Berkeley Energia Limited | LSE / ASX / BdM: BKY | ABN: 40 052 468 569 | www.berkeleyenergia.com SALAMANCA Ctra SA 322 Km 30 37495 Retortillo, Salamanca España | T: +34 923 193903 PERTH Level 9, BGC Centre, 28 The Esplanade Perth, WA 6000 | T: +61 8 9322 6322 | F: +61 8 9322 6558
OTRA INFORMACIÓN RELEVANTE
Berkeley Energia Limited (“Berkeley” o la “Sociedad”), en cumplimiento de lo previsto en el artículo 17 del Reglamento (UE) nº 596/2014 sobre abuso de mercado y en el 228 del Texto Refundido de la Ley del Mercado de Valores aprobado por el Real Decreto Leg islativo 4/2015, de 23 de octubre, medi ante el presente escrito reporta sobre el informe an ual de gobierno corporativo 202 6.
Se adjunta a continuación el texto íntegro de nota informativa para conocimiento de los accionistas de la Sociedad.
En Madrid, a 2 8 de agosto de 202 6.
Ignacio Santamartina Aroca , representante, a efectos de notificaciones
Rules 4.7.3 and 4.10.3 ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 1 Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations Name of entity Berkeley Energia Limited
ABN/ARBN Financial year ended:
40 052 468 569 30 June 2026 Our corporate governance statement1 for the period above can be found at:2 ☐ These pages of our
annual report:
☒ This URL on our website: https://www.berkeleyenergia.com/about -us/corporate -and-governance/ The Corporate Governance Statement is accurate and up to date as at 30 June 2026 and has been approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located.3 Date: 27 August 2026 Name of authorised officer authorising lodgement: Dylan Browne – Company Secretary
1 “Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.
Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any pa rt of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.
Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report w ith ASX. The cor porate governance statement must be current as at the effective date specified in that statement for the purposes of Listing R ule 4.10.3.
Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure require ments of Listing Rule 4.10.3.
The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately.
2 Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
3 Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “ OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “ OR” at the end of the selection.
See notes 4 and 5 below for further instructions on how to complete this form.
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 2 ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES
Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement : Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are :5
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should have and disclose a board charter setting
out:
(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 . ☒ and we have disclosed a copy of our board charter at:
https://www.berkeleyenergia.com/about -us/corporate -and-
governance/ ☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable 1.2 A listed entity should:
(a) undertake appropriate checks before appointing a director or senior executive or putting someone forward 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 . ☐ ☒ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable 1.3 A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment . ☒ ☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable 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. ☒ ☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
4 Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made , where indicated by the line with “ insert location ” underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should inse rt the page number(s) of your annual report (eg “pages 10-12 of our annual report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname. com. au/corporate governance/charters/”).
5 If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re -format it.
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 3 Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement : Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are :5 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
(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 th ose
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.
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. ☐ and we have disclosed a copy of our diversity policy at:
……………………………………………………………………………..
[insert location ] and we have disclosed the information referred to in paragraph ( c) at:
……………………………………………………………………………..
[insert location ] and if we were included in the S&P / ASX 300 Index at the comme ncement of the reporting period our measurable objective for achieving gender diversity in the composition of its board of not less than 30% of its directors of each gender within a specified period. ☒ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable 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 for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period . ☐ and we have disclosed the evaluation process referred to in paragraph (a) at:
……………………………………………………………………………..
[insert location ] and whether a performance evaluation was undertaken for the reporting period in accordance with that process at:
……………………………………………………………………………..
[insert location ] ☒ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 4 Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement : Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are :5 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 . ☒ and we have disclosed the evaluation process referred to in paragraph (a) at:
In our Corporate Governance Statement at https://www.berkeleyenergia.com/about -us/corporate -and-
governance/ .
and whether a performance evaluation was undertaken for the reporting period in accordance with that process at:
In our Corporate Governance Statement at https://www.berkeleyenergia.com/about -us/corporate -and-
governance/ . ☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 5 Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement : Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are :5
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 that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively . ☒ and we have disclosed a copy of the charter of the committee at :
https://www.berkeleyenergia.com/about -us/corporate -and-
governance/ .
and the information referred to in paragraphs (4) and (5) at :
the 2026 Annual Report on page s 17 to 21 available at https://www.berkeleyenergia.com/investor -relations/company -
reports/
☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable 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. ☒ and we have disclosed our board skills matrix at:
https://www.berkeleyenergia.com/about -us/corporate -and-
governance/ . ☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 6 Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement : Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are :5 2.3 A listed entity should disclose:
(a) the names of the directors considered by the board to be
independent directors;
(b) if a director has an interest, position, affiliation or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director. ☒ and we have disclosed the names of the directors considered by the board to be independent directors at:
https://www.berkeleyenergia.com/about -us/corporate -and-
governance/ .
and, where applicable, the information referred to in paragraph (b) at:
https://www.berkeleyenergia.com/about -us/corporate -and-
governance/ .
and the length of service of each director at:
https://www.berkeleyenergia.com/about -us/corporate -and-
governance/ . ☐ set out in our Corporate Governance Statement 2.4 A majority of the board of a listed entity should be independent directors . ☒ ☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable 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 . ☒ ☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable 2.6 A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively . ☐ ☒ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 7 Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement : Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are :5
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1 A listed entity should articulate and disclose its values. ☒ and we have disclosed our values at:
https://www.berkeleyenergia.com/about -us/corporate -and-
governance/ . ☐ set out in our Corporate Governance Statement 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 breach es of that code . ☒ and we have disclosed our code of conduct at:
https://www.berkeleyenergia.com/about -us/corporate -and-
governance/ . ☐ set out in our Corporate Governance Statement 3.3 A listed entity should:
(a) have and disclose a whistleblower policy; and (b) ensure that the board or a committee of the board is informed of any material incidents reported under that
policy. ☒
and we have disclosed our whistleblower policy at :
https://www.berkeleyenergia.com/about -us/corporate -and-
governance/ . ☐ set out in our Corporate Governance Statement 3.4 A listed entity should:
(a) have and disclose an anti -bribery and corruption policy;
and (b) ensure that the board or committee of the board is informed of any material breaches of that policy. ☒ and we have disclosed our anti-bribery and corruption policy at :
https://www.berkeleyenergia.com/about -us/corporate -and-
governance/ . ☐ set out in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 8 Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement : Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are :5
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 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 th e rotation of the audit engagement partner. ☐ and we have disclosed a copy of the charter of the audit committee at:
https://www.berkeleyenergia.com/about -us/corporate -and-
governance/ .
and the information referred to in paragraphs (4) and (5) in our 2026 Annual Report.
https://www.berkeleyenergia.com/investors/companyreports/
☒ set out in our Corporate Governance Statement
4.2 The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and inter nal control which is operating effectively. ☐ ☒ set out in our Corporate Governance Statement 4.3 A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor . ☒ ☐ set out in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 9 Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement : Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are :5
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1. ☒ and we have disclosed our continuous disclosure compliance policy at:
https://www.berkeleyenergia.com/about -us/corporate -and-
governance/ . ☐ set out in our Corporate Governance Statement 5.2 A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made. ☒ ☐ set out in our Corporate Governance Statement 5.3 A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation . ☒ ☐ set out in our Corporate Governance Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about itself and its governance to investors via its website . ☒ and we have disclosed information about us and our governance on our website at :
https://www.berkeleyenergia.com/about -us/corporate -and-
governance/ . ☐ set out in our Corporate Governance Statement 6.2 A listed entity should have an investor relations program that facilitates effective two -way communication with investors . ☒ ☐ set out in our Corporate Governance Statement 6.3 A listed entity should disclose how it facilitate s and encourage s participation at meetings of security holders. ☒ and we have disclosed how we facilitate and encourage participation at meetings of security holders at:
https://www.berkeleyenergia.com/about -us/corporate -and-
governance/ . ☐ set out in our Corporate Governance Statement 6.4 A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands. ☒ ☐ set out in our Corporate Governance Statement 6.5 A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically. ☒ ☐ set out in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 10 Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement : Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are :5
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1 The board of a listed entity should:
(a) have a committee or committees to oversee risk, each of
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 risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management
framework. ☒
and we have disclosed the fact that we do not have a risk committee or committees that satisfy (a) and the processes we employ for overseeing our risk management framework at:
https://www.berkeleyenergia.com/about -us/corporate -and-
governance/ .
☐ set out in our Corporate Governance Statement
7.2 The board or a committee of the board should:
(a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the board; an d (b) disclose, in relation to each reporting period, whether such a review has taken place. ☒ and we have disclosed whether a review of the entity’s risk management framework was undertaken during the reporting period at:
https://www.berkeleyenergia.com/about -us/corporate -and-
governance/ . ☐ set out in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 11 Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement : Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are :5 7.3 A listed entity should disclose :
(a) if it has an internal audit function, how the function is structured and what role it performs ; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes . ☒ and we have disclosed how our internal audit function is structured and what role it performs at:
https://www.berkeleyenergia.com/about -us/corporate -and-
governance/ .
and we have disclosed the fact that we do not have an internal audit function and the processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control processes at:
https://www.berkeleyenergia.com/about -us/corporate -and-
governance/ .
☐ set out in our Corporate Governance Statement 7.4 A listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does, how it manages or intends to manage those risks. ☒ and we have disclosed whether we have any m aterial exposure to environmental and social risks at:
https://www.berkeleyenergia.com/about -us/corporate -and-
governance/ .
and, if we do, how we manage or intend to manage those risks at:
https://www.berkeleyenergia.com/about -us/corporate -and-
governance/ . ☐ set out in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 12 Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement : Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are :5
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1 The board of a listed entity should:
(a) have a remuneration 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 remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive . ☐ ☒ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable and we have disclosed a copy of the charter of the committee at:
https://www.berkeleyenergia.com/about -us/corporate -and-
governance/ .
and the information referred to in paragraphs (4) and (5) at:
the 202 6 Annual Report on pages 17 to 21 to available at https://www.berkeleyenergia.com/investor -relations/company -
reports/
8.2 A listed entity should separately disclose its policies and practices regarding the remuneration of non -executive directors and the remuneration of executive directors and other senior
executives. ☒
and we have disclosed separately ou r remuneration policies and practices regarding the remuneration of non -executive directors and the remuneration of executive directors and other senior executives at:
https://www.berkeleyenergia.com/about -us/corporate -and-
governance/ . ☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable 8.3 A listed entity which has an equity -based remuneration scheme
should:
(a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it . ☒ and we have disclosed our policy on this issue or a summary of it at:
https://www.berkeleyenergia.com/about -us/corporate -and-
governance/ .
☐ set out in our Corporate Governance Statement OR ☐ we do not have an equity -based remuneration scheme and this recommendation is therefore not applicable OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 13 Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement : Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are :5
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1 A listed entity with a director who does not speak the language in which board or security holder meetings are held or key corporate documents are written should disclose the processes it has in place to ensure the director understands and can contribute t o the discussions at those meetings and understands and can discharge their obligations in relation to those documents. ☐ and we have disclosed information about the processes in place at:
………………………………………………………………………
[insert location ] ☐ set out in our Corporate Governance Statement OR ☒ we do not have a director in this position and this recommendation is therefore not applicable OR ☐ we are an externally managed entity and this recommendation is therefore not applicable 9.2 A listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time. ☐ ☐ set out in our Corporate Governance Statement OR ☒ we are established in Australia and this recommendation is therefore not applicable OR ☐ we are an externally managed entity and this recommendation is therefore not applicable 9.3 A listed entity established outside Australia, and an externally managed listed entity that has an AGM , should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit . ☐ ☐ set out in our Corporate Governance Statement OR ☒ we are established in Australia and not an externally managed listed entity and this recommendation is therefore not
applicable
☐ we are an externally managed entity that does not hold an AGM and this recommendation is therefore not applicable
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
- Alternative to Recommendation 1.1 for externally managed
listed entities:
The responsible entity of an externally managed listed entity
should disclose:
(a) the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity;
and (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements. ☐ and we have disclosed the information referred to in paragraphs (a) and (b) at :
……………………………………………………………………………..
[insert location ] ☐ set out in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 14 Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement : Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are :5
- Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities:
An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager. ☐ and we have disclosed the terms governing our remuneration as manager of the entity at:
……………………………………………………………………………..
[insert location ] ☐ set out in our Corporate Governance Statement
Berkeley Energia Limited | LSE / ASX / BdM: BKY | ABN: 40 052 468 569 | www.berkeleyenergia.com SALAMANCA Carretera SA – 322, km 30, 37495 Retortillo, Salama nca, España | T: +34 923 193 903 PERTH Level 9, 28 The Esplanade, Perth WA 6000 | T: +6 1 8 9322 6322 | F: +61 8 9322 6558
CORPORATE GOVERNANCE STATEMENT 2026
27 August 2026
Berkeley Energia Limited ( Berkeley or Company ) and the entities it controls believe corporate go vernance is important for the Company in conducting its business activities.
The Board has adopted a suite of charters and key c orporate governance documents which articulate the policies and procedures followed by Berkeley.
These documents are available in the Corporate Gove rnance section of the Company’s website, https://www.berkeleyenergia.com/about-us/corporate- and-governance/ . These documents are reviewed at least annually to address any changes in governance practices and the law.
This Corporate Governance Statement ( Statement ), which is current as at 30 June 2026 and has been approved by the Company’s Board, explains how Berkeley complies wit h the ASX Corporate Governance Council’s ‘ Corporate Governance Principles and Recommendations – 4th Edition ’ ( ASX Principles or Recommendations ), which were published on in February 2019 in relation to the year ended 30 June 2026.
In addition to the ASX Corporate Governance Council ’s ‘ Corporate Governance Principles and Recommendations – 4th Edition’ the Board has taken into account a number of import ant factors in determining its corporate governance policies and procedures, including the following:
relatively simple operations of the Company, which is focused on developing a single uranium property ;
cost verses benefit of additional corporate govern ance requirements or processes;
size of the Board;
Board’s experience in the resources sector;
organisational reporting structure and number of r eporting functions, operational divisions and emplo yees;
relatively simple financial affairs with limited c omplexity and quantum;
relatively moderate market capitalisation and econ omic value of the entity; and direct shareholder feedback.
Page 2 Principle 1: Lay solid foundations for management a nd oversight
RECOMMENDATION BERKELEY’S COMPLIANCE WITH RECOMMENDATIONS RECOMMENDATION
FOLLOWED IN
FULL FOR WHOLE
OF 2026 YEAR?
1.1 Role of Board and management The Board has established a clear distinction betwe en the functions and responsibilities reserved for the Board and tho se delegated to management, which are set out in the Company’s Boar d Charter.
A copy of the Board Charter is available in the Cor porate Governance section of the Company’s website, www.berkeleyenerg ia.com/about-
us/corporate-and-governance/. Yes
1.2 Information
regarding election
and re-election of director candidates Berkeley carefully considers the character, experie nce, education and skillset of potential candidates for appointment to the Board and conducts appropriate background checks to verify th e sustainability of the candidate, prior to their election.
Based on the Company’s level of knowledge of the po tential candidate, these may include checks as to the perso n’s character, experience, education, criminal record, and bankrup tcy history.
However, the Company did not comply with this recom mendation during the 2026 year to the extent that it did not conduct criminal record checks for those Directors appointed during the year as the candidates were already well known to the Board.
The Company has appropriate procedures in place to ensure that material information relevant to a decision to elec t or re-elect a director, is disclosed in the relevant notice of me eting provided to shareholders. Director profiles are also included i n the Director’s Report of the Company’s Annual Report. No 1.3 Written contracts of appointment In addition to being set out in the Board Charter, the roles and responsibilities of Directors are also formalised i n the letter of appointment which each Director receives and commit s to on their appointment.
The letters of appointment specify the term of appo intment, time commitment envisages, expectations in relations to committee work or any other special duties attaching to the positi on, reporting lines, remuneration arrangements, disclosure obligations i n relation to personal interests, confidentiality obligations, in surance and indemnity entitlements and details of the Company’s key gover nance policies.
Each Key Management Personnel (“KMP”) enters into a service contract which sets out the material terms of emplo yment or consultancy, including a description of position an d duties, reporting lines, remuneration arrangement and termination rig hts and entitlements. Contract details of KMP are summarise d in the Remuneration Report of the Company’s Annual Report. Yes 1.4 Company Secretary The Company Secretary reports directly to the Board through the Chairman on Board matters and all Directors have ac cess to the Company Secretary.
In accordance with the Company’s Constitution, the appointment or removal of the Company Secretary is a matter for th e Board as a whole. Details of the Company Secretary’s experienc e and qualifications are set out in the Directors’ Report of the Company’s Annual Report. Yes 1.5 Diversity The Company has not adopted a Diversity Policy, nor has it established measurable objectives for achieving gen der diversity for the 2026 year.
The Company remains committed to diversity and incl usion throughout all levels of the business. The Company recognizes that an inclusive and diverse workforce leads to increas ed productivity and better relationships with the communities in which we operate. No
Page 3 RECOMMENDATION BERKELEY’S COMPLIANCE WITH RECOMMENDATIONS RECOMMENDATION
FOLLOWED IN
FULL FOR WHOLE
OF 2026 YEAR?
The Company recognises that a diverse and talented workforce is a competitive advantage and encourages a culture that embraces diversity. However, the Board considers that the Co mpany is not currently of a size to warrant the time and cost of adopting a Diversity Policy and setting measurable objectives for achiev ing gender diversity. The Board will review its position and m ay adopt a Diversity Policy and develop measurable objectives when the C ompany’s operations increase substantially.
At the date of this Statement, the Company has no f emale directors, and 4 female employees (including full-time equival ent employees).
The Company does not comply with the diversity targ ets set out in Financial Conduct Authority (“FCA”) Listing Rule 14 .3.30 (1)(a) relating to board diversity.
1.6 Board reviews The Board has not conducted a formal performance ev aluation. The size of the Board is relatively small and the Board believes that a formal performance evaluation is not required at th is point in time and that that no efficiencies or other benefits would b e gained from a formal performance evaluation.
The Chairman is responsible for evaluating the Boar d and informal discussions are undertaken during the course of the year. As the Company grows and develops, it will continue to con sider the efficiencies and merits of a more formal performanc e evaluation of the Board, its committees and individual Directors. No
1.7 Management
reviews Each year the Board evaluates the performance of it s KMP against Key Performance Indicators (“KPI’s”) as set by the Board.
Details of the process followed are set out in the Remuneration Report of the Company’s Annual Report. For the 2026 year, the Board undertook a performance evaluation of its KMP in ac cordance with that process. Yes
Principle 2: Structure the Board to be effective add value
RECOMMENDATION BERKELEY’S COMPLIANCE WITH RECOMMENDATIONS RECOMMENDATION
FOLLOWED IN
FULL FOR WHOLE
OF 202 6 YEAR?
2.1 Nominations
committee The Board has established a separate Remuneration a nd Nomination Committee.
The Remuneration and Nomination Committee operates under a charter approved by the Board which is available in the Cor porate Governance section of the Company’s website at.
https://www.berkeleyenergia.com/about-us/corporate- and-governance/
The Remuneration and Nomination Committee, on behal f of the Board, exercises the Board’s authority with respect to boa rd succession issues and to ensure that the Board has the appropriate ba lance of skills, knowledge, experience, independence and diversity t o enable it to discharge its duties and responsibilities effective ly.
The Board and Remuneration and Nomination Committee regularly reviews whether it has the appropriate balance of s kills, knowledge, and experience suitable for a Company in the junior res ources sector. Yes 2.2 Board skills matrix The Board seeks a mix of skills suitable for a deve lopment resources company. A summary of the key board skills matrix i s set out below.
Further details regarding the skills and experience of each current Yes
Page 4 RECOMMENDATION BERKELEY’S COMPLIANCE WITH RECOMMENDATIONS RECOMMENDATION
FOLLOWED IN
FULL FOR WHOLE
OF 202 6 YEAR?
Director are included in the Directors’ Report of t he Company’s Annual Report.
Director/ Skills Capital
Markets Resources
Industry Mining/
Geology Finance/
Accounting Listed
Company
Ian Middlemas Robert Behets Adam Parker José Bogas Gálvez
2.3 Disclose
independence and
length of service The Board has assessed the independence status of i ts Directors and has determined the following as at 30 June 2026:
Name Position Independent? Length of
Service
Ian Middlemas Non-Executive Chairman Yes 14.2 years Robert Behets Executive Director No 13.2 years Adam Parker Non-Executive Director Yes 9.1 years José Bogas Gálvez Non-Executive Director Yes (1) (1) Mr José Bogas was appointed as a Director subsequent to the end of the financial year Further details regarding the Directors are set out in the Directors’ Report of the Company’s Annual Report. Yes 2.4 Majority of
directors
independent A majority of Directors of the Company are independ ent. As disclosed against Recommendation 2.3, Messrs Middlemas and Pa rker are considered independent.
The Board considers that the Company is not current ly of a size, nor are its affairs of such complexity to justify the expen se of the appointment of additional independent non-executive Directors.
The Board believes that the individuals on the Boar d can make, and do make, quality and independent judgments in the best interests of the Company on all relevant issues.
Directors having a conflict of interest in relation to a particular item of business must absent themselves from the Board meet ing before commencement of discussion on the topic. Yes 2.5 Chair independent The Chairman, Mr Ian Middlemas, is an independent n on-executive Director. The role of Executive Director is perform ed by another Director.
Further details regarding the Directors are set out in the Directors’ Report of the Company’s Annual Report. Yes 2.6 Induction and
professional
development The Board does not have a formal program for induct ing new Directors and providing appropriate professional development opportunities.
The Board has been structured such that its composi tion and size will enable it to effectively discharge its responsibili ties and duties. Each Director has been appointed because they already po ssess the relevant industry experience and specific expertise relevant to the Company’s business and level of operations and given the acti vities of the Company and their own experience do not require the Company , given its size, to provide professional development opportunities.
However, each new Director receives and commits to a letter of appointment which includes details of the Company’s key policies and processes and continuing professional development i s expected of all Directors.
Directors are also entitled to seek independent pro fessional advice at the expense of the Company (subject to approval) as may be reasonably required to assist them to carry out your duties as a Director. No
Page 5 Principle 3: Instil a culture of acting lawfully, e thically and responsibly
RECOMMENDATION BERKELEY’S COMPLIANCE WITH RECOMMENDATIONS RECOMMENDATION
FOLLOWED IN
FULL FOR WHOLE
OF 2026 YEAR?
3.1 Values The Board has established a Code of Conduct for its Directors, executives and employees, a copy of which is availa ble in the Corporate Governance section of the Company’s website, www.berkeleyenergia.com/about-us/corporate-and-gove rnance/.
The Code of Conduct articulates its values and is p rovided to all employees as part of the recruitment process. The C ode of Conduct forms the foundation for the behaviour expectations that the Company has for its Directors, senior executives, employees and contract
personnel. Yes
3.2 Code of conduct The Board has established a Code of Conduct for its Directors, executives and employees, a copy of which is availa ble in the Corporate Governance section of the Company’s website, www.berkeleyenergia.com/about-us/corporate-and-gove rnance/. Yes
3.3 Whistleblower
Policy The Company has adopted a Whistleblower Policy inte nded to support and protect persons who speak up about any unlawful , unethical or irresponsible behaviour within the organisation, a copy of which is available in the Corporate Governance section of th e Company’s website, www.berkeleyenergia.com/about-us/corporate -and-
governance/.
The Board are informed of material incidents report ed under the Company’s Whistleblower Policy. Yes 3.4 Anti-Bribery & Corruption Policy The Company has adopted an Anti-Bribery and Corrupt ion (ABC) Policy which links to the Code of Conduct by which the Com pany expects its operations and business dealings to be managed, a c opy of which is available in the Corporate Governance section of th e Company’s website, www.berkeleyenergia.com/about-us/corporate -and-
governance/.
The ABC Policy prohibits the giving of bribers or o ther improper payments and specifies the controls around the giving of don ations and the acceptance of gifts or hospitality by officers of t he Company. The Board is informed of any material breaches of the ABC Pol icy. Yes
Principle 4: Safeguard integrity of corporate repor ts
RECOMMENDATION BERKELEY’S COMPLIANCE WITH RECOMMENDATIONS RECOMMENDATION
FOLLOWED IN
FULL FOR WHOLE
OF 2026 YEAR?
4.1 Audit committee The Board has established a separate Audit Committe e which comprises of directors, Mr Behets and Mr Parker. The Company is not currently in full compliance with section 3.1 of the Audit Commi ttee Charter.
The Audit Committee operates under an Audit Committ ee Charter approved by the Board which is available at https:// berkeleyenergia.com /about/corporate-governance/.
The Audit Committee, on behalf of the Board, exerci ses the Board’s authority with respect to determining when to seek the appointment or removal of the external auditor, and subject to any statutory requirements, will also seek rotation of the audit partner on an as required
basis. No
4.2 CEO and CFO
certification of
financial
statements In respect to full year (annual report) and half ye ar financial reports, the Board has obtained a written declaration from the C EO (or equivalent) and CFO (or equivalent) that, in their opinion, the financial records of the Company have been properly maintained and the finan cial statements comply with the appropriate accounting standards an d give a true and No
Page 6 RECOMMENDATION BERKELEY’S COMPLIANCE WITH RECOMMENDATIONS RECOMMENDATION
FOLLOWED IN
FULL FOR WHOLE
OF 2026 YEAR?
fair view of the financial position and performance of the entity and that the opinion is formed on the basis of a sound syste m of risk management and internal control and that the system is operati ng effectively in all material respects in relation to financial reportin g and material business risks.
However, the Board does not receive declarations fr om the CEO (or equivalent) and CFO (or equivalent) in respect to t he quarterly cash flow reports prepared and lodged in compliance with Appe ndix 5B of the Listing Rules, as these quarterly cash flow reports are considered by the
Board:
not to be a financial report or interim financial report as defined under Australian accounting standards; and/or not to be capable, as a standalone report, of givi ng a true and fair view of the financial position and performance of t he Company, only its cash flows for the relevant reporting period.
4.3 Verifying the Integrity of Periodic Corporate Reports The Company has an effective system of internal con trol and multiple review and approval stages which it applies to publ ic documents that are not reviewed or audited by its external auditor. Yes
Principle 5: Make timely and balanced disclosure
RECOMMENDATION BERKELEY’S COMPLIANCE WITH RECOMMENDATIONS RECOMMENDATION
FOLLOWED IN
FULL FOR WHOLE
OF 202 6 YEAR?
5.1 Disclosure and
Communications
Policy The Company has adopted a Continuous Disclosure Pol icy which sets out the processes and practices that ensure its com pliance with the continuous disclosure requirements under applicable Listing Rules and applicable corporation law (including the Corporati ons Act).
A copy of the Continuous Disclosure Policy is avail able in the Corporate Governance section of the Company’s website, www.berkeleyenergia.com/about-us/corporate-and-gove rnance/. Yes 5.2 Material Market Announcements The Company ensures that Directors are provided wit h a copy of all material market releases either before, or promptly after lodgement. Yes 5.3 Investor or Analyst Presentations The Company ensures that any new substantive invest or or analyst presentation is released on the Company’s announcem ents platforms ahead of the presentation. Yes
Page 7 Principle 6: Respect the rights of security holders
RECOMMENDATION BERKELEY’S COMPLIANCE WITH RECOMMENDATIONS RECOMMENDATION
FOLLOWED IN
FULL FOR WHOLE
OF 202 6 YEAR?
6.1 Information on website The Company keeps investors informed of its corpora te governance, financial performance and prospects via its website .
Investors can access copies of all announcements to the ASX, notices of meetings, annual reports and financial statements, investor presentations via the ‘Investors’ tab and can acces s general information regarding the Company and the structure of its busi ness under the ‘Projects’ tab on the Company’s website, www.berkel eyenergia.com.
Investors can access information about the Company’ s corporate governance practices via the ‘Corporate Governance’ tab on the Company’s website, www.berkeleyenergia.com, where a ll relevant corporate governance information can be accessed. Yes 6.2 Investor relations programs The Company conducts regular investor briefings, ro adshows, site visits and attends regional and industry specific conferen ces in order to facilitate effective two way communication with inv estors and other financial market participants. Access to Directors and KMP is provided at these events, with separate one-on-one or group mee tings offered whenever possible.
The presentation material provided at these events is posted on the Company’s website (www.berkeleyenergia.com), which also provides the opportunity for interested parties to join the mailing list to receive regular updates from the Company. Yes
6.3 Facilitate
participation at
meetings of
security holders The Board encourages participation of Shareholders at its meetings of shareholders and Shareholders are provided with all notices of meeting prior to meetings, which are set at times and place s to promote maximum attendance by Shareholders.
Shareholders are always given the opportunity to as k questions of Directors and management, either during or after me etings. In addition, the Company's auditor is also made available for qu estions at the Company’s Annual General Meeting. Yes 6.4 Voting by poll The Company has adopted the process required by ASX Guidance Note 35 which stipulates that all Listing Rule resolutio ns be decided by poll.
The Company has extended the conduct of a poll to a ll resolutions proposed at shareholder meetings. Yes 6.5 Facilitate electronic communications The Company welcomes electronic communication from its Shareholders via its publicised email address (info@berkeleyener gia.com) and the Company’s website (www.berkeleyenergia.com) provide s the opportunity for interested parties to join the mail ing list to receive regular electronic updates from the Company.
The Company’s share registry also engages with Shar eholders electronically and makes available a range of relev ant forms on its website. Shareholders can register with the share r egistry to access their personal information and shareholdings via the inte rnet. Yes
Principle 7: Recognise and manage risk
RECOMMENDATION BERKELEY’S COMPLIANCE WITH RECOMMENDATIONS RECOMMENDATION
FOLLOWED IN
FULL FOR WHOLE
OF 2026 YEAR?
7.1 Risk committee The Board has decided not to form a separate Risk C ommittee. Due to the size and development phase of the Company, the Board believes that no efficiencies or other benefits would be gained b y establishing a separate Risk Committee. Yes
Page 8 RECOMMENDATION BERKELEY’S COMPLIANCE WITH RECOMMENDATIONS RECOMMENDATION
FOLLOWED IN
FULL FOR WHOLE
OF 2026 YEAR?
The Board as a whole is ultimately responsible for identifying the principal risks of the Company’s business and ensuring the im plementation of appropriate systems to manage those risks.
For further details of the responsibilities of the Board, the Chief Executive Officer, the Chief Risk Officer, and other manageme nt in the evaluation and continual improvement of the Company’s risk man agement and internal control processes, refer to the Company’s Risk Management Policy, which is available in the Corporate Governa nce section of the Company’s website, www.berkeleyenergia.com.
7.2 Annual risk review On at least an annual basis, the Board reviews its material business risks and how its material business risks are being manag ed.
For the 2026-year, management provided to the Board the Company’s Risk Register summarising the significance of each risk as well as actions taken by management to mitigate the risks. Manageme nt also provided to the Board a report on the effectiveness of the C ompany’s management of its material business risks throughout the 2026 year. Yes 7.3 Internal audit The Board has not established an internal audit fun ction at this time. The Board as a whole oversees the effectiveness of risk management and internal control processes.
Refer to the Company’s Risk Management Policy for r esponsibilities of the Board, the Chief Executive Officer, the Chief R isk Officer, and other management in the evaluation and continual improvem ent of the Company’s risk management and internal control proc esses.
A copy of the Risk Management Policy is available i n the Corporate Governance section of the Company’s website, www.berkeleyenergia.com/about-us/corporate-and-gove rnance/. Yes 7.4 Sustainability risks As discussed above, the Company identifies and mana ges material exposures to economic, environmental and social sus tainability risks in a manner consistent with its Risk Management Policy, which is available on in the Corporate Governance section of the Compa ny’s website, www.berkeleyenergia.com/about-us/corporate-and-gove rnance/.
The material risks faced by the Company that could have an effect on the Company’s future prospects, include: (a) title risk s (mining licences and government approvals risk); (b) exploration and dev elopment risks; (c) Government regulations risks (d) availability of fu rther funding; (e) fluctuations in commodity prices; and (f) global fi nancial conditions.
Further details of these risks and how the Company manages or intends to manage these risks are set out in the Directors’ Report of the Company’s Annual Report.
As required by the FCA Listing Rule 14.3.24, the Co mpany is not in compliance with the recommendations of the Task For ce on Climate-
related Financial Disclosures (“TCFD”) related to s ustainability disclosure. Due to the nature, size and current dev elopment phase of the Company, the Board believes that no efficiencies or other benefits would be gained on sustainability related disclosures thr ough the use of the recommendations of the TCFD. Should there be a sign ificant change in the size and nature of the Company’s operations in the future, the Company will review its business risks and disclosu res against the recommendations of the TCFD.
Yes
Principle 8: Remunerate fairly and responsibly
Page 9 RECOMMENDATION BERKELEY’S COMPLIANCE WITH RECOMMENDATIONS RECOMMENDATION
FOLLOWED IN
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OF 2026 YEAR?
8.1 Remuneration
committee The Board has established a separate Remuneration a nd Nomination Committee as the Board believes significant efficie ncies and other benefits would be gained by establishing a separate Remuneration and Nomination Committee.
The Board has adopted a Remuneration and Nomination Committee Charter so that the Remuneration and Nomination Com mittee can function appropriately. The Remuneration and Nomina tion Committee Charter sets out the processes the Remuneration and Nomination Committee and Board employs for setting the level a nd composition of remuneration for directors and senior executives an d ensuring that such remuneration is appropriate and not excessive.
The Remuneration and Nomination Committee currently consists of two directors being Mr Parker (as Chair) and Mr Behets. The Company is not in compliance with section 8.1 of the Remuneration and Nomination Committee Charter. The Remuneration and Nomination Committee Charter is reviewed annually and is available in th e Corporate Governance section of the Company’s website www.berkeleyenergia.com/about-us/corporate-and-gove rnance/. No 8.2 Disclosure of
Executive and
Non-Executive
Director
remuneration
policy The Company seeks to attract and retain high perfor mance Directors and Executive with appropriate skills, qualifications a nd experience to add value to the Company and fulfil the roles and respo nsibilities required. It reviews requirements of additional capabilities at least annually.
Executive remuneration is to reflect performance an d, accordingly, remuneration is structured with a fixed component a nd performance-
based remuneration component. Non-Executive Directo rs are paid fixed fees for their services in accordance with the Comp any’s Constitution.
Fees paid are composite fee (covering all Board and Committee responsibilities) and any contributions by the Comp any to a fund for the purposes of superannuation benefits for a Director. No other retirement benefits schemes are in place in respect to Non-Exe cutive Directors.
Further details regarding the remuneration of the E xecutive and Non-
Executive Directors are set in the Remuneration Rep ort within the Annual
Report. Yes
8.3 Policy on hedging
equity incentive
schemes The Company’s Directors and Executives must not ent er into any hedge arrangement in relation to any performance rights t hey may be granted or otherwise entitled to under an incentive scheme or plan, prior to exercising those rights or, once exercised, while the securiti es are subject to a transfer restriction.
Further details regarding the Company’s hedging pol icy are set out in the Company’s Securities Trading Policy which is availa ble in the Corporate Governance section of the Company’s website, www.berkeleyenergia.com/about-us/corporate-and-gove rnance/. Yes