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BOOM LOGISTICS LIMITED Regulatory Filings 2021

Aug 25, 2021

64550_rns_2021-08-25_2604697e-f1b0-4540-951f-a04f86682907.pdf

Regulatory Filings

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Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Boom Logistics Limited

ABN/ARBN
28 095 466 961
Financial year ended:
28 095 466 961 30 June 2021

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

These pages of our annual report: This URL on our http://www.boomlogistics.com.au/about-us/corporate-governance website:

The Corporate Governance Statement is accurate and up to date as at 26 August 2021 and has been approved by the board.

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

Date: 26 August 2021

Name of authorised officer Malcolm Ross, Company Secretary authorising lodgement:

1 “Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of Listing Rule 4.10.3.

Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3.

The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately.

2 Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.

3 Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection. See notes 4 and 5 below for further instructions on how to complete this form.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Page 1

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should have and disclose a board charter setting
out:
(a)
the respective roles and responsibilities of its board and
management; and
(b)
those matters expressly reserved to the board and those
delegated to management.

and we have disclosed a copy of our board charter at:
http://www.boomlogistics.com.au/about-
us/corporate-governance/board-charter

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable
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.

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable
1.3 A listed entity should have a written agreement with each director
and senior executive setting out the terms of their appointment.

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable
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.

set out in our Corporate Governance Statement OR

we are an externally managed entity and this recommendation
is therefore not applicable

4 Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with “ insert location ” underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate governance/charters/”).

5 If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

Page 2

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
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.
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.

and we have disclosed a copy of our diversity policy at:
https://www.boomlogistics.com.au/careers/diversity
-policy/
and we have disclosed the information referred to in paragraph (c) in
our Corporate Governance Statement.

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable
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
(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.

and we have disclosed the evaluation process referred to in
paragraph (a) at:
our Corporate Governance Statement
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process at:
our Corporate Governance Statement.

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable

Page 3

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
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.

and we have disclosed the evaluation process referred to in
paragraph (a) at:
our Corporate Governance Statement.
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process at:
our Corporate Governance Statement.

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable

Page 4

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1 The board of a listed entity should:
(a)
have a nomination committee which:
(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 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.

[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
https://www.boomlogistics.com.au/about-us/corporate-
governance/nomination-remuneration-committee-charter/ and the
information referred to in paragraphs (4) and (5) at:
page 28 of our Annual Report.

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable
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 at:
our Corporate Governance Statement.

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable
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 24 and 25 of our Annual Report.
and, where applicable, the information referred to in paragraph (b)
at:
our Corporate Governance Statement.
and the length of service of each director at:
page 24 and 25 of our Annual Report.

set out in our Corporate Governance Statement

Page 5

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
2.4 A majority of the board of a listed entity should be independent
directors.

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable
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.

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable
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.

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1 A listed entity should articulate and disclose its values.
and we have disclosed our values at:
page 7 of the Annual Report.

set out in our Corporate Governance Statement
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.

and we have disclosed our code of conduct at:
https://www.boomlogistics.com.au/wp-
content/uploads/2021/03/NAT-PS-CG-005-Code-of-Conduct-
V1.2.pdf

set out in our Corporate Governance Statement
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:
https://www.boomlogistics.com.au/about-us/code-of-
conduct/speaking-up-policy/

set out in our Corporate Governance Statement
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.

and we have disclosed our anti-bribery and corruption policy at:
https://www.boomlogistics.com.au/about-us/code-of-conduct/fraud-
risk-management-policy/

set out in our Corporate Governance Statement

Page 6

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
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.

[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
https://www.boomlogistics.com.au/about-us/corporate-
governance/audit-committee-charter/ and the information referred to
in paragraphs (4) and (5) at:
pages 24-25 and page 28 of the Annual Report.

set out in our Corporate Governance Statement
4.2 The board of a listed entity should, before it approves the
entity’s financial statements for a financial period, receive from
its CEO and CFO a declaration that, in their opinion, the
financial records of the entity have been properly maintained
and that the financial statements comply with the appropriate
accounting standards and give a true and fair view of the
financial position and performance of the entity and that the
opinion has been formed on the basis of a sound system of risk
management and internal control which is operating effectively.

set out in our Corporate Governance Statement
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.

set out in our Corporate Governance Statement

Page 7

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should have and disclose a written policy for
complying with its continuous disclosure obligations under
listing rule 3.1.

and we have disclosed our continuous disclosure compliance policy
at:
https://www.boomlogistics.com.au/wp-
content/uploads/2012/05/Market-Disclosure-Communication-
Policy.pdf

set out in our Corporate Governance Statement
5.2 A listed entity should ensure that its board receives copies of all
material market announcements promptly after they have been
made.

set out in our Corporate Governance Statement
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.

set out in our Corporate Governance Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about itself and its
governance to investors via its website.

and we have disclosed information about us and our governance on
our website at:
https://www.boomlogistics.com.au/investor-centre/
https://www.boomlogistics.com.au/about-us/corporate-
governance/

set out in our Corporate Governance Statement
6.2 A listed entity should have an investor relations program that
facilitates effective two-way communication with investors.

set out in our Corporate Governance Statement
6.3 A listed entity should disclose how it facilitates and encourages
participation at meetings of security holders.

and we have disclosed how we facilitate and encourage participation
at meetings of security holders at:
our Corporate Governance Statement.

set out in our Corporate Governance Statement
6.4 A listed entity should ensure that all substantive resolutions at a
meeting of security holders are decided by a poll rather than by
a show of hands.

set out in our Corporate Governance Statement

Page 8

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
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.

set out in our Corporate Governance Statement
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1 The board of a listed entity should:
(a)
have a committee or committees to oversee risk, each of
which:
(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.

[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
https://www.boomlogistics.com.au/about-us/corporate-
governance/risk-committee-charter/ and the information referred to
in paragraphs (4) and (5) at:
page 28 of our Annual Report.

set out in our Corporate Governance Statement
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.

and we have disclosed whether a review of the entity’s risk
management framework was undertaken during the reporting period
at:
our Corporate Governance Statement.

set out in our Corporate Governance Statement

Page 9

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
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.

[If the entity complies with paragraph (a):]
and we have disclosed how our internal audit function is structured
and what role it performs at:
our Corporate Governance Statement.

set out in our Corporate Governance Statement
7.4 A listed entity should disclose whether it has any material
exposure to environmental or social risks and, if it does, how it
manages or intends to manage those risks.

and we have disclosed whether we have any material exposure to
environmental and social risks at:
our Corporate Governance Statement.
and, if we do, how we manage or intend to manage those risks at:
our Corporate Governance Statement.

set out in our Corporate Governance Statement

Page 10

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
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.

[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
our Corporate Governance Statement
and the information referred to in paragraphs (4) and (5) at:
page 28 of the Annual Report.]
[If the entity complies with paragraph (b):]

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable
8.2 A listed entity should separately disclose its policies and
practices regarding the remuneration of non-executive directors
and the remuneration of executive directors and other senior
executives.

and we have disclosed separately our remuneration policies and
practices regarding the remuneration of non-executive directors and
the remuneration of executive directors and other senior executives
at:
pages 29 to 38 of our Annual Report.

set out in our Corporate Governance Statement OR

we are an externally managed entity and this recommendation
is therefore not applicable
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.

and we have disclosed our policy on this issue or a summary of it at:
page 39 of our Annual Report.

set out in our Corporate Governance StatementOR

we do not have an equity-based remuneration scheme and
this recommendation is therefore not applicableOR

we are an externally managed entity and this recommendation
is therefore not applicable

Page 11

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
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.

and we have disclosed information about the processes in place at:
………………………………………………………………………
[insert location]

set out in our Corporate Governance Statement OR

we do not have a director in this position and this
recommendation is therefore not applicable OR

we are an externally managed entity and this recommendation
is therefore not applicable
9.2 A listed entity established outside Australia should ensure that
meetings of security holders are held at a reasonable place and
time.

set out in our Corporate Governance StatementOR

we are established in Australia and this recommendation is
therefore not applicable OR

we are an externally managed entity and this recommendation
is therefore not applicable
9.3 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.

set out in our Corporate Governance StatementOR

we are established in Australia and not an externally managed
listed entity and this recommendation is therefore not
applicable

we are an externally managed entity that does not hold an
AGM and this recommendation is therefore not applicable
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
- Alternative to Recommendation 1.1 for externally managed
listed entities:
The responsible entity of an externally managed listed entity
should disclose:
(a)
the arrangements between the responsible entity and the
listed entity for managing the affairs of the listed entity;
and
(b)
the role and responsibility of the board of the responsible
entity for overseeing those arrangements.

and we have disclosed the information referred to in paragraphs (a)
and (b) at:
……………………………………………………………………………..
[insert location]

set out in our Corporate Governance Statement

Page 12

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
- Alternative to Recommendations 8.1, 8.2 and 8.3 for externally
managed listed entities:
An externally managed listed entity should clearly disclose the
terms governing the remuneration of the manager.

and we have disclosed the terms governing our remuneration as
manager of the entity at:
……………………………………………………………………………..
[insert location]

set out in our Corporate Governance Statement

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Page 14

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Corporate Governance Statement

APPROACH TO GOVERNANCE

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Corporate governance is important at Boom Logistics and is a fundamental part of the culture and the business practices of the Company. Directors have specific duties and responsibilities to ensure that good corporate governance practices are adopted by the Company.

The Company has securities listed on the Australian Stock Exchange (ASX) and therefore must also comply with a range of listing and regulatory requirements.

The key aspects of the Company’s corporate governance framework and primary corporate governance practices for the 2021 year are outlined below.

The Board follows the ASX Corporate Governance Principles and Recommendations 2019 (4th Edition) and has followed each of the recommendations as at 30 June 2021. Corporate governance practices applied by the Company are set out below.

THE BOARD

The Board has responsibility for setting and maintaining corporate integrity, behaviours and accountability. In accordance with the ASX Corporate Governance Principles and Recommendations and the Company’s commitment to best practice Corporate Governance:

  • The Board operates under a Code of Conduct which is available on the Company’s corporate website;

  • The Board is responsible for the overall strategic direction and oversight of the affairs of the Company and has adopted a Board Charter which defines its role and responsibilities. The Charter is available on the Company’s corporate website;

  • There is a regular assessment of the independence of each Director;

  • Potential conflicts of interest by Directors will be reported to the Board and interested Directors will be excluded from discussion of the relevant matter and will not vote on that matter;

  • Directors provide the Company with details of their shareholdings in the Company and any changes;

  • Directors must comply with the Company’s Market Disclosure and Communications Policy, Securities Trading Policy and the Code of Conduct;

  • Directors have a right to access, where necessary and at the cost of the Company, independent, external and professional advice;

  • Directors have ready access to the Company’s Senior Management for direct information on the Company’s affairs;

  • Directors have the benefit of Directors’ and Officers’ Insurance;

  • Directors have the benefit of an indemnity from the Company to the extent permitted by the Corporations Act as well as access to the Company’s Board papers on terms agreed between the Company and the Board;

  • The Board sets the membership and terms of reference for each Board Committee; and

  • Board Committees make recommendations to the Board. They are not delegated responsibility except as specifically authorised by the Board.

Key responsibilities set out in the Board Charter that are reserved for the Board include:

  • Appointing and, where appropriate, removing the Chief Executive Officer, Chief Financial Officer and Company Secretary;

  • Guiding and approving the Company’s strategic direction and business planning (including approving the annual budget including operating plans, financial targets and capital expenditure plans of the Company);

  • Establishing goals and benchmarks for Management that are consistent with the Company’s strategic direction and business plans and risk profile, and monitoring the Company’s business performance against those goals and benchmarks;

  • Approving and monitoring major capital expenditure, capital management, business development opportunities, acquisitions, divestitures and other corporate transactions, including the issue of securities of the Company;

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  • Approving all accounting policies, financial reports and material external communications by the Company;

  • Oversight of the Company’s corporate governance policies, procedures and frameworks; and

  • Establishing the powers delegated to the Chief Executive Officer and Senior Executives and setting and reviewing the delegations of powers and authority to assist in defining the interface between Board and Management.

BOARD AND COMMITTEE COMPOSITION

The Board currently has six Directors comprising five Non-Executive Directors and the Executive Managing Director. Four of the Non-Executive Directors including the Chairman are Independent Directors. One Non-Executive Director is not an independent Director. The Board has considered the tenure of Terence Hebiton on the Board and factors relevant to a determination of his independence. The Board considers that Terence Hebiton’s tenure does not compromise his independence for the reporting period. Terence Hebiton has notified the Board of his intention to retire at the Annual General Meeting in 2021 and will not stand for re-election.

The Board is undergoing renewal. Stephen Grove and Kieran Pryke joined the Board during FY21 following the retirement of two long-standing directors. The Chairman, Max Findlay has also announced his intention to retire from the Board at the AGM 2021. A process is underway to recruit their successors.

Details of the respective Directors’ qualifications, Directorships of other listed companies, including those held at any time in the three years immediately before the end of the financial year, experience, length of service and other responsibilities are provided in the Directors’ Report on pages 24 to 27 of the Annual Report for the year ended 30 June 2021 (Annual Report).

The Company Secretary is appointed by the Board and reports directly to the Board through the Chairman and all directors have access to the Company Secretary. The role and responsibilities of the Company Secretary are set out in the Board Charter.

The Board has established the following committees and adopted charters setting out matters relevant to the composition, responsibilities and administration of these committees:

  • Audit Committee (AC);

  • Risk Committee (RC);

  • Health, Safety, Environment and Quality Committee (HSE&Q); and

  • Nomination and Remuneration Committee (N&RC).

The membership of the Board and its committees as at 30 June 2021 is as follows:

Director Board AC RC N&RC HSE&Q
Maxwell Findlay √* √*
Melanie Allibon √*
Terence Hebiton √*
Stephen Grove
Kieran Pryke √*
Tony Spassopoulos

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  • Denotes Chair

Boom Logistics Limited – A.B.N. 28 095 466 961

Corporate Governance Statement – 26 August 2021

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These Committees do not in any way diminish the overall responsibility of the Board for these functions.

The Skills Matrix below sets out the Board's current mix of skills and experience. Its structure reflects the areas relevant to the business of the Company. Directors are encouraged to continue with ongoing professional development to maintain the skills and knowledge needed to perform their roles effectively.

The Board considers that each area set out below is adequately represented by the Board and continues to strengthen its mix of skills and experience together with diversity in the course of each non-executive director appointment.

  • Skills and experience of the Board relevant to the business of the Company Industry experience: Defined as knowledge, experience, networks, membership in any of the following industries:  mining / mining services  utilities and infrastructure  engineering or science qualification  construction/major projects  energy  industrial services  hire of capital goods  labour hire

  • Executive leadership/management Defined as:

  • outside directorships

  • senior management positions  appropriately represents the organisation  sets and instils an appropriate Board and organisational culture  makes and takes responsibility for decisions and actions

  • Financial Acumen

Financial Acumen Financial Acumen
Defined as:
financial literacy
experience in managing financial risks and controls
analyses key financial statements to critically assess financial viability and performance
contributes to the strategic financial planning and budget process
accounting or finance qualification
corporate finance experience, particularlydebt and leasingactivities.
Health safety & environment
Defined as:
experience related to managing HS&E issues in an organisation
balances the need to address HS&E issues with commercial requirements of the business
Governance Risk and Policies
Defined as:
experience in the governance of organisations
ability to assess the effectiveness of management
membership of governance industry bodies or organisations
ability to identify risk, monitor risks and provide guidance on risk mitigation strategies
provide guidance on the development and implementation of organisational policies to and
ensure governance
Strategy
Defined as:
ability to analyse information, think strategically and review and challenge management in order
to make informed decisions and assess performance against strategy
proactively contributes to the development of business strategy whilst driving the execution of
the strategy
experience in setting and delivering on strategy
experience with mergers and acquisitions to support strategydevelopment.

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DIRECTORS’ SHAREHOLDINGS IN THE COMPANY

There is no obligation under the Constitution for Directors to hold shares in the Company, although all Directors have share interests as disclosed. Details of Directors’ shareholdings are shown in the Directors’ Report on page 27 of the Annual Report.

Directors and Senior Management of the Company are restricted to buying or selling shares in the Company to the six-week period commencing on the second business day after the announcement of the annual and half-yearly results and the Annual General Meeting in accordance with the Securities Trading Policy.

If a market announcement is made outside these periods which results in the market having the same price sensitive information as the Directors and Senior Management, then Directors and Senior Management may deal in Boom securities during the three-week period commencing on the second business day after any such announcement.

Under the Securities Trading Policy, Directors are required to notify the Company Secretary within two days of each trade to enable the required disclosure to the ASX.

In accordance with the law, Directors and Senior Management are prohibited from buying or selling shares in the Company at any time when they are in possession of market sensitive information.

AUDIT COMMITTEE

The Audit Committee Charter is available on the Company’s website.

The primary objectives of the Audit Committee are to assist the Board of Directors to discharge their obligations with respect to oversight of the:

  • Integrity and quality of interim and annual financial reporting and disclosures;

  • Compliance with relevant laws, regulations, standards and codes;

  • Adequacy of the internal control framework; and

  • Integrity of the internal and external audit functions.

The Committee comprises three Independent Non-Executive Directors and is chaired by Kieran Pryke who is an Independent Non-Executive Director who is not the chair of the Board. The external audit partners, Managing Director, other NonExecutive Directors, Chief Financial Officer, and other management personnel regularly attend Committee meetings by invitation.

The responsibilities of the Audit Committee set out in its Charter include:

  • Monitoring the activities and effectiveness of the internal audit function including approving the engagement of the internal auditor;

  • Overseeing and monitoring the integrity of financial systems, processes and reporting;

  • Reviewing draft annual and half-yearly financial statements with management and external auditors and making recommendations to the full Board;

  • Reviewing and monitoring the Company’s compliance with law and ASX Listing Rules;

  • Reviewing processes for promoting compliance with the Company’s Code of Conduct and Speaking Up Policy;

  • Reviewing processes to manage related party transactions and potential conflicts of interest in line with the Company’s Related Party Transactions Policy;

  • Reporting regularly to the Board on its activities and findings;

  • Making recommendations for the appointment or removal of the external auditors;

  • Monitoring the ongoing independence of the external auditor; and

  • Other responsibilities as required by the Board or considered appropriate.

The Audit Committee policy is to recommend to the Board for appointment, external auditors who clearly demonstrate quality and independence. The performance of the external auditor is reviewed annually. Applications for tender for external audit services may be requested from time to time as deemed appropriate, taking into consideration assessment of performance, existing value and tender costs.

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In accordance with a recommendation by the Audit Committee, the Board sought and received Shareholder approval to appoint KPMG as the Company’s external auditor at the 2008 Annual General Meeting.

In accordance with the Corporations Act, it is KPMG’s policy to rotate audit engagement partners on listed companies every five years and in accordance with that policy, a new partner commenced on the Company's external audit in the year commencing 1 July 2019.

KPMG has declared its independence to the Board through its representations to the Committee and provision of its Statement of Independence to the Board, stating that they have maintained their independence in accordance with the provisions of APES 110 – Code of Ethics for Professional Accountants and the applicable provisions of the Corporations Act 2001.

An analysis of fees paid to the external auditors, including a break-down of fees for non-audit services, is provided in the Directors’ Report on page 39 and in note 22 on page 73 to the Annual Report.

The external auditor attends the Annual General Meeting and is available to answer Shareholder questions about auditor independence, accounting policies adopted by the Company, the conduct of the audit and the preparation and content of the audit report.

The internal audit function is carried out internally, assisted from time to time by external service providers, and provides independent, objective assurance to the Audit Committee. The internal audit function is independent of the external auditor and is aimed at the promotion of efficiency, economy and effectiveness of management processes and systems of internal control.

The Audit Committee approves the scope of all internal audit activities to ensure it is appropriate in light of the key risks faced by Boom.

RISK COMMITTEE

The Risk Committee Charter is available on the Company’s website.

The Risk Committee comprises all members of the Board. The Committee is chaired by the Chairman of the Board.

The primary objective of the Committee is to monitor the processes for identification and management of material risks including business, financial and regulatory risks. During the reporting period, the Committee undertook a review of the Company's risk management framework and Management’s process of reviewing the material risks at each of its meetings.

The responsibilities of the Committee set out within its Charter include:

  • Overseeing the risk profile and risk management of the Company within the context of the Board determined risk appetite;

  • Making recommendations to the Board in respect of the Company's risk appetite and particular risks or risk management practices;

  • Reviewing Management's risk framework including the processes for the identification and assessment of material risks faced by the Company;

  • Reviewing Management's plans for the mitigation of the material risks faced by the Company;

  • Ensuring there are adequate policies in relation to material business and financial risk management, compliance and internal controls;

  • Ensuring there is ongoing monitoring and assessment of the risk management, compliance and internal control systems; and

  • Promoting awareness of a risk based culture and the achievement of a balance between risk and reward for risks accepted.

HEALTH, SAFETY, ENVIRONMENT & QUALITY (“HSE&Q”) COMMITTEE

The Health, Safety, Environment & Quality Charter is available on the Company’s corporate website.

The primary objective of the HSE&Q Committee is to assist the Board of Directors to discharge their responsibilities in respect of health, safety, environment and quality matters.

The HSE&Q Committee comprises all members of the Board. The Committee is chaired by Terence Hebiton. The National Health, Safety, Environment & Quality Systems Manager and Chief Operating Officer attends these meetings by invitation.

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The responsibilities of the HSE&Q Committee set out within its charter include:

  • Reviewing the ongoing health and safety performance of Boom and monitoring its effective health and safety management;

  • Receiving and considering information relating to HSEQ matters including incident reports and independent HSEQ audit reports;

  • Considering information relating to HSEQ hazards and risks within Boom;

  • Considering the systems, processes and resources through which HSEQ hazards and risks are eliminated or controlled; and

  • Considering information and recommendations provided by Management regarding strategic or significant matters;

to enable the Committee to recommend the Board’s endorsement of the HSE&Q Strategy and Plan.

NOMINATION & REMUNERATION COMMITTEE

The composition of the Board and Committees of the Board are considered by the Nomination & Remuneration Committee as set out in the Charter which is available on the Company’s website.

The principle function of the Nomination & Remuneration Committee is to review and make recommendations to the Board on remuneration packages and policies applicable to Directors, Senior Executives and Company employees generally.

The Committee comprises three independent, Non-Executive Directors and the Managing Director. The Committee is chaired by Melanie Allibon.

The responsibilities of the Nomination and Remuneration Committee include:

  • Assessing the necessary skills and experience of Board members;

  • Establishing and reviewing the Board succession plans;

  • Ongoing review and evaluation of the Board, its Committees, individual directors and Executives performance;

  • Considering and recommending to the full Board the appointment and removal of Directors;

  • Reviewing and recommending the remuneration of Non-Executive Directors, the Chief Executive Officer and the Chief Executive’s direct reports;

  • Reviewing and recommending remuneration policies applicable to Directors, Senior Executives and Company Employees generally;

  • The annual review and consideration of the Chief Executive Officer’s remuneration structure; and

  • Reviewing and recommending general remuneration principles, including incentive schemes, bonuses, and share plans that reward individual and team performance.

When a new Director is to be appointed, the Committee reviews the range of skills, experience and expertise on the Board, identifies its needs and prepares a short-list of candidates with appropriate skills and experience. Appropriate background checks are undertaken prior to appointment or putting a new candidate forward for election.

Where necessary, advice is sought from independent search consultants. The full Board then appoints the most suitable candidate based on specified selection and appointment criteria.

Directors who join the Board as casual appointees must submit themselves to Shareholders for election at the first Annual General Meeting following their appointment. The Company provides material information to shareholders which is relevant to a decision to elect or re-elect a director. Kieran Pryke was appointed on 8 February 2021 and intends to stand for election at the 2021 Annual General Meeting.

Directors are provided with a written letter of appointment setting out the Company’s expectations including involvement with committee work, their responsibilities, remuneration, including superannuation and expenses, requirement to disclose their interests and any matters which affect the Director’s independence. Directors are provided with all relevant policies including the Company’s Share Trading Policy, the Code of Conduct policy, a copy of the Company’s Constitution, organisational charts and details of indemnity and insurance arrangements.

A formal induction program which covers the operation of the Board and its Committees and financial, strategic, operations and risk management issues is provided to ensure that Directors have significant knowledge about the Company and the industry within which it operates.

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Corporate Governance Statement – 26 August 2021

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New Directors are advised of the time commitment required of them in order to appropriately discharge their responsibilities as a Director of the Company. Directors are required to confirm that they have sufficient time to meet this requirement.

PERFORMANCE MANAGEMENT AND REMUNERATION

Board effectiveness is monitored through the Chairman and by open discussion amongst members. External assistance is engaged to periodically provide structured evaluation of Board process and performance. In the reporting period, a formal performance review process of the Board, Committees and the Chief Executive Officer was undertaken internally by the Board.

The Executive Management team participates in the Company’s performance management and development process. The Chief Executive Officer is responsible for the establishment of roles, expectations and reviews with his direct reports at regular intervals throughout the period. In the reporting period, the Chief Executive Officer undertook a performance review process with his reports. Performance is taken into consideration by the Nomination and Remuneration Committee when determining Executive remuneration which is further discussed in the Directors' Report - Remuneration Report (Audited) as set out on pages 29 to 39 of the Annual Report.

It is noted that the Company policy set out in the Company's Securities Trading Policy (available on the Company website) and the Corporations Act prohibit key management personnel from entering arrangements to limit their exposure to risk relating to an element of their remuneration including economic risk associated with participation in the Group's Executive Remuneration Plan.

INTEGRITY AND RISK MANAGEMENT PROCESSES

The CEO and CFO have provided written declarations to the Board that the Company’s financial records have been properly maintained, and that the Company’s financial statements and notes give a true and fair view of the financial position and performance of the Company and comply with accounting standards.

In addition, this declaration also confirms that the financial statements are founded on a sound system of risk management and internal control which is operating effectively in all material respects in relation to financial reporting risks.

The Company has implemented a risk management framework and policy having regard to AS/NZS ISO 31000:2009 – Risk Management – Principles and Guidelines and the ASX Corporate Governance Principles and Recommendations. The framework is based around the following risk activities:

  • Risk Identification: Identify all significant foreseeable risks associated with business activities in a timely and consistent manner;

  • Risk Evaluation: Evaluate risks using an agreed risk assessment criteria;

  • Risk Treatment/Mitigation: Develop mitigation plans for risk areas where the residual risk is greater than tolerable risk levels; and

  • Risk Monitoring and Reporting: Report risk management activities and risk specific information to appropriate levels of management in a timely manner.

On a regular basis, the Board, through the Risk Committee, reviews the risk framework including risk appetite, the risk register and the systems to identify and manage risk and satisfies itself that Management has in place appropriate systems for managing risk and for maintaining appropriate internal controls. A review has taken place during the reporting period.

The CEO and Senior Management are responsible for identifying, evaluating and monitoring risk in accordance with the risk management framework. This process includes consideration of potential economic, environmental and social sustainability risks. Senior Management is responsible for the accuracy and validity of risk information reported to the Board and also for ensuring clear communication of the Board and Senior Management’s position on risk throughout the Company.

In particular, the CEO and members of the Senior Management team regularly review and identify key business and financial risks which could prevent the Company from achieving its objectives.

The Directors' Report - Operating and Financial Review on pages 14 to 19 of the Annual Report sets out the Company's exposure to material economic, market, labour and other operational risks and a summary of how these risks are being managed. The Company does not consider it has exposure to material environmental or social sustainability risks.

Additionally, a formal risk assessment process is part of each major capital acquisition with post acquisition reviews undertaken of major business acquisitions, major capital expenditures or significant business initiatives.

Corporate Governance Statement – 26 August 2021 Boom Logistics Limited – A.B.N. 28 095 466 961

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ENVIRONMENTAL REGULATION

The Company believes environmental stewardship and sustainability is both a management obligation and the responsibility of every employee.

The operations of the Company are subject to various environmental regulations under both Commonwealth and State legislation.

In making this report, the Directors note that the Company’s operations involve the discharge and storage of potentially hazardous materials such as fuels, oils and paints. Some of these activities require a licence, consent or approval from Commonwealth or State regulatory bodies. This regulation of the Company’s activities is typically of a general nature, applying to all persons carrying out such activities, and does not in the Directors’ view comprise particular and significant environmental regulation.

Based upon enquiries within the Company, the Directors are not aware of any breaches of particular and significant environmental regulation affecting the Company’s operations.

The Directors believe the environmental performance of the Company is sound and that the Company has appropriate systems in place for the management of its ongoing corporate environmental responsibilities.

The Company services the mining sector with the provision of lifting services. The Company will continue to support this sector while growing diversified revenue streams with its focus on infrastructure, telecommunications and renewable energy including wind farm projects.

CODE OF CONDUCT

The Code of Conduct is available on the Company’s website.

The Company has an established Code of Conduct, which provides Employees and Directors with a practical set of guiding principles to help them make decisions in their day to day work.

The Code embodies honesty, integrity, quality, trust and respect. Employees and Directors are required to demonstrate these behaviours and comply with the Code of Conduct whenever they are identified as representatives of Boom.

Under the Code of Conduct:

  • The Company will act with fairness, integrity and good faith in its dealings with its Employees, Customers, Subcontractors, Shareholders and other Stakeholders;

  • The Company will strive for best practice in its internal business controls, financial administration and accounting policies;

  • Directors and Employees are bound by strict rules in the trading of Boom shares;

  • The Company is committed to continuous improvement of workplace safety with the ultimate objective of no injuries to anyone at any time;

  • The Company will continually develop its client relationships to provide outstanding service;

  • The Company has, and will keep in place, employment practices and policies that accord with best practice including those in respect of health and safety, anti-discrimination and conflict of interest;

  • The Company recognises its place in the community and has in place policies and practices to protect the environment and to support selected community activities and projects in the areas in which it operates;

  • The Company will be transparent in its reporting, including in respect of Board and Executive remuneration;

  • The Company recognises its obligations to individuals’ rights to privacy in respect of confidential information;

  • The Company is committed to compliance with the law in all its operations;

  • The Company will enforce and monitor compliance with the Code of Conduct through employment contracts, internal communication, education and performance management; and

  • Directors, Employees, consultants and contractors engaged by the Company must act to ensure they maintain confidentiality, protect Stakeholder rights and have an obligation to report and investigate unethical behaviour.

The Company manages communication and compliance in respect of the Code of Conduct through employment contracts and ongoing internal communication including internet, intranet, Employee education sessions, performance management, tool box meetings, orientation & induction programmes and the distribution of an Employee Handbook.

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Corporate Governance Statement – 26 August 2021

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Adherence with the Code of Conduct is managed by Senior Management and Business Unit Managers across the business. Where non-compliance occurs, Employees are counselled and disciplined in accordance with the Code of Conduct policy and with reference to the nature and severity of the breach.

DIVERSITY AT BOOM LOGISTICS

The Diversity Policy is available on the Company’s website together with the Workplace Gender Agency Equality Report.

The Company is committed to seeking out and retaining the best talent to ensure business growth and performance. We are committed to engaging the best people to do the best job possible. The Code of Conduct confirms the Company’s belief in treating all people with respect and recognises that diversity and different skills make the Company strong.

The Company is committed to ensuring the composition of its Board and Committees is appropriate. The Board Charter clearly states it should comprise Directors with the appropriate mix of business expertise and experience and have regard to the Diversity Policy in determining the composition.

At Boom, diversity includes differences that relate to gender, age, ethnicity, disability and cultural background. Boom recognises that having a diverse and talented workforce is a key competitive advantage that differentiates our service in the marketplace and is a benefit to the Company as a whole. Diversity also benefits individuals and teams and enables the Company to reflect the diversity of our customers and the markets we operate in, all of which adds value to our operations and delivery of our strategy.

Gender diversity and inclusion is important for Boom, and is reflective of the revised ASX Corporate Governance Principles and Recommendations, 4th Edition. Boom is committed to building female representation at all levels in the organisation, including Board and Senior Management levels and seeks to do so at each such time as it is recruiting for Board and Senior Management positions.

Since the last reporting period, 17% of employees awarded promotions within the organisation were women and 25% of all manager promotions were women. Prospects for growth in the Company have improved on recent years and recruitment needs associated with a growing business provide opportunity for the business to build female representation across the organisation. The Board remains committed to redressing the current position and attempts to do so at each new recruitment opportunity.

Boom has established a Diversity Policy and a series of objectives to work towards that have been reviewed and approved by the Board. In support of the Diversity Policy and establishment of revised goals and measurable targets, a Gender Equality Plan has been drafted for the period 2021-2023 to provide a framework for identifying and addressing barriers to gender inclusion within the Company and enable the Company to achieve sustainable, strategic and meaningful change.

To effect a structured approach to managing diversity, the Company:

  • Has developed and implemented strategies, initiatives and programs to promote the Diversity Principles outlined above in its management structures;

  • Has set measurable objectives, or key performance indicators (KPIs), for the strategies, initiatives and programs to achieve Gender Diversity;

  • Monitors, reviews and reports to the Board the Company’s progress under the Diversity Policy and Gender Equality Plan; and

  • Reports on the status of Gender Diversity KPIs in this Annual Report.

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Corporate Governance Statement – 26 August 2021

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The Company’s objectives for FY22 are tabled below:

Area Objective
Board gender diversity At least 15% of the Board Members desirably should be female with the appropriate skills and attributes.
Target Date: On each occasion that a new appointment to the Board is considered.
Senior Manager gender
diversity
At least 25% of Senior Managers desirably should be female with the appropriate skills and attributes.
Target DateOn each occasion that a new Senior Manager appointment is considered.
Manager gender diversity At least 25% of Managers desirably should be female with the appropriate skills and attributes.
Managers are defined as direct reports to Senior Managers.
Target Date: Review annually by 30 June each year.
Employee gender diversity At least 12.5% of the Boom Logistics workforce desirably should be female with the appropriate skills and
attributes.
Target Date: Review annually by 30 June each year.

The objectives reflect the Company’s aspirations over the three year period of the 2021-2023 Gender Equality Plan. Objectives are reviewed annually to ensure they remain relevant and appropriate and have been revised from the prior year (FY21).

As at 30 June 2021, Boom’s performance with respect to meeting these objectives is as follows:

Female
30 June 2021
Female
30 June 2021
Male
30 June 2021
Female
30 June 2020
Female
30 June 2020
Male
30 June 2020
Actual Objective Actual Actual Objective Actual
Grand Total 10.15% 10% 89.86% Grand Total 10.15% 10% 89.85%
Directors * 16.66% 15% 83.34% Directors 20.00% 15% 80.00%
Senior Managers 12.50% 20% 87.50% Senior Managers 10.00% 20% 90.00%
Managers 11.76% 10% 88.24% Managers 11.76% 10% 88.24%
Employee Group 10.00% 10.0% 90.00% Employee Group 9.93% 10% 90.07%

*For FY21, the Managing Director is included in the Directors calculation

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Corporate Governance Statement – 26 August 2021

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In addition to the objectives set, the Company has developed a number of initiatives to encourage diversity in the workplace. These initiatives include ensuring Human Resources Policies and Procedures are aligned to the Diversity Policy, recruitment processes encourage diversity and education around diversity has been included in training programs rolled-out to Employees. Initiatives, including milestones, can be found on the Company's website.

In 2019, a new traineeship program was launched in Queensland based in Blackwater and Brisbane as a pilot program to recruit and develop our operators and supervisors of the future. Six trainees comprising 33.3% women are currently engaged in full time traineeships with Boom for 2 years while completing Certificate III in Driver Operations training and are scheduled to complete their certificate training in October 2021.

Objectives, along with the implementation of the initiatives, are monitored by the Board. The Chief Executive Officer has primary responsibility for the successful execution of the Diversity Policy, Gender Equality Plan and the associated initiatives.

The objectives set out in the Indigenous Employment Framework document represent broad, long-term outcomes for increasing the employment of local Indigenous people by Boom Logistics work units. Whilst achieving these objectives is a priority for the Company, it is important to recognise the challenges involved in developing employment opportunities for all Employees.

TIMELY AND BALANCED DISCLOSURE

The Company aims to be transparent with all stakeholders, including its shareholders. Easy access to Company information is an important objective of our communications strategy.

SHAREHOLDER COMMUNICATION AND CONTINUOUS DISCLOSURE

The Market Disclosure & Communications Policy is available on the Company’s website.

The Company aims to keep Shareholders informed of the Company’s performance and all major developments in an ongoing manner through its investor relations program to facilitate effective communication between investors and the Board and encourages and promotes effective participation of Shareholders at General Meetings. In the reporting period, the Annual General Meeting was held via an online platform and a virtual meeting is anticipated for the 2021 Annual General Meeting.

Members unable to attend the Annual General Meeting are encouraged to submit questions to the Board or Company Auditor in writing ahead of the meeting.

Information is communicated to Shareholders through:

  • The Half Year Financial Report and the Full Year Financial Report, results presentations, ASX market updates where appropriate, notice of meetings and explanatory materials which are published on the Company’s corporate website and distributed to Shareholders where nominated;

  • The Annual General Meeting and any other formally convened Company meetings; and

  • All information released to the ASX is posted to the Company’s corporate website. The Company maintains a website to complement the official release of information to the market which catalogues all communications dating back to the Company’s listing in 2003.

The Company is committed to ensuring all stakeholders are provided with relevant and accurate information regarding its activities in a timely manner.

Boom has adopted a disclosure policy and internal reporting procedures having regard to the ASX and ASIC guidelines to ensure that:

  • Material price sensitive information is reported to the CEO and CFO in a timely manner;

  • Information is disclosed in a timely manner and in compliance with legal and regulatory obligations; and

  • All stakeholders have an equal opportunity to receive and obtain externally available information issued by Boom.

Boom will immediately notify the market of any information related to its business which a reasonable person would expect to have a material effect on the price/value of its securities.

Boom Logistics Limited – A.B.N. 28 095 466 961

Corporate Governance Statement – 26 August 2021

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It should be noted that disclosure is not required where each of the following conditions is satisfied:

  • A reasonable person would not expect the information to be disclosed; and

  • The information is confidential; and

  • One or more of the following apply:

  • the information concerns an incomplete proposal or negotiation;

  • the information comprises matters of supposition or is insufficiently definite to warrant disclosure;

  • the information is generated for the internal management purposes of the Company;

  • the information is a trade secret; or

  • it would be a breach of a law to disclose the information.

The CEO, CFO and Company Secretary have been nominated as people responsible for communication with the Australian Securities Exchange (ASX). This includes responsibility for ensuring compliance with the continuous disclosure requirements in the ASX Listing Rules and overseeing and co-ordinating information disclosure to the ASX, analysts, brokers, Shareholders, the media and the public.

All information disclosed to the ASX is posted on the Company’s website as soon as it is disclosed to the ASX. When analysts are briefed following half year and full year results announcements the material used in the presentations is released to the ASX prior to the commencement of the briefing. Procedures have been established for reviewing whether any price sensitive information has been inadvertently disclosed and, if so, this information is also immediately released to the market.

Boom Logistics Limited – A.B.N. 28 095 466 961

Corporate Governance Statement – 26 August 2021

12