CUSCAL LIMITED — Governance Information 2024

Nov 24, 2024

Corporate Governance Statement November 2024

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Table of Contents

Table of Contents	Table of Contents
Approach to Corporate Governance ........................................................................................... 3
1.	Principle 1 - Lay solid foundations for management and oversight .................................... 3
	1.1. The Role of the Board and Management ........................................................................... 3
	1.2. Appointment of New Directors ......................................................................................... 5
	1.3. Letter of Appointment for Directors.................................................................................. 5
	1.4. Company Secretary ....................................................................................................... 6
	1.5. Diversity ...................................................................................................................... 6
	1.6. Performance Evaluation ................................................................................................. 7
2.	Principle 2 - Structure the Board to be effective and add value ......................................... 7
	2.1. Nomination, Appointment and Re-election of Directors ....................................................... 7
	2.2. Composition of the Board ............................................................................................... 7
	2.3. Director Independence ................................................................................................. 10
	2.4. Chairman and Managing Director are not the Same Person ............................................... 10
	2.5. Director Education and Induction ................................................................................... 10
	2.6. Avoidance of Conflicts of Interest .................................................................................. 11
	2.7. Access to Information and Independent Advice ............................................................... 11
3.	Principle 3 – Instil a culture of acting lawfully, ethically and responsibly ........................ 11
	3.1. Values ....................................................................................................................... 11
	3.2. Code of Conduct .......................................................................................................... 11
	3.3. Whistleblower Protection Policy ..................................................................................... 12
	3.4. Anti-bribery and Corruption Policy ................................................................................. 12
4.	Principle 4 Safeguard the integrity of corporate report .................................................... 12
	4.1. Board Audit Committee ................................................................................................ 12
	4.2. Declarations ............................................................................................................... 13
	4.3. Audit Process .............................................................................................................. 13
5.	Principle 5 – Make timely and balanced disclosure .......................................................... 13
	5.1. Continuous Disclosure .................................................................................................. 13
6.	Principle 6 - Respect the rights of security holders .......................................................... 13
	6.1. External Communications ............................................................................................. 13
7.	Principle 7 – Recognise and manage risk ......................................................................... 14
	7.1. Board Risk Committee ................................................................................................. 14
	7.2. Risk Management and Internal Audit ............................................................................. 15
	7.3. Environmental and Social Risks ..................................................................................... 15
8.	Principle 8 – Remunerate fairly and responsibly .............................................................. 16
	8.1. Board Remuneration and Nominations Committee ........................................................... 16

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November 2024 | Corporate Governance Statement | 2

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Approach to Corporate Governance

This Corporate Governance Statement ( Statement ) reflects Cuscal Limited’s ( Cuscal or the Company ) corporate governance framework as at 8 November 2024 and is effective from the date Cuscal is admitted to the Official List of ASX. This Statement has been approved by the Board.

The Cuscal Board has responsibility for the overall governance of Cuscal, including the formation of strategic direction and policy, approval of plans and goals for management, and the review of performance against those goals. The Board has established appropriate structures for the management of Cuscal, including an overall framework of internal control, risk management, compliance and ethical standards.

Cuscal subscribes to applicable best practice governance principles and, where appropriate, is an early adopter of emerging guidance and regulation on better practice governance. The Board regularly reviews developments in governance and updates Cuscal’s governance practices accordingly.

Cuscal’s governance arrangements are set by the Board having regard to the ASX Corporate Governance Council’s ( ASX CGC ) Corporate Governance Principles and Recommendations (4th Edition) ( ASX Recommendations ), and Cuscal’s obligations under the Prudential Standards and guidance issued by the Australian Prudential Regulation Authority ( APRA ), including Cuscal’s obligations under the Financial Accountability Regime ( FAR ). This Statement details the extent to which Cuscal will follow, as at the date of its admission to the Official List of the ASX, the ASX CGC’s ASX Principles and Recommendations.

Where Cuscal does not follow an ASX Recommendation, it must identify all the recommendation that has not been followed and give reasons for not following it. Cuscal intends to comply with all of the ASX Recommendations from the timing of admission to the Official List of the ASX.

Cuscal is committed to adopting best practice in corporate governance where these practices are appropriate to Cuscal. Consistent with the ongoing review of Cuscal’s corporate governance framework to ensure that it reflects best practice.

1. Principle 1 - Lay solid foundations for management and oversight

1.1. The Role of the Board and Management

The Board has adopted a charter ( Charter ) that sets out the role, composition and responsibilities of the Board. The Charter clearly defines the matters expressly reserved for the Board and delegates the day-to-day management and administration of Cuscal to the Managing Director, within approved limits, and other specified delegations of authority approved by the Board.

The Board is ultimately responsible for matters including:

• Approving and monitoring the implementation of Cuscal’s corporate strategy, business and financial plans and performance objectives;

• Approving Cuscal’s annual budgets and financial statements and monitoring financial performance against forecast and prior periods;

• Approving the capital management of Cuscal including approval of the Internal Capital Adequacy Assessment Process;

• Overseeing the operational and financial performance of Cuscal;

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• Forming a view of Cuscal’s risk culture, and the extent to which that culture supports the ability of Cuscal to operate consistently within its Risk Appetite Statement ( RAS ), identify any desirable changes to the risk culture and ensure Cuscal takes steps to address those changes; and

• Approving Cuscal’s Risk Management Framework and Strategy ( RMFS ) and RAS and, with the guidance of the Board Risk Committee, reviewing and undertaking oversight and challenge to ensure Management’s implementation and operation of the RMFS, reviewing overall current and future risk appetite and tolerance, and ensuring that Cuscal’s operational structure continues to facilitate effective risk management and adequate risk management resources are available.

The authority and power to manage Cuscal and its business within levels of authority specified by the Board from time to time is delegated to the Managing Director. The Board will have scheduled meetings each year and meet as circumstances dictate, and at the AGM, .

The Chairman and the Managing Director establish Board meeting agendas, with the assistance of the Company Secretary. Board papers are distributed electronically for Directors to review in advance of each meeting. The Executive Leadership Team are regular invitees to Board meetings. Directors also meet from time to time without the Managing Director or management representatives.

The Annual Report discloses the names and tenure of Directors, the number of times the Board and Board Committees met for the financial year ending 30 June 2024 ( FY24 ), and individual attendances at those meetings.

To assist in performing these duties in the most efficient manner, the Board has established three Board Committees:

• Board Audit Committee ( BAC

• Board Risk Committee ( BRC ); and

• Board Remuneration and Nominations Committee ( BRNC

The committees operated by the Board are to consider and determine the matters for which they are responsible in accordance with their Charter. The Board Charter sets out the matters that have been delegated by the Board to these various committees and the matters on which the Board will seek assistance and/or guidance from these various committees.

The Board invites Executives to attend Board and Committee meetings where appropriate. Executives are required to report regularly to the Board to create a culture that promotes transparency, candor, contestability and foresight.

Directors are entitled to request additional information at any time they consider appropriate and an open dialogue between individual Directors, the Managing Director and Executives is encouraged.

During FY24 the Board comprised seven Non-Executive Directors and one Executive Director, being the Managing Director. Of the Non-Executive Directors, four are independent Directors and three are shareholder nominated Directors.

With effect from 31 July 2024 the Board comprises six Non-Executive Directors and one Executive Director, being the Managing Director. Of the Non-Executive Directors, four are independent Directors and two are shareholder nominated Directors.

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1.2. Appointment of New Directors

The Board has adopted a selection framework for the appointment of Directors. Under this framework, the BRNC assesses all candidates in accordance with the criteria contained in the framework, as well as the Fit and Proper Policy, Skills Matrix and the requirements of APRA Prudential Standard CPS 510 Governance and CPS 520 Fit and Proper. Appropriate background checks are also undertaken periodically during each Director’s tenure.

During the Director selection process, potential candidates are subject to appropriate and prudent background and screening checks prior to appointment. These include checks in relation to the person’s character experience and qualifications, criminal history, bankruptcy as well as ensuring that the person is available to provide the appropriate time commitment to serve as a Director on the Board.

Other matters to be considered in the selection of candidates include:

• Any ‘gaps’ in the skills and experience of the directors identified in the board skills matrix;

• Cuscal’s Diversity, Equity and Inclusion Policy;

• Strategic issues, and commercial and other challenges facing Cuscal;

• The overall balance of skill sets available on the Cuscal Board at the time and those likely to be required over the following three years, with reference to the Skills Matrix, and taking into account competencies required under the Fit and Proper Policy;

• Assessment of Cuscal’s position with respect to market-based remuneration levels for Directors; and

• Whether the candidate’s professional skills, background, personal qualities and experience will augment the existing Board.

A Director who has been appointed by the Board to fill a vacancy will serve a term which will expire at the conclusion of the AGM following their appointment and be eligible to stand for election, subject to the Constitution. Additionally, Directors who have been in office without re-election for three years since their last appointment must retire and seek re-election at the AGM. In each case, the Company provides to shareholders all material information in its possession, concerning the Director standing for appointment or re-election, in the explanatory memorandum to the relevant Notice of Meeting. Directors will also include a recommendation within any Notice of Meeting on the manner in which shareholders are encouraged to vote with respect to any resolutions relating to the election of Directors.

1.3. Letter of Appointment for Directors

Directors receive formal letters of appointment setting out the arrangements relating to their appointment including:

• Term of appointment;

• Specifics of the role;

• Anticipated time commitment;

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• Confidentiality obligations

• Remuneration;

• Requirements to disclose interests which may affect independence;

• Requirements to comply with key Company policies;

• Entitlement to seek independent advice at the expense of the Company;

• Insurance, indemnity and ongoing rights to access information arrangements;

• Intellectual property;

• Consent to the use of technology; and

• Ongoing confidentiality obligations.

Similarly, the Managing Director and Executives all have employment contracts which set out the key terms and conditions of their appointment and include details about their remuneration. These are updated from time to time, as appropriate. Background screening checks are undertaken in respect of all Executives prior to appointment and periodically.

1.4. Company Secretary

As at the date of its admission to the Official List of the ASX, the Company has two Company Secretaries, Ms Freya Smith and Mr Sean O’Donoghue. The Company Secretary is accountable to the Board through the Chairman, on all matters to do with proper functioning of the Board.

The Company Secretary and each Director communicate directly as required. The Company Secretary also has an internal reporting line to the Managing Director on legal matters in respect of the business. The Company Secretary is responsible for the day-to-day operations of the Company Secretary’s office, including the administration of Board and committee meetings and supporting the effectiveness of the Board by ensuring that policies and procedures are followed and co-ordinating the completion and dispatch of the Board agendas and papers. The Company Secretary is appointed by the Board. Ms Smith’s and Mr O’Donoghue’s biographies are included within the Annual Report.

1.5. Diversity

The Board has adopted a Diversity, Equity and Inclusion Policy and Cuscal is committed to providing and promoting a corporate culture which embraces diversity that is disclosed on its website at https://www.cuscal.com/. The Diversity, Equity and Inclusion Policy includes a requirement for the Board to establish measurable objectives for achieving gender diversity and for the Board to assess annually both the objectives and progress in achieving them. The Board also has a responsibility to disclose these objectives as well as Cuscal’s progress in achieving those objectives in Cuscal’s Annual Report. The Annual Report will include disclosure of (i) the respective proportions of men and women on the Board, in senior executive positions and across the whole workforce of Cuscal and (ii) the additional information required under the Workplace Gender Equality Act 2012 (Cth) given Cuscal is a ‘relevant employer’ under this legislation.

Diversity helps Cuscal to improve business results, enhance its reputation and attract, engage and retain talented people. People value working in an organisation where differences are respected. In addition, having a diverse range of employees better enables Cuscal to provide the best service to its clients. Cuscal’s Diversity, Equity and Inclusion Policy is designed to clarify Cuscal’s commitment to an inclusive workforce that embraces and promotes diversity in all respects.

Cuscal’s work on diversity and inclusion is part of the Company’s overall ESG strategy.

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As a ‘relevant employer’ under the Workplace Gender Equality Act 2012 (Cth) and has submitted reports on the standardised gender equality indicators to the Workplace Gender Equality Agency.

1.6. Performance Evaluation

The Board will, with guidance from the BRNC, regularly review the performance of the Board, its Committees and the individual Directors, using where necessary an external consultant, against appropriate measures. Each year, Cuscal will disclose in its annual report whether such a performance evaluation has been undertaken during or in respect of that period.

The Board and BRNC members meet to discuss areas for improvement and identify actions to be taken for improvement.

A performance review of the Board, its Committees and the individual Directors was conducted during FY24 via an externally administered and collated questionnaire/survey. The next performance review is scheduled for December 2024 and will be a comprehensive, externally facilitated evaluation.

Key performance measures for the Managing Director and the Executive Leadership Team are reviewed and recommended to the Board by the BRNC at the commencement of each financial year. The BRNC, together with the Managing Director reviews and makes recommendations to the Board following the Managing Director’s annual performance assessment of the Executive Leadership Team against the agreed performance measures. The annual performance assessment of the Managing Director is undertaken by the BRNC. A performance evaluation of the Managing Director and the Executive Leadership Team was conducted in respect of FY24. Key performance measures in respect of FY25 for the Managing Director and the Executive Leadership Team have also been established and approved by the Board.

2. Principle 2 - Structure the Board to be effective and add value

2.1. Nomination, Appointment and Re-election of Directors

• The BRNC assists the Board to achieve this. Its role and function are set out in the BRNC Charter disclosed on Cuscal’s website at https://www.cuscal.com/. The BRNC consists of an independent Chairman plus two other Non-Executive Directors. A majority of Committee members are independent. The Managing Director is invited to attend BRNC meetings, except in relation to discussion on matters affecting their own remuneration or performance, or any other matters where a conflict may exist. The Chief Legal and People Officer and Company Secretary is also invited to attend except where a conflict exists, with other management invited as required. .

2.2. Composition of the Board

The Board currently comprises six Non-Executive Directors and one Executive Director, being the Managing Director. The Board’s size and composition is determined by the Directors, within limits set by the Company’s Constitution.

On and from listing on the Official List of the ASX the Directors will be as follows:

• Independent Chairman, Elizabeth Proust, AO

• Managing Director, Craig Kennedy

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• Independent Non-Executive Director, Trudy Vonhoff

• Independent Non-Executive Director, Belinda Cooney

• Independent Non-Executive Director, Claudine Ogilvie

• Non-Executive Director, Ling Hai

• Non-Executive Director, Wayne Stevenson

Directors’ profiles, duration of office and skills and experience are set out in the Annual Report. The Board seeks to have an appropriate mix of skills, experience, expertise and diversity to enable it to discharge its responsibilities and add value to the Company. The Board values diversity in all respects, including gender and differences in background and life experience, communication styles, interpersonal skills, education, functional expertise and problem-solving skills.

Together, the Directors who served throughout the 2024 financial year contribute the following key skills and experience:

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Skill Area	Description	Collective Experience	Collective Experience	Collective Experience	Collective Experience
Strategy	• Demonstrated experience in developing, implementing and delivering strategic business objectives; and • Ability to think strategically; and • Identify, and critically assess, strategic opportunities and threats and develop effective strategies in the context of the strategic objectives of Cuscal’s relevant policies and priorities.		Limited Some Extensive
Policy	Ability to identify key issues and opportunities for Cuscal within the financial services and payments industries and develop appropriate policies to define the parameters within which Cuscal can, and should, operate.		Limited Some Extensive
Finance	Qualifications and/or proficiency in financial accounting and reporting and the ability to: • analyse key financial statements; • critically assess financial viability and performance; • manage capital requirements; • contribute to strategic financial planning; • oversee budgets and the efficient use of resources; and • oversee funding arrangements and accountability.		Limited Some Extensive
Legal	Proven ability and understanding in the application of legal principles, including, but not limited to: • financial services law; • applicable legislation; and • sophisticated corporate governance structures, including duties as directors, and a commitment to high standards of corporate governance.		Limited Some Extensive
Risk & Compliance	Ability, in respect of strategic, operation and financial risk to: • identify key risks to Cuscal in a wide range of areas including legal and regulatory compliance; • monitor risk and compliance management frameworks and systems; and • have an oversight of a broad range of policies.		Limited Some Extensive
IT/ Technology	Knowledge and experience in: • the strategic use and governance of information management and information technology including digital strategies, disruption and innovation; and • the use of technology in payments or other financial services contexts.		Limited Some Extensive
Executive Management	Experience at an executive level including the ability to: • appoint and evaluate the performance of the Managing Director and senior executives; • oversee strategic human resource management including workforce planning, and employee and industrial relations; and • oversee large scale organisational change.		Limited Some Extensive
Commercial	A broad range of commercial/business experience, preferably in the small to medium enterprise context, in areas including communications, marketing, branding and business systems, practices and improvement.		Limited Some Extensive
			Limited Some Extensive
Stakeholder engagement	• High level reputation and networks in financial services industry including relationships with relevant industry organisations and business groups; and • The ability to effectively engage and communicate with government, regulators and other stakeholders.		Limited Some Extensive
People and workplace Health	Experience in overseeing and assessing senior management, remuneration frameworks, workplace health and safety and strategic people management.		Limited Some Extensive

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Mutual mindset	Understanding and appreciation of: • the core foundations of a mutual enterprise structure; • material decision-making being undertaken in the best interests of the members as a whole in the long term, as they are who a mutual enterprise principally serves; and • collective endeavour and how membership values shape and inform the benefits delivered to members through products and services.		Limited Some Extensive

2.3. Director Independence

The Board considers an independent Director to be a Non-Executive Director who is free of any interest, position, association or relationship that might influence, or reasonably be perceived to influence, his or her capacity to bring an independent judgement to bear on issues before the Board and to act in the best interests of the Company and its security holders generally. The Board will consider the materiality of an interest, position or relationship for the purposes of determining ‘independence’ on a case-by-case basis, in line with the definition and considerations set out in APRA Prudential Standard CPS 510 ( CPS 510 ).

The Board comprises a majority of independent Directors for the purpose of CPS 510.

The Board considers that each of Elizabeth Proust, Belinda Cooney, Trudy Vonhoff and Claudine Ogilvie is free from any interest, position, association or relationship that might influence, or reasonably be perceived to influence, the independent exercise of the Director’s judgement and that each of them is able to fulfil the role of independent Director for the purpose of CPS 510.

Craig Kennedy is currently considered by the Board not to be independent as he is employed by the Company in an executive capacity.

Ling Hai and Wayne Stevenson are also currently considered by the Board not to be independent as shareholder nominated directors.

The Board will regularly review the independence of each Director, and any subsequent Directors appointed, in light of interests disclosed to the Board.

2.4. Chairman and Managing Director are not the Same Person

The Chairman of the Board is elected by the Non-Executive Directors. The Board supports the separation of the role of Chairman and Managing Director. The Chairman’s role is to manage the Board effectively, to provide leadership to the Board, and to facilitate the Board’s interface with the Managing Director.

2.5. Director Education and Induction

The Board Charter provides that new directors will be briefed on their roles and responsibilities. All Directors are responsible for ensuring they remain current in understanding their duties as Directors. Cuscal has an induction program in place for new Directors, and the Board has established guidelines on the continuing professional development of Directors. Each Director is required to undertake appropriate annual professional development and is obliged to maintain their record of training and attest to its completion as part of the annual Directors’ Fit and Proper assessment process.

Training and development initiatives are also subject to regular review, having regard to Board composition and the particular circumstances relevant to Cuscal from time to time.

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In addition, Board meetings regularly include workshops and other development sessions to build knowledge on important issues and to ensure the Board is kept up to date on relevant industry matters. Members of the Executive Leadership Team or external experts usually facilitate the workshops.

2.6. Avoidance of Conflicts of Interest

Directors have a continuing responsibility to avoid conflicts of interest (both real and apparent) between their duty to Cuscal and their own interests.

Directors are required to disclose any actual or potential conflicts of interest on appointment and are required to keep this disclosure up to date. Cuscal’s Board has a standing Board and Committee meeting agenda item for Directors to advise of any change in circumstances which may lead to real or perceived conflicts of interest.

Directors are bound by Cuscal’s Conflicts of Interest Policy.

2.7. Access to Information and Independent Advice

All Directors have access to the Managing Director’s direct reports and the Company Secretary to discuss issues or obtain information on specific areas in relation to items to be considered at Board meetings or other matters as they consider appropriate. Further, Directors have unrestricted access to Group records and information. The Board, its Committees and each Director has the right, subject to the approval of the Chairman, to seek independent professional advice at the Group’s expense to assist them to carry out their responsibilities. Further, the Board and its Committees have the authority to secure the attendance at meetings of outsiders with relevant experience and expertise.

3. Principle 3 – Instil a culture of acting lawfully, ethically and responsibly

3.1. Values

Cuscal has adopted the following values which embody its culture, behaviours and actions:

• We Earn Trust : Trust and transparency form the foundation of everything we do.

• We are One Team : One Cuscal, one team, one plan. What we achieve we achieve together.

• We Think Customer : Our partnership and service set us apart.

 We Adapt and Adopt : We are innovative on the growth edge. We lead the way into the future. These values have been created to build a shared understanding of the priorities of the Company in its decision making and focus.

3.2. Code of Conduct

The Board maintains high standards of ethical conduct and the Managing Director is responsible for ensuring that high standards of conduct are maintained by all staff. Cuscal’s reputation as an ethical business organisation is critical to its ongoing success. The Board has adopted a Code of Conduct which applies to all Directors and employees and covers the practices necessary to maintain confidence in Cuscal’s integrity, the practices necessary to take into account Cuscal’s legal obligations and

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reasonable expectations of its stakeholders, and the responsibility and accountability of individuals for reporting and investigating reports of unethical practices. It is not a prescriptive set of rules but rather a practical set of principles giving direction and reflecting Cuscal’s approach to business conduct.

Cuscal encourages individuals to report known or suspected instances of inappropriate conduct, including breaches of the Code of Conduct and other policies and directives. There are policies in place designed to protect employees and contractors from any reprisal, discrimination or being personally disadvantaged as a result of their reporting a concern.

3.3. Whistleblower Protection Policy

Cuscal has a current Whistleblower Protection Policy published on its website.

The purpose of the Whistleblower Policy is to document Cuscal’s commitment to maintaining an open working environment of honesty and integrity, and the requirement for Cuscal’s people to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. Cuscal encourages its employees to speak up about improper conduct and commits to ensuring that people can do so without fear of intimidation, disadvantage or reprisal. This is to allow us to detect and address wrongdoing, as soon as possible.

Cuscal also has an independent whistleblower hotline, which employees can contact to make disclosures anonymously. The Whistleblower Protection Policy provides that in the event that there are any material incidents reported under the Whistleblower Policy, such incidents will be reported to the Board Risk Committee and the Board.

3.4. Anti-bribery and Corruption Policy

Cuscal has an Anti-Bribery and Corruption Policy which incorporates its policy on bribery and corruption. Cuscal is committed to conducting its business activities in an ethical, lawful and socially responsible manner, and in accordance with the laws and regulations of the countries in which it operates. The Board are informed of material breaches of the policy.

4. Principle 4 Safeguard the integrity of corporate report

4.1. Board Audit Committee

The Board has established a Board Audit Committee ( BAC ), governed by the Board Audit Committee Charter available at https://www.cuscal.com/, to advise the Board on the effectiveness of Cuscal’s financial and regulatory reporting and overall internal control frameworks, as well as to provide the Board with assurance that all key risks relevant to Cuscal have been appropriately identified, managed and reported to the Board in accordance with Cuscal’s RMFS.

During FY24 the BAC consisted of an independent Chairman plus four other Non-Executive Directors. Following the retirement of Daryl Johnson effective 31 July 2024, the BAC consists of an independent Chairman plus three Non-Executive Directors. A majority of the members are independent. All members are financially literate and the relevant qualifications and experience of the BAC members are available on Cuscal's website and will be contained within Cuscal's Annual Report. The Managing Director and Chief Financial Officer are invited to, and attended, all BAC meetings, with other selected senior management as required. A standing invitation is extended to External Audit and Internal Audit representatives.

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4.2. Declarations

Before approving Cuscal’s financial statements, the Managing Director and Chief Financial Officer provide a written declaration to the Board that, in their opinion, Cuscal’s financial records have been properly maintained and the financial statements comply with the appropriate accounting standards and give a true and fair view of Cuscal’s financial position and performance and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

4.3. Audit Process

The financial reports are subject to an annual audit by an independent professional auditor, who also reviews Cuscal’s half yearly financial statements. The BAC oversees this process on behalf of the Board, in accordance with its Charter. The current external auditor is Ernst & Young. The lead audit and engagement partner for FY24 was Mr Andrew Harmer.

5. Principle 5 – Make timely and balanced disclosure

5.1. Continuous Disclosure

As a public company listed on the ASX, Cuscal is subject to strict continuous disclosure obligations. Cuscal has a Continuous Disclosure Policy that outlines Cuscal’s processes for complying with these obligations and ensures that Cuscal is clear and transparent and provides investors and the market with timely, balanced and equal access to information that a reasonable person would expect to have a material effect on the price of value of Cuscal’s securities.

The Chief Legal and People Officer and Company Secretary, or a person appointed by the Chief Legal and People Officer and Company Secretary, will lodge announcements with ASX electronically and will ensure that the Board receives copies of all material market announcements promptly after they have been made. Ahead of any new and substantive investor or analyst presentation, a copy of the presentation materials must be released to ASX (even if the information in the presentation would not otherwise require market disclosure).

6. Principle 6 - Respect the rights of security holders

6.1. External Communications

Cuscal recognises that shareholders and other external stakeholders are entitled to be informed in a timely and readily accessible manner of major developments affecting Cuscal. The Board has adopted an External Communications Policy, with the purpose of:

• Promoting effective communication with shareholders and other external stakeholders;

• Ensuring that Cuscal’s employees and other stakeholders are clear on the content restrictions and approval process required prior to release to an external party of any Cuscal branded communications which may be attributed to Cuscal;

• Minimising the risk of regulatory breach, publicity, damage to Cuscal’s reputation or damage to stakeholder relationships by ensuring all external messaging and communication reflects the agreed position taken by Cuscal on the subject matter being communicated;

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• Establishing the protocol for handling media enquiries and for providing Cuscal related information to external parties; and

• Encouraging and facilitating participation at Cuscal’s general meetings and dealing promptly with the enquiries of shareholders and other external stakeholders.

The corporate section of Cuscal’s website will provide governance-related information including details of the Board and Executive Leadership Team and copies of Cuscal’s board committee charters and company policies.

Communication with shareholders and other external stakeholders occurs through (but are not limited to) the following channels:

• Releases to the ASX in accordance with continuous disclosure obligations;

• The corporate, investor and media sections of Cuscal’s website;

• Cuscal’s annual and half-yearly reports; and

• Cuscal’s AGM.

Cuscal will ensure that all substantive resolutions at a meeting of shareholders are decided by a poll rather than by a show of hands. Cuscal encourages shareholders to receive company information electronically by registering their email address online with Cuscal’s share registry.

1. Principle 7 – Recognise and manage risk

7.1. Board Risk Committee

The Board has established a Board Risk Committee, governed by the Board Risk Committee Charter available at https://www.cuscal.com/, to advise and assist the Board to fulfill its responsibilities in relation to Cuscal’s risk management including strategies, policies, frameworks for implementation and how these support Cuscal’s business strategy and culture.

The BRC’s responsibilities include receiving and reviewing a triennial report (or more frequently if required) on the appropriateness, effectiveness and adequacy of the RMFS to satisfy itself that the RMFS continues to be sound and that Cuscal is operating within the risk appetite set by the Board.

The BRC’s responsibilities also include recommending to the Board the setting and review of the appropriate risk appetite for Cuscal, including reviewing and approving within its delegations all Board level policies regarding strategic risks, balance sheet risks (market, liquidity and credit), operational risk, securitisation risk, legal risk, compliance risk, conduct risk, other non-financial risks and regulatory risk.

During FY24 the BRC consisted of an independent Chairman plus four other Non-Executive Directors. Following the retirement of Daryl Johnson effective 31 July 2024, the BRC consists of an independent Chairman plus three other Non-Executive Directors. A majority of the members are independent. The Managing Director and Chief Risk Officer are invited to all Committee meetings, with other senior management with risk responsibilities attending as required. A standing invitation is extended to External Audit and Internal Audit representatives.

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7.2. Risk Management and Internal Audit

Cuscal manages the risks inherent in its business activities and operations through disciplined risk management. This is critical in any ADI, and particularly one operating and growing in a dynamic environment. This approach assists Cuscal to identify the risks it wants to take, apply controls to manage them and seek to achieve returns reflective of the level of risk, both now and into the future.

Cuscal is committed to ensuring that a consistent approach to identifying, assessing and managing risk is established across the business and is embedded in processes and culture. Cuscal’s approach to risk includes:

• Implementing a systematic risk assessment and escalation process;

• Overseeing and considering the outcomes of reviews and testing of the Business Continuity Plan, material outsourced arrangements and disaster recovery plan;

• Managing and reporting risks in line with approved risk acceptance and Cuscal’s risk appetite; and

• Embedding risk culture and awareness with regular training and education.

The Board is responsible for overseeing and approving Cuscal’s RMFS and RAS and is supported by a number of sub-committees dedicated to specific risk areas, including the BRC, BAC, and BRNC.

The Board delegates responsibility for the day-to-day management of risk to the Managing Director, who sub-delegates to the Executive Leadership Team via the Enterprise Risk Committee ( ERCo ) and the Asset and Liability Committee ( ALCo ). Each committee has specific responsibilities to support the Managing Director and Board of Directors in managing risk. Cuscal’s Chief Risk Officer plays a central role in the governance of Cuscal’s risk and has unfettered access to the BAC, BRC and the Board.

Cuscal’s RMFS describes the various policies, processes, structures, systems, techniques and tools Cuscal uses to support the identification, measurement, management and monitoring of risk. How Cuscal manages risk is executed within the parameters of its RMFS. This aims to ensure there is clear accountability and responsibility for risk management across Cuscal, including robust review and challenge.

The BRC reviews the effectiveness of Cuscal’s RMFS annually and confirms that Cuscal is operating with due regard to the risk appetite set by the Board.

Cuscal has an internal audit function, which is currently outsourced to KPMG. The BAC is responsible for monitoring and ensuring the integrity of the internal audit function in accordance with the Board Audit Committee Charter. The BAC is responsible for reviewing the engagement of the internal auditor and assessing its independence annually, as well as reviewing the audit plan, among other duties.

7.3. Environmental and Social Risks

Cuscal maintains a Board-approved Risk Management Strategy ( RMS ), which sets out Cuscal’s risk management objectives in support of its strategic vision and business activities. The RMS is executed through the RMFS, which is the totality of systems, structures, policies, processes and people that identify, measure, monitor, control or mitigate and report on all material sources of risk, including environmental, social and governance ( ESG ) risks.

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ESG-related exposures on a portfolio basis are monitored as part of the risk reporting frameworks. The appetite for these risks is then considered through the RAS, which sets the Board’s appetite and tolerance for risk. The BRNC and the BRC assists the Board to fulfil its responsibilities. Management is responsible for identifying, monitoring and managing risks.

As Cuscal continues to grow and mature, it has increased guidance to staff on how to identify and assess these risks and to improve reporting to management with respect to ESG-related exposures.

Cuscal recognises its responsibility to manage environmental and social impacts in the pursuit of its strategic vision. In FY24 the Board approved Cuscal’s Sustainability Policy, Sustainability Framework and Diversity, Equity and Inclusion Strategy.

1. Principle 8 – Remunerate fairly and responsibly

8.1. Board Remuneration and Nominations Committee

The Board believes that attracting and retaining the right calibre of personnel at the Board, Executive and Employee level is critical to ensure Cuscal is able to pursue its strategic objectives.

The BRNC assists the Board to achieve this. Its role and function are set out in its Charter. The BRNC consists of an independent Chairman plus two other Non-Executive Directors. A majority of Committee members are independent. The Managing Director is invited to attend BRNC meetings, except in relation to discussion on matters affecting their own remuneration or performance, or any other matters where a conflict may exist. The Chief Legal and People Officer and Company Secretary are also invited to attend except where a conflict exists, with other management invited as required.

Cuscal has adopted a Remuneration Policy. The Policy applies to all of Cuscal’s Workforce including those in positions classified as Accountable Persons and Senior Managers of Cuscal as applicable, and defined in CPS 511, CPS 520, or BEAR/FAR (as applicable) excluding Appointed Auditors and NonExecutive Directors and provides the minimum standards for determining Cuscal’s remuneration arrangements, articulates Cuscal’s remuneration strategy and performance management objectives.

Cuscal’s remuneration framework aligns with Cuscal’s RMFS and promotes the effective management of both financial and non-financial risks, sustainable performance and Cuscal’s long-term soundness. This is achieved by, among other things, subjecting variable remuneration to conduct gateways providing for the evaluation of behaviour against Cuscal’s values and conduct as well as risk measures in balanced scorecards.

The remuneration framework also supports the prevention and mitigation of conduct risk through linkages of variable remuneration to risk and conduct outcomes. Cuscal has adopted a Performance Management Framework ( PCMF ) under which, where risk or conduct events occur, the PCMF will permit Cuscal to apply a downward adjustment to variable remuneration.

The BRNC reviews Cuscal’s remuneration-related arrangements, including its consequence management arrangements, at least annually and makes recommendations to the Board as to any changes the Committee considers should be made to such arrangements as well as recommendations to the Board (as appropriate) on consequences to be applied under the PCMF.

Cuscal has also adopted a Securities Trading Policy available at https://www.cuscal.com/ that regulates dealings in Cuscal securities by directors, officers, employees and certain other designated persons ( Cuscal Persons ) including where they hold ‘inside information’ and during trading windows.

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Subject to insider trading restrictions and any additional restrictions that Cuscal may put in place, Cuscal Persons may deal in Cuscal securities during:

• A period of 28 days following the release of Cuscal’s half yearly results to the ASX;

• A period of 28 days following the release of Cuscal’s full year results and Annual Report to the ASX;

• A period of 20 days following Cuscal’s annual general meeting or any other general meeting of shareholders;

• For the duration of the offer period for an offer of Securities made pursuant to a prospectus, product disclosure statement or cleansing notice; and

• Any other period designated by the Board,

provided that in each case, the Cuscal Person obtains prior written consent from the Authorising Officer in accordance with the Securities Trading Policy.

The Securities Trading Policy also prohibits Cuscal Persons from trading in financial products that limit the economic risk of security holdings (e.g. hedging arrangements).

This statement has been approved by the Board and is current at 8 November 2024.

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