Northern Star Resources : 2024 Corporate Governance Statement (7 fy24 corporate governance statement double page 22 08 2024)

FY24 Corporate Governance Statement

FY24 Corporate Governance Statement

FY24 Annual Reporting Suite

Table of Contents

This Corporate Governance Statement (Statement) has been prepared by Northern Star Resources Ltd ABN 43 092 832 892 (Northern Star) to meet the requirements of the Corporate Governance Principles & Recommendations published by the ASX Corporate Governance Council (4th edition) for the financial year ending 30 June 2024 (FY24).

Unless expressly stated otherwise, all references to 'our', 'we', 'us', the Company or Northern Star refer to Northern Star Resources Ltd.

The full FY24 Annual Reporting suite is available on the Company website at www.nsrltd.com.

FY24 Annual	FY24 ESR	FY24 Corporate	FY24 Modern Slavery
Report	Reporting Suite	Governance Statement	Statement

Acknowledgement of country

Northern Star acknowledges Traditional Owner groups whose land we are privileged to work on, and whose input and guidance we seek and value within the operation of Northern Star's business. We acknowledge their strong and special physical and cultural connections to their ancestral lands and pay our respects to their Elders, past and present.

Contents

Governance highlights for FY24	4
About this Statement	6
	Corporate governance	6
	ASX Recommendations	6
Board and management	8
	Board of Directors	8
	Leadership Team	10
	Company Secretary	10
	Director independence	12
	Board composition	12
	Board diversity	13
	Board skills and experience	14
	Director appointments	16
	Induction, training &
	continuing education	16
	Training in corporate
	governance policies	17
Board Committees	18
	Board Committee structure	18
Board and Executive performance	20
	Board performance evaluation	20
	Senior management evaluation	20
	KMP remuneration	20
Ethics and responsible
decision making	22
	Code of Conduct and STARR
	Core Values	22
	Whistleblower Policy	23
	Anti-Bribery & Anti-Corruption Policy 23
	Securities Trading Policy	23
Stakeholder engagement	24
	Stakeholder engagement	24
	Industry association involvement	24

Shareholder communication	26
	Investor relations & shareholder
	communications	26
	Company website	28
General meetings	28

Timely and balanced disclosure	31
	Continuous disclosure	31
	Periodic reports &
	material announcements	31
	Presentation materials	31

Diversity and inclusion	32
	Diversity Policy	32
	Workforce gender composition	32
	Gender diversity target	32
	Gender pay equity	33
	Diversity & inclusion initiatives	33
	Working arrangements to
	support carers	33

Audit and risk management	34
	Management of risk	34
	Audit & Risk Committee	34
	Risk management framework	34
	Risk appetite	36
	Group Audit & Risk function	36
	Internal audit	36
	External audit	37
	Management assurance	37
	Key strategic risks	37
Environment & Social Responsibility 38
Appendix: Disclosure against
ASX Recommendations	40

2

Northern Star Resources Ltd FY24 Corporate Governance Statement

Cover image: Carosue Dam Processing Plant, Kalgoorlie Production Centre

3

Governance Highlights for FY24

Governance Highlights for FY24

Compliant with

100%

of the ASX Corporate

Governance

Council Principles &

Recommendations

FY23 Remuneration

Report approval

93%

support for the FY23

Remuneration Report in the advisory vote at the 2023 AGM (2022: 96%)

Director attendance

Over 99%

at Board & Committee meetings (FY23: 99%)

Female Board Representation

38%

4% since FY21

Independent Directors

88%

10% since FY21

Good Corporate

Governance

92%

employees trained

in Corporate

Governance Policies

4	Northern Star Resources Ltd FY24 Corporate Governance Statement		Exploration drilling, Pogo Production Centre	5

About this Statement

Corporate governance

Corporate governance is the system by which a company is directed and managed, encompassing the policies, procedures and processes adopted in the context of the applicable legislative and regulatory framework. Corporate governance shapes company strategy

and culture, risk assessment and decision making. It also defines the relationships between the board, management, shareholders and other stakeholders such as employees, contractors, internal and external auditors, supply chain, governments, regulators, and the communities in which a company operates.

Strong and effective corporate governance:

• supports decision making that effectively balances the interests of various stakeholders;
• fosters a culture of accountability and integrity;
• ensures a robust risk management system;
• promotes ethical, responsible business practices that protect stakeholder interests;
• enhances transparency in disclosure and reporting integrity; and
• is a significant driver of operational performance and long-term value creation.

Northern Star is committed to observing the highest standards of corporate governance, recognising that effective corporate governance is critical to maintaining stakeholder relations and investor confidence.

ASX Recommendations

ASX-listed entities must benchmark their corporate governance practices annually against the ASX Corporate Governance Council's Corporate Governance Principles & Recommendations (4th edition) (ASX Recommendations) available on the ASX website.

Northern Star is pleased to report that the Company continues to align with all 35 ASX Recommendations for the financial year ended 30 June 2024 (FY24). The Appendix on page 41 onwards sets out where each of the ASX Recommendations are addressed in this Corporate Governance Statement (Statement).

Where possible, this Statement also discloses (in footnotes) early alignment with or commentary in relation to new disclosures contemplated in the draft proposed ASX Corporate Governance Council Corporate Governance Principles & Recommendations (5th edition) (Proposed ASX Recommendations) as we understand them on the Statement date, in anticipation of their expected commencement from early 2025.

This Statement has been approved by the Northern Star Board and is current as at 21 August 2024. The Statement should be read in conjunction with the FY24 Annual Report, FY24 Modern Slavery Statement, and Appendix 4G (Key to Disclosures) released together with this Statement on 22 August 2024, and the other information available on the Company's wesbite at www.nsrltd.com/investors/asx-announcements/.

Michael Chaney AO

Chairman

Northern Star Resources Ltd

21 August 2024

Rob Mills, Projects Superintendent, Carosue Dam, Kalgoorlie Operations

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Northern Star Resources Ltd FY24 Corporate Governance Statement

7

Board and management

Board and management

Board of Directors

The Board plays an essential role in establishing and maintaining the Company's corporate governance standards, including:

• determining the Company's values and policies and ensuring they are applied consistently;
• setting the Company's strategic objectives;
• supervising management; and
• timely and accurate reporting to shareholders.

The Board Charter details the Board's role in defining the Company's Purpose, STARR Core Values, and Code of Conduct, all of which reinforce the desired culture within the Company.

In accordance with the Charter, the Board sets the Company's strategic direction and risk appetite; provides leadership to, and oversight of, Senior Management; and monitors the operational and financial position of the Company.

With this in mind, Northern Star's Purpose is: 'To generate superior returns for our shareholders, while providing positive benefits for our stakeholders, through operational effectiveness, exploration and active portfolio management'.

Underpinning this Purpose, as well as the Company's business plan and strategies that are aligned to this Purpose, is a commitment to sustainable development that:

• minimises adverse impacts to the environment, communities in which Northern Star operates, and all people engaged in, or impacted by, the Company's operations; and
• delivers positive economic benefits to the community by investing in community- based programs, and to stakeholders through, for instance, dividends, employment, taxes, Government royalties, and goods and services payments.

Delivering positive environmental, social and governance (ESG) outcomes both short- term (measured over a 1 year period) (STI) and longer term (measured over a 4 year period) (LTI) is a component of the Company's variable remuneration. Further details on the Company's performance against FY24 STI safety measure and FY22 LTI-2 safety and decarbonisation performance measures, and details on the FY25 STI safety and FY25 LTI decarbonisation performance measures, are provided on pages 90, 94, 102 and 103 of the Company's Remuneration Report, contained in the FY24 Annual Report.

Michael Chaney AO	Stuart Tonkin
Chairman	Managing Director & CEO

John Fitzgerald	Nick Cernotta
Non-Executive Director	Non-Executive Director

Sally Langer	Sharon Warburton
Non-Executive Director	Non-Executive Director

Marnie Finlayson	Michael Ashforth
Non-Executive Director	Non-Executive Director1

John Richards

Former Non-Executive Director2

1. Michael Ashforth joined the Board on 1 July 2024.
2. John Richards retired from the Board on 31 July 2024.

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Northern Star Resources Ltd FY24 Corporate Governance Statement

9

Board and management

Leadership Team

Senior Management (including the Leadership team) supports the Managing Director & CEO with the Company's business operations, finances and ESG performance, and does so with the delegated authority of the Board. Pursuant to the Board Charter, the key duties of Senior Management include:

• advancing the strategic direction set by the Board;
• operating within the budget, risk appetite and Code of Conduct set by the Board; and
• instilling and reinforcing the Company's STARR Core Values and corporate governance policies.

The Leadership team overpage provides the Board with clear, accurate and timely information on the Company's operations, including in relation to compliance with material legal and regulatory obligations. They also provide regular updates to the Board on:

• safety; cost management and production performance; financial management; risk management; geological exploration success and mine development planning; progress towards growth projects execution; people and culture; social performance; environmental performance; progress on our decarbonisation pathway, and ESG engagement; and

• any whistleblower reports or other critical concerns raised about potential adverse impacts on stakeholders, such as conduct that is inconsistent with the Code of Conduct, in papers tabled at the Board's meetings3, and in flash reports and papers between meetings.

The biographies of the leadership team are included on pages 14 to 16 of the

FY24 Annual Report.

Company Secretary

The Company Secretary is appointed by the Board and, through the Chairman, is directly accountable to the Board on all matters to do with the proper functioning of the Board. Such matters include facilitating Board and Committee meetings; advising the Board on corporate governance matters; and assisting with the induction and continuing professional development of Directors. Each Director has direct access to the Company Secretary and vice versa. The Company Secretary plays an important role in ensuring best governance practices are maintained by the Board and its Committees.

Since early 2018, Hilary Macdonald has served as the Company Secretary in addition to her role as Chief Legal Officer (appointed 2016). Since 2021, she has also had executive responsibility for environment, social performance, ESG engagement and corporate services.

In September 2022, Sarah Reilly was appointed as Joint Company Secretary in addition to her continuing role as Senior Legal Counsel (held since June 2018).

3 There were 8 meetings of the Board held in FY24.

Leadership team

NSMS leadership team

Stuart Tonkin	Ryan Gurner	Steven Van Der Sluis
Managing Director & CEO	Chief Financial Officer	General Manager NSMS

Simon Jessop	Hilary Macdonald	Daniel Boxwell
Chief Operating Officer	Chief Legal Officer &	Operations Manager NSMS
	Company Secretary

Steven McClare	Michael Mulroney	Denis Sucur
Chief Technical Officer	Chief Development Officer	Maintenance Manager NSMS

Daniel Howe	Marianne Dravniek
Chief Geological Officer	Executive Manager
	People & Culture

Sophie Spartalis	Rebecca Ciotti
General Manager	Executive Manager
Investor Relations	Corporate Services

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Northern Star Resources Ltd FY24 Corporate Governance Statement

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Board and management

Director independence

The Board regularly assesses whether each Non-Executive Director is independent according to the Company's Policy on Assessing the Independence

of Directors, available on our website at www.nsrltd.com/about-us/corporate-governance.

Under this Policy, a Director is considered 'independent' if they are not a member of management and are free of any business or other relationship that could materially interfere with, or could reasonably

be perceived to materially interfere with, the independent exercise of their judgement. In determining a Director's independence, the factors listed in Box

2.3 of the ASX Recommendations are also considered. A Director's interests, position, association, or relationship are also examined on a case-by-case basis, pursuant to the materiality principles set out in the Board Charter.

As at the Statement date, only 1 Director, Stuart Tonkin, was a member of management and not independent. Mr Tonkin brings extensive mining industry operational experience and insights

to the Board.

Board composition

The Nomination Committee regularly reviews the Board's composition to ensure its size and structure allows the Board to effectively satisfy its responsibilities and duties.

The Nomination Committee aims to ensure that the Board represents an optimal mix of skills, experience, expertise, and other facets of diversity, including gender, experience, approach to problem-solving, age, nationality, cultural background, and perspectives informed by life experience. The Board supports the view that truly diverse boards have more perspectives with which to address challenges, less risk of groupthink and, consequently, are more likely to engage in robust debate leading to better informed decision making.

Having Directors of varying tenures is also considered beneficial to Board effectiveness. Directors with longer tenure can provide continuity and stability, and bring a deep understanding of the business. New Director appointees can bring new ideas and perspectives to the board table.

In making selection and appointment decisions, the Nomination Committee also considers:

• whether there is an appropriate balance of independent and non- independent Directors;
• necessary and desirable Director skills and competencies;
• Board succession planning requirements;

• strategies to improve Board diversity;
• views and expectations of stakeholders (including shareholders), such as overboarding; and
• Directors' capacity to dedicate the time required to their role on the Board and on its sub-Committees.

Current Director profiles, including details of other significant roles and commitments (including external listed board positions in the last 3 years) appear on pages 64 to 67 of the FY24 Annual Report.

Of the Directors at 30 June 2024, and at the Statement date:

• 7 out of 8 (88%) Directors were considered independent, including Chairman, Michael Chaney AO;
• 3 of 8 (38%) Directors were female;
• average Director age was 58 years6, with Director ages spanning a 26-year age range;
• average tenure on the Board was 4 years7, with a 11.5 year range, and the Chairman having served for 3 years;
• no Director had more than 5 listed board positions (where a chair role is counted as two board positions);
• no Director (together with their associates) is a substantial holder8 or top 20 shareholder of the Company; and
• no relationships exist between any Director personally and any Northern Star suppliers.

Board diversity

Northern Star's Directors and their tenure in office as at 30 June 2024, and as at the Statement date, were:

Table 1 Northern Star Directors and their tenure in office

Director	Role	Tenure
Michael Chaney AO	Chairman	3 years
Stuart Tonkin	Managing Director & CEO	3 years
John Fitzgerald	Non-Executive Director	11.5 years
Nick Cernotta	Non-Executive Director	5 years
Sally Langer	Non-Executive Director	3.5 years
John Richards 4	Non-Executive Director	3.5 years
Sharon Warburton	Non-Executive Director	3 years
Marnie Finlayson	Non-Executive Director	2 years
Michael Ashforth5	Non-Executive Director	0 years

63+388+
The Northern Star Board's diversity statistics as at the Statement date are
depicted in the graphs below:
Figure 1 Characteristics of the FY25 Northern Star Board
	Director gender	62.5% Males	Director	87.5% Independent
	balance	37.5% Females	independence	12.5% Non-Independent
			25+
25+2
		25% 40 to 49		25%<2 yrs
			50% 2 to 4 yrs
	Director	25% 50 to 59	Director	12.5% 4 to 6 yrs
	age	37.5% 60 to 69	tenure	0% 6 to 8 yrs
		12.5% 70+		0% 8 to 10 yrs
				12.5% > 10 yrs

1. Ceased 31 July 2024.
2. Appointed 1 July 2024.
3. Standard deviation of Board age is 9.1 years.
4. Standard deviation of Board tenure is 3.4 years.
5. Holder of a relevant interest in shares representing 5% or more of the votes in the Company.

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Northern Star Resources Ltd FY24 Corporate Governance Statement

13

Board and management

Board skills and experience

An assessment of the composition of the Board is annually undertaken in relation to the Company's Board skills matrix. This is to ensure that the skills included in the matrix, as well as the diversity and relative strengths of Directors' skills, capabilities, and experiences:

• meet the current needs of the Company's operations;
• suit the Company's evolving needs and strategic direction, including the Company's responsible and sustainable business practices, and long term environmental, social, and safety strategic goals; and
• are appropriate to meet the ever changing corporate landscape in which the Company operates.

If the Board skills matrix review identifies an emerging gap in the Board's skills, the Board will consider and may

use appropriate input from external recruitment experts to consider how the gap may be addressed. Depending on the circumstances, the relevant means of addressing this gap may include expanding the Board, or supplementing the Board's oversight of certain risks by appointing experts within the management team or external consultants to support delivery of the Company's strategy.

External independent governance specialists were engaged again for the review of the Board skills matrix which was conducted in June 2024.

The same 27 skills categories as FY23 were selected, after being reviewed and confirmed by the Directors as being appropriate given the Company's nature and scale, industry, locations of operations, workforce, operations, and business strategy.

The Board skills matrix review entailed:

• each Director as at the Statement date self-assessing their skills across the
  27 skills categories, from 'Limited', 'General', 'Advanced' to 'Expert'; and
• each Director as at 30 June 20249 conducting a peer assessment of the skills in which they perceive each Director is an Expert.

The individual Director self-assessments were amalgamated, and the results of the peer assessments were then applied to generate a peer-adjusted capability matrix, whereby:

• a Director who was perceived as having a higher skill level than their self-assessment by 30% or more of their peers was upgraded one level (eg. from General to Advanced); and
• a Director who self-assessed their skill level as Expert, where they were not

perceived as an Expert in that skill by 30% or more of their peers, was downgraded to Advanced for that particular skill.

The peer-adjusted capability matrix demonstrates the Board's extensive skills and experience going forward in FY25 across strategy, major projects, markets, mergers & acquisitions and sustainability as well as communications & corporate affairs, culture, diversity & inclusion, community engagement and corporate governance - with 6 or 7 out of 8 Directors as at the Statement date at the Expert or Advanced level for those skills.

Overall, the assessment indicated an appropriate diversity of skills, knowledge, and experience continues to be represented on the Northern Star Board. The Board regularly accesses specialist internal expertise and external advisers in areas where the Board has less direct skills and experience, such as in innovation & disruption, digital, technology & data.

Northern Star considers that an effective Board requires a balance and diversity

of skills, experience, and expertise.

The FY24 Annual

Report contains:

• on pages 72 to 73, a full description of the 27

Board skills categories; and

• on pages 64 to 67, the Expert level skills held by each FY25 Director.

Table 2 Board skills matrix results for the FY25 Board10

Category of skills and experience	Expert	Advanced
International experience	3	3
Sector based understanding	2	5
Strategy oversight	4	3
Senior management experience	4	3
Corporate governance	3	3
Accounting & financial reporting	3	2
Legal	1	3
Major project investment analysis	6	1
Mergers & acquisitions	4	2
Major project implementation	4	-
Markets	3	3
Major change & transformation	2	3
Culture	4	2
Talent & leadership	4	1
Remuneration	3	3
Diversity & inclusion	3	3
Innovation & disruption	-	3
Technology & data	-	2
Digital	-	-
Communications & corporate affairs	3	4
Investor engagement	3	2
Government engagement	2	-
Regulatory engagement	1	4
Sustainability	4	3
Community engagement	3	3
Safety	3	1
Environment	2	2

9	Excluding John Richards, who did not take part in the Board skills matrix review given
	his cessation as a Director effective 31 July 2024.
10	All Directors have at least 'General' or 'Limited' skills in each of the above categories.
	Table 2 highlights the skills categories in which the FY25 Board has particular strength
	by disclosing the number of Directors at the 'Expert' or 'Advanced' level for each skill.

HV Equipment, Ramone, Yandal Operations

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Northern Star Resources Ltd FY24 Corporate Governance Statement

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Board and management

Director appointments

In considering making a recommendation to the Board to appoint a new Director, the Nomination Committee examines the selection and appointment practices of the Company. A framework for selecting new Directors is provided in the Nomination Committee Charter, Policy and Procedure for Selection and (Re)Appointment of Directors, and Diversity Policy (available on the Company's website at www.nsrltd.com/about-us/corporate-governance/). Under this framework, appropriate pre-selection checks must be conducted on all Director candidates, as well as candidates for senior executive roles.

Non-Executive Directors provide to the Nomination Committee, prior to their appointment or re-election, details of other significant positions and commitments, including the number and nature of any other directorships. In addition, during the selection process Non-Executive Directors will discuss with Board candidates the amount of time and attention such other positions demand. The Nomination Committee takes these factors into account when making a recommendation to appoint a Director.

The Nomination Committee regularly reviews the time required from the Non-Executive Directors and whether Non-Executive Directors are meeting that requirement.

Where a Director is proposed to be elected or re-elected at an annual general meeting of the Company, the following information is provided to shareholders in the Notice of Meeting:

• all material information relevant to a Director's election or re-election;
• confirmation that appropriate pre-appointment checks have been conducted; and
• whether the Board supports the Director's election or re-election, and why.

The relevant Director speaks in person at the annual general meeting about their election or re-election. At this time, shareholders have the opportunity to ask questions, through the Chairman, in relation to the relevant Director.

All Directors are Northern Star employees. The Company has a written agreement11 in place with each Director and senior executives personally (rather than with an entity for the supply of their services), detailing:

• the terms of their appointment;
• duties and responsibilities;
• remuneration and benefits;
• leave entitlements (in the case of executives); and
• termination of appointment provisions.

Contracts with the Company's Non-Executive Directors require the Director to notify the Company of, and seek prior approval for, the Director taking on any new role that could impact upon the Director's time commitment, or could give rise to a conflict of interest. No Director currently has more than 5 total listed board positions (where a chair role is counted as 2 board positions). Director profiles including details of their other roles and commitments appear on pages 64 to 67 of the FY24 Annual Report and on the website atwww.nsrltd.com/about-us/our-board-and-management/.

11 Material terms of Director contracts, and any material variations to them, are disclosed in accordance with ASX Listing Rule 3.16.4. Contractual arrangements with the Executive KMP are outlined in the Annual Report - see page 110 of the FY24 Annual Report.

Induction, training & continuing education

The Nomination Committee is responsible for:

• reviewing and implementing the Company's Induction Program, and ensuring new Directors participate in the Induction Program;
• providing all Directors with access to ongoing education relevant to their positions in the Company, including key developments in the Company and in the industry and environment within which the Company operates; and
• assessing and advising on skills and competency levels of Directors.

Upon engagement, incoming Directors are provided an induction, which includes familiarising the Director with the Company's policies and processes, role and duties, membership and function of Committees, calendar of events, insurance and indemnity, and meeting the leadership team. Directors are introduced to

key personnel at the corporate office, and site visits are arranged to meet site personnel and familiarise themselves with our operations. The Nomination Committee also ensures incoming Directors are offered appropriate training that is tailored to the Director's existing skills, knowledge, and experience, in making recommendations for continuing professional development programs for Non-Executive Directors. For example, Audit & Risk Committee members must be provided with sufficient resources to undertake their duties, such as ongoing briefing on the accounting standards.

Rona Sampson, Graduate Geologist,

KCGM, Kalgoorlie Production Centre

Training in corporate governance policies

All employees and long-term contractors working at Northern Star are subject to mandatory training in all key safety policies and procedures. All Northern Star employees are trained in the corporate governance policies listed to the right. Northern Star's INX online system also requires refresher training to

be completed for any policies, procedures, or standards that are specific to an employee's role periodically (depending on the policy). As part of this refresher, workers must review all aspects of the relevant policies and complete any test component included. Training modules included within Northern Star's INX online system are reviewed and updated frequently to ensure they remain current, accurate, and reflect best practice.

Table 3 Employee Corporate Governance Policy training compliances

Corporate Governance Policy	Employees trained12
Anti-Bribery and Anti-Corruption Policy	95%
Code of Conduct*	97%
STARR Core Values*	80%
Diversity Policy	97%
Environmental Policy	95%
Equal Employment Opportunity Policy*	95%
Human Rights Policy	92%
Privacy Policy	92%
Risk Management Policy	95%
Safety and Health Policy*	95%
Social Media and Publicity Policy	95%
Stakeholder Policy	95%
Whistleblower Policy*	95%
All Corporate Governance Policies	92%

• This Policy promotes the STARR Core Value of respect in the workplace addressing psychosocial hazards, such as bullying and harassment.

12 These figures include where the competency has been met and is required to be reviewed due to expiry.

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Northern Star Resources Ltd FY24 Corporate Governance Statement

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Board Committees

Board Committees

Table 4 Committee composition and key responsibilities

Committee	Composition		Key role and responsibilities
	• At least 3 members	•	Oversees the internal financial control systems and risk management processes;
	•	All Non-Executive	•	Oversees financial reporting, including the full year and half year financial
				statements;

Board Committee structure

During full year FY24, the Board had five standing Committees to assist in discharging its responsibilities. The Committees review matters on behalf of the Board and (subject to the terms of each Committee Charter) may:

• make recommendations to the full Board for its consideration; and
• determine matters for which the Committees have delegated authority, and report these to the Board.

Committee Charters13 are reviewed and updated as part of the annual corporate governance policy review process.

During FY24 the Board visited, and held Board and Committee meetings hosted at, our KCGM operations to engage with the wider workforce, in addition to other site visits by Directors in Australia and Alaska at other times of the year. These site visits are important for the Board to speak to employees at all levels, discuss safety and provide an opportunity to

improve understanding of the Company's challenges and workplace culture.

See Tables 4 and 5 adjacent for a summary of:

• Committee structure, role, and responsibilities; and
• Board and Committee membership, and meeting attendance in FY24.

Audit & Risk		Directors
Committee	•	At least 1 member to	• Reviews the adequacy of the entity's internal control framework; and
		hold relevant financial	• Reviews auditor fees (audit and non-audit) and effectiveness of the external and
		qualifications	internal audit functions.
	• At least 3 Non-Executive	• Reviews and provides recommendations to the Board regarding culture, safety &
		Directors	wellbeing, diversity & inclusion, people strategy, and talent management;
People & Culture	•	Majority of members
• Reviews the Company's remuneration framework; and
Committee		must be independent
	• Monitors assessment of performance, leadership development, and other
	•	Chair must be
	matters referred by the Board.
		independent
	• At least 3 members	• Assists the Board in implementing ESS strategies and ensuring responsible and
Environmental,	• Chair must be an	sustainable business practices, and oversight of workplace health & safety;
	independent Director	• Reviews and monitors environmental management including climate change,
Social & Safety
	with relevant experience	community & social responsibility, business ethics and long-term ESS strategic
Committee (ESS)
• Chair is not the Board	goals; and
		Chairman	• Reports to Audit & Risk Committee on identified material sustainability risks.
	• At least 3 members	• Oversees decisions on capital expenditure allocation for exploration,
	• Chair must be an	organic and inorganic growth initiatives, and decisions on competing capital
Exploration &		independent Director	expenditure priorities across the Company; and
Growth Committee14		with relevant experience	• Ensures implementation of decisions is guided by maximising shareholder value,
	• Chair is not the Board	stakeholder interests and consistency with the Company's strategy and fiscal
		Chairman	framework.
			• Examines and makes recommendations on selection and appointment practices,
Nomination	•	Members are the Non-	including Board size and composition, selection process and performance
Committee		Executive Directors	evaluations; and
			• Oversees succession planning processes.

Table 5 FY24 Board and Committee composition and attendance at meetings held in FY2415

Michael	Stuart	John	Nick	Sally	John	Sharon	Marnie
Chaney	Tonkin	Fitzgerald	Cernotta	Langer	Richards	Warburton	Finlayson

Board

Audit & Risk Committee

People & Culture Committee

ESS Committee

Exploration & Grown Committee

Nomination Committee

Attendance (%)

KEY: Chair Member

Meetings held

in FY24

8

6

7

5

5

5

99.5%16

Ore stockpile, Kanowna Belle, Kalgoorlie Production Centre

1. Available on the Company's website atwww.nsrltd.com/about-us/corporate-governance/.
2. The Exploration & Growth Committee was dissolved effective 1 July 2024, with its role and key responsibilities now addressed by the full Board.
3. Directors frequently attend Committees meetings in an invitee / observer capacity, which attendance is not reflected in this Table. Stuart Tonkin attends two Audit & Risk Committee meetings each year prior to the recommendations of the half year and full year financial statements to enable him to provide the requisite CEO Declaration under section 259A of the Corporations Act, but is otherwise not invited to attend Audit & Risk Committee meetings.
4. 1 Director missed 1 meeting of the People & Culture Committee in FY24, otherwise there was 100% attendance at Board and Committee meetings.

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Northern Star Resources Ltd FY24 Corporate Governance Statement

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