St Barbara : 2020 Appendix 4G and Corporate Governance Statement

ASX Release/ 18 September 2020

2020 Appendix 4G and Corporate Governance Statement

St Barbara Limited ("St Barbara") submits the attached 2020 Appendix 4G and Corporate Governance Statement in accordance with ASX Listing Rules 4.7.3, 4.7.4 and 4.10.3, which reference the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations.

St Barbara has reported against the 4thedition of the Corporate Governance Principles and Recommendationspublished in February 2019, one year ahead of its effective date for St Barbara.

The Corporate Governance Statement complements, and should be read in conjunction with, information contained in the Company's corresponding Annual Report and Sustainability Report, both released today and available at www.stbarbara.com.au.

	Annual Report
	Integrated suite of
	annual reporting
Sustainability		Corporate
	Governance
Report
	Statement

Investor Relations	Mr David Cotterell	Manager Investor Relations	[phone]	ASX: SBM
Media Relations	Mr Ben Wilson	GRACosway		[phone]	ADR: STBMY
Authorised by	Mr Rowan Cole	Company Secretary
St Barbara Limited	Level 10, 432 St Kilda Road, Melbourne VIC 3004	T[phone] F[phone]
ACN 009 165 066	Locked Bag 9, Collins Street East, Melbourne VIC 8003	Wwww.stbarbara.com.au

Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures

Corporate Governance Council Principles and Recommendations

Name of entity

St Barbara Limited

ABN/ARBN

36 009 165 066

Financial year ended:

30 June 2020

Our corporate governance statement 1for the period above can be found at: 2

• These pages of our annual report:

☒

This URL on our website:

https://stbarbara.com.au/about-us/governance/

The Corporate Governance Statement is accurate and up to date as at 24 August 2020 and has been approved by the Board.

The annexure includes a key to where our corporate governance disclosures can be located. 3

Date:	18 September 2020
Name of authorised officer	Rowan Cole
authorising lodgement:	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 part 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 with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of Listing Rule 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 requirements 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.

ASX Listing Rules Appendix 4G

Page 1

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations (4thEd.)

ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES

	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the
			recommendation in fullfor the wholeof the period
			above. We have disclosed this in our
			Corporate Governance Statement:
	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 we have disclosed a copy of our board charter at:
		and
		www.stbarbara.com.au/about-us/governance/
		(b) those matters expressly reserved to the board and those delegated to
		management.
	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.
	1.3	A listed entity should have a written agreement with each director and	☒
		senior executive setting out the terms of their appointment.
	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.
	1.5	A listed entity should:	☒
		(a) have and disclose a diversity policy;	and we have disclosed a copy of our diversity policy
		(b) through its board or a committee of the board set measurable
		at:www.stbarbara.com.au/about-us/governance/
		objectives for achieving gender diversity in the composition of its	and we have disclosed the information referred to in
		board, senior executives and workforce generally; and
		paragraph (c):
		(c) disclose in relation to each reporting period:
		in ourCorporate Governance Statement
		(1) the measurable objectives set for that period to achieve gender
		and if we were included in the S&P / ASX 300 Index at
		diversity;
		the commencement of the reporting period our
		(2) the entity's progress towards achieving those objectives; and
		measurable objective for achieving gender diversity in
		(3) either:	the composition of its board of not less than 30% of its
		(A) the respective proportions of men and women on the	directors of each gender within a specified period.
		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.

4Tick the box in this column only if you have followed the relevant recommendation in fullfor the wholeof 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 insert 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/").

ASX Listing Rules Appendix 4G

Page 2

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations (4thEd.)

Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the
			recommendation in fullfor the wholeof the period
			above. We have disclosed this in our
			Corporate Governance Statement:
1.6	A listed entity should:	☒
	(a)	have and disclose a process for periodically evaluating the performance
	and we have disclosed the performance evaluation
		of the board, its committees and individual directors; and	process referred to in paragraph (a):
	(b)	disclose for each reporting period whether a performance evaluation
	in ourCorporate Governance Statement
		has been undertaken in accordance with that process during or in
		and whether a performance evaluation was
		respect of that period.
		undertaken for the reporting period in accordance
			with that process:
			in ourCorporate Governance Statement
1.7	A listed entity should:	☒
	(a)	have and disclose a process for evaluating the performance of its
	and we have disclosed the performance evaluation
		senior executives at least once every reporting period; and
		process referred to in paragraph (a) at:
	(b)	disclose for each reporting period whether a performance evaluation
	in ourCorporate Governance Statement
		has been undertaken in accordance with that process during or in
		and whether a performance evaluation was
		respect of that period.
		undertaken for the reporting period in accordance
			with that process at:
			in ourCorporate Governance Statement
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:
	and we have disclosed a copy of the charter of the
		(1) has at least three members, a majority of whom are independent
		committee at:
		directors; and	www.stbarbara.com.au/about-us/governance/
		(2) is chaired by an independent director,
		and the information referred to in paragraphs (4) and
		and disclose:
		(5):
		(3) the charter of the committee;	in the Directors' Report, which comprises pages 2 to
		(4) the members of the committee; and	45 of the Annual Report, available at
		(5) as at the end of each reporting period, the number of times the	www.stbarbara.com.au/investors/annual-reports/
		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.
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:
	in ourCorporate Governance Statement
2.3	A listed entity should disclose:	☒
	(a)	the names of the directors considered by the board to be independent
	and we have disclosed the names of the directors
		directors;
		considered by the board to be independent directors:
	(b)	if a director has an interest, position, affiliation or relationship of the
	in ourCorporate Governance Statement
		type described in Box 2.3 but the board is of the opinion that it does
		and, where applicable, the information referred to in
		not compromise the independence of the director, the nature of the
		paragraph (b):
		interest, position or relationship in question and an explanation of why
		the board is of that opinion; and	in ourCorporate Governance Statement
	(c)	the length of service of each director.	and the length of service of each director:
			in ourCorporate Governance Statement
2.4	A majority of the board of a listed entity should be independent directors.	☒

ASX Listing Rules Appendix 4G

Page 3

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations (4thEd.)

Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the
		recommendation in fullfor the wholeof the period
		above. We have disclosed this in our
		Corporate Governance Statement:
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.
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.
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:
		www.stbarbara.com.au/about-us/our-vision-and-
		values/.
3.2	A listed entity should:	☒
	(a) have and disclose a code of conduct for its directors, senior executives
	and we have disclosed our code of conduct at:
	and employees; and
	www.stbarbara.com.au/about-us/governance/
	(b) ensure that the board or a committee of the board is informed of any
	material breaches of that code.
3.3	A listed entity should:	☒
	(a) have and disclose a whistleblower policy; and
	and we have disclosed our whistleblower policy at:
	(b) ensure that the board or a committee of the board is informed of any
	www.stbarbara.com.au/about-us/governance/
	material incidents reported under that policy.
3.4	A listed entity should:	☒
	(a) have and disclose an anti-bribery and corruption policy; and
	and we have disclosed our anti-bribery and corruption
	(b) ensure that the board or committee of the board is informed of any
	policy at:
	material breaches of that policy.	www.stbarbara.com.au/about-us/governance/
PRINCIPLE 4 - SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1	The board of a listed entity should:	☒
	(a) have an audit committee which:
	and we have disclosed a copy of the charter of the
	(1) has at least three members, all of whom are non-executive
	committee at:
	directors and a majority of whom are independent directors; and	www.stbarbara.com.au/about-us/governance/
	(2) is chaired by an independent director, who is not the chair of the
	and the information referred to in paragraphs (4) and
	board,
	(5) at:
	and disclose:
	in the Directors' Report, which comprises pages 2 to
	(3) the charter of the committee;
	45 of the Annual Report available at
	(4) the relevant qualifications and experience of the members of the	www.stbarbara.com.au/investors/annual-reports/
	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 the rotation of
	the audit engagement partner.

ASX Listing Rules Appendix 4G

Page 4

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations (4thEd.)

Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the
		recommendation in fullfor the wholeof the period
		above. We have disclosed this 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 internal control which is
	operating effectively.
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.
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:
		www.stbarbara.com.au/about-us/governance/
5.2	A listed entity should ensure that its board receives copies of all material	☒
	market announcements promptly after they have been made.
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.
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:
		www.stbarbara.com.au/about-us/governance/
6.2	A listed entity should have an investor relations program that facilitates	☒
	effective two-way communication with investors.
6.3	A listed entity should disclose how it facilitates and encourages participation	☒
	at meetings of security holders.
		and we have disclosed how we facilitate and
		encourage participation at meetings of security
		holders at:
		in ourCorporate 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.
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.

ASX Listing Rules Appendix 4G

Page 5

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations (4thEd.)

Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the
		recommendation in fullfor the wholeof the period
		above. We have disclosed this in our
		Corporate Governance Statement:
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:
	and we have disclosed a copy of the charter of the
	(1) has at least three members, a majority of whom are independent
	committee at:
	directors; and	www.stbarbara.com.au/about-us/governance/
	(2) is chaired by an independent director,
	and the information referred to in paragraphs (4) and
	and disclose:
	(5):
	(3) the charter of the committee;	in the Directors' Report, which comprises pages 2 to
	(4) the members of the committee; and	45 of the Annual Report available at
	(5) as at the end of each reporting period, the number of times the	www.stbarbara.com.au/investors/annual-reports/
	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.
7.2	The board or a committee of the board should:	☒
	(a) review the entity's risk management framework at least annually to
	and we have disclosed whether a review of the
	satisfy itself that it continues to be sound and that the entity is
	entity's risk management framework was undertaken
	operating with due regard to the risk appetite set by the board; and
	during the reporting period:
	(b) disclose, in relation to each reporting period, whether such a review
	in ourCorporate Governance Statement
	has taken place.
7.3	A listed entity should disclose:	☒
	(a) if it has an internal audit function, how the function is structured and
	and we have disclosed how our internal audit function
	what role it performs; or
	is structured and what role it performs:
	(b) if it does not have an internal audit function, that fact and the
	in ourCorporate Governance Statement
	processes it employs for evaluating and continually improving the
	effectiveness of its governance, risk management and internal control
	processes.
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 material
	exposure to environmental and social risks at:
		in the Directors' Report, pages 2 to 45 of the Annual
		Report available at
		www.stbarbara.com.au/investors/annual-reports/
		and, if we do, how we manage or intend to manage
		those risks at:
		in the Directors' Report, which comprises pages 2 to
		45 of the Annual Report available at
		www.stbarbara.com.au/investors/annual-reports/
		The entity's environmental, social and governance
		[ESG] performance is presented in the Sustainability
		Report available at
		www.stbarbara.com.au/sustainability/

ASX Listing Rules Appendix 4G

Page 6

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations (4thEd.)

Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the
		recommendation in fullfor the wholeof the period
		above. We have disclosed this in our
		Corporate Governance Statement:
PRINCIPLE 8 - REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should:	☒
	(a) have a remuneration committee which:
	and we have disclosed a copy of the charter of the
	(1) has at least three members, a majority of whom are independent
	committee at:
	directors; and	www.stbarbara.com.au/about-us/governance/
	(2) is chaired by an independent director,
	and the information referred to in paragraphs (4) and
	and disclose:
	(5):
	(3) the charter of the committee;	in the Directors' Report, which comprises pages 2 to
	(4) the members of the committee; and	45 of the Annual Report available at
	(5) as at the end of each reporting period, the number of times the	www.stbarbara.com.au/investors/annual-reports/
	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.
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 our remuneration
	policies and practices regarding the remuneration of
		non-executive directors and the remuneration of
		executive directors and other senior executives:
		in the Directors' Report, pages 2 to 45 of the Annual
		Report available at
		www.stbarbara.com.au/investors/annual-reports/
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
	and we have disclosed our policy on this issue or a
	transactions (whether through the use of derivatives or otherwise)
	summary of it at:
	which limit the economic risk of participating in the scheme; and
	www.stbarbara.com.au/about-us/governance/
	(b) disclose that policy or a summary of it.

ASX Listing Rules Appendix 4G

Page 7

Corporate Governance Statement

30 June 2020

This Corporate Governance Statement of St Barbara Limited (the "Company") is for the financial year ended 30 June 2020 and is accurate and up to date as at 24 August 2020 and has been approved by the Board.

Contents

Introduction

Key changes to Corporate Governance Framework in this report Principle 1: Lay solid foundations for management and oversight Principle 2: Structure the Board to add value

Principle 3: Act ethically and responsibly

Principle 4: Safeguard integrity in corporate reporting

Principle 5: Make timely and balanced disclosure

Principle 6: Respect the rights of shareholders

Principle 7: Recognise and manage risk

Principle 8: Remunerate fairly and responsibly

Introduction

The Board and Management of the Company are committed to maintaining high standards of ethics, integrity and statutory compliance in all Company dealings, and all dealings of its controlled entities, collectively referred to as the "Group".

This report describes the Corporate Governance Framework in place that underpins the delivery of these objectives, and the Company's conformance with the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations (4thEdition) published on 27 February 2019 ("the ASX Principles and Recommendations"), by reference to each of the stated principles.

In addition, important governance information including details on the composition of the Board and Executive Management, Board related charters, and significant Company policies are available on the Company's website at www.stbarbara.com.au/about-us/governance/.

The Corporate Governance Statement complements, and should be read in conjunction with, information contained in the Company's corresponding Annual Report and Sustainability Report, both released simultaneously with the Corporate Governance Statement and available at www.stbarbara.com.au.

Annual Report

Integrated suite of annual reporting

Sustainability		Corporate
	Governance
Report
	Statement

Principle 1: Lay solid foundations for management and oversight

The role of the Board is to protect and enhance shareholder value, approve the Company's strategic direction, provide Management with guidance and oversight, and foster a culture of good governance.

In performing its role, the Board at all times endeavours to act:

1. in a manner designed to achieve business success and create and continue to build long term value for shareholders;
2. honestly, fairly and ethically in serving the interests of the Company, its shareholders, employees, and as appropriate, other stakeholders; and
3. in accordance with the duties and obligations imposed upon Directors by the Board Charter (see below), the Company's Constitution and applicable law.

The responsibilities of the Board are described in the Board Charter

available atwww.stbarbara.com.au/about-us/governance/.Management is responsible for theday-to-dayoperation of the Company, which it undertakes within a framework of specific delegated authority and approval limits.

The Board undertakes appropriate checks before appointing a person as a Director, or putting forward to shareholders a candidate for election as a Director. The company has a written agreement with each Director and senior executive.

The Company Secretary is accountable to the Board, through the Chairman, on all governance matters and the proper functioning of the Board. All Directors have a right of access to the Company Secretary. The Company Secretary is appointed and dismissed by the Board.

Diversity

The Company's Diversity Policy is available on the Company's website at www.stbarbara.com.au/about-us/governance/.The Policy is reviewed by the Board annually to ensure it remains appropriate and is operating effectively.

Page 8

ST BARBARA LIMITED 2020

Corporate Governance Statement

Diversity objectives, progress against the objectives, and management plans to achieve the objectives are reviewed and approved by the Remuneration and Nomination Committee annually. The measurable diversity objectives endorsed by the Board during the 2020 financial year, and the progress made against those objectives during the 2020 financial year, are as set out below.

Diversity Objectives at 30 June 2020
	Gender Diversity				Gender Pay Gap
		(Australia)					(Australia)
50%					20%
40%					15%
30%
	% Women employed		10%		Overall genderpay gap
10%		5%
20%	Target % women employed				Target gender pay gap
0%	% Women on Board		0%		'Like for like' pay gap
2016	2017	2018	2019	2020	2016	2017	2018	2019	2020
	Data table and definitions below			Data table and definitions below

Objective	Description	Target at			Actual
			start of
			2020 5	2016	2017	2018	2019	2020
1	Increase the proportion of women employed in Australian	30% by 2022	23%	21%	24%	25%	26%
	operations
2	Increase the proportion of women employed in PNG operations	15% by 2022	13%	14%	14%	15%	15%
3	Increase the proportion of Aboriginal employees at Leonora	5% by 2020	1%	4%	4%	3%	3%
	Operations (Western Australia)
4	Reduce the Overall Gender Pay Gap6	8% by 2022	16%	14%	14%	12%	15%
5	Maintain nil gender pay gap for 'like-for-like' roles7	maintain Nil	Nil	Nil	Nil	Nil	Nil
6	Maintain the percentage of women who return to work 8after a	maintain 80%	100%	100%	100%	100%	100%
	period of Maternity Leave
7	Maintain the proportion of women on the Board 9	maintain 33%	25%	25%	25%	40%	33%

The 'Overall Gender Pay Gap' is calculated according to the WGEA guidelines (www.wgea.gov.au), and represents the difference between the average pay for all male employees and the average pay for all female employees. The Company also targets a 0% gender pay gap for 'like for like' roles, that is, paying the same for men and women in comparable roles. As in previous years set out in the table above, there was no gender pay gap in 'like for like' roles again for 2020.

1. All objectives are for the Company's Australian Operations and offices, except for Objectives 2 and 3.
2. The 'Overall Gender Pay Gap' is calculated according to the WGEA guidelines(www.wgea.gov.au), and represents the difference between the average pay for all male employees and the average pay for all female employees across the whole organisation.
3. The 'like for like' gender pay gap measures the difference in base salary over the year between male and female employees in comparable roles.
4. The method for calculating this objective has changed. From and including 2017 this objective is measured on a rolling5-year basis (as reported in the table above). Up to and including 2016, this objective was measured on a cumulative basis since 2007, and the comparative figures previously reported on this basis are: 2014: 71%, 2015: 73%, 2016: 82%.
5. This target reflects the reduced size of the Board from 1 July 2015 and notes the 2015 AICD initiative for ASX 200 Companies to increase the proportion of women on their boards to 30 percent by 2018.

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The following tables show the number of men and women on the Board, in Executive roles and in the workforce:

Gender Statistics at 30 June 2020

		Total	No. of Men	% Men	No. of Women	% Women
Board10		6	4	67	2	33
Senior Executives 11	3	3	100	0	0
Workforce 12
•	Australia	260	191	73	69	26
•	Canada	320	256	81	60	19
•	PNG	746	631	85	111	15
Gender Statistics at 30 June 2019
		Total	No. of Men	% Men	No. of Women	% Women
Board		5	3	60	2	40
Senior Executives 13	3	3	100	0	0
Whole Organisation 14	299	206	75	92	25

In accordance with the Workplace Gender Equality Act 2012(Cth), the Company submitted its annual public report to the Workplace Gender

Equality Agency during the year. A copy of the report is available on the Company website at www.stbarbara.com.au/investors/announcements/2020/2020.08.20-2019-20-workplace-gender-equality-act-report.pdf.

Craig Jetson, Managing Director & CEO, is a 'pay equity ambassador' of the Workplace Gender Equality Agency pay equity campaign. The Company's practice of appointing the Managing Director & CEO as a 'pay equity ambassador' has been in place since September 2014.

St Barbara received the 2019-20 Workplace Gender Equality Agency Employer of Choice for Gender Equality (EOCGE), having previously received this citation each year since 2014.

Board Performance Review

In most years, the Chairman has led a review of the performance of the Board and Board Committees annually, pursuant to the Board's Charter. The Chairman and Directors regularly discuss the performance and composition of the Board and Committees during the year, and promptly address any issues as they arise.

In 2016, the Board introduced an online, confidential Annual Board Performance Review questionnaire as part of its Board performance review, which assessed the Board's effectiveness and that of its committees. The questionnaire was administered by the Company Secretary and completed by Directors and senior managers who attend Board meetings. This process was utilised for each year from 2016 to 2018.

In 2019, the Chairman sought assistance with the review from an external consultant, as provided for in the Charter. With the approval

of the Board, Dr Marc Stigter was appointed to assist with the review. Dr Stigter is co-author of Solving the Strategy Delusionand Boards that Dare. The review comprised a confidential questionnaire and facilitated workshop around the central tenets in Boards that Darefor a Board to realise sustained shareholder value that it must be aware of and challenge its own ability, understanding, desire, being and courage.

Opportunities for improvement noted in the 2019 questionnaire and addressed during the year included:

• enhanced monitoring of strategy execution
• succession planning of critical roles
• effectiveness of committees reviewed
• increased exposure with General Managers.

In 2020, the Board again used the internal questionnaire, last used in 2018. The questionnaire comprised 67 questions in 9 topic areas, plus

1. The Board is reported as including the role of Managing Director & CEO
2. Senior Executives are 'Key Management Personnel' as reported in the Remuneration Report: Managing Director & CEO, Chief Financial Officer, Company Secretary.
3. Workforce includes the Managing Director & CEO and Board members.
4. Senior Executives are 'Key Management Personnel' as reported in the Remuneration Report: Managing Director & CEO, Chief Financial Officer, Company Secretary.
5. Whole organisation includes the Managing Director & CEO and Board members and does not include Pacific Operations.

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an assessment of each Board committee, ranked on a six-point scale (from 'very satisfied' to 'very unsatisfied'), together with 15 open ended questions seeking additional comment.

• any aspects of their performance to be addressed
• any other comments on their performance as a Board or Committee member.

The nine topic areas are:

• creating an effective board
• running an effective board
• director professional development
• strategic foresight
• stewardship
• performance evaluation
• managing management
• value creation
• corporate culture.

The results of the questionnaire were collated by the Company Secretary and considered by the Board. The results formed the basis of a comprehensive review of the Board's performance, which concluded that the Board and its committees were functioning well.

The Chairman used this information and their own review of the individual performance and contribution to the Board and Committees of each Non-Executive Director, and discussed the outcomes with each Director. The Chair of the Remuneration and Nomination Committee received feedback from Directors on the performance of the Chairman of the Board, and discussed the outcomes with the Chair of the Board.

Performance of Executives

The performance of each executive is formally assessed each year under the Company's performance appraisal system and reviewed by the Remuneration and Nomination Committee and the Board. Further details, including the linkage to remuneration, are contained in the Remuneration Report, which is included in the Annual Report and available at www.stbarbara.com.au/investors/annual-reports/.

The overall average result for 2020 was 1.4, indicating an overall assessment between 'satisfactory (1.0)' and 'very satisfactory (2.0)'. This cannot be directly compared to the 2019 review, due to the different questionnaires used. The Board's main focus were individual questions and topic areas below the average result, which were:

• strategic foresight
• performance evaluation
• value creation.

Key outcomes from the 2020 Board Performance Review included:

• a key theme to focus Board attention on strategy rather than compliance matters
• the increased compliance requirements for Directors
• the above items combining to result in an action to delegate oversight of most compliance matters to Board Committees to allow the Board to focus on strategy
• to streamline information provided to the Board
• increased use of virtual Board meetings, in conjunction within-person Board meetings, site visits and strategy workshops
• Committee meetings generally to be held via videoconference
• the need to review strategy and purpose.

The outcomes from the 2020 Performance Review will be implemented over 2020 (some have already been actioned).

Separately, Directors are invited annually to provide confidential feedback directly to the Chairman on the performance of individual Non-Executive Directors.

The topic areas of the individual Director performance review include:

• an overall rating of their effectiveness and contribution as a Director
• their major strengths
• their areas for development

Principle 2: Structure the Board to add value

Independence

It is Board policy that a majority of Non-Executive Directors, including the Chairman, should be independent and free of any relationship that may conflict with the interests of the Company.

Each Director is required to provide advance notice of any actual or potential conflict of interest relating to business planned to be considered by the Board. Declaration of Director's interests is a standing agenda item at the start of each Board meeting. Directors who have declared a potential or real conflict of interest on a particular issue may be excluded from all relevant Board deliberations, and from voting on that issue.

In assessing the independence of Directors, the Board considers the materiality of any transactions during the year relative to both the Company and any third party with which a Director is associated. All current Non-Executive Directors, including the Chairman, are considered to be independent. No Directors have an interest, position, association or relationship that may cause doubts regarding their independence. The Managing Director and CEO is the only Executive Director on the Board.

Composition of the Board of Directors

The Board periodically reviews its own composition, skill set and capability. The Board considers that the size, nature, scope and location of the Company's operations require a mix of skills broadly technical, financial and commercial in nature and with a focus on natural resources. Specifically those skills should include governance, capital management and capital markets, mining and exploration, health, safety and environment, strategic planning, remuneration and policy. In addition, Directors are required to have a high level of problem solving and decision making skills and the ability to work constructively as a member of a high performing team.

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Corporate Governance Statement

In seeking to ensure that the Board composition reflects and meets those needs, a broad diversity among directors is also sought based on age, gender and professional background, qualifications and experience. The Board assesses candidates against a range of specific criteria, including their experience, background, qualifications and professional skills, potential conflicts of interest, the requirement for independence and the existing collective skill sets of the Board.

The Company has an induction program for new Directors, and encourages and supports Directors to maintain appropriate professional development.

Board structure

The Directors in office at the date of this report are:

													ST BARBARA LIMITED 2020
				Director Tenure & Experience
(years)	55
												Chair
45
experience	35			MD
				Director						Director
Professional
25				Director					Director
	15
		0	1	2	3	4	5	6	7	8
						St Barbara Board Tenure (years)

Director	Appointed	Length of service	Position
		(whole years to
		30 June 2020)
Tim Netscher	17 Feb 2014 15	5 years	Independent Non-Executive Chairman
Craig Jetson	3 Feb 2020	<1 year	Managing Director & Chief Executive Officer
David Moroney	16 Mar 2015	5 years	Independent Non-Executive Director
Kerry Gleeson	18 May 2015	5 years	Independent Non-Executive Director
Stef Loader	1 Nov 2018	1 year	Independent Non-Executive Director
Steven Dean	23 July 2019	1 year	Independent Non-Executive Director

The composition of Board Committees at the date of this report is:

Director	Board	Audit & Risk	Health, Safety,	Growth & BD	Remuneration &
		Committee	Environment &	Committee	Nomination
			Community		Committee
			Committee
Tim Netscher	Chairman	Member	Chair / Member	Member	Member
Craig Jetson	MD & CEO 16	-	-	-	-
David Moroney	Director	Chair	Member	-	Member
Kerry Gleeson	Director	Member	Member	-	Chair
Stef Loader	Director	Member	Chair	Member	Member
Steven Dean	Director	-	-	Chair	Member

Details of each current Director's skills, qualifications, experience, relevant expertise and date of appointment are set out in the Directors' Report, which is included in the Annual Report and available at www.stbarbara.com.au/investors/annual-reports/.

1. Appointed as Director 17 February 2014, appointed as Chairman 1 July 2015.
2. MD & CEO is not a member of any Board Committee. MD & CEO attends Board Committee meetings by invitation.

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Board Skills and Experience Matrix

The Board skills and experience matrices reflect the skills and experience of the Directors in office at the date of this report (as shown in the previous table).

Board Skills and Experience Matrix	Total
Senior management experience
CEO / MD	- resources	4
CFO / Finance	- resources	1
	- other industries	1
COO / Operations	- resources	3
Other C-Level Mgt	- resources	4
	- other industries	1
Company Secretary- other industries	1
Geographic experience
Resources	- Australia	6
	- developed countries	6
	- developing countries	5
Directorships (current and previous)
Industry	- resources	5
	- other industries	2
Tenure	- 10 + years	3
	- under 10 years	2

		Total
Professional qualifications
Economics		1
Engineering	- Chemical / Metallurgy	1
	- Mechanical	1
Finance		2
Law		1
MBA		1
AICD Member, Graduate or Fellow	4
Relevant professional experience
30 + years		4
20 to 30 years		2
Gender
Female		2
Male		4

Summary of Directors' skills & experience

Skills and experience		Criteria	Total
			(at least one to apply)
Corporate
•	Governance,	•	Former or current executive role with direct involvement in development and maintenance of	6
	culture & values		governance structure
		•Former or current non-executive role with another company with direct involvement in
			development and maintenance of governance structure (at least 3 years)
•	Capital markets,	•	Proven experience with M&A in executive or non-executive capacity	6
	mergers &	•Proven experience with capital raisings in executive or non-executive capacity
	acquisitions	•Former or current corporate advisory role
•	Audit and	•	Professional qualification in accounting	3
	corporate finance	•	Former CFO role
		•Professional experience in corporate finance
•	Legal	•	Former or current practicing lawyer	1
		•Former or current general counsel
•	Remuneration	•	Former or current executive role with direct involvement in remuneration practices	6
		•Previous or current member of another company's remuneration committee (at least 3 years)
•	Risk management	•	Former or current executive role with direct involvement in risk management	6
		•Expertise in risk management
		•Previous or current member of another company's risk management committee (at least 3
			years)
•	Stakeholder	•	Former or current executive role in stakeholder relations	6
	relations	•Former or current non-executive director experience in stakeholder relations
Operations
•	Materials	•	Former or current executive role in the materials sector	6
		•Expertise in exploration, development, processing, production minerals & chemicals
•	Mining &	•	Former or current technical mining executive role	3
	engineering	•	Technical work experience
		•Degree in engineering (mining, chemical)
•	Exploration	•	Former or current executive responsibility for resource development and exploration program	3

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Summary of Directors' skills & experience

Skills and experience	Criteria	Total
	(at least one to apply)
•Environment &	•Former or current executive role with direct control and responsibility for environment and	6
community	community

• Previous or current member of another company's environment and community committee (at least 3 years)
• Proven knowledge of global environmental management
• Executive experience in community relations

•	Health & safety	•Former or current executive role with direct control and responsibility for health & safety	6
		•Former or current role with direct accountability for health & safety in the same industry
		•Previous or current member of another company's health & safety committee (at least 3 years)
•	Public Policy	•Direct engagement in executive or non-executive capacity with national, provincial and local	6
		government
		•Previous or current direct participation in executive or non-executive capacity in industry
		bodies on public and government policy
•	International	•Former or current executive role in an overseas market where the company has operations	5
		•Recent or current non-executive role in an overseas market where the company has operations
		•Proven knowledge of the overseas markets in which the company operates

Board Committees	The MD & CEO attends Audit & Risk Committee meetings by
The Board has established a number of standing Board Committees
invitation.
to provide a forum for a more detailed analysis of key issues and	Health, Safety, Environment and Community Committee
interaction with Management. Each Committee reports its
recommendations to the next Board meeting. The current	The Health, Safety, Environment and Community Committee
Committees are:	comprises at least three members, all of whom are independent
•	Audit and Risk Committee	Non-Executive Directors, and it is chaired by an independent
Director who is not the Chair of the Board.
•	Health, Safety, Environment and Community Committee
•	Growth and Business Development Committee, and	The role of the Health, Safety, Environment and Community (HSEC)
•	Remuneration and Nomination Committee.	Committee is to assist and advise the Board on matters relating to:
The	charter for each Committee is available at	a)	promoting a safety conscious culture throughout the
	Company
www.stbarbara.com.au/about-us/governance/.
b) reviewing health, safety, environment and community
In addition, a special purpose Board Committee may be established		polices, objectives, strategies and plans, and
c)	monitoring compliance with health, safety, environment
for a particular set of circumstances, as appropriate. One such
committee is the ad-hoc Proposal Committee, which is utilised to		and community regulatory requirements.
consider potential transactions from time to time.
Audit and Risk Committee	The MD & CEO attends HSEC Committee meetings by invitation.
The Audit and Risk Committee comprises at least three members, all	Growth & Business Development Committee
of whom are independent Non-Executive Directors, and it is chaired	The Growth and Business Development Committee comprises at
by an independent Director who is not the Chair of the Board.	least three members, all of whom are independent Non-Executive
The role of the Audit and Risk Committee is to assist and advise the	Directors, and it is chaired by an independent Director who is not the
Chair of the Board.
Board on matters relating to:

1. financial reporting
2. risk management
3. evaluation of the effectiveness of the financial control environment
4. review of the internal and external audit functions, and
5. review of the Mineral Resource and Ore Reserve estimation processes.

The primary role of the Growth and Business Development Committee is to:

1. provide Management with guidance, emphasis and boundaries regarding corporate strategy and business development (which will necessarily change over time)
2. provide the Board with oversight of corporate and business development, strategy development and execution.

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The MD & CEO attends Growth and Business Development Committee meetings by invitation.

Remuneration & Nomination Committee

The Remuneration and Nomination Committee comprises at least three members, all of whom are independent Non-Executive Directors, and it is chaired by an independent Director who is not the Chair of the Board.

The primary role of the Remuneration and Nomination Committee is to assist and advise the Board on matters relating to:

1. the overall remuneration strategies and policies of the Company
2. the remuneration of the Managing Director & CEO, their

Principle 3: Act ethically and responsibly

Values

Many years ago, the Company implemented a formal set of behavioural values designed to uphold high standards of integrity and work performance for the Board, Management, employees, and other members of the work force. The Company's Values are:

• We act with honesty and integrity
• We treat people with respect
• We value working together
• We deliver to promise
• We strive to do better

senior executive direct reports, employees of the	Commitments
Company, and Non-Executive Directors

1. matters relating to the composition, structure, succession planning and performance of the Board.

In addition to the values, the Company is guided by five business- wide commitments to safety, our people, our communities, the environment and to growing our business sustainably:

The MD & CEO attends Remuneration & Nomination Committee meetings by invitation.

Attendance at meetings and engagement with the business

Details of the number of scheduled meetings of the Board and each standing Committee during the year, and each Director's attendance at those meetings, are set out in the Directors' Report, available at www.stbarbara.com.au/investors/annual-reports/.Every Director has a standing invitation to attend any Committee meeting and to receive Committee papers.

All Directors visit the Company's mining operations periodically and meet with Management regularly to gain a better understanding of the Company's business.

Independent professional advice and access to Company information

As specified in the Board Charter and individual letters of appointment, Directors have the right of access to all Company information and to the Company's Management. Subject to prior consultation with the Chairman, Directors may seek independent advice, at the Company's expense, on any issue of particular concern from a suitably qualified adviser.

Procedures are in place to record and publicly report each Director's shareholdings in the Company, as disclosed annually in the Directors' Report, available at www.stbarbara.com.au/investors/annual- reports/. Changes in Directors' shareholdings during the year are reported to the ASX in accordance with the Listing Rules.

• Safety always
  Zero harm is always our target. Zero harm to all people as we responsibly operate our assets to their full potential. This focus on safety guides everything we do.
• Empowered people, diverse teams
  We are an employer of choice committed to inclusion and diversity. We provide a caring work environment where our talented people are happy, thrive, feel safe and can fulfil their potential.
• Stronger communities
  We strive to help our communities thrive, grow and prosper. We build meaningful relationships, investing time and energy to ensure local communities are enriched by being our neighbours.
• Respecting the environment
  We are committed to caring for the environment. We think differently to find solutions to actively manage and neutralise our impact, because we care about the environment and our planet.
• Growing sustainably
  Growing our business sustainably, where it makes sense, and with strong governance practices, means we can add value for everyone: our shareholders, our people and our communities.

Culture

The Company defines culture as the shared values, norms and expectations that govern the way people approach their work and interact with each other - 'it's the way things are done around here'.

The Company describes its culture as 'talented people who achieve extraordinary results based on the foundation of our Values.'

The Company regularly reviews how to sustain and enhance its culture. The Company's management of culture is largely consistent

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with the 'drivers of good culture' identified by ASIC 17and reinforced in 'Managing Culture, a good practice guide' 18, which are:

• tone from the top
• cascading values to the rest of the organisation
• translating values into business practice
• accountability
• effective communication and challenge
• recruitment, training and rewards
• governance structure.

The Company monitors and reports a 'culture scorecard' (comprising disparate indicators of culture) to the Board on a regular basis. Indicators of culture include selected safety statistics, employee turnover, whistleblower and employee grievance submissions, employee engagement results, and measurable feedback from recruitment and exit interviews.

Leadership framework

The Company has defined and revised over several years a combination of tools, models and principles, which are summarised in a leadership framework. The leadership framework guides leadership training throughout the organisation, and is predicated on the Company's values, with the first expectation that 'leaders always demonstrate behaviour consistent with the St Barbara values'. Annual performance reviews assess behaviour against values.

Conduct and training

Employees and contractors are accountable for their conduct consistent with the Values and in accordance with a range of Company policies and procedures, collectively known as the 'Code of Conduct', set out below. These policies and procedures include:

• anti-briberyand anti-corruption
• continuous disclosure
• diversity and equal opportunity
• environment
• health and safety
• modern slavery
• risk management
• trading in Company securities.
• whistleblower
• workplace behaviour.

The Company has policies, training, systems and registers to manage:

• conflicts of interest and related parties
• donations, sponsorships and community programs
• securities dealing
• grievances, including fair treatment and whistleblower processes.

Each of the above systems has escalation processes to alert senior management and the Board as appropriate, including of any material breaches of the Values, Code of Conduct, and Anti-Bribery and Anti- Corruption Policy that would call into question the culture of the organisation, including a breach by a Director or Executive.

Whistleblower disclosures are dealt with appropriately and in a timely manner in accordance with the Company's Whistleblower Policy. The Board is informed of any material concerns arising from whistleblower disclosures, whilst preserving the confidentiality of the whistleblower.

The Company Secretary is responsible for investigating any reports of unethical practices and reporting the outcomes to the Managing Director & CEO or the Board, as appropriate. The Company's legal department reviews all anti-bribery and anti-corruption entries in the Gifts and Hospitality Register, Conflicts of Interest Register and Donations, Sponsorships and Community Investments Register and reports to the Board on a quarterly basis.

The Company's performance on various people and behaviour metrics is published in the Performance Data section of the Sustainability Report.

Employees and contractors are made aware of acceptable behaviour through induction programs, on-going training and development and contact with senior staff who are encouraged to lead by example.

17'The importance of corporate culture', a speech by Greg Medcraft, Chairman, Australian Securities and Investments Commission, 5 April 2017

18Managing Culture: a good practice guide, IIA Australia, The Ethics Centre, Governance Institute, Chartered Accountants ANZ, December 2017

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Code of Conduct

The Company has a Code of Conduct. At the time of publication of this document, the Code of Conduct includes the following policies and related documents, which are available at www.stbarbara.com.au/about-us/governance/

Principle 4: Safeguard integrity in corporate reporting

The Company has an Audit and Risk Committee which functions include responsibility on behalf of the Board for reviewing the integrity of financial reporting. The composition and role of the Audit and Risk Committee are set out under 'Principle 2: Structure the Board to add value'. The Audit and Risk Committee reviews the principles governing the Company's relationship with its external auditor.

Current auditor PricewaterhouseCoopers was appointed by Shareholders as the auditor of the Company at the 2016 Annual General Meeting following a thorough tender process. The external auditor attends the Annual General Meeting and is available to answer questions in relation to the audit of the financial statements.

Before approving the Company's financial statements the Board receives from the MD & 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 internal control which is operating effectively.

Under the Company's Continuous Disclosure and External Communications Policy, the Board has appointed specific Executives as 'disclosure officers' to ensure that Company announcements (including the annual directors' report) are accurate, balanced and understandable and provide investors with

appropriate information to make informed investment decisions. The disclosure officers coordinate the form of disclosure and verify the accuracy of the information contained in announcements. Where necessary and possible, the disclosure officers consult on announcements with the Chairman of the Board and Directors available at that time.

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Principle 5: Make timely and balanced disclosure

The Company seeks to provide relevant up-to-date information to its shareholders and the broader investment community in accordance with the continuous disclosure requirements of the ASX Listing Rules and Corporations Act 2001(Cth).

The Company has a Continuous Disclosure Policy available at www.stbarbara.com.au/about-us/governance/to ensure that information considered material to the share price is lodged with the ASX as soon as practicable and within ASX Listing Rule timelines.

Other relevant information, including Company reports, presentations and announcements, are subject to a structured process of internal review described in the Continuous Disclosure and External Communications Policy, disclosed to the ASX and available on the Company's website at www.stbarbara.com.au/ investors/.

Information published on the website includes:

• ASX announcements
• quarterly, half year and annual reports
• ore reserves and mineral resources statements
• presentations
• webcasts.

The Company releases announcements and presentation materials containing new or market sensitive material to the ASX prior to the time of the corresponding presentation to analysts, investors or conference. Following confirmation of release of such materials by the ASX, the materials are published on the Company's website, selected social media and circulated by email

to the Company's subscribers. The Company makes announcements available to Directors promptly after receiving confirmation from the ASX that an announcement has been released to the market.

Presentation materials that do not contain new or market sensitive material are published on the website and circulated to the Company's subscribers at the time they are made available to the relevant event.

The Company reports on its environmental, social and governance [ESG] performance in a separate Sustainability Report, available at www.stbarbara.com.au/sustainability/.

Principle 6: Respect the rights of shareholders

The Company maintains information about itself at www.stbarbara.com.auand about its governance at www.stbarbara.com.au/about-us/governance/.

The Company engages regularly with shareholders in Australia and overseas and conducts regular analyst briefings which for key announcements are simultaneously webcast and available for subsequent review at www.stbarbara.com.au/investors/ webcast/. These activities are supported by the publication of the Annual and Half Year Reports, Quarterly Reports, public announcements and the posting of ASX releases on the Company website and selected social media promptly after their disclosure on the ASX. Shareholders can elect to receive email notification of announcements by subscribing at www.stbarbara.com.au/ contact/subscribe/.

Shareholders are also encouraged to attend the Annual General Meeting and any other meetings of shareholders, to use the opportunity to ask questions and personally vote on shareholder resolutions. All resolutions at Annual General Meetings have been decided on poll since 2014. Shareholders are welcome to contact the Company at any time. Contact details are published on every ASX announcement and periodic report and at www.stbarbara.com.au/contact/.

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Principle 7: Recognise and manage risk

Risk assessment and management are central to how the Company conducts its business through an enterprise-wide risk management framework, which delivers enhanced risk reporting and control mechanisms designed to ensure that strategic, operational, legal, reputational, financial and other risks are identified, assessed and managed.

The Company's Audit and Risk Committee role includes the oversight of risk management. The composition and role of the Audit and Risk Committee are set out under 'Principle 2: Structure the Board to add value'.

The financial reporting and control mechanisms are reviewed during the year by Management, the Audit and Risk Committee, the internal audit function and the external auditor. The Company has an internal audit function to review, independently of the external auditor, key financial controls and systems. That function is managed by an independent accounting firm, which reports directly to the Audit and Risk Committee.

The Company has policies to manage risk in areas including 'Health and Safety', 'Environmental' and 'Equal Employment Opportunity'. The Board regularly reviews the high-level risks within the business and the effectiveness of the Company's management of those risks.

The Company has also implemented a COVID-19 management framework in line with the relevant federal and local government advice to identify, understand and quantify COVID-19 risks including a review of control measures to address those risks.

A summary of material business risks faced by the Company that may have an impact on the operating and financial prospects of the Company, including economic, environmental and social sustainability risks, is included in the Directors' Report, which is included in the Annual Report and available at www.stbarbara.com.au/investors/annual-reports/.

The Audit and Risk Committee reviews the entity's risk management framework 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. The risk management framework was most recently reviewed by the Audit and Risk Committee during the 2020 financial year.

Principle 8: Remunerate fairly and responsibly

The Remuneration and Nomination Committee provides recommendations to the Board on the remuneration of the Managing Director & CEO, other senior executives and Non- Executive Directors. The composition and role of the Remuneration and Nomination Committee are set out under 'Principle 2: Structure the Board to add value'. The Committee also reviews and approves all remuneration consultancy contracts for key management personnel remuneration and receives any remuneration recommendations.

Non-Executive Remuneration

The remuneration of the Non-Executive Directors is in the form of fixed fees consistent with their independence and impartiality. There are no retirement benefits paid to Non-Executive Directors. Independent expert remuneration advice is considered from time to time in determining remuneration for the Chairman and Non- Executive Directors, respectively.

Executive Remuneration

The Remuneration and Nomination Committee provides recommendations to the Board on all aspects of executive remuneration including fixed remuneration, and performance based at-risk,short-term incentives and long-term incentives. The Committee utilises independent expert advice and surveys as appropriate to benchmark remuneration against contemporary resources industry data.

Further details of Director and Executive Management remuneration for the 2020 financial year are set out in the Directors' Report, which is included in the Annual Report and available at www.stbarbara.com.au/investors/annual-reports/.

Consultancy Services

No current or former Director, Executive or their related party is engaged for the provision of consultancy or similar services (in addition to their role as a Director or Executive). No consultancy or similar services would be entered into with a current or former Director, Executive or their related party without appropriate independent advice or full disclosure of material terms.

End of Corporate Governance Statement

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