Corporate Governance Disclosures

1.1 A listed entity should have and disclose a board charter setting out:

(a) the respective roles and responsibilities of its board and management; and

(b) those matters expressly reserved to the board and those delegated to management.  

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.  

 1.5 A listed entity should:

(a) have and disclose a diversity policy;

(b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and

(c) disclose in relation to each reporting period:

(1) the measurable objectives set for that period to achieve gender diversity;

(2) the entity’s progress towards achieving those objectives; and

(3) either:

(A) the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or

(B) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act.

NGM Group has a Respectful Workplace Executive Statement, which contains NGM Group’s commitment to Equal Employment Opportunity. NGM Group also participates in the annual Workplace Gender Equality Agency (WGEA) public report. In May 2024, NGM Group submitted the required FY 2023-24 WGEA reporting. As outlined in our public reports, women make up 74% of NGM Group’s non-manager workforce, 59% of staff at manager level and 30% at executive level.

NGM Group’s formal approach to promoting and measuring diversity across the organisation will continue to be developed over the coming years under our Environment, Social and Governance (ESG) Framework available at ngmgroup.com.au/esg and our Inclusion, Diversity and Equity, and Inclusion (IDE) strategy.

The development of NGM Group’s IDE strategy has involved a people-first approach, beginning with a IDE survey conducted with NGM Group employees in late 2023 and followed by facilitated focus groups in 2024. Three key IDE pillars have been agreed including:

1. Elevate People Experience;
2. Attract and Retain a Thriving Diverse Workforce; and
3. Grow Inclusion and Diversity Capability.

1.6  A listed entity should:

(a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and

⊗ and we have disclosed the evaluation process referred to in paragraph (a) in:

our Corporate Governance Statement located at page 25 and 26 of our Annual Report.

and whether a performance evaluation was undertaken for the reporting period in accordance with that process in:

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

⊗ and we have disclosed the evaluation process referred to in paragraph (a) in:

our Corporate Governance Statement located at page 27 of our Annual Report.

and whether a performance evaluation was undertaken for the reporting period in accordance with that process in:

2.1 The board of a listed entity should:

(a) have a nomination committee which:

(1) has at least three members, a majority of whom are independent directors; and

(2) is chaired by an independent director, and disclose:

(3) the charter of the committee;

(4) the members of the committee; and 

(5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

⊗ NGM Group has Board Committee Charters for each of its Committees (including the Governance & Nomination Committee Charter). We are working towards disclosing these documents publicly on NGM Group’s website.

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:

2.3 A listed entity should disclose:

(a) the names of the directors considered by the board to be independent directors;

(b) if a director has an interest, position, affiliation or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position or relationship in question and an explanation of why the board is of that opinion; and

(c) the length of service of each director.  

⊗ and we have disclosed the names of the Directors considered by the Board to be independent Directors at:

page 31 and 32 of our Annual Report

and, where applicable, the information referred to in paragraph (b):

not applicable – as set out in our Corporate Governance Statement, all Directors were assessed as independent in March 2024 in accordance with the policy and criteria in the Board Charter and APRA Prudential Standard CPS 510 Governance

and the length of service of each director at:

2.4  A majority of the board of a listed entity should be independent directors.  

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.  

 3.2 A listed entity should:

(a) have and disclose a code of conduct for its directors, senior executives and employees; and

(b) ensure that the board or a committee of the board is informed of any material breaches of that code.  

3.3 A listed entity should:

(a) have and disclose a whistleblower policy; and

(b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy.  

⊗ and we have disclosed our whistleblower policy at ngmgroup.com.au/governance

3.4 A listed entity should:

(a) have and disclose an anti-bribery and corruption policy; and

(b) ensure that the board or committee of the board is informed of any material breaches of that policy.  

  Principle 4 – Safeguard the integrity of corporate reports  

4.1 The board of a listed entity should:

(a) have an audit committee which:

(1) has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and

(2) is chaired by an independent director, who is not the chair of the board,

and disclose:

(3) the charter of the committee;

(4) the relevant qualifications and experience of the members of the committee; and

(5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

(b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.  

⊗ NGM Group has Board Committee Charters for each of its Committees (including the Audit Committee Charter). We are working towards disclosing these documents publicly on NGM Group’s website.

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.  

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.  

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. 

⊗ NGM Group, as a non-listed entity, does not have security holders. We have disclosed how we facilitate and encourage participation at meetings of our members in:

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.  

⊗ NGM Group, as a non-listed entity, does not have security holders. We have disclosed how we decide resolutions by way of a poll with our eligible members in:

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.  

  Principle 7 – Recognise and manage risk

7.1 The board of a listed entity should:

(a) have a committee or committees to oversee risk, each of which:

(1) has at least three members, a majority of whom are independent directors; and

(2) is chaired by an independent director, 

and disclose:

(3) the charter of the committee;

(4) the members of the committee; and

(5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

(b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.  

Pages 23 and 31 to 34 of our Annual Report set out the members of the committee, the number of times the committee met throughout the period and individual committee member attendances.

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.  

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.  

our Corporate Governance Statement located at page 29 of our Annual Report

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.  

⊗ As set out in our Corporate Governance Statement located at page 29 of our Annual Report and in our Annual Report, NGM Group is actively working on how it manages its exposure to environmental and social risks, having formalised its ESG framework in October 2023 (discussed at page 11 of our Annual Report).

  Principle 8 –  Remunerate fairly and responsibly  

8.1 The board of a listed entity should:

(a) have a remuneration committee which:

(1) has at least three members, a majority of whom are independent directors; and

(2) is chaired by an independent director,

and disclose:

(3) the charter of the committee;

(4) the members of the committee; and

(5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

(b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.  

Pages 23 and 31 to 34 of our Annual Report set out the members of the committee, the number of times the committee met throughout the period and individual committee member attendances.

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 senior executives in:

our Corporate Governance Statement located at page 28 of our Annual Report; and

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.