on how to identify, assess, manage, and escalate risks to ensure management respond appropriately to those with the potential to impact operations materially.

The ERM Framework, includes a risk appetite statement outlining the level of risk that the Board is prepared to either accept, tolerate or avoid in pursuing the Company's longterm strategy. The statement is critical in guiding management on the Board's attitudes and behaviours towards risk and is reviewed by the Board annually.

The Company's risk management process is set out in the diagram below.

The ERM Framework is linked to the Company's assurance and governance processes with outcomes from risk assessments used to define focus areas for external audit and internal audit. These reviews provide independent and objective assurance on the adequacy and effectiveness of our internal control environment and recommendations to improve efficiency.

6.4 Material risks

The Company is exposed to a range of market, financial, operational, environmental, and socio-political risks that could have an adverse effect on the Company's future performance. The nature and potential impact of these risks can change over time and vary in the degree to the extent the Company can control them. The Company's key business risks include, but are not limited to:

Material risks

Fluctuations in the United States Dollar spot gold price
Hedging risk and foreign exchange
Government regulation
Operating risks and hazards
Reliance on transportation facilities and infrastructure
Information technology and cyber risk
Production, cost and capital estimates
Changes in input costs
Exploration and development risk
Ore Reserves and Mineral Resources
Political, social and security risks
Community relations
Insurance
Climate and climate change
Other natural disasters
COVID‐19

The risks outlined above reflect the key business risks that have the potential to impact the Company's operations and its financial performance if not managed effectively. Further details on these material risks are set out in the Directors' Report in the Company's FY21 Annual Report.

6.5 Response to COVID-19

The Company has responded promptly to the COVID-19 pandemic. This response was, and continues to be, built around three areas – keeping our people safe and well, maintaining safe and reliable operations, and supporting our communities, all of which are critical to the future of our business.

The Board has endorsed a COVID-19 Management Framework, in which Management has implemented measures to manage the ongoing risk of the pandemic. This comprehensive framework is adhered to business-wide, along with all relevant government recommendations. It also includes programs that survey the workforce to gauge their psychological health and well-being and provide support where required.

The Company has also stayed connected with its communities and provided support and additional resources to keep the communities in and around our operations safe.

Responsibly managing the movement of our workforce during this time is critical to protecting everyone. No nonessential travel occurs, employees are working from home as required under lock-down laws and where practicable, increased hygiene and physical distancing are mandatory across our workplaces and self-isolation is enforced when appropriate. Pre-flight and pre-shift screening occurs, and, where required, on-site isolation takes place.

Since the pandemic began, the Board has quickly adapted and has held several unscheduled Board meetings via video conference and participated in virtual site visits, specifically to receive regular updates on management's response to COVID-19, oversee pandemic response plans and consider business-critical issues.

The Executive Leadership Team also host regular calls on the Company's response to COVID-19, answering employee questions and helping the Company stay connected.

In response to the COVID-19 pandemic, the Company launched a range of well-being initiatives and support tools to help its people and their families. This included running a number of health education webinars.

Further details of the Company's response to the COVID-19 pandemic are contained in the Company's Sustainability Report.

6.6 Climate change risk management

The Company is committed to managing the impacts of climate change and supporting the transition towards a lowcarbon economy. The Board recognises that climate change will affect our business both directly and indirectly and may influence how we operate our business in the future.

The process to identify and manage climate-related risks is managed using the Company's ERM Framework.

The Board of Directors oversees climate-related risks covering both threats and opportunities via the Audit and Risk Committee. In addition, the Board considers climate risk in its decision-making process.

The Company anticipates that climate change will affect areas of the Company's operations and strategy to some extent and may influence how the business is managed in the future.

The Board endorsed in 2020, for the first time, a set of business-wide greenhouse gas emission reduction targets. This includes a commitment to being carbon neutral by 2050 and improving production emission efficiency (gold ounces/CO2 t) by 18.6% (on 2013 levels) by 2030. As the Company engages with the United Nations' Science Based Targets Initiative, these targets may vary according to their guidance.

6.7 Internal Audit function

Internal Audit provides independent and objective assurance on the adequacy and effectiveness of the Company's internal control environment, together with recommendations to improve the efficiency of the relevant systems and processes.

The Company has outsourced the Internal Audit function to Deloitte, enabling a balance of external experience and internal knowledge. Deloitte has personnel in the countries in which the Company operates. When conducting internal audit reviews, Deloitte are supported by a combination of internal resources.

Internal Audit operates under a dynamic plan approved annually by the Audit and Risk Committee. Internal Audit has full access to all functions, records, property, and personnel of the Group.

Internal Audit administratively reports to the CFO and has a direct communication line to the Audit and Risk Committee Chairperson. The results of internal audit activities are reported to the Audit and Risk Committee at each meeting.

The Internal Audit function evaluates whether:

• material risks are appropriately identified and managed;
• key internal controls are both designed and operating effectively;
• resources are adequately protected;
• controls are effective to recognise and address significant legislative or regulatory issues impacting us;
• the requirements set out in policies, standards and authorities are met; and
• whether there is any evidence of systemic weakness in the Group's framework of risk management and internal control.

7. Commitment to shareholders

7.1 Shareholder and investor engagement

The Company values and facilitates two-way dialogue with shareholders and investors and is committed to ensuring that shareholders have access to accurate, timely and effective information about the Company and its governance both through its website and other communication technologies.

The CEO is responsible for shareholder and investor relations activities with the assistance of the CFO and the Company's Investor Relations department. The Chairperson is responsible for engaging with shareholders on Board, governance and remuneration matters.

The Company has an active investor relations program to facilitate effective two-way communication with investors. This includes communicating through several channels and technologies to allow shareholders to participate in shareholder meetings and to have their enquiries heard.

The Company also hosts briefings for institutional investors and analysts to discuss information already released to the market via ASX and provide background information to assist analysts and institutions in understanding the Company's business.

Before delivering any new and substantive investor or analyst presentations, the Company releases a copy of the presentation materials to ASX.

The Company aims to ensure that shareholders are provided with all information necessary to assess the Company's performance. The Company follows the principles of continuous disclosure to ensure all investors are fully informed on the Company's activities.

All market announcements are posted on the Company's website as soon as practicable after being released to the market.

7.2 Website

Ready access to information about the Company and all relevant corporate governance information is available via the Company's website at www.stbarbara.com.au

The Company publishes its ASX announcements, annual and half-year results presentations, financial statements, investor presentations, media releases, key dates, dividends, and other communications material on the Company's website at www.stbarbara.com.au/investors/

7.3 Continuous and periodic disclosure

The Company is committed to providing shareholders and the market with equal and timely access to material information concerning the Company in a factual, clear and balanced way.

The Company has adopted a Continuous Disclosure and External Communications Policy, which sets out how it complies with its disclosure obligations under Corporations Act 2001 (Cth) and the ASX Listing Rules.

The Board considers potential disclosure issues at each of its meetings.

The CEO and the CFO are responsible for overseeing and coordinating the disclosure of information to the media, analysts, brokers, and shareholders. The General Counsel and Company Secretary is responsible for communication with ASX.

The Managing Director is responsible for ensuring that all employees are aware of their obligation to bring pricesensitive matters to management's attention and safeguard corporate information confidentiality to avoid the need for premature disclosure.

All market-sensitive information is first notified to ASX and then promptly placed on the Company's website following receipt of confirmation from ASX. Before delivering any new and substantive investor or analyst presentations, the Company releases a copy of the presentation materials to ASX.

Key periodic shareholder communications include the Company's Annual Report, its full-year and half-year financial results and its quarterly mining activities report.

Copies of the final versions of all material ASX announcements are provided to the Board promptly after those announcements have been made.

The Continuous Disclosure and External Communications Policy is available on the Company's website.

7.4 Electronic communications

The Company also gives shareholders the option to receive communications from, and send communications to, the Company and its Share Registry, Computershare Limited (Share Registry), electronically.

The Company's Share Registry also allows shareholders to register to receive alerts on any Company ASX Announcements.

7.5 Annual General Meetings

The Board regards the Company's Annual General Meeting (AGM) as an important opportunity to communicate with shareholders and encourages shareholders to attend the AGM and participate by exercising their voting rights and asking the Board questions.

The Board also encourages shareholders to submit any questions about the Company's performance so that these can be addressed before or at the AGM.

The Company's 2021 AGM will be held on 27 October 2021 in Perth, Western Australia. For this AGM, the Company has determined that a hybrid AGM will be held, enabling shareholders to participate via audio facilities. This improves access and participation for those who cannot attend in person.

All the directors are expected to attend the shareholder meetings, (either in-person or by phone) subject to any public gathering restrictions that may be in place at the time.

All substantive resolutions at shareholder meetings are decided by a poll rather than a show of hands.

7.6 Dividends payable to shareholders

Declaration of any dividend is at the Board's discretion. Subject to future business conditions, available profits, franking credits and the financial position of the Company.

The Company maintains and active Dividend Reinvestment Plan, whereby shareholders may elect to have all or parts of their dividend entitlements satisfied by the issue of new ordinary shares instead of receiving cash.

Further details on the Dividends paid are set out the Company's FY21 Annual Report.

Additional information

Company directory

St Barbara Limited – ABN 36 009 165 066 Head Office - Level 10, 432 St Kilda Road, Melbourne, Victoria, Australia 3004 Telephone: +613 8660 1900

General Enquiries

Website: www.stbarbara.com.au Email: investor.relations@stbarbara.com.au

Share Registrar

Computershare Investor Services Pty Limited manages the Company's share register.

Telephone: Australia: 1300 558 062 International: (+61 3) 9415 4631 web.queries@computershare.com.au Telephone: +613 9415 4356 or 1300 653 935 (Australia only) Facsimile: +613 9473 2500

Acknowledgement of Country

We at St Barbara acknowledge the First Nations people of the ancestral lands on which we operate in Australia, Canada and Papua New Guinea. We pay our respects to all First Nations people, and to Elders past, present, and emerging.

We recognise the unique cultural heritage, beliefs and connection to these lands, waters and communities held by First Nations people. We also recognise the importance of the continued protection and preservation of cultural, spiritual and educational practices.

Because we value treating all people with respect, we are committed to building successful and mutually beneficial relationships with the First Nations peoples throughout our areas of operation.