Energy Transition Minerals : Corporate Governance Statement 2023

Corporate Governance Statement

Overview

The Board of Directors ("the Board") of Energy Transition Minerals Ltd ("the Company") is responsible for the overall corporate governance of the Company, and it recognises the need for the highest standards of ethical behaviour and accountability. It is committed to administering its corporate governance structures to promote integrity and responsible decision making.

Accordingly, the Company has, where appropriate, sought to adopt the 'Corporate Governance Principles and Recommendations' (Forth Edition) ("Recommendations") published by the ASX Corporate Governance Council.

The corporate governance principles and recommendations adopted by the Company may depart from those generally applicable to ASX-listed companies under ASX Recommendations where the Board considers compliance is not appropriate having regard to the nature and size of the Company's business.

The Company sets out below its "if not why not" report in relation to those matters of corporate governance where the Company's practice departs from the ASX Recommendations to the extent that they are currently applicable to the Company. This statement is current as at 28 March 2023 and has been approved by the Board.

ASX Corporate Governance Principles and Recommendations

Principle 1: Lay a solid foundation for management and oversight

Recommendation 1.1

A listed entity should disclose:

• (a) the respective roles and responsibilities of its board and management; and

• (b) those matters expressly reserved to the board and those delegated to management.

Compliance with ASX Recommendation: followed

The Company has adopted a Board Charter a copy of the Board Charter is available at:CorporateGovernance (etransmin.com)

Under the board charter, the Board is responsible for the overall operation and stewardship of the Company and its subsidiaries and, in particular, is responsible for:

• • approving the strategic direction of the Company, establishing goals to ensure that these strategic objectives are met and monitoring the performance of management against these goals and objectives and ensuring there are adequate resources available to meet the

  Company's objectives;

• • appointing the managing director and company secretary of the Company;

• • evaluating the performance and determining the remuneration of senior executives, and ensuring that appropriate policies and procedures are in place for recruitment, training, remuneration and succession planning;

• • approving and monitoring financial reporting and capital management;

• • ensuring that adequate risk management procedures exist and are being complied with;

• • ensuring that the Company has appropriate corporate governance structures in place, including standards of ethical behaviour and a culture of corporate and social responsibility;

• • ensuring that the Board is and remains appropriately skilled to meet the changing needs of the Company; and

• • ensuring procedures are in place for ensuring the Company's compliance with the law.

The Board meets on a regular basis to review the Company's performance against its goals both financial and non-financial.

The responsibilities of Senior Management including the Managing Director are set out in their respective job descriptions.

Recommendation 1.2

A listed entity should:

• (a) undertake appropriate checks before appointing a director or senior executive, or putting forward to security holders a candidate for election, as a director; and

• (b) provide security holders with all material information relevant to a decision on whether or not to elect or re-elect a director.

Compliance with ASX Recommendation: followed

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

As a matter of practice, the Company includes in its notices of meeting a brief biography of each Director who stands for election or re-election. The biography sets out:

• • the relevant qualifications and professional experience of the director;

• • details of directorships with other listed companies;

• • any material conflicts of interest or other adverse information;

• • a statement regarding whether the director meets the criteria to be considered independent;

• • a statement whether the remainder of the board supports the election or re-election of the candidate.

Recommendation 1.3

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

Compliance with ASX Recommendation: followed

The Company seeks to engage or employ its directors and other senior executives under written agreements setting out key terms and otherwise governing their engagement or employment by the Company.

The Company's Managing Director and all other senior Executives are employed pursuant to a written employment agreement with the Company and each Non-Executive Director is engaged under a letter of engagement.

Recommendation 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.

Compliance with ASX Recommendation: followed

In accordance with the Board Charter, the Company Secretary reports directly, and is accountable, to the Board through the Chairman in relation to all governance matters.

The Company Secretary advises and supports the Board members on general governance matters, implements adopted governance procedures, and coordinates circulation of meeting agendas and papers.

Recommendation 1.5

A listed entity should:

• (a) have and disclose a diversity policy;

• (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity's progress in achieving them;

• (c) disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity's diversity policy and its progress towards achieving them, and either:

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

  • (ii) 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.

Compliance with ASX Recommendation: followed

The Company's recruitment policy is merit based. The most appropriate person for the position is employed regardless of gender, age, ethnicity and cultural background. The Company's Diversity

policy is on the Company's website:Corporate Governance (etransmin.com)

The positions held by women in the Company (including subsidiaries) at 31 December 2022 include three corporate positions, approximately 26% of all staff are women.

The Company is not a 'relevant employer' under the Workplace Gender Equality Act.

Taking into consideration the Company's current size and relatively low number of employees, t he

Company to date has not implemented a monitoring and evaluation policy to assess the Company's measurable objectives in the area of diversity, in all relevant areas of the business.

The Directors are aware of their responsibility to the community, the staff and the Company.

Recommendation 1.6

A listed entity should:

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

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

Compliance with ASX Recommendation: followed

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 small size of the Board and the nature of the Company's activities make the establishment of a formal performance evaluation at the present time unnecessary. Performance evaluation is a discretionary matter for consideration by the entire Board and in the normal course of events the Board reviews performance of the management, Directors and the Board as a whole.

Recommendation 1.7

A listed entity should:

• (a) have and disclose a process for periodically evaluating the performance of its senior executives; and

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

Compliance with ASX Recommendation: followed

The Company has a process for evaluation of its key executives.

As with evaluation of Directors, performance evaluation for key executives is a discretionary matter for consideration by the entire Board and in the normal course of events the Board reviews the performance of the executives and management as a whole.

Principle 2: Structure the Board to add value

Recommendation 2.1

The board of a listed entity should:

• (a) have a nomination committee which:

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

  • (ii) is chaired by an independent director,

    and disclose:

    • (i) the charter of the committee;

    • (ii) the members of the committee; and

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

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

Compliance with ASX Recommendation: 2.1(a) not followed, 2.1(b) followed

The Company does not have a nomination committee.

The full Board, considers the matters and issues that would otherwise be addressed by a nomination committee.

Under the Board Charter, candidacy for the Board is based on merit against objective criteria with a view to maintaining an appropriate balance of skills and experience. As a matter of practise, candidates for the office of Director are individually assessed by the Chairman and the Managing Director then considered by the entire Board, before appointment or nomination to ensure that they possess the relevant skills, experience or other qualities considered appropriate and necessary to provide value and assist in advancement of the Company's operations.

The Board considers that, given the current size and scope of the Company's operations, efficiencies or other benefits would not be gained by establishing a separate nomination committee.

The Board would reconsider the requirement for, and benefits of, a separate nomination committee as the Company's operations grow.

Recommendation 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 membership.