Energy Transition Minerals : Corporate Governance Statement 2024

Principle

ASX Recommendation

Conform

(Y/N)

Disclosure

• (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

• (c) disclose in relation to each reporting period:

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

  • 2) the entity's progress towards achieving those objectives; and

  • 3) either:

    • A. 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

    • B. 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.3

The positions held by women in the Company (including subsidiaries) at 31 December 2023 include 2 corporate positions, approximately 22% of all staff are women.

The Company is not a 'relevant employer' under the Workplace Gender Equality Act 2012 (Cth).

Given the Company's current size and relatively low number of employees, the Company to date has not implemented a monitoring and evaluation policy to assess the Company's measurable objectives in all relevant areas of the business around diversity.

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

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

• 1.6(a) - Y

• 1.6(b) -N

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. The Board reviews the

Principle

ASX Recommendation

Conform

(Y/N)

Disclosure

undertaken in the reporting period in accordance with that process.

performance of management, Directors, and the Board as a whole, in the normal course of events.

1.7

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

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

• 1.7(a) - Y

• 1.7(b) - N

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

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

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 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 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

• 2.1(a) - N

• 2.1(b) - Y

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 Chair and the Managing Director. The candidate is 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 the 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.

Principle

ASX Recommendation

Conform

(Y/N)

Disclosure

Mr Mark Saxon - Non-executive Director

Mr Mark Saxon has been a director since 24 August 2022. The Board (excluding Mr Saxon) considers Mr Saxon to be independent as Mr Saxon holds a less than substantial number of shares in the Company and has not been involved in the day-today management of the Company or held an executive position with the Company within the last 3 years.

Mr Aris Stamoulis - Non-executive Director

Mr Aris Stamoulis has been a director since 12 March 2024. The Board (excluding Mr Stamoulis) considers Mr Stamoulis to be independent as Mr Stamoulis does not hold shares in the Company and has not been involved in the day-today management of the Company or held an executive position with the Company within the last 3 years.

2.4

A majority of the board of a listed entity should be independent directors.

Y

The Board comprises a majority of "independent directors".

There are currently three directors who satisfy the criteria for independence for the purposes of ASX Recommendation 2.3, being Ms Sara Kelly, Mr Mark Saxon and Mr Aris Stamoulis.

2.5

The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.

Y

The Chair of the Company, Ms Sara Kelly, is an independent director in accordance with the criteria for independence as outlined in ASX Recommendation 2.3. Daniel Mamadou Blanco is the Company's Managing Director.

2.6

A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively.

Y

New Directors are provided with a comprehensive welcome pack, introduced to the staff, and given a thorough explanation of the Company's affairs and procedures.

The Directors are from diverse backgrounds and have developed varied personal experiences that add to the combined skill base of the Board. The Board seeks to ensure that all of its members understand the Company's operations and encourages direct interaction with senior management when required. Directors are encouraged t o attend on behalf of the Company and otherwise, technical and commercial seminars and industry conferences which enable them to maintain their understanding of industry matters and technical advancements.

Principle

ASX Recommendation

Conform

(Y/N)

Disclosure

Principle 3: Instill a culture of acting lawfully, ethically and responsibly

3.1

A listed entity should articulate and disclose its values.

Y

The Board has adopted a Values Statement (Statement of Values), the values apply to the Company and all subsidiaries and are a minimum standard of behaviour that is expected from the Company's directors, senior executives and employees.

Energy Transition Minerals Ltd core values are to:

• • act honestly, ethically and responsibly at all times;

• • strive to meet the expectations of stakeholders;

• • operate in a socially and environmentally responsible manner;

• • be respectful of all stakeholders; and

• • support the individual's plan for growth and development of employees.

A copy of the Company's Statement of Values is available on the Company's website.

Corporate Governance (etransmin.com)

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 board or a committee of the board is informed of any material breaches of that code.

Y

The Board has established a Directors' Code of Conduct and a Code of Business Conduct (together, the "Codes"). The Codes aim to develop a consistent understanding of, and approach to, the desired standards of conduct and behaviour which the directors, officers, managers, employees, and consultants of the Company are expected to comply. The Board believes that the success of the Company has been and will continue to be, enhanced by a strong ethical culture within the organization.

The Codes sets out the Company's policies on various matters, including the following:

• • conflicts of interest - in accordance with the Corporations Act 2001 (Cth) ("Corporations Act") and the Constitution, each Director is required to keep the Board advised, on an ongoing basis, of any interest that could potentially conflict with those of the Company, and where the Board believes a significant conflict exists, the Director concerned will not receive the relevant papers and will not be present at the Board meeting whilst the matter is being considered;

• • dealings with the Company's assets and property;

• • health, safety and environment;

• • employment practices; and

Principle

ASX Recommendation

Conform

(Y/N)

Disclosure

• • gifts and entertainment.

The Codes also outline the procedure for reporting any breaches of the Codes and the possible disciplinary action the Company may take in respect of any breaches.

In addition to their obligations under the Corporations Act in relation to inside information, all directors, employees, and consultants have a duty of confidentiality to the Company in relation to confidential information they possess.

In fulfilling their duties, each director dealing with corporate governance matters may obtain independent professional advice at the Company's expense, subject to prior approval of the Chair, whose approval will not be unreasonably withheld.

Copies of the Codes are available at:Corporate Governance (etransmin.com)

3.3

A listed entity should:

• (a) have and disclose a whistleblower policy; and

• (b) ensure the board or a committee of the board is informed of any material incidents reported under that policy.

Y

The Company has implemented a Whistleblower Protection Policy (Whistleblower Policy), the Policy supplements the Company's Code of Conduct and Risk Management Policies. The aim of the Whistleblower Policy is to encourage staff to report any behaviour they suspect to be in breach of the Company's Code of Conduct, any other Company's policies, or unethical or illegal activities. The Whistleblower Policy provides the following guidance:

• • the types of matters that are reportable under the Policy;

• • how a report should be made and who a report should be made to;

• • how the report will be investigated; and

• • protections provided to the Whistleblower.

A copy of the Whistleblower Policy is available at:Corporate Governance (etransmin.com)

3.4

A listed entity should:

• (a) have and disclose an anti-bribery and corruption policy; and,

• (b) ensure that the board or a committee of the board is informed of any material breaches of the policy.

Y

The Company has implemented an Anti-bribery and Corruption Policy, the Policy supplements the Company's Code of Conduct and Risk Management Policies and other relevant policies and codes. The aim the policy is to:

• • ensure all Staff comply with applicable laws relating to anti-bribery and corruption;

• • provide guidelines for the handling of gifts, hospitality and sponsored travel;

• • protect the Company from any perception of or actual misconduct and to ensure the Company maintains the highest standards of ethical and legitimate business practices.

Principle

ASX Recommendation

Conform

(Y/N)

Disclosure

A copy of the Anti-bribery and Corruption policy is available at:Corporate Governance(etransmin.com)

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 non-executive directors and a majority of whom are independent directors; and

  • 2) is chaired by an independent director, who is not the chair of the board,

  and disclose:

  • 3) the charter of the committee;

  • 4) the relevant qualifications and experience of the members of the committee; and

  • 5) in relation to each reporting period, the number of times the committee met throughout the period

  • 6) and the individual attendances of the members at those meetings; or

• (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.

• 4.1(a) - N

• 4.1(b) - Y

The Company does not have a separate audit committee. In March this year, the Board resolved to undertake the obligations and duties of the audit committee.

The Board comprises of four Non-Executive Directors (three of which are considered independent) and an Executive Director. The full Board sit as the audit committee when reviewing the half year and annual accounts and considering the auditors reports.

In its role of the audit committee, the Board also:

• • considers the effectiveness of management information systems and internal control procedures;

• • considers the efficiency and effectiveness of the external audit function; and

• • reviews the Company's Corporate Governance and Risk Management processes to ensure they are effective and meet the expected requirements of a listed public company of the size and nature of Energy Transition Minerals Ltd.

The Board considers that, given the current size and scope of the Company's operations and that only one Director holds an executive position in the Company, efficiencies or other benefits would not be gained by establishing a separate audit committee at present.

As the Company's operations grow and evolve, the Board will reconsider the appropriateness of forming a separate audit committee.

Details relating to the number of audit committee meetings and the attendance at the meetings held in 2023, are included in the Company's Annual Report.