25 Nov

PWR FY21 Corporate Governance statement

1 Peter Warren Automotive Holdings Limited (ACN 615 674 185 ) (“ Company ” or “ PWA ” ) Corporate Governance Statement T he Company is committed to conducting its business activities and governing the C ompany in accordance with the recommendations set by the ASX Corporate Governance Council ( Council ) in the fourth edition of its Corporate Governance Principles and Recommendations ( Recommendations ) to the extent appropriate to the size and nature of the Company's operations. This Corporate Governance Statement ( Statement ) details the extent to which t he Company has followed the Recommendations , as at the date of the Statement . The Recommendations are not mandatory, however the ASX requires that an entity explain why it has not a dopted any particular recommendation on an “if not, why not” basis . Acco rdingly, in the table below the Recommendations that will not be followed have been identified and reasons provided for not following them along with what (i f any) alternative governance practices the Company intends to adopt instead of the relevant Re c omm endation. The Board is responsible for the overall corporate governance of the Company and is accountable to Shareholders in dischargin g its duties. The Board is committed to maximising performance, generating appropriate levels of Shareholder value and fi nancial return, and sustaining the growth and success of the Company. In conducting the Company’s business with these objectives, the Board seeks to ensure that the Company is properly managed to protect and enhance Shareholder interests, and that the Comp any and its Directors, officers and personnel operate in an appropriate environment of corporate governance. Accordingly, the Board has created a framework for managing the Company, including adopting relevant internal controls, risk management processes a nd corporate governance policies and practices which it believes are appropriate for the Company’s business and which are designed to promote the responsible management and conduct of the Company. The Company’s corporate governance policies together with a copy of this Corporate Governance Statement are all available on PWA's website at https://www.pwah.com.au/site/investor - centre/corporate - governance , which is hosted on the Company’s corporate website located at https://www.pwah.com.au/site/content/ ( Website ) . This Statement was approved by the Board of PWA and is current as a t 2 4 November 2021 . All corporate governance policies have been adopted by t he Company. All references to “the Board ” below are referenc es to the board of the Company . All references to “ S hare holders ” below are references to shareholders of the Company . Principles and Recommendations Compliance by the Company Principle 1 – Lay solid foundations for management and oversight A listed entity should clearly delineate the respective roles and responsibilities of its board and management and regularly review their performance. 2 Principles and Recommendations Compliance by the Company Recommendation 1.1 A listed entity should have and di sclose a board charter setting out : (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management. The Company complies with this recommendation. The Board Charter (which is disclosed on the Website) sets out the principles for the operation of the Board and describes the functions of the Board and the functions delegated to management of the Company. Clause 2 of the Board Charter sets out the responsibilities and functions of the Board including those functions which the Board seeks guidance from the Board’s People and Remuneration Committee ( PR C ) under clause 2(b) and those functions which the Board seeks guidance from the Board’s Audit & Risk Committee ( ARC ) under clause 2(c) . The Boar d may delegate consideration to a committee of the Board specifically constituted for the relevant purpose. Clauses 3 and 10 of the Board Charter set out the responsibilities delegated to the CEO, management and the company secretary. Recommendation 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 deci sion on whether or not to elect or re - elect a director. The Company complies with this recommendation. Under the Board Charter, it is intended that the Board should compromise a mix of directors with a broad range of skills, expertise and experience from a diverse range of backgrounds selected on the basis of relevant experience, skill, judgement and leadership abilities to contribute to the effective direction of the Company. Clause 6 of the Board Charter notes that in considering any selection, appointment or re - appointment to the Board , the Board will consider the necessary and desirable competencies of any dir ectors and proposed directors. Additionally, as required under clause 7 of the Board Charter, the Board will ensure that the C ompany undertakes appropriate ch ecks before appointing a person or putting forward to securityholders a candidate for election. Clause 6 also notes that the Board will ensure that the Company provides securityholders all material information in its possess ion relevant to a decision on whether or not to elect or re - elect a director. All of the Company’s' current directors have undergone bankruptcy and police checks as part of the Company’s' due diligence process prior to its Admission to the ASX. Prior to the appointment of any future directors, the Board will also ensure that bankruptcy and insolvency checks as well as any other checks the Board considers relevant (such as with respect to character, expe rience and education), will be undertaken prior to the appointment of that person as required under clause 7 ( d ) of the Board Charter. Recommendation 1.3 A listed entity should have a written agreement with each director and senior executive setting out th e terms of their appointment. The Company complies with this recommendation. The Company has a written agreement with each director and senior executive setting out the terms of their appointment , as required under clause 6(f) of the Board Charter and cla use 3 of the PRC Charter in relation to directors and senior executives resp ectively . 3 Principles and Recommendations Compliance by the Company Recommendation 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. The Company complies with this recommendation. Clause 10 of the Board Charter provides that the secretary is accountable to the Board through the Chair on all matters to do with the proper functioning of the Board. Recommendation 1.5 A listed entity should: (a) have and disclose a Diversity Policy ; (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce genera lly ; and (c) disclose in relation to each reporting period : , and either: (i) the measurable objectives set for that period to achiev e gender diversity ; (ii) the entity’s progress towards achieving those objectives; and (iii) either: (A) the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or (B) if the entity is a “relevant employer” under the Workpla ce Gender Equality Act, the entity’s The Company complies with this recommendation. The Company has a Diversity and Inclusion Policy which applies to the employees and directors of the Company and subsidiaries . Clause 3 of the Diversity and Inclusion Policy provides that the Board is responsible for setting measurable objectives to promote gender diversity and the Company ’s progress in achieving them. The Diversity and Inclusion Policy ’s effectiveness is measured at least annually. The Diversity and Inclusion Policy is disclosed on the W ebsite. Clause 3 of the Diversity and Inclusion Policy provides that t he o bject ives set for a reporting period and the progress towards achievement of those o bjectives will be disclosed annually in the Group’s annual report. This will include disclosure of the respective proportions of men and women on the board, in senior executive posi tions and across the whole workforce of the Company. For the reporting period ended 30 June 2021, the Diversity and Inclusion information is included on page 12 of the 2021 Annual Report. 4 Principles and Recommendations Compliance by the Company most recent “Gender Equality Indicators”, as defined in and published under the Act. Recommendation 1.6 A listed entity should: (a) have and disclose a pro cess for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose for each reporting period, whether a performance evaluation has been undertaken in accordance with that process during or in respect of th at period . The Company complies with this recommendation. Clause 8 of the Board Charter provides that the Board (with guidance from the PRC) will regularly carry out a formal review of its performance, its committees and each director. The Board will disclose in relation to each reporting period whether a performance evaluation was undertaken i n the reporting period in accordance with that pr ocess . A performance evaluation of the Board, Committees and individual directors was not undertaken in respect of the reporting period ended 30 June 2021. This is because the directors (other than the Executive Director, Paul Warren) were appointed on 6 April 2021 and had only been in their roles a few months prior to the end of the reporting period. Further, the Committees (ARC and PRC) were established upon the Company’s listing on the ASX on 27 April 2021 and had only been operating a short period pr ior to the end of the reporting period. The performance of the Board, Committees and directors will be evaluated in relation to the 2022 financial year. Recommendation 1.7 A listed entity should: (a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period ; and (b) disclose for each reporting period, whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period . The Company complies with this recommendation. Clause 8 of the Board Charter provides that the Board (with guidance from the PRC) will regularly carry out a formal review of the performance of the CEO and other Senior Management against guidelines approv e d by the Bo ard . Clause 8 notes that each year t he Board will confirm that this review has taken place. A performance evaluation of the CEO and other Senior Management was undertaken in respect of the reporting period ended 30 June 2021 in accordance with Board and Company processes and requirements . Principle 2 – Structure the board to be effective and add value A board of a listed entity should be of an appropriate size and collectively have the skills , commitment and knowledge of the entity and the industry in which it operates, to enable it to discharge its duties effectively and to add value . Recommendation 2.1 The Company does not comply with this recommendation. 5 Principles and Recommendations Compliance by the Company The board of a listed entity should: (a) have a nomination committee which: (i) has at least three members, a majority of whom are independent directors; and (ii) is chaired by an independent director , and disclose (iii) the charter of the committee; (iv) the members of the committee; (v) as at the end of each reporting period, the number of times the co mmittee 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 boar d has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively. As the Board only consists or four membe rs, the Board has determined not to establish a separate nomination committee as the Board considers that such a committee is not necessary and would be burdensome at this time given such role a committee would play and the Board’s current size and composi tion. The Board considers that it collectively has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively in considering the matters that would otherwi se be considered by that committee. Clause s 6 and 7 of the Board Charter deal with the identification, nomination and evaluation of new directors and set out the framework and processes it employs 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. The Board is supported in that endeavour by the People and Remuneration Committee and, where necessary, external consultants, and cla use 3.2 of the PRC Charter describes the PRC’s role in relation to developing and updating the board skills matrix, board performance evaluation and advising the Board in relation to board composition and succession planning. The Board will keep this matte r under review and, if deemed desirable or necessary, may constitute a nomination committee at an appropriate time in the future. Recommendation 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. The Company complies with this recommendation. Clause 5 of the Board Charter sets out the aim of the Board to have an appropriate mix of skills, experience, expertise and diversity relevant to the Company’s business and the Board’s duties and responsibilities. As stated above, clause 3.2 of the PRC Charter describes the PRC’s role to assist the Board to develop, review and update the board skills matrix. The Company’s board skills matrix is di sclosed on the Website . 6 Principles and Recommendations Compliance by the Company Recommendation 2.3 A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director. T he Company complies with this recommendation. The Company has disclose d : (a) the names of the directors considered by the board to be independent directors (as at the date of this Statement , being Catherine West, John Ingram and Niran Peiris ) ; (b) if a director has an interest, position, association or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the inte rest, position, association or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director. This information is disclosed in the Directors’ Report of the 2021 Annual Report (including in the R emuneration Report) and below. The approximate length of service of each director as at the date of this Statement is as follows: (a) John Ingram, appointed 6 April 202 1: 5 months (b) Niran Peiris , appointed 6 April 2021 : 5 months (c) Catherine West , appointed 6 April 2021 : 5 months (d) Paul Warren , appointed 1 April 2021 : 5 months Recommendation 2.4 A majority of the board of a listed entity should be independent directors. The Company complies with this recommendation. Clause 5 of the Board Charter provides that t he majority of the Board should, to the extent practicable given the size and composition of the Board from time to time, be comprised of independent directors . At the date of the Statement , the Board is comprised of th ree independent directors ( being John Ingram (Chair), Niran Peiris and Catherine West) and one non - independent director (Paul Warren) . Recommendation 2.5 The chair of the board of a listed entity should be an independent director and, in particular, shoul d not be the same person as the CEO of the entity. The Company complies with this recommendation. Clause 9 of the Board Charter provides that , to the extent practicable given the size and composition of the Board from time to time, the chair person of the Board may be an independent director and must not hold (or held in the previous 3 years) the office of CEO. At the date of this Statement, the Chair of PWA is John Ingram , who is an independent non - executive director. 7 Principles and Recommendations Compliance by the Company Recommendation 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 knowled ge needed to perform their role as directors effectively. The Company complies with this recommendation. Clause 1 1 of the Board Charter provides that new directors will be bri efed on their roles and responsibilities and the minutes and papers of Board and committee meetings will be made available to them. It also provides that time will be allocated at Board and committee meetings for the continuing education of directors on significant issues facing the company and changes to the regulatory environment. Clause 3.2(d) of the PRC Charter provides for the PRC to assist the Board in that endeavour by ensuring processes are in place to support director induction and periodical ly reviewing whether there is a need for directors to undertake continuing professional development to maintain the skills and knowledge needed to perform their role as directors effectively. Further, as provided under clause 10(f) of the Board Charter, th e company secretary as part of his or her role will also help organise the induction of new directors and facilitate ongoing professional development training for the Board. Principle 3 – Instil a culture of acting lawfully, ethically and responsibly A li sted entity should instil and continually reinforce a culture across the organisation of act ing lawfully, ethically and responsibly Recommendation 3.1 A listed entity should articulate and disclose its values. The Company complies with this recommendation. The values of Growth, Integrity, Focus and Teamwork (G.I.F.T) are outlined on page 11 of our Annual report Recommendation 3. 2 A listed entity should: (a) have and disclose a code of conduct for its directors, sen ior executives and employees; and (b) ensure that the board or a committee of the board i s informed of any material breaches of that code . The Company complies with this recommendation. The Company has a Code of Conduct which applies to employees , contractors, consultants, senior executives and directors of the Company . A copy of t he Company’s Code of Conduct is disclosed on the W ebsite . Material breaches of the Code of Conduct are brought to the attention of the Board. In addition, clause 17 of the Code of Conduct sets out a framework for the reporting, escalation and resolution of complaints or alleged breaches of the Code of Conduct. Recommendation 3.3 A listed entity should: (a) have and disclose a whistleblower policy; and The Company complies with this recommendation. (a) P WA has a whistleblower policy that is available on the Website. 8 Principles and Recommendations Compliance by the Company (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy. (b) Under clause 11 of the whistleblower policy, the Board is provided at least quarterly with reports on all active whistleblower matters, including: (i) the number and nature of disclosures made in the last quarter; (ii) the status of any investigations underway; and (iii) the outcomes of any investigations completed and actions taken as a result of those investigations. Recommendation 3.4 A listed entity should: (c) have and disclose an anti - bribery and corruption policy; and (d) ensure that the board or a committee of the board is informed of any material breaches of that policy. The Company complies with this recommendation. (a) PWA has an anti - bribery and corruption policy that is available on the Website. (b) Under clause 5 of the anti - bribery and corruption policy, any material breaches will be reported to the Board. Principle 4 – Safeguard the integrity of corporate report s A listed entity should have appropriate processes to verify the integrity of its corporate report s Recommendation 4.1 The board of a listed entity should: (a) have an audit committee which: (i) has at least three members, all of whom are non - executive directors and a majority of whom are independent directors; and (ii) is chaired by an independent director, who is not the chair of the board, and disclose: (iii) the charter of the committee; The Company complies with th is recommendation. The Company has established an Audit and Risk Committee ( ARC ) which is governed by the ARC Charter which sets out its roles and responsibilities. Clause 2 of the ARC Charter provides that the ARC should to the extent practicable, given the size and composition of the Board from time to time, comprise of: ? at least three members; ? only non - executive directors; and ? a majority of directors who are independent. Clause 2( d ) of the ARC Charter provides that the cha ir of the ARC should be a n independent non - executive director who does not chair the Board. As at the date of this Statement , the chair of the ARC is Niran Peiris , independent non - executive director. 9 Principles and Recommendations Compliance by the Company (iv) the relevant qualifications and experience of the members of the committee; and (v) 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. At the date of the Statement , the ARC is comprised of Niran Peiris, Catherine Wes t and John Ingram who are all independent non - executive directors . The ARC Charter is disclosed on the W ebsite. Clause 3(a) of the ARC Charter provides that the ARC must meet at least t hree times annually or as frequently as is required to undertake its role effectively . The qualifications and experience of each member of the ARC is disclosed in the 2021 Annual Report at pages 19 – 20. The Company will, a t the end of each reporting period, disclose in its annual report the number of times the ARC met throughout the period and the individual attendances of the members at those meetings is to be disclosed. For the reporting period ended 30 June 2021, this information was disclosed in the 2021 Annual Report at page 21. Recommendation 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. T he Company complies with this recommendation. C lause 6 of the ARC Charter provides that the ARC will review the Company’s financial statements with management and its external auditor before recommending that the Board approve the statements. The ARC is also responsible for ensuring that appropriate processes are in place to form the basis upon whic h the Chief Executive Officer and Chief Financial Officer provide the recommended declaration s in relation to the Company’s financial statements. The Company confirms that it received a declaration from the CEO and CFO in the form required by this Recommen dation for the reporting period ended 30 June 2021. Recommendation 4.3 A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to T he Company complies with this recommendation. The Company complies with this recommendatio n. 10 Principles and Recommendations Compliance by the Company the market that is not audited or reviewed by an external auditor. Clause 4(i) of the ARC Charter requires that the ARC ensures that any periodic corporate report the Company releases to the market that has not been subject to audit review by an external auditor discloses the process taken to verify the integrity of its content. The Board will closely review and scrutinise unaudited periodic reports, taking into account (among other matters) the audit findings from previous audit(s) in respect of PWA’s control environment and finance system. Where necessary, management and the Bo ard will consult with the auditor in relation to periodic reports and the auditor will undertake a review of the report. Principle 5 – Make timely and balanced disclosure A listed entity should make timely and balanced disclosure of all matters concernin g it that a reasonable person would expect to have a material effect on the price or value of its securities. Recommendation 5.1 A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under Listi ng Rule 3.1. (a) The Company complies with this recommendation. The Company has in place a Disclosure Policy , a copy of which is disclosed on the W ebsite . The Disclosure Policy is d esigned to ensure compliance with the ASX Listing Rules on continuous disclosure and to ensure accountability at a Board and senior executive level for compliance and factual presentation of the Company’s financial position . Recommendation 5.2 A listed entity should ensure that its board receives copies of all m aterial market announcements promptly after they have been made. The Company complies with this recommendation. T he company secretary has responsibility to ensure that the Board receives copies of all material market announcements promptly after they have been made . Recommendation 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. The Company complies with this recommendation. Clause 9(b) of the Disclosure Policy requires that ahead of any new and substantive investor or analyst presentation, a copy of the presentation materials must be released to ASX (even if the information in the presentat ion would not otherwise require market disclosure). Under clause 10 of the Board Charter, t he company secretary has responsibility to ensure that the Company complies with this requirement. 11 Principles and Recommendations Compliance by the Company Principle 6 – Respect the rights of security holders A listed e ntity should provide its security holders with appropriate information and facilities to allow them to exercise their rights as security holders effectively. Recommendation 6.1 A listed entity should provide information about itself and its governance to investors via its website. The Company complies with this recommendation. The Company provide s the necessary information about itself and its governance on its website pursuant to its S hareholder Communication Policy . Recommendation 6.2 A listed entity should have an investor relations program that facilitate s effective two - way communication with investors. The Company complies with this recommendation. The Company’s S hareholder Communication Policy (which is disclosed on the Website) provides for an investor relations program which actively encourages two - way communication: ? through the Company’s AGM, where shareholder participation is actively encouraged and facilitated; ? by providing shareholders with information via the W ebsite and the option to receive email communications and send email communications direc tly to the Company and to the Company’s share registry ; and ? through regular investor briefings (eg following the release of periodic results and reports) that are live - streamed via web and available for viewing by investors and others . Recommendation 6.3 A listed entity should disclose how it facilitates and encourage s participation at meetings of security holders. The Company complies with this recommendation. The Company has a S hareholde r Comm unication Policy which is disclosed on the W ebsite. The 2021 AGM was held as a virtual (online) only meeting due to the continuing risks and restrictions caused by COVID - 19. The use of an online platform facilitates viewing, participation and voting by a wide audience of shareholders who may other wise be constrained in attending due to geographical distance or other reasons. In addition, shareholders may listen to the meeting and ask questions by phone. Recommendation 6.4 A listed entity should ensure that all substantive resolutions at a meetin g of security holders are decided by a poll rather than by a show of hands. The Company complies with this recommendation. The Board has adopted the policy, consistent with this Recommendation, that all resolutions put at a general meeting will be decided by a poll. Recommendation 6. 5 The Company complies with this recommendation. 12 Principles and Recommendations Compliance by the Company A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically. The Company’s S hareholder Communication Policy provides securityholders the option to receive and send communications directly from and to the Company or the Company’s share registry (Link Market Services) electronically . Link Market Services has procedures and systems in place to facilitate shareholders’ communication preferences, including by electronic means. Principle 7 - Recognise and manage risk A listed entity should establish a sound risk management framework and periodically review the effectiveness of that framewor k Recommendation 7.1 The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (i) has at least three members, a majority of whom are independent directors; and (ii) is chaired by an independent director, and disclose (iii) the charter of the committee; (iv) the members of the committee; and (v) as at the end of each reporting p eriod, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employ s for overseeing the entity’s risk management framework. T he Company complies with this recommendation. The Company has established an Audit and Risk Committee ( ARC ), which is governed by the ARC Charter which sets out its roles and responsibilities. Clause 2 (a) of the ARC Charter provides that the Committee should to the extent practicable, given the size and composition of the Board from time to time, comprise of: ? at least three members; ? only n on - executive directors; and ? a majority of directors who are independent . Clause 2(c) of the ARC Charter provides that the cha ir of the Committee should be an independent non - executive director who does not chair the Board. As at the date of this Statement , the chair of the ARC is Niran Peiris , independent non - executive director. T he ARC is comprised of Niran Peiris, Catherine West and John Ingram, who are all independent non - executive directors and Paul Warren, who is an executive director. The qualifica tions and experience of each member of the ARC is disclosed in the 2021 Annual Report at pages 19 – 20. The ARC Charter is disclosed on the W ebsite. Clause 3(a) of the ARC Charter provides that the ARC must meet at least t hree times annually or as frequently as is required to undertake its role effectively . The Company will, a t the end of each reporting period, disclose in its annual report the number of times the C ommittee met throughout the period and the individual attendan ces of the members at those meetings is to be disclosed. For the reporting period ended 30 June 2021, this information was disclosed in the 2021 Annual Report at page 21. 13 Principles and Recommendations Compliance by the Company Recommendation 7.2 The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the board ; and (b) disclose, in relation to each reporting period, whether such a review has taken place. The Company is in the process of compl ying with this recommendation. Clause 7 of the ARC Charter provides that the ARC is responsible for review ing the risk profile of the Company at least annually to satisfy itself that it continue s to be sound . The risk profile of the business was reviewed by the leadership team and the Board as part of the IPO process. Section 5 of the prospectus outlined the key risks associated with the investment in Peter Warren. The ARC has recently undertaken a full review of the risk management framework and established a roadmap to establish our risk management approach in FY 2022. This roadmap is being reported against and monitored by the ARC. . Recommendation 7.3 A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes. The Company complies with this recommendation. Clause 7(c)(iii)(B) of the ARC Charter provides that the ARC is responsible for reviewing and report ing to the Board (at least a nnually) on the effectiveness of the Company’s internal control s and review ing and report ing to the Board (at least annually) on the effectiveness of internal systems and process es for identifying, managing and monitoring material business risks. The ARC i s also required to manage audit arrangements and auditor independence, including considering whether an internal audit function is required, and if not, ensuring that the Company discloses the processes it employs to evaluate and improve its risk management and internal control processes. The Company is in the process of establishing and implementing an internal audit function that is appropriate for the size and complexity of the Group . Recommendation 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. The Company complies with this recommendation. The Company will , a t t he end of each reporting period, disclose in its annual report whether it has any material exposure to environmental or social risks and, if it does, how it manages or intends to manage those risks. For the reporting period ended 30 June 2021, this information was disclosed in the 2021 Annual Report at page 10 – 12. 14 Principles and Recommendations Compliance by the Company Principle 8 – Remunerate fairly and responsibly A listed entity should pay director remuneration sufficient to attract and retain high quality directors and design its executive remuneration to attract, retain and motivate high quality senior executives and to align their interests with the creation of value for security holders and with the entity’s values and risk appetite . Recommendation 8.1 The board of a listed ent ity should: (a) have a remuneration committee which: (i) has at least three members, a majority of whom are independent directors; and (ii) is chaired by an independent director , and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it e mploys for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive. The Company complies with this recommendation. The PRC is governed by the PRC Charter which sets out the PRC’s roles and responsibilities. Clause 2 of the PRC Charter provides that the PRC should , to the extent practicable given the size and composition of the Board from time to time, comprise: ? at least three members; ? only non - executive directors; and ? a majority of directors who are independent. The PRC Charter is disclosed on the W ebsite. Attachment A of the PRC Charter provides that the PRC must meet at least three times annually or as often as the PRC members deem necessary in order to fulfil their role . Clause 2( d ) of the PRC Charter notes that the chairperson of the PRC must be an independent director. As at the date of this Statement , the chair of the PRC is Catherine West , who is an independent , non - executive director. T he PRC is comprised of Catherine West, Niran Peiris and John Ingram, who are all independent, non - executive directors . The qualifications and experience of each member of the PRC is disclosed in the 2021 Ann ual Report at pages 19 – 20. The Company will, a t the end of each reporting period, disclose in its annual report the number of times the PRC met throughout the period and the individual attendances of the members at those meetings is to be disclosed. For the reporting period ended 30 June 2021, this information was disclosed in the 2021 Annual Report at page 21. Recommendation 8.2 A listed entity should separately disclose its policies and practices regarding the remuneration of non - The Company complies with this recommendation. Details of the Company’s remuneration policies and practices for non - executive directors, executive directors and senior mana gement will be disclosed in the prospectus and in the C ompany’s future annual reports. 15 Principles and Recommendations Compliance by the Company executive directors and the remuneration of executive directors and other senior executives. For the reporting period ended 30 June 2021, this information was disclosed in the Remuneration Report forming part of the Directors’ Report on pages 22 – 35 of the 2021 Annual Report. Recommendation 8.3 A listed entity which has an equity - based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it. The Company compl ies with this recommendation Clause 6 .2 of the Securities Trading Policy prohibits directors and senior management (and their associated investm ent vehicles) from trading in financial products that limit the economic risk of security holdings (eg hedging arrangements) . The Securities Trading Policy is disclosed on the Website. Principle 9 – Additional recommendations that apply only in certain cases Recommendation 9.1 A listed entity with a director who does not speak the language in which board or security holder meetings are held or key corporate documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the discussions at those meetings and understands and can discharge their obligations in relation to those documents. This is not applicable. Recommendation 9.2 A listed entity established outside Australia shou ld ensure that meetings of security holders are held at a reasonable place and time. This is not applicable. Recommendation 9.3 This is not applicable. 16 Principles and Recommendations Compliance by the Company A listed entity established outside Australia, and an externally managed listed entity that has an AGM, should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.

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