Geopacific Resources : Corporate Governance Statement - 2021

GEOPACIFIC RESOURCES LIMITED

ACN 003 208 393 and controlled entities

ASX code: GPR

2021 Corporate Governance Statement

GEOPACIFIC RESOURCES LIMITED CORPORATE GOVERNANCE STATEMENT 2021

This Corporate Governance Statement relates to the reporting period 1 January to 31 December 2021 and was reviewed and approved by the Board of Directors.

The Statement sets out the key features of the corporate governance framework that Geopacific

Resources Limited (Geopacific or the Company) has established. The Company's corporate governance practices reflect the commitment of the Board of Directors to implement the highest standards of ethics, integrity, legal and statutory compliance.

In establishing the corporate governance framework of the Company, the Board has adopted, where appropriate, practices consistent with the ASX Corporate Governance Council's Principles and

Recommendations (4th Edition) which came into effect for financial years commencing on or after 1 January 2020.

Where after consideration, the Company's corporate governance practices depart from the recommendations, this statement provides an explanation for the adoption of an alternative practice in compliance with the "if not, why not" reporting regime. All practices, unless otherwise stated, were in place for the entire reporting period ended 31 December 2021.

All Policies and Charters referred to in this Statement are available in the Corporate Governance page on the Company's websitewww.geopacific.com.au.

PRINCIPLE 1: LAY SOLID FOUNDATIONS 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.

The Board is responsible for the overall performance of the Company, monitoring financial performance, reviewing and monitoring systems of risk management and internal control, overseeing the corporate governance of the Company and monitoring the implementation of the Company's code of conduct, policies and charters that reflect the values of the Company and guide the conduct of its Directors and employees.

The Chief Executive Officer (CEO), supported by Senior Management, is responsible for the management of the day-to-day activities of the Company and in addition is responsible for advancing the strategic direction of the Company as set and monitored by the Board.

The Company has established respective roles and responsibilities of its Board and Management, including matters expressly reserved to the Board and those delegated to Management. The roles and responsibilities of the Board and Management are further described and documented in the Company's

Board Charter.

A listed entity should:

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

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

The Company undertakes appropriate background checks before appointing a person or putting forward to security holders a candidate for election, as a director.

A profile of each Director is included in the Company's Annual Report and the Company ensures that all information in its possession relevant to a Shareholder's decision on whether to elect or re-elect a Director is provided in the relevant Notice of Meeting. This recommendation is adopted in section 2.2 of the Company's Board Charter.

Recommendation 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 the Company have entered into written agreements. Directors and Senior Executives are provided with a formal letter of appointment that sets out the terms and conditions of their appointment including their duties, rights and responsibilities.

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.

The Company Secretary is appointed by the Board and has a dual reporting function to the CEO and the Board. The Company Secretary has a direct line of communication with the Chairman and all Directors on all matters to do with the functioning of the Board. The responsibilities of the Company Secretary are outlined in the Company's Board Charter.

Recommendation 1.5

A listed entity should:

• (a) have and disclose a diversity policy;

• (b) through its board or a relevant committee of the board to set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and

• (c) disclose in each reporting period:

  • (1) the measurable objectives set for the period to achieve gender diversity;

  • (2) the entities progress towards achieving those objectives; and ; either:

    • (i) the respective proportions of men and women on the board, in senior executive positions and across the workforce (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 and published under the Act.

The Company's Diversity Policy is applicable to all Company Directors, Officers and employees and includes, but is not limited to, factors such as gender, age and ethnicity.

The Diversity Policy provides the opportunity for the Board and relevant Committees to set measurable objectives for achieving gender diversity and to annually assess the objectives and progress in achieving those objectives for the Board, Senior Executives and the workforce. During the reporting period, no measurable objectives were set. The Board considered it to be impractical during the financing and project development phase to set measurable objectives for gender diversity.

The proportion of women on the Board, in Senior Executive positions and across the whole organisation as at 31 December 2021 are displayed in the table below:

Category	Proportion of Women
By Number	By Percentage
Whole Organisation	40 out of 202	20%
Senior Executive Positions	1 out of 4	25%
Board	0 out of 4	0%

A Senior Executive comprises the senior management team and is delegated tasks by the CEO to whom they report to directly. A Senior Executive has authority to materially influence the strategy, direction and operation of the Company's performance.

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 has been undertaken in accordance with that process during or in respect of that period.

The process of periodic evaluation of the Board, Sub-Committees and Individual Directors is outlined in the Company's Board Charter.

The Board arranges for a performance evaluation of itself, its Committees and Individual Directors to be conducted on an annual basis. The review is based on the achievement of key goals for the Board. The goals are based on key corporate requirements and any areas for improvement that may be identified.

The Board considers the outcomes of the reviews in a board meeting forum with the objective of establishing the key improvement initiatives for the forthcoming 12-month period. It is the Chairman's role to provide each Director with confidential feedback on his or her performance.

A Board performance evaluation for the 2021 reporting period has not yet been conducted.

A listed entity should:

• (a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and

  Name	Nomination Committee Role	Board Role
  Ian Murray	Chair	Independent Non-Executive Director
  Ian Clyne Member Executive Chairman
  Sir Charles Lepani*	Member	Independent Non-Executive Director

• (b) disclose for each reporting period, whether a performance evaluation was undertaken in accordance with that process during or in respect of that period.

The process of periodic evaluation of Senior Executives is disclosed in the Company's Board Charter.

All Senior Executives of the Company are subject to an annual performance evaluation. Senior Executives (including the Chief Executive Officer) have a set of performance targets which are set by the Board, that are designed to align to the creation of sustained shareholder value.

An informal assessment of progress was carried out throughout the year and a formal evaluation of performance against the agreed targets takes place annually. The formal evaluation occurs in conjunction with goal setting for the next reporting period.

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;

  • (iii) and disclose:

    • i. the charter of the committee;

    • ii. the members of the committee;

    • 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 the fact and the process 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.

During the reporting period the Board agreed to form a sub-committee combining the roles and responsibilities of the Nomination Committee and Remuneration Committee. The Nomination Committee Charter addresses the processes employed to address board succession issues, to ensure an appropriate balance of skills, knowledge, experience, independence and diversity to enable the Board to discharge its duties and responsibilities effectively.

At 31 December 2021, there were three members of the Committee (two of whom were independent including the Chair) following the appointment of an additional member during the 2021 reporting period.

* appointed 3 February 2021.