Battery Minerals : Corporate Governance Statement and Appendix 4G

r personal use only

CORPORATE GOVERNANCE STATEMENT 2022

The Board of Battery Minerals Limited ("Board") is committed to ensuring that the Company's obligations and responsibilities to its various stakeholders are fulfilled through its corporate governance practices. The directors of the Company ("Directors", being either "Non-Executive Directors" or Executive Directors") undertake to perform their duties with honesty, integrity, care and due diligence, to act in good faith in the best interests of the Company in a manner that reflects the highest standards of corporate governance.

The Board is committed to a high standard of corporate governance practices, ensuring that the Company complies with the Corporations Act 2001 (Cth), ASX Listing Rules, Company Constitution and other applicable laws and regulations.

In March 2022, the Board considered and approved amendments to the Company's Corporate Governance Plan in line with the 4th edition of the ASX Corporate Governance Council's Principles and Recommendations, being the latest edition published by the ASX Corporate Governance Council and best practice. The updated Corporate Governance Plan has been up on the Company's website since 22 March 2022.

Corporate Governance Compliance

The Company has followed the 4th edition of the ASX Corporate Governance Council's Principles and Recommendations ("Principles and Recommendations") where the Board has considered the recommendations to be an appropriate benchmark for its corporate governance practices.

Where, after due consideration, the Company's corporate governance practices depart from a recommendation, the Board has offered full disclosure and reason for adoption of its own practice, in compliance with the "if not, why not" regime.

This statement was approved by the Board on 17 March 2022.

only	Principle	ASX Recommendation	Conform	Disclosure
			(Y/N)
Principle 1:	Lay solid foundations for management and oversight
	1.1	A listed entity should have and disclose a board charter	Y	The Board Charter details the functions and responsibilities of the Board and
		setting out:		management, including matters reserved for the Board. The Board Charter is
		a) the respective roles and responsibilities of its board and		included in the Corporate Governance Plan on the Company's website.
			management; and
		b) those matters expressly reserved to the board and
			those delegated to management.
use	1.2	A listed entity should:	Y	The full Board undertakes the duties that fall to the nomination committee under
	a)	undertake appropriate checks before appointing a		the Company's Nomination Committee Charter, which is included in the
		person, or putting forward to security holders a		Corporate Governance Plan on the Company's website.
				The role of the Nomination Committee is to identify and recommend candidates
			candidate for election as a director; and
		b)	provide security holders with all material information in		to fill casual	vacancies and	to determine	the appropriateness of	director
			nominees	for	election to	the	Board. The	Nomination Committee	Charter
			its possession relevant to a decision on whether or not
				requires	the	Board to	make appropriate	background checks	prior to
			to elect or re-elect a Director.
				recommending a candidate for election or re-election as a director. The Board
					must identify and recommend candidates only after considering the necessary
personalr					and desirable competencies of new Board members to ensure the appropriate
				mix of skills and experience and after an assessment of how the candidate can
				contribute to the strategic direction of the Company
				All material information relevant to whether or not to elect or re-elect a director
					is provided to the Company's shareholders as part of the Notice of Meeting and
					explanatory memorandum for the relevant meeting of shareholders which
					addresses the election or re-election of a director.
	1.3	A listed entity should have a written agreement with each	Y	The Remuneration Committee Charter, which is included in the Corporate
		Director and senior executive setting out the terms of their		Governance Plan on the Company's website, requires the Company to have a
		appointment.		written agreement with each Director and senior executive setting out the terms
					of their engagement.
					Each Non-Executive Director has signed a letter of appointment. Each
					Executive Director has signed an executive service agreement.
	1.4	The company secretary of a listed entity should be	Y	The Company Secretary is accountable to the Board, through the Chairman,
		accountable directly to the board, through the chair, on all		on all governance matters and reports directly to the Chairman as the
		matters to do with the proper functioning of the board.		representative of the Board. The Company Secretary has primary responsibility
					for ensuring that the Board processes and procedures run efficiently and
					effectively.
					Details are contained in the Board Charter which is included in the Corporate
					Governance Plan on the Company's website.

r personal use only

Principle	ASX Recommendation		Conform	Disclosure
				(Y/N)
1.5	A listed entity should:		N	The Company has adopted a Diversity Policy which is included in the Corporate
	(a) have and disclose a diversity policy;			Governance Plan on the Company's website. The Company recognises that a
			diverse and talented workforce is a competitive advantage and encourages a
	(b) through its board or a committee	of the board set
		culture that embraces diversity.
	measurable objectives for achieving gender diversity in		The Company does not think that it is appropriate to state measurable
	the composition of its board, senior executives and		objectives for achieving gender diversity due to its size and stage of
	workforce generally; and			development.
	(c) disclose in relation to each reporting period:		The proportion of women employees in the whole organisation is ~20%
	(1)	the measurable objectives set for that period to		(excluding directors).
		There is currently one woman in senior executive positions. There are currently
		achieve gender diversity;
				no women on the Board.
	(2)	the entity's progress towards	achieving those
		The Company was not in the S&P / ASX 300 Index at the commencement of
		objectives; and
				the reporting period.

1. either:
2. 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.

only	Principle	ASX Recommendation	Conform	Disclosure
		(Y/N)
1.6	A listed entity should:	Y	The Board Charter, which is included in the Corporate Governance Plan on
	a) have and disclose a process for periodically evaluating		the Company's website, details the process for evaluating the Board, its
	the performance of the board, its committees and		Committees and individual Directors. The assessment process which may be
		used by the Board is that each director completes a questionnaire relating to
	individual directors; and
		the role, composition, procedures, practices and behaviour of the Board and its
	b) disclose, in relation to each reporting period, whether a
		members. An independent third party consultant may be used to facilitate the
	performance evaluation was undertaken in the reporting
		assessment.
	period in accordance with that process.		Following completion of the acquisition of the Gippsland Prospecting Pty Ltd
use				and TremJones Pty Ltd in 2020 and 2021, the signed sale agreement for the
			Mozambican assets in August 2021 and the changes to the Board in that time,
			a Board performance review was deferred until later the 2022 year, being 12
				months after these Board changes.
	1.7	A listed entity should:		Formal performance evaluation of staff members is undertaken by the
		a) have and disclose a process for periodically evaluating	Y	Managing Director/Executive Chairman on an annual basis. Staff performance
		the performance of its senior executives; and		reviews were undertaken in the 2021 calendar year.
			The senior executives of the Company are both Board members, with
		b) disclose, in relation to each reporting period, whether a	Y
		performance evaluation was undertaken in the reporting	performance evaluation procedures noted in section 1.6 above.
		period in accordance with that process.
r personal

only

Principle

ASX Recommendation

Conform

Disclosure

(Y/N)

Principle 2:

Structure the board to add value

2.1

The board of a listed entity should:

The Company does not currently have a nomination committee. The Board has

a) Have a nomination committee which:

N

decided that no efficiencies will be

achieved by establishing a separate

1) Has at least three members, a majority of whom are

nomination committee. The Board carries out the duties that would otherwise

be undertaken

by the nomination

committee, in

accordance with the

independent directors; and

Nomination Committee Charter, which is included in the Corporate Governance

2) Is chaired by an independent director,

Plan

on the

Company's website. The Board intends to reconsider the

And disclose:

requirement for, and benefits of, a separate nomination committee as the

use

3) The charter of the committee;

Company's operations grow and evolve.

As a

matter of

practice, potential candidates for the

office of Director are

4) The members of the committee; and

assessed to ensure they possess the relevant skills, experience, personal

5) As at the end of each reporting period, the number

attributes and capability to devote the necessary time and commitment to the

of times the committee met throughout the period

role in order to discharge duties both responsibly and effectively.

and the individual attendances of the members at

those meetings; or

Y

b) If it does not have a nomination committee, disclose that

fact and the processes it employs to address board

personalr

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.

2.2

A listed entity should have and disclose a board skills matrix

Y

Refer Appendix A - skills matrix.

setting out the mix of skills and diversity that the board

currently has or is looking to achieve in its membership.

2.3

A listed entity should disclose:

Y

As at 31 December 2021 the Board consisted of:

a)

The names of the directors considered by the board to

Name

Role

Independent

Date appointed

be independent;

David

Non-Executive

No

October 2016

b)

If a director has an interest, position, association

or

Flanagan

Chairman *

relationship of the type described in Box 2.3 (Factors

Jeff

Non-Executive

Yes

January 2018

relevant to addressing the independence of a director)

Dowling

Director

but the

board

is of the

opinion

that it does

not

Darryl

Non-Executive

No

October 2020

compromise the independence of the director, the

Clarke

Director

nature

of the

interest,

position,

association

or

* - Appointed Executive Chairman in March 2021 and retired as executive on

relationship in question and an explanation of why the

10 January 2022 when Mr Peter Duerden was appointed Managing Director.

board is of that opinion; and

c) The length of service of each director.