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ALS LIMITED Governance Information 2024

Jun 25, 2024

64365_rns_2024-06-25_54f88cb0-5064-4642-91d8-9c397241ad79.pdf

Governance Information

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Corporate Governance Statement For the year ended 31 March 2024

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Corporate Governance Statement

For the year ended 31 March 2024

ALS Limited (ALS) maintains a Corporate Governance Framework that has consistently met or surpassed the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations – 4th Edition (ASX Principles and Recommendations). The ASX Principles and Recommendations were updated in February 2019 and applied to ALS’ financial year ending 31 March 2024. Since then, ALS’ policies and practices have remained in line with or exceeded these standards.

This statement is approved by ALS’ Board and is current as at 20 May 2024. This statement and related information can be found under the Corporate Governance section of ALS’ website: www.alsglobal.com.

ASX recommendation	ASX recommendation	Statement commentary	Compliant with ASX recommendation
Principle 1: Lay solid foundations for management and oversight A listed entity should establish and disclose the respective roles and responsibilities of its board and management and how their performance is monitored and evaluated.
1.1	A listed entity should disclose: (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 Board’s role is to govern the Company rather than to manage it. ALS’ executive leadership team (ELT) manages the Company in accordance with the direction and delegations of the Board. The Board oversees ELT activities to carry out these delegated duties. [Rec 1.1(a)(b)] A summary of the Company’s Board Charter, which sets out the role, powers and responsibilities of the Board, is available on the Company’s website. The Board reviewed the Charter in FY24 to ensure alignment with current Board obligations and theASX Principles and Recommendations.	Yes
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	Prospective directors to ALS’ Board will undergo background and probity checks to verify their education, employment history, and complementary skills and experience for efficient operation and functioning of the Board. [Rec1.2(a)] At the upcoming 2024 AGM, to be held 31 July 2024, Erica Mann will stand for election. Security holders will be provided with all material information in the AGM Notice of Meeting relevant to a decision on whether	Yes

ASX recommendation	ASX recommendation	Statement commentary	Compliant with ASX recommendation
	its possession relevant to a decision on whether or not to elect or re-elect a director.	to elect Erica Mann as a non-executive director for a three-year term. [Rec 1.2(b)]
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	Directors are not appointed for specific terms and are subject to rotational requirements for re-election. Criterion for continued office is effective contribution, which is regularly reviewed in the evaluation of the Board’s performance. All non-executive directors and senior executives have written agreements setting out the terms of their appointment. [Rec 1.3]	Yes
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 Board is supported by the Company Secretary (accountable for Board function, directly with the Chair), and established information procedures, including requests for additional information. [Rec 1.4]	Yes
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: i. the measurable objectives set for that period to achieve gender diversity; ii. the entity’s progress towards	Diversity and inclusion The Company recognises that diversity and inclusion benefits both employees and the business. The Company has a Board-approved Diversity & Inclusion Policy with measurable objectives for key diversity categories, including recruitment, leadership development and pay equity [1.5(b)]. The Diversity & Inclusion Policy is published on the Company’s website [1.5(a)]. The Diversity & Inclusion Policy reflects the ASX Principles and Recommendations on diversity: 1. Treat others with respect, value differences and maintain privacy 2. Value diversity and it will bring opportunities to enhance our businesses 3. Women and minority groups will not be disadvantaged in gaining employment and accessingthe	Yes

ASX recommendation	ASX recommendation	Statement commentary	Compliant with ASX recommendation
	(a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	The Board conducts annual performance reviews, of the committees and individual directors. In early 2024 an external review was undertaken to evaluate the performance and effectiveness of the Board. External reviews are undertaken every 2-3 years.[Rec 1.6(a)(b)]
1.7	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of its senior executives; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	Executive performance The Board undertakes an annual review and assessment of the Group’s executive leadership. An Executive Leadership performance review was carried out during the year. [Rec 1.7(a)(b)]	Yes
Principle 2: Structure the board to add value A listed entity should have a board of an appropriate size, composition, skills and commitment to enable it to discharge its duties effectively.
2.1	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	Nomination Committee The Nomination Committee, comprised of all non-executive directors, regularly reviews Board membership, including Board competencies, succession plans, performance, remuneration and appointments and removals. [Rec 2.1] The Nomination Committee also reviews and makes recommendations regarding	Yes

ASX recommendation	ASX recommendation	Statement commentary	Compliant with ASX recommendation
		particularly in Europe. Following that search, the Board resolved to appoint Erica Mann to the Board effective 1 March 2024. Erica will stand for election at the Annual General Meeting in July 2024. The Board has undertaken a review of the performance of Erica Mann, who stands for election at the AGM in July 2024. A skills matrix (disclosed below) is used to assess the relevant criteria for candidates for appointment to the Board. [Rec 2.2] The Board undertakes an annual self- assessment of its skills on a matrix scale of (1-6, detailed below) and these scores are collated to identify any skills gap. This year’s self-assessment and related scoring is detailed below. The table below sets out the average of the resulting outcomes. Board skills matrix scale (1-6) 1. No experience 2. Slight experience 3. Familiarity and some experience 4. Good experience and competence 5. Strong competence 6. Subject specialist
		Professional skills and experience
		Strategy 5.25
		Policy development 4.63
		Financial performance /accounting 4.75
		Treasury, finance and funding 4.13
		Risk and compliance oversight 4.63
		Corporate governance 5.13
		Executive management 5.63
		Commercial experience 5.25
		Mergers and acquisitions 5.25

ASX recommendation	ASX recommendation	Statement commentary	Compliant with ASX recommendation
		Government/regulator 3.88
		Legal 3.38
		Talent management 5.13
		Remuneration 4.88
		Investor relations and stakeholder management 4.88
		Innovation 4.13
		ESG Management 3.88
		IT systems, process improvement/change management 3.75
		International Business operations 5.25
		Industry skills and experience
		Analytical and testing services and consulting 3.75
		Regulatory and business environment 4
		Testing, inspection and certification (TIC) market 3.86 Commercial and corporate 4.75
		Financial debt and equity capital 4.37
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, 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 interest,	Independence of directors The Board considers that all current directors, other than the Managing Director, Malcolm Deane, to be independent of management influence. [Rec 2.3(a)] The Board distinguishes between the concept of independence, and the issues of conflict of interest or material personal interests which may arise from time-to-time. Wherever there is an actual or potential conflict of interest, or material personal interest, the Board's policies and procedures ensure that: • The interest is fully disclosed, and the disclosure is recorded in the register of directors' interests and in the Board minutes	Yes

ASX recommendation	ASX recommendation	Statement commentary	Compliant with ASX recommendation
		performance rights) from, or participated in an employee incentive scheme of the Company • Entered in a material business relationship (e.g. as a supplier, professional adviser, consultant or customer) with the Company or any of its subsidiary entities, or is an officer of, or otherwise associated with, someone with such a relationship • Represented or is or has been an officer or employee of a professional adviser to, a substantial holder, • Had close personal ties with any person who falls within any of the categories described above.
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.	The Chairman of the Company is an independent non-executive director. [Rec 2.5] The roles of Chairman and Chief Executive are exercised by separate individuals. [Rec 2.5]	Yes
2.6	A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their roles as directors effectively.	The Board provides an induction program for new directors with onsite operational visits, and professional development opportunities through the Australian Institute of Company Directors programs, and bespoke educational briefings on relevant matters by topic experts. [Rec 2.6]	Yes
Principle 3: Act ethically and responsibly A listed entity should act ethically and responsibly.
3.1	A listed entity should articulate and disclose its values.	The Company values are disclosed on the Company website, Annual Report, Sustainability Report, social media channels (e.g. LinkedIn)and ALS’ Intranet and are	Yes

ASX recommendation	ASX recommendation	Statement commentary	Compliant with ASX recommendation
	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 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.	benefits and privileges that other persons in the Company enjoy in their employment with the Company 4. Transparency will be exercised in all recruitment decisions from Board level to entry level 5. Workforce composition statistics will be reviewed annually to determine if there are any areas that warrant an increased focus on diversity, and 6. Public reporting of progress against the Company’s diversity objectives. The 2024 Sustainability Report details the diversity reporting requirements under the People section. [Rec 1.5(c)] The total percentage of female directors on the Board is 33%.
1.6	A listed entity should:	Board performance	Yes

ASX recommendation	ASX recommendation	Statement commentary	Compliant with ASX recommendation
	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 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.	CEO performance, remuneration and succession planning. The Nomination Committee meets at least twice per year during the financial year [Rec 2.1(a)(iv)] to review the skills, experience and qualities that best complement the Board’s effectiveness in future years. The Nominations Committee Charter was reviewed by the Board during FY24 to ensure it reflects the current obligations of the Board and the requirements of the ASX Principles and Recommendations. A summary of the Nominations Committee Charter, which sets out the role, powers and responsibilities of the Nomination Committee, is available on the Company's website. [Rec 2.1(a)(i)(ii)(iii)(iv)(v)]
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.	When a Board vacancy occurs, the Nomination Committee identifies the particular skills, diversity, experience and expertise that will best complement Board effectiveness, and then undertakes a process to identify candidates who can meet those criteria. [Rec 2.2] During FY24, the Nomination Committee undertook a search for a non-executive director with experience across the pharmaceutical and food sectors,	Yes

ASX recommendation	ASX recommendation	Statement commentary	Compliant with ASX recommendation
	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.	• The relevant director is excluded from all considerations of the matter by the Board, and • The relevant director does not receive any segment of the Board papers or other documents in which there is any reference to the matter. There exists no material professional, business or substantial shareholder relationship by any director with the Company. [Rec 2.3(b)] The names, skills and experience of the directors in office at the date of this Statement, and the period of office of each director, are set out in the Directors' Report and in the Annual Report. [Rec 2.3(a)(b)(c)] (a) Independent professional advice Each director has the right, at the Company's expense, to seek independent professional advice in relation to the execution of Board responsibilities. Prior approval of the Chairman, which will not be unreasonably withheld, is required. Where appropriate, directors share such advice with the other directors.
2.4	A majority of the board of a listed entity should be independent directors.	Following the appointment of Erica Mann in March 2024, the Board is comprised of eight independent non-executive directors. The Board considers John Mulcahy independent despite being a non-executive director of the Company since 2012. The Board considers that Mr Mulcahy’s independence from management and substantial holders has not been compromised and that he remains able to bring independent judgement to bear on issues before the Board, and to act in the best interests of the Company. In determining Mr Mulcahy’s independence the Board has considered that Mr Mulcahy has not: • Been employed in an executive capacity by ALS or any of its subsidiary entities • Received performance-based remuneration(includingoptions or	Yes

ASX recommendation	ASX recommendation	Statement commentary	Compliant with ASX recommendation
		regularly and consistently reinforced in the business through practical and visible leadership and management. [Rec 3.1]
3.2	A listed entity should: (a) have and disclose its 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.	Code of Conduct Through established practices and policies, the Board supports directors and employees to observe the highest standards of behaviour and business ethics. All directors, managers and employees are expected to act with integrity, always striving to enhance the reputation and performance of the Company. The Board's policies conform with the ASX Principles and Recommendations Appropriate training programs on the Company’s internal policies, including workplace health and safety, environmental law compliance, trade practices legislation and affirmative action programs, support this process. Material breaches of the Code of Conduct are reported to the Audit & Risk Committee and the Board. The Board recognises that the way that the Company interacts with, and addresses the interests of, its various stakeholders is important in creating long term sustainable value for the Company and its shareholders. Through its focus on culture and values, the Board seeks to ensure that the Company acts in good faith and with integrity in its dealings with stakeholders and is a good corporate citizen in all the places it operates, while recognising the need, at all times, to act in the best long term interests of the Company. Any matters that might impact the Company’s reputation or long-term value are reported to the Board. A Code of Conduct draws together all Company's policies and codes. Mandatory training of the Code is undertaken annually by all staff globally. The Code of Conduct is available on the Company's website. [Rec 3.2(a)(b)]	Yes
3.3	A listed entity should:	Whistleblower Program	Yes

ASX recommendation	ASX recommendation	Statement commentary	Compliant with ASX recommendation
	(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.	A comprehensive Whistleblower Program operates within the Company to encourage employees to report suspected illegal or unethical behaviour or practices. A Company Integrity and Compliance hotline is operated by an independent third party where reports can be made confidentially and anonymously and in multiple languages. A Whistleblower Policy online training course was delivered through the Company’s internal online training platform to ensure those who report under the Whistleblower Program are supported and protected. All reports made under the program are reviewed and assessed by the Group Compliance & Risk Manager and the General Counsel & Company Secretary and material incidents are reported to the Audit and Risk Committee and Board. [Rec 3.3(a)(b)]
3.4	A listed entity should: (a) have and disclose an anti-bribery and corruption policy; and (b) ensure the board or a committee of the board is informed of any material breaches of that policy.	Anti-Bribery and Anti-Corruption The Company has a comprehensive Anti- Bribery and Anti-Corruption Program to educate employees about the significant risk of bribery and corruption to the business. The program equips employees with the knowledge to address bribery and corruption risks and our core value of honesty and integrity. The Company’s Anti-Bribery and Anti - Corruption Policy, Guidelines for the Prevention of Bribery and Corruption and online bribery and corruption training course, provide employees with guidance on preventing, detecting, and managing bribery and corruption risks. All reports made under the program are reviewed and assessed by the Group Compliance & Risk Manager and the General Counsel & Company Secretary and material incidents are reported to the Audit & Risk Committee and Board. [Rec3.4(a)(b)]	Yes
Principle 4: Safeguard integrity in corporate reporting A listed entity should have formal and rigorous processes that independently verify and safeguard the integrity of its corporate reporting.

ASX recommendation	ASX recommendation	Statement commentary	Compliant with ASX recommendation
	appointment and removal of the external auditor and the rotation of the audit engagement partner.	requirements as set out in the Corporations Act or any auditors’ professional code. The Audit & Risk Committee has examined detailed material provided by the external auditor and by management and has satisfied itself that the standards for auditor independence and associated issues are fully complied with.
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.	Certification of financial reports The Managing Director and Chief Financial Officer state in writing to the Board each reporting period that the Company’s financial reports present a true and fair view, in all material respects, of the Company’s financial condition and operational results and are in accordance with relevant accounting standards. The statements from the Managing Director and Chief Financial Officer are based on a formal sign off framework established throughout the Company and reviewed by the Audit and Risk Committee as part of the six-monthly financial reporting process. A reporting certification process ensures the integrity of financial results and provide a high degree of assurance. Operations, finance, and executive general managers sign off before the CEO and CFO declare them to the Board. The Corporate Reporting Steering Committee (CRSC), led by the General Counsel & Company Secretary, oversees the reporting certification process. This committee includes the CFO, EVP Sustainability & Safety, Group Finance Director & Treasurer, Group Financial Reporting Manager, Group Compliance and Risk Manager, Head of Investor Relations and Chief People Officer. CRSC responsibilities include: 1. Reviewing the corporate reporting process and practices to ensure that the process and practices are appropriate, effective and consistent across the Group, providingan appropriate level of	Yes

ASX recommendation	ASX recommendation	Statement commentary	Compliant with ASX recommendation
		assurance in relation to the integrity of the Group’s financial statements. 2. Identifying opportunities to eliminate duplication of financial and non-financial resources engaged in corporate reporting. 3. Identifying opportunities to improve corporate reporting. [Rec 4.2] Certification of risk management controls In conjunction with the certification of financial reports under Rec 4.2, the Managing Director and Chief Financial Officer state in writing to the Board each reporting period that: • The statement is founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the Board • The Company’s risk management and internal compliance and control system is operating efficiently and effectively in all material respects. Financial controls The Chief Financial Officer personally reports in writing to each Board meeting, attends all meetings of the Audit & Risk Committee and provides written reports to that Committee.
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.	The Company’s annual Sustainability Report repots on four key areas of people, environment, society and governance. The financial data contained in the report is reviewed to align with the Company’s audited financial statements. Other select data, such as health and safety or environmental metrics, receive limited assurance by the company’s auditor, EY, which can be found in the Sustainability Report. [Rec 4.3]	Yes
Principle 5: Make timely and balanced disclosure

ASX recommendation	ASX recommendation	Statement commentary	Compliant with ASX recommendation
A listed entity should make timely and balanced disclosure of all matters concerning it that a reasonable person would expect to have a material effect on the price or value of its securities.
5.1	A listed entity should: (a) have and disclose a written policy for complying with its continuous disclosure obligations under the Listing Rule3.1.	Continuous disclosure The Company has established policies and procedures for timely disclosure of material information concerning the Company. This includes internal reporting procedures in place to ensure that any material price sensitive information is reported to the Company Secretary in a timely manner. These policies and procedures are regularly reviewed to ensure that the Company complies with its obligations at law and under the ASX Listing Rules. The Company has a Continuous Disclosure Policy that is published on the Company's website. [Rec 5.1(a)(b)] The Company undertook a review of its Continuous Disclosure Policy during the year. The Company Secretary is responsible for communications with the Australian Securities Exchange (ASX) including responsibility for ensuring compliance with the continuous disclosure requirements in the ASX Listing Rules and overseeing information going to the ASX, shareholders and other interested parties. The matter of continuous disclosure is a permanent item on the agenda for all Board meetings and is specifically addressed by each director at those meetings. Other disclosure The directors have obligations under a Disclosure of Interests and Transactions in Securities Agreement entered into with the Company to inform the Company of any securities trading in the Company. The directors have made disclosure that they have no material margin lending terms in relation to their holding of Company securities.	Yes
5.2	A listed entity should ensure that its board	Announcements made to the ASX by the Companyare distributed to all directors	Yes

ASX recommendation	ASX recommendation	Statement commentary	Compliant with ASX recommendation
	receives copies of all material market announcements promptly after they have been made.	and published on the Company’s website. [Rec 5.2]
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 Continuous Disclosure Policy outlines the process undertaken to ensure material market presentations are released to the ASX in a prompt manner. [Rec 5.3]	Yes
Principle 6: Respect the rights of security holders A listed entity should respect the rights of its security holders by providing them with appropriate information and facilities to allow them to exercise those rights effectively.
6.1	A listed entity should provide information about itself and its governance to investors via its website.	Communication strategy The Company aims to keep shareholders informed of the Company’s performance and all major developments in an ongoing manner. Information is communicated to shareholders through: • The annual report, published on the Company’s website and distributed to shareholders where specifically requested • The full year and half-year investor presentations, published on the Company’s website, and • Other correspondence regarding matters impacting on shareholders as required. All material documents that are released publicly are made available on the Company’s website. Shareholders are able to view relevant corporate governance documents and investor information on the Company’s website at www.alsglobal.com.[Rec 6.1]	Yes

ASX recommendation	ASX recommendation	Statement commentary	Compliant with ASX recommendation
		The Company will be publishing its 2024 Sustainability Report on its website in June 2024.
6.2	A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.	The Company maintains a Head of Investor Relations position to provide a dedicated resource toward building enhanced engagement between the Company and its investors. The Head of Investor Relations plays a key role in communicating clear, accurate, credible and consistent information about the Company to both retail and institutional investors with the aim of ensuring a fair market price for the Company’s shares over the long term. The Head of Investor Relations has developed and implemented an annual program of investor engagement underpinned by domestic and international post-results (full year and interim) teleconferences and meetings with financial analysts and institutional investors. [Rec 6.2] Investor and strategy days, and international roadshows and presentations at relevant industry and sector conferences, are also held when possible and permissible during the year to promote the Company as a global investment opportunity.	Yes
6.3	A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.	Shareholders are also encouraged to participate in the Annual General Meeting (AGM) to ensure a high level of accountability and identification with the Company’s strategies and goals. Important issues are presented to shareholders as separate resolutions. Shareholders who are unable to attend the AGM may vote by appointing a proxy using the form included with the Notice of Meeting or via the online facility. The Company’s Constitution allows for direct voting at the AGM, allowing shareholders to vote before the meeting without having to attend or appoint a proxy. Further, shareholders are also invited to submit questions in advance of the AGM so that the Company can ensure those issues are addressed at the meeting. [Rec 6.3]	Yes

ASX recommendation	ASX recommendation	Statement commentary	Compliant with ASX recommendation
		The 2024 AGM is intended to be conducted as a hybrid meeting.
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.	It has been Company practice for voting on all resolutions to be conducted by a poll in recent years and it is intended that this practice will continue at the 2024 AGM. [Rec 6.4]	Yes
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.	Shareholders have the option to receive communications from, and send communications to, the Company and its share registry, Boardroom Pty Limited, electronically. [Rec 6.5]	Yes
Principle 7: Recognise and manage risk A listed entity should establish a sound risk management framework and periodically review the effectiveness of that framework.
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 period,the number	Oversight of the risk management function The Company places a high priority on risk management and identification throughout the Group’s operations and regularly reviews its adequacy in this regard. The Company incorporates the oversight of risk management within its Audit & Risk Committee (refer Principle 4). [Rec 7.1(a)] Under the guidance of the Audit & Risk Committee, a comprehensive risk control program has been developed, which includes legislative compliance and property protection audits using risk assessors, self-audits, engineering and professional advisers. Matters in relation to people risks are reviewed by the People Committee and referred to the Audit & Risk Committee. Matters in relation to health, safety and the environment are reviewed by the Sustainability & Innovation Committee and referred to the Audit & Risk Committee. [refer Rec 7.4 for further details].	Yes

ASX recommendation	ASX recommendation	Statement commentary	Compliant with ASX recommendation
	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.	The General Counsel & Company Secretary reports in writing to the Board each month and personally to meetings of the Audit and Risk Committee and supervises not only the six-monthly sign off process but also the follow up of any non-compliances or identified areas requiring further training or risk management. The Company’s Risk Management Policy and internal compliance and control system were reviewed and re-affirmed during the year and are available on the Company’s website.
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 has a suitably qualified General Counsel & Company Secretary who oversees the design and implementation of the risk control program, monitors performance and develops appropriate programs to enhance awareness and compliance. These programs include training for employees, using both internal and external experts. Regular review meetings are held with divisional general managers and senior personnel to provide guidance and strategies for implementation of risk mitigation measures in their businesses. During the year, the Audit & Risk Committee reviewed, and the Board adopted the Risk Management Program presented by the General Counsel & Company Secretary , which outlined the Group’s overall risk profile and the Group’s management of its material business risks. [Rec 7.2(a)(b)]	Yes
7.3	A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role itperforms;or	Internal audit The Company has established robust internal assurance processes including a dedicated internal audit program. The Company uses both external and internal	Yes

ASX recommendation	ASX recommendation	Statement commentary	Compliant with ASX recommendation
		group within their area of expertise (e.g. finance, tax, accounting practices, etc.) • Control self-assessments completed by business stream financial controllers using a standardised review checklist • Use of external audit firms to review specific risks in certain areas • Investigation reporting using Forensic Data Analytics tools • Six-monthly accounting signoffs completed by all financial controllers • Fraud control plan, reviewing the effectiveness of dissemination of Code of Conduct, the Company’s Whistleblower policy, and monitoring of the whistleblower program - ALS Integrity Hotline.
7.4	A listed entity should disclose whether it has any material exposure to economic, environmental or social risks and, if it does, how it manages or intends to manage those risks.	Economic, environmental and social sustainability monitoring ALS acknowledge the need to focus on the risk surrounding social responsibility and accordingly have implemented a number of standards to address economic, environmental and social sustainability risks that are monitored across all of its businesses. Risks associated with economic, environmental and social sustainability have been included in the Company’s material business risk register to ensure they are included in a robust risk assessment and management process. The Sustainability & Innovation Committee is chaired by independent non-executive director, who assists the Board with effective discharge if its responsibilities in relation to oversight and review of the above matters. The Company’s EVP Sustainability & Safety oversees and manages the design and implementation of the sustainability program, monitors performance and develops appropriate programs to enhance awareness and compliance.	Yes

ASX recommendation	ASX recommendation	Statement commentary	Compliant with ASX recommendation
		The names and qualifications of members of the Sustainability & Innovation Committee are set out in the Directors’ Report within the Annual Report. Other non-executive directors of the Board are entitled to be present at all meetings of the Sustainability & Innovation Committee. Meetings of the Sustainability & Innovation Committee are attended, by invitation, by the Managing Director, the EVP Sustainability & Safety, the General Counsel & Company Secretary and other senior staff or professional people as may be appropriate from time to time. The number of Sustainability & Innovation Committee meetings held during the year is set out in the Directors’ Report. Minutes of Sustainability & Innovation Committee meetings and an update from the Committee chair is provided to the Board after each meeting. As part of its reporting commitment, the Company will be publishing its 2024 Sustainability Report in June 2024 which will be made available on its website. The report will be guided by the Global Reporting Initiative (GRI) principles and include disclosures of material environmental, social and governance (ESG) risks of the Company’s business activities, and how these are managed.
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.
8.1	The board of a listed entity should: (a) have a remuneration committee which: i. has at least three members, a majority of whom	The People Committee reviews and recommends compensation for the executive and senior leadership teams (excluding the CEO). They periodically assess the appropriateness and amount of ELT remuneration based on market conditions, with the objective of retaining high-quality leadership and maximising stakeholder benefit.	Yes

ASX recommendation	ASX recommendation	Statement commentary	Compliant with ASX recommendation
	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 employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.	People Committee The People Committee comprises three independent non-executive directors with an independent chair. [Rec 8.1(a)(i)(ii)] Names of members and their attendance at meetings of the Committee are set out in the Directors’ Report. [Rec 8.1(a)(iv)(v)] The People Committee Charter was reviewed in FY24 and is available on the Company's website. [Rec 8.1(a)(iii)] Areas of focus for the People Committee now include performance management, executive leadership, workplace culture, key talent development and succession planning, diversity and broader human resources risk management. Matters pertaining to non-executive directors and CEO remuneration are responsibilities of the Nominations Committee.
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.	Executives, other than the non-executive directors, can receive their base remuneration in the form of cash and non- cash benefits. The Company's Remuneration Policy links the nature and amount of senior executives’ remuneration to the Company’s financial and operational performance. Executive leaders have the opportunity to qualify for participation in the Company’s Short-Term Incentive (STI) and Long-Term Incentive(LTI) plans,whichprovide benefits	Yes

ASX recommendation	ASX recommendation	Statement commentary	Compliant with ASX recommendation
		when specified performance criteria is met. [Rec 8.2] Key executives are those who are directly accountable and responsible for the operational management and strategic direction of the Company and the consolidated entity. Structure of remuneration The structure of non-executive directors’ remuneration and that of executives is set out in the ‘Remuneration Report’ section of the Directors’ Report. The Directors' Report contains a detailed Remuneration Report for the financial year, providing information on the remuneration of each director and key executives. Shareholders approved the current non- executive directors' fee pool of $1,897,500.00 (inclusive of statutory superannuation) at the 2022 AGM. Rec 8.2] The Company maintains minimum shareholding guidelines for non-executive directors who are expected to accumulate a minimum shareholding of one year’s after- tax fees – this may be built up over a three- year period from date of commencement. A minimum shareholder requirement has also been introduced for senior executives. Details are set out in the ‘Remuneration Report’ section of the Directors Report. The amount of shares will be determined by the value to acquire the shares. Fees will be based on net fees assuming the top marginal PAYG Taxation rate. Directors’ retirement benefits There are no Directors’ retirement benefits other than statutory superannuation. Details are set out in the ‘Remuneration Report’ section of the Directors’ Report. [Rec 8.2]
8.3	A listed entity which has an equity-based remuneration scheme should:	Share-based plans The People Committee is responsible for reviewing recommendations for issues or grants under the Company's share-based	Yes

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ALS LIMITED — Governance Information 2024

64365_rns_2024-06-25_54f88cb0-5064-4642-91d8-9c397241ad79.pdf

Corporate Governance Statement For the year ended 31 March 2024

Corporate Governance Statement

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ALS LIMITED Governance Information 2024