Centaurus Metals : Corporate Governance Statement & Appendix 4G

AUSTRALIAN SECURITIES EXCHANGE ANNOUNCEMENT

19 April 2022

-ENDS-
For further enquiries please contact:	Authorised for release by:
John Westdorp	The Board
Company Secretary	Centaurus Metals Ltd
Centaurus Metals Limited
T: [phone]

Corporate Governance Statement and Appendix 4G

The Company attaches its Corporate Governance Statement and Appendix 4G for the period ended 31 December 2021.

Australian Office Centaurus Metals Limited Level 3, 10 Outram St West Perth WA 6005 AUSTRALIA

Brazilian Office

Centaurus Brasil Mineração Ltda Avenida Barão Homem de Melo, 4391 Salas 606 e 607 - Estoril

CEP: 30.494.275, Belo Horizonte MG BRAZIL

ASX: CTM

ACN 009 468 [e-mail]:: [phone]

This statement outlines the Corporate Governance Practices adopted by the Board of Directors for the financial year ended 31 December 2021 and describes how Centaurus Metals Limited (the Company) addresses the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations - 4th Edition. This statement is current as at 19 April 2022 and has been approved by the Board.

In addition to the information contained in this statement, the Company's websitewww.centaurus.com.auhas a dedicated corporate governance section which includes copies of key corporate governance policies adopted by it.

Where the Company's corporate governance practices do not correlate with the ASX Principles and Recommendations, it is because the Board does not consider it practical to implement those recommendations due to the size and stage of development of the Company's operations and the Board's reasoning for any departure is explained. As the Company's activities develop in size, nature and scope the implementation of additional corporate governance structures will be given further consideration.

1 1.1

Principle 1: Lay solid foundations for management and oversight

A listed entity should disclose the respective roles and responsibilities of its board and management and those matters expressly reserved to the board and those delegated to management

The primary responsibility of the Board is to represent and advance shareholders' interests and to protect the interests of all stakeholders. To fulfill this role the Board is responsible for the overall corporate governance of the Company including its strategic direction, establishing goals for management and monitoring the achievement of these goals.

The responsibilities of the Board include:

•  approving the Company's strategy, business plans and policies;

•  approving and monitoring the progress of major capital expenditure, capital management and capital raising initiatives, and acquisitions and divestments;

•  monitoring the Company's performance in delivering its strategic plans;

•  monitoring financial performance and approving the annual and half-year financial reports;

•  appointing, re-appointing or removing the Company's external auditors;

•  approving the Company's system of corporate governance, including formation of Board Committees and the terms of applicable governing charters, and monitoring their effectiveness;

•  determining the size, composition and structure of the Board, and processes for evaluating its performance;

•  approving the overall remuneration policy, including remuneration for non-executive Directors, executive Directors and senior executives;

•  appointment, performance assessment, determining remuneration and, if necessary, removal of the Managing Director;

•  approving and reviewing senior management succession plans and significant changes to the organisational structure;

•  reviewing, approving and monitoring the Company's risk management systems; and

•  enhancing and protecting the reputation of the organisation.

The Board has established functions that are reserved for the Board, as separate from those functions discharged by the Managing Director and senior executives. These functions are summarised in the Company's Board Charter which is available on the Company's website atwww.centaurus.com.au/corporate-governance

• 1.2 A listed entity should carry out appropriate checks of board candidates and provide information to shareholders that is material to their candidacy

  The Board oversees arrangements for the effective appointment of new Directors. When considering the appointment of a new Director, the Board may engage the services of an independent recruitment firm to assist to identify suitable candidates to be shortlisted for consideration for appointment to the Board and to carry out appropriate reference checks before the Board makes an offer to a preferred candidate.

  Newly appointed directors must stand for reappointment at the next subsequent AGM. The Notice of Meeting for the AGM provides shareholders with information about each Director standing for election or re-election including details of relevant skills and experience.

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

  New Directors consent to act as a director and receive a formal letter of appointment which sets out duties and responsibilities, rights, and remuneration entitlements.

  Each Executive is employed under a Service Agreement which sets out the terms on which the Executive is employed including details of the Executive's duties and responsibilities, rights, and remuneration entitlements. The Service Agreement also sets out the circumstances in which the employment of the Executive may be terminated by either the Company or the Executive, including details of the notice periods required to be given by either party, or the amounts payable to the Executive as a consequence of the termination by the Company of the Executive's employment.

• 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's Secretary has a direct reporting line and is accountable to the Chair of the Board.

• 1.5 A listed entity should have a policy concerning diversity and disclose that policy together with measurable objectives for achieving gender diversity and its progress towards achieving those objectives

  The Company's Diversity Policy is set out on the Company's websitewww.centaurus.com.au/corporate-governance.

  Given the size of the Company and the remote location of the Company's mineral projects the Directors do not consider it appropriate to set measurable objectives in relation to diversity. Notwithstanding this the Company strives to provide the best possible opportunities for current and prospective employees of all backgrounds in a manner that best adds to overall shareholder value and which reflects the values, principles and spirit of the Company's Diversity Policy.

  At the end of the 2021 financial year, the Company had a total of 83 part and full time employees, including 14 female employees. The Company's has one female in a senior management position. The Board is pursuing opportunities to improve the gender balance of the Board.

• 1.6 A listed entity should disclose the process for evaluating the performance of the Board, its committees and individual Directors

  The Company's Board Charter sets out the process to undertake an annual performance evaluation of the Board which includes comparing the performance of the Board with the requirements of its Charter.

  For the 2021 financial year there was no formal performance evaluation undertaken. Evaluation of the Board is carried out on a continuing and informal basis. The Company will put a formal process in place as and when the level of operations justifies it.

• 1.7 A listed entity should disclose the process for evaluating the performance of senior executives

  Evaluation of the performance of senior executives was carried out as part of the 2021 performance and remuneration review process. Performance was measured against objectives set under the short and long term incentive plans developed in the prior year.

• 2 Principle 2: Structure the Board to be effective and add value

• 2.1 The Board of a listed entity should establish a nomination committee

  Given the Company's size and the complexity of its affairs, it is not considered necessary to have a separate Nomination Committee. The Board as a whole will identify candidates and assess their skills in deciding whether an individual has the potential to add value to the Company. The Board may also seek independent advice to assist with the identification process.

  In selecting and appointing new Directors the Board undertakes a proper assessment of prospective Directors which includes, but is not limited to, their relevant experience and achievements, compatibility with other Board members, credibility within the Company's scope of activities, and intellectual and physical ability to undertake Board duties and responsibilities.

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

  As a collective, the Board has a significant competency and experience set relevant to the current and future oversight of the Company's business. The table shows the skills and experience currently represented on the Board.

International business		Global political, cultural, regulatory, legal & commercial
exposure		Brazil
Environment Social &		ASX compliance
Governance		Approvals
	Environment
	Governance & internal control
	Health & safety
	Regulatory/government
Financial		Accounting, audit & financial reporting
	Equity capital markets
	Project financing & debt
	Takeover response
	Treasury & funds management
Industry exposure		Mining, including iron ore, base & precious metals and oil
& gas
Legal & commercial		Commercial and contracts
	Legal
	Negotiation
Project development		Engineering & construction
	Transition to operations
	Project financing
Sales & marketing		Mineral commodity sales & marketing
	Nickel sales & marketing
00014655-003

Stakeholder		Public relations/media
management &		Stakeholder relations
communications		Investor relations
Technical		Exploration
	Geology
	Mineral processing
	Nickel mining/processing

• 2.3 A listed entity should disclose whether its Directors are independent

  The Company considers a Director to be independent where they are free of any interest, position, association or relationship that might influence, or reasonably be perceived to influence, in a material respect, his or her capacity to bring an independent judgement to bear on issues before the Board and to act in the best interests of the entity and its security holders generally.

  The Board has adopted a definition of independence based on that set out in Recommendation 2.3 of the ASX Corporate Governance Council Principles and Recommendations. The Board will review the independence of each Director in light of interests disclosed to the Board from time to time.

  Details of the Board of Directors as at the date of this statement, their appointment date and independence status is as follows:

  Director	Appointment Date	Status
  Didier Murcia	16 April 2009	Independent Non-Executive Chair
  Darren Gordon	4 May 2009	Non-Independent Managing Director
  Mark Hancock	23 September 2011	Independent Non-Executive Director - Audit & Risk Committee Chair
  Bruno Scarpelli	3 September 2015	Non-Independent Executive Director
  Chris Banasik	28 February 2019	Independent Non-Executive Director - Remuneration Committee Chair

  The Board has determined that Mr Murcia, Mr Hancock and Mr Banasik are independent Directors as they are not members of management and there is no relationship affecting that status. They are not substantial shareholders, past or present employees, or material professional advisers, consultants, suppliers or customers with or to the Company, nor do they have any material contractual relationship with the Company other than as Directors.

  The Board has determined that Mr Gordon who is the Managing Director and Mr Scarpelli who is an Executive Director are not independent.

• 2.4 A majority of the Board of a listed entity should be independent directors

  The Board at the date of this statement consists of a majority of independent directors. The composition of the Board is presently five Directors, three of whom are Non-Executive and two who are Executive Directors. Of the five Directors, three are independent and two are non-independent.