Artemis Resources : Corporate Governance Statement Update

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CORPORATE GOVERNANCE STATEMENT

The Artemis Resources Limited group ("Artemis"), through its board and executives, recognises the need to establish and maintain corporate governance policies and practices that reflect the requirements of the market regulators and participants, and the expectations of members and others who deal with Artemis. These policies and practices remain under constant review as the corporate governance environment and good practices evolve.

ASX Corporate Governance Principles and Recommendations

The Artemis Board has set out in this Statement its report against the fourth edition of ASX Corporate Governance Council Principles and Recommendations (the Principles). This Corporate Governance Statement is dated and was approved by the board on 12 July 2022.

Where Artemis' processes do not fit the model of the ASX Corporate Governance Principles and Recommendations, the board believes that there are good reasons for the different approach being adopted. Variations to principles are primarily due to having limited personnel and being a growing company. Reporting against the 8 Principles, we advise as follows:

Principle 1: Lay solid foundations for management and oversight

1.1 A listed entity should disclose:

1. 1. The respective roles and responsibilities of the board and management
   2. those matters expressly reserved to the board and those delegated to management. The primary responsibilities of Artemis' board include:
2. the establishment of long term goals of the company to deliver value to its shareholders and strategic plans to achieve those goals;
3. the review and adoption of the annual business plan for the financial performance of the company and monitoring the results on a monthly basis;
4. the appointment of the Chief Executive Officer/General Manager/Managing Director, where appropriate;
5. ensuring that the company has implemented adequate systems of internal control together with appropriate monitoring of compliance activities including compliance with ASX and AIM rules;
6. the approval of the annual and half-yearly statutory accounts and reports; and
7. Defining corporate governance arrangements to achieve the Company's goals, under clear leadership by the chair

The board meets on a regular basis to review the performance of the company against its goals both financial and non-financial. In normal circumstances, prior to the scheduled board meeting, each board member is provided with a formal board package containing appropriate management and financial reports.

Given the small size of the Company the role of Managing Director is currently performed by an Executive Director. The Chief Financial Officer is also an Executive Director on the Board. Where other executive roles are filled from time to time a letter of appointment containing a job description is given to the appointee and these are updated at least annually or as required.

The primary responsibilities of senior management are:

1. Achieve Artemis' objectives as established by the Board from time to time;

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CORPORATE GOVERNANCE STATEMENT

1. Operate the business within the cost budget set by the Board;
2. Assess new business opportunities of potential benefit to the Company;
3. Ensure appropriate risk management practices and policies are in place;
4. Ensure that Artemis' appointees work with an appropriate Code of Conduct and Ethics; and
5. Ensure that Artemis appointees are supported, developed and rewarded to the appropriate professional standards.

1.2 A listed entity should:

1. undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election as a director; and
2. provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.

The board of Artemis undertakes appropriate checks prior to appointing a person, or putting a person forward to shareholders as a candidate for election as a director. These include checks as to the person's character, experience, education, criminal record and bankruptcy history.

Additionally, as an AIM quoted company, the Company's Nominated Adviser performs certain due diligence on all new directors appointed to the Board.

Information about a candidate standing for election or re-election as a director will be provided to shareholders to enable them to make an informed decision on whether or not to elect or re-elect the candidate. This information may include:

• biographical details, including relevant qualifications, experience and skills;
• details of other material directorships;
• a statement regarding whether the director qualifies as independent;
• any material adverse information or potential conflicts of interest, position or association;
• the term of office currently served (for directors standing for re-election); and
• a statement whether the board supports the election or re-election of the candidate.

1.3 A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.

All directors and senior executives of Artemis have a written agreement with the Company setting out the terms of their appointment.

1.4 The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.

The Company Secretary of Artemis is accountable to the board on all governance matters and reports directly to the Chairman as the representative of the board.

The Company Secretary is appointed and dismissed by the board.

The Company Secretary's advice and services are available to all directors.

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CORPORATE GOVERNANCE STATEMENT

1.5 A listed entity should:

1. have and disclose a diversity policy;

1. through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and
2. disclose in relation to each reporting period:
3. 1. the measurable objectives set for that period to achieve gender diversity;
   2. the entity's progress towards achieving those objectives; and
   3. either:
   4. 1. the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined "senior executive" for these purposes); or
      2. if the entity is a "relevant employer" under the Workplace Gender Equality Act, the entity's most recent "Gender Equality Indicators", as defined in and published under that Act.

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

As set out in its Code of Ethical Business Conduct, Artemis is committed to developing, maintaining and supporting a diverse workforce. The Company has adopted a Diversity and Equal Opportunity Policy in relation to gender diversity and equal opportunity, a copy of which is included on the Corporate Governance page of the Company's website:

https://artemisresources.com.au/company/#company-governance

Given the current small number of total employees of the Company, specific measurable objectives for achieving gender diversity have not yet been set by the board. The board will set such objectives at a time when the Company employs sufficient employees to enable relevant and meaningful measurable gender diversity objectives to be achieved in conjunction with the Company's overall objectives.

The proportion of women on the board, women in senior executive positions and women employees (including contractors) in the whole organisation as at reporting date was as follows:

		Senior executive
Gender	Board	positions	Whole organisation
Total employees and board
members	7	1	15
No of women	1	Nil	3
% women	14%	Nil	20%

A "senior executive" is a member of the Company's Key Management Personnel, as defined by the Corporations Act, excluding Non-executive directors (who are included in the "Board" statistics).

1.6 A listed entity should:

1. have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and

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CORPORATE GOVERNANCE STATEMENT

1. disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

The Board undertakes an annual performance evaluation of itself that:

• compares the performance of the Board with the requirements of its Charter; and
• effects any improvements to the Board Charter deemed necessary or desirable.

The Artemis board has seven board members, who are in regular contact with each other as they deal with matters relating to Artemis' business. The board uses a personal evaluation process to review the performance of directors, and at appropriate times the Chairman takes the opportunity to discuss Board performance with individual directors and to give them his own personal assessment. The Chairman also welcomes advice from Directors relating to his own personal performance. The Remuneration Committee determines whether any external advice or training is required.

1.7 A listed entity should:

1. have and disclose a process for periodically evaluating the performance of its senior executives; and
2. disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

The performance of all senior executives and appointees is reviewed at least once a year. The performance of the Executive Directors is reviewed by the Chairman on an annual basis, and the performance of other senior executives is reviewed by the Chairman, in conjunction with the board's Remuneration and Nominations Committee. They are assessed against personal and Company Key Performance Indicators established from time to time as appropriate for Artemis.

The Artemis Corporate Governance Charter is available on the Artemis web site, and includes sections that provide a board charter. The Artemis board reviews its charter when it considers changes are required.

Principle 2: Structure the Board to add value

2.1 The board of a listed entity should:

1. have a nomination committee which;
2. 1. has at least three members, a majority of whom are independent directors; and
   2. is chaired by an independent director; and disclose
   3. the charter of the committee
   4. the members of the committee; and
   5. as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meeting; or
3. if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.

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CORPORATE GOVERNANCE STATEMENT

The Board has a Remuneration and Nominations Committee. The Committee has three members, all non- executive independent directors. Current members are Mark Potter (Chairman), Vivienne Powe, Simon Dominy and Daniel Smith.

The Company considers all of its non-executive directors to be independent under ASX Corporate Governance Principles and Recommendations, thereby complying with recommendation 2.1.

However, given the Company is AIM listed, for disclosure, under the QCA Corporate Governance Code's recognition of independent directors, the nomination committee only comprises of two independent directors, being Vivienne Powe and Simon Dominy. Further details are set out in 2.3 below.

The Board has a Charter for the Remuneration and Nominations Committee which can be reviewed on its website at: https://artemisresources.com.au/company/#company-governance

New directors are selected after consultation of all board members and their appointment voted on by the board. Each year, in addition to any board members appointed to fill casual vacancies during the year, one third of directors retire by rotation and are subject to re-election by shareholders at the Annual General Meeting.

The number of times the committee meets is disclosed in the annual report.

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

During the 2022 financial year, the Artemis board conducted a governance skills review regarding the skills, knowledge and experience of the current board. The skills matrix is set out in the table below.

	Chairman	Executive Director -	Non-executive	Executive Director -
		Geology	directors	CFO
Skills and	Board	Project	Strategic business	Financial planning
Experience	leadership,	identification and	development;	and analysis,
	Strategy	acquisition,	corporate	technical
	Developme	exploration,	governance,	accounting skills,
	nt and	feasibility studies,	capital markets,	financial reporting,
	Implementa	management of	project	business
	tion; Project	exploration projects,	identification,	intelligence, risk
	Acquisition;	capital raising	financial reporting.	assessment,
	Capital		Geological and/or	governance
	Raising;		Mining experience.
	Corporate
	Governance

The Artemis board has determined that any addition to board membership must be independent of shareholders and management.

2.3 A listed entity should disclose:

1. the names of the directors considered by the board to be independent directors;
2. if a director has an interest, position, association or relationship of the type described in Box 2.3 of the Principles but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and
3. the length of service of each director.