ELDERS LIMITED — Governance Information 2022

Nov 13, 2022

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Monday 14 November 2022

2022 Corporate Governance Statement and Appendix 4G

Attached is the Elders Limited ( ASX:ELD ) 2022 Corporate Governance Statement and completed Appendix 4G

Further Information:

Peter Hastings, Company Secretary, 0419 222 489

Authorised by:

Peter Hastings, Company Secretary

Elders Limited ABN 34 004 336 636. Registered Office: Level 10, 80 Grenfell Street, Adelaide SA Australia 5000

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FOR AUSTRALIAN AGRICULTURE

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2022 Elders Corporate Governance Statement This corporate governance statement summarises the key elements of Elders’ governance framework and practices.

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Elders Limited ABN 34 004 336 636

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� ���� Elders Corporate Governance Statement
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ELDERS LIMITED BOARD

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Company CEO & Disclosure Audit, Risk & Remuneration Nomination & Work, Health
Secretary Managing Committee Compliance & Human Prudential & Safety
Director Committee Resources Committee Committee
Committee
Executive Manager Management External Credit Safety
Committee Internal Audit Audit, Risk & Auditor Committee Steering
Compliance Committee
Committee
Board Committees
Management Committees
Data Business Business SysMod Covid
Governance Development Sustainability Steering Committee External Audit
Committee Committee and Improvement Committee Reporting Line to the Board
Committee
Reporting Line to Board Committee
In FY22, the Board approved the expansion of oversight responsibilities for the Work Health and
Safety Committee. Effective 1 January 2023, this committee will become the Safety and Sustainability Committee.
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4 2022 Elders Corporate Governance Statement

1 Solid Foundations for Management and Oversight

The Board Charter

Elders’ Board of Directors (Board) has adopted a Charter that defines the duties the Board has reserved for itself and those that are delegated to management. The Board Charter is available on our website.

The key responsibilities of Elders’ Board include:

Leadership	Taking a leadership role
	Appointing and removing the Chief Executive Ofcer
Governance	Monitoring efectiveness of Elders’ governance framework
	Satisfying itself that an appropriate framework exists for relevant information to be reported by management to the Board.
Culture and Conduct	Approving Elders’ Values and Code of Conduct
	Setting measurable diversity objectives
	Overseeing employee relations
Strategy	Collaboratively formulating Elders’ strategic direction with management
	Approving the strategic plan
Risk Management	Overseeing audit, compliance and resilience policies, frameworks and functions
	Setting the risk appetite within which management operate
Remuneration	Satisfying itself that remuneration policies are aligned with Elders’ purpose, values, strategic objectives and risk appetite.
	Determining the Chief Executive Ofcer’s remuneration and benefts.
Financial Oversight and Reporting	Approving the half and full year fnancial statements Overseeing Elders’ fnancial reporting to ASX, ASIC and Shareholders
	Approving the annual operating budget
	Monitoring Elders’ performance against its budget
	Determining dividends
Corporate Actions	Approving and monitoring material acquisitions, divestments, contracts and capital expenditure
	Approving capital raisings, capital reductions, buy-backs and other material corporate actions.
Sustainability	Considering the social, ethical and environmental impact of Elders’ activities and operations
	Overseeing Elders’ sustainability strategy and practices
Shareholder Relations	Overseeing communication with Elders’ Shareholders and the investment community
	Monitoring Shareholder relations
	Overseeing Elders’ processes for timely and balanced disclosure
Performance	Reviewing its own performance and the performance of its committees and individual directors
	Monitoring and assessing the performance of the Chief Executive Ofcer and executive team

The Board Charter affirms each Director's right to seek independent, professional advice relevant to Elders’ affairs, to assist them to carry out their duties as Directors.

Delegation to Management

Under the Board Charter and in line with delegations permitted under Elders' Constitution, day to day management of Elders has been delegated to the Chief Executive Officer, who may further delegate various functions to other employees and subsidiary company boards. Elders has comprehensive delegations of authority that are periodically reviewed and the Board monitors the Chief Executive Officer’s performance on an ongoing basis. The Chief Executive Officer and other Senior Executives are responsible for implementing Elders’ strategic plan to achieve its objectives in accordance with Elders’ values, Elders’ Code of Conduct, the annual operating budget and risk appetite. The Chief Executive Officer and other Senior Executives are also responsible for providing the Board with accurate information on Elders’ operations to enable the Board to perform its responsibilities. This includes information about financial performance, compliance with material legal and regulatory requirements and conduct that is materially inconsistent with Elders' values or Code of Conduct.

Corporate Governance Statement

5

Appointment and Re-Election of Directors

The composition of the Board is reviewed annually and on an as needs basis, to ensure it has the appropriate mix of expertise and experience for current and future circumstances. When a vacancy exists, or when the Board considers it would benefit from the services of a new Director with particular skills, the Nomination and Prudential Committee selects candidates with appropriate expertise and experience for consideration by the Board. It may also seek advice from external consultants when selecting candidates for Board positions.

Each candidate is assessed in accordance with the Fit and Proper Person Policy (see adjacent) and makes a statement affirming they have sufficient time to fulfil their responsibilities as a Director of Elders, including details of their other commitments. The Board appoints the candidate it determines is most suitable, and that candidate must stand for election by Shareholders at the next general meeting.

Before a Director is recommended for election or re-election, the Chair consults with the other Directors regarding the candidate's effectiveness. The Board, assisted by the Nomination and Prudential Committee, then determines whether to recommend the candidate for election or re-election, including making an assessment of the relevant Director’s independence. (Information about Director independence is available on page 12 of this statement.)

To assist Shareholders to make informed decisions regarding Director election and re­ election, information about a candidate's standing is included in Elders’ Notices of Meeting. This includes biographical details, qualifications, experience, skills, and other material directorships. The notices also include information about whether the Board considers a candidate to be independent and the term the Director has already served.

Non-Executive Director Rotation

At each Elders’ AGM, the following Directors must retire from office:

• each Director (other than the Managing Director) appointed by the Board since the last AGM

• each Director (other than the Managing Director) who will, at the conclusion of the meeting, have been in office for 3 or more years and 3 or more AGMs since they were last elected to office

If no Director retires under the above two rules, then at least one Director (other than the Managing Director) must retire.

Directors who retire in accordance with the above rules may stand for re-election. In this way, Elders ensures the rotation of Directors standing for election or re-election each year.

The requirements for Director appointments and elections are detailed in full in Elders’ Constitution, which is available on our website.

Fit and Proper Person Policy

Elders has a fitness and propriety regime for its Directors, Senior Executives and other people designated as "responsible persons". The Fit and Proper Person Policy assists Elders to determine whether candidates nominated for a responsible person position:

• possess the competence, character, diligence, honesty, integrity and judgement to perform the duties of the responsible person position

• are not disqualified by law from performing their duties as a responsible person

• either:

• have no conflict of interest in performing the duties of a responsible person, or

• if a conflict of interest exists, that it will not create a material risk the person will fail to perform the duties of the position

• have sufficient time available to them to fulfil their responsibilities.

A person nominated for a responsible person position, including as a Director or Senior Executive, is required to provide a Fit and Proper Attestation. These attestations are verified by:

• confirming work history with referees

• • confirming qualifications with the issuing institution

• completing bankruptcy and national criminal history checks

• completing ASIC officer searches

• checking against banned and disqualified persons registers

• completing litigation searches

• checking with professional industry bodies, clearing house or exchanges where the person is a member to ensure he/she has not been expelled or subject to disciplinary action

• reviewing internal supplier, customer and Shareholder records

In addition, all responsible people make an annual declaration with respect to their ongoing fitness and propriety. This process provides Elders with assurance that existing and potential Directors and Senior Executives satisfy appropriate fitness and proprietary standards to enable them to discharge their governance responsibilities. It also serves to protect Elders and the interests of Shareholders by minimising risk associated with appointing and employing people who may not be fit and proper.

The complete Fit and Proper Person Policy is available on our website.

Director Agreements

A formal letter of appointment, setting out the key terms and conditions of appointment, is entered into with each Non-Executive Director. This letter of appointment forms an agreement

under which the Non-Executive Director is required, amongst other things, to:

• disclose interests in any matters that could affect their independence and ensure they do not place themselves in a position that creates a conflict between their duty to Elders and any other interest

• comply with key corporate policies, such as the Code of Conduct and Fit and Proper Person Policy

• declare any current or potential conflicts of interest, including, but not limited to, other directorships, outside investments and other employment or engagement

• adhere to confidentiality obligations

This letter of appointment also specifies arrangements that enable the Director to obtain independent professional advice relevant to Elders’ affairs and access, insurance and indemnity agreements.

Senior Executive Agreements

Each Executive has a written contract of employment with Elders. The contract sets out conditions of employment, duties and responsibilities, remuneration and other key requirements. Executive employment contracts require:

• evidence of qualifications, licences and the right to legally reside and work in Australia

• disclosure of anything that may impact the Executive's ability to perform their role, including any conflicts of interest

• satisfactory results of any reference, criminal record or ASIC checks

• that the Executive comply with Elders' policies and procedures

Company Secretary

In accordance with Elders’ Constitution, Company Secretaries are appointed by the Board. Elders currently has two Company Secretaries to serve the Board, the Board’s Committees and each subsidiary in the Elders’ group. This ensures that the Board is appropriately supported in governance and administration matters at all times.

Under the Board Charter, the Company Secretary is accountable to, and reports directly to, the Board (through the Chair where appropriate) on all governance matters. All Directors have unfettered access to the Company Secretary.

The role of the Company Secretary includes:

• advising the Board and its Committees on governance matters

• monitoring and ensuring that Board policy and procedures are followed

• co-ordinating preparation, finalisation and timely dissemination of Board and Committee agendas, papers and briefing materials

• ensuring that the business at the Board and Committee meetings is accurately captured in written minutes

6 2022 Elders Corporate Governance Statement

• assisting the organisation of and facilitating the induction and professional development of Directors

Diversity at Elders

At Elders we want our people to reflect the communities we operate in and recognise that a diverse and inclusive workforce is critical to achieving our objective of attracting, retaining and leveraging the best talent. We strive to create a safe environment where everyone belongs and can thrive. We aspire to do this by recognising talent, promoting inclusion and celebrating diversity across the entire Elders group.

Our Diversity and Inclusion Policy sets out the key elements of what makes a diverse and inclusive organisation and the value derived from embedding diversity and inclusion across our business. A copy of the Policy is available on our website.

Elders' Diversity and Inclusion Policy is also supported by a number of other internal policies, such as Elders' Discrimination, Bullying and Harassment Policy; and Flexible Working Arrangements Policy.

In FY21, Elders set new measurable diversity objectives. These new targets build on Elders' prior objectives and recognise that diversity and inclusion incorporates significantly more than gender.

Elders' performance against the new measurable objectives is shown below.

In FY22, these measurable diversity objectives were supported by Key Performance Indicators (KPIs) for the Managing Director and Chief Executive Officer and Senior Executives. Performance against these KPIs affect short­ term incentives. Details of the KPIs and achievement against these targets are detailed in the Remuneration Report, commencing on Page 51 of Elders' 2022 Annual Report. For FY23, KPIs have been further enhanced to increase alignment with Elders' measurable diversity targets.

Elders also reports to the Workplace Gender Equity Agency annually. This report includes relative numbers of men and women in each level of management and is available on our website.

Key Insights

• Elders has maintained the representation of women in NED roles above the target of 40% (currently at 60%)

• For the majority of the year, 36% of senior executives were female. In September 2022, a change to the executive committee composition negatively impacted achievement of measurable diversity objective 2

• Acquisition growth during FY22 diluted the number of females in senior positions, affecting the outcome of measurable objective 3

• The activities undertaken in 2022 and moving forward will ensure the continued progress towards these targets

• We have exceeded the target of belonging as per the 2022 Diversity and Inclusion Survey, 90% for 2022 against 83% for 2021

FY22 Activities Towards Diversity and Inclusion

In FY22, Elders has continued to focus on:

• equal gender composition in learning and development programs

• representation of women in talent and succession planning processes

• gender representation for entry level early careers programs (graduates and trainees)

• unconscious bias training in management development programs

• gender pay equity in remuneration review decisions and reporting to the Board

• diverse days, including RUOK Day and International Rural Women’s Day

• flexible work arrangements

• stories communicated both internally and externally showcasing diversity

Additionally, new activities were undertaken in FY22 to assess, review and improve diversity and inclusion within Elders. These activities included:

• auditing our current diversity and inclusion framework and initiatives against the D&I ISO Standards. This was undertaken by an external consultant

• conducting an internal diversity and inclusion survey (using an external consultant) to measure the level of D&I maturity within Elders

• reviewing internal policies and making changes to ensure they are inclusive, including gender neutral parental leave

• implementing the Elders myWellbeing Committee

• partnering with the National Farmers Federation Diversity in Agriculture Leadership Program

• improving internal reporting to focus on diversity and inclusion across our workforce

Moving Forward

Elders will continue to focus on mechanisms to enable a diverse and inclusive

workforce, including:

• finalising our diversity and inclusion strategy, based on outcomes from the D&I audit and survey conducted in FY22

• introducing inclusive leadership training at executive level

• engaging a consultant to assist in gender pay equity root cause analysis and provide further tools

Board and Director Performance Assessment

Board and Board Committee performance is reviewed annually. The Chair also holds individual discussions with each Director to discuss their performance formally at this time and informally as the need arises. Where performance reviews are completed by an external party, the external party discusses performance of the Chair. Where performance reviews are completed internally, the Chair of the Audit, Risk and Compliance Committee provides feedback to the Chair on his or her performance.

Elders' Board also has a standing agenda item at each meeting to review the performance and conduct of the meeting, improve meeting efficiencies and ensure opportunities to reflect on the contributions made by Directors and presenters.

The Nomination and Prudential Committee (discussed in detail in 2) assists in reviewing and making recommendations to the Board regarding appropriate processes for reviewing the performance of the Board.

			Baseline	30 Sept 2022
			(30 Sept 2021)
Measurable Objective	1	Maintain the representation of women in Non-Executive Director roles at 40% or	60%	60%
		above by 30 September 2025
Measurable Objective	2	Maintain the representation of women in Senior Executive Positions* at 40% or above	36%	27%
		by 30 September 2025
Measurable Objective	3	Increase the representation of women in senior positions** to 25% by	18%	17%
		30 September 2025
Measurable Objective	4	Increase the overall diversity of our workforce (including cultural background, sexual	33%	33%
		orientation, disability, impairment and caring responsibility)
Measurable Objective	5	Maintain the feeling of belonging by allowing people to be themselves at work	83%	90%
		(measured by employee engagement survey outcomes)

• Senior Executive Positions are all positions in Elders' Executive Committee, including the Managing Director.

** Senior positions are Korn Ferry (Hay) level 16 and above

Corporate Governance Statement 7

	2019	2020	2021	2022
Review Method	Internal Review	External Review	Internal Review	External Board Review
				Internal
				Committee Review

Historically, formal reviews of Board performance have been periodically undertaken by an independent consultant with experience in conducting Board performance reviews.

In FY22, the Board adopted a new Board performance review platform, with express aims to:

• track the Board's progression over time

• benchmark its performance against other high-performing boards

• identify opportunities and create an action plan towards continuous improvement

• aid with succession planning

At the time of drafting this statement, the Board had completed its first review using the new platform and had completed an internal review of its Committees. Reviews of individual directors were in progress. The Board used the services of an external consultant to facilitate learnings from the results derived from the review platform.

Senior Executive Performance Assessment

The Non-Executive Directors are responsible for evaluating the performance of the Managing Director and Chief Executive Officer. Performance evaluations are based on specific criteria, including Elders’ business performance, achievement of both Elders’ long-term strategic and individual performance objectives. Further information regarding the Chief Executive Officer performance evaluation is set out in Elders' 2022 Remuneration Report, on pages 51 to 69 of the Annual Report.

The Managing Director and Chief Executive Officer conducts an annual performance assessment for each member of the Executive Committee, which includes an assessment of performance against specific and measurable financial and non-financial performance criteria. These outcomes are reviewed by the Remuneration and Human Resources Committee.

In FY22, a performance evaluation of each member of the Executive Committee was carried out in accordance with this process. Details of Short-Term and Long-Term Incentive performance outcomes for Executive KMP are set out in the Remuneration Report on pages 51 to 69 of the 2022 Annual Report.

The table above details the method used for performance reviews over the past four years.

The Nomination and Prudential Committee is responsible for ensuring the outcomes of these reviews are addressed appropriately.

Elders Staff Members attending Beef21 Event

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Corporate Governance Statement 9

2 Board Structure for Value and Effectiveness

Board Meetings

There were 12 Board meetings during FY22. The attendance of Directors at these meetings is set out in the Directors' Report on page 46 of Elders’ 2022 Annual Report. Where Directors are unable to attend meetings either in person, by videoconference or phone (e.g. if they are unwell), the Chair or Chief Executive Officer endeavours to canvass their views on key matters prior to the meeting in order to represent their views at the meeting.

The Chief Financial Officer has a standing invitation to attend all Board meetings and relevant Senior Executives and Management are invited to give presentations and inform the Board of important issues and developments within their area of responsibility.

Meeting agendas are set by the Chair, in conjunction with the Company Secretary and Chief Executive Officer. All Directors may suggest to the Chair that particular items of business be included in the agenda. Standing items at all full scheduled Board meetings include Non-Executive Director only and Director only sessions; reports from key areas of the business, such as Work Health and Safety, People and Culture, Finance, Business Development, Business Improvement, Strategy, Systems Modernisation, Risk, Compliance, Legal and Company Secretarial; declarations of interest; continuous disclosure; and meeting reviews. Papers are distributed to all Directors in advance of the meetings.

Board Committees

To increase the Board’s effectiveness and to allow it to spend more focused time on specific issues, the Board has four standing committees, being the Nomination and Prudential Committee, the Audit, Risk and Compliance Committee, the Remuneration and Human Resources Committee and the Work Health and Safety Committee. In FY22, the Board approved the expansion of the Work Health and Safety Committee, to encompass oversight of environmental and sustainability matters. These changes will commence 1 January 2023. (Further information is available in Section 9 ).

The roles and responsibilities of each Committee are set out in their respective charters, available on our website and summarised in this report. The Board reviews each charter periodically to ensure ongoing appropriateness.

Board Committee meetings are held at scheduled intervals during the year, with additional meetings convened as required to consider matters of special importance or to aid the efficient functioning of the Board. Typically, Committees are scheduled to meet prior to board meetings. Following each Committee meeting, the Board receives a report from the Committee Chairs on deliberations, conclusions and recommendations.

Prior to their approval, draft minutes are circulated to all Committee members for review. Approved minutes are tabled at the following Committee meeting before they are signed by the Chair. As membership of each Committee currently includes all Non-Executive Directors, Committee minutes are not included separately in Board papers.

Nomination and Prudential Committee

The Nomination and Prudential Committee’s objectives are to ensure that Elders has adopted selection, appointment and review practices that result in a board that:

• has an effective composition, size, mix of skills, knowledge, experience and commitment to adequately discharge its responsibilities and duties and add value to Elders and its Shareholders

• understands and can deal with current and emerging issues of the businesses of Elders

• can effectively review and challenge the performance of management and exercise independent judgement, while ensuring a collegiate relationship among Directors and senior management including the Chief Executive Officer

• ensures Shareholders and other stakeholders understand and have confidence in Elders’ selection, appointment and review practices

In accordance with the Nomination and Prudential Committee Charter (available on our website), the Committee must:

• be comprised of at least three Directors

• have a majority of independent Directors

• be chaired by an independent Director

The current members of the Nomination and Prudential Committee, their independence status and attendance at meetings during the financial year are shown below:

Nomination and Prudential Committee Meeting Attendance and Independence Status

Committee Member	Meetings Held	Meetings Attended	Independence Status
I Wilton (Chair)	2	2	Independent
M Allison	2	2	Executive
R Clubb	2	2	Independent
D Eilert	2	2	Independent
M Quinn	2	1	Independent
R Murphy	2	2	Independent

10 2022 Elders Corporate Governance Statement

Matters for which the Nomination and Prudential Committee is responsible for reviewing and making recommendations to the Board

Board Composition	• the necessary and desirable competencies of members of the Board and its committees, including the appropriate
and Appointments	mix of skills, knowledge, experience, diversity, and other qualities and the time commitment required from a Non­
	Executive Director
	• determining appropriate succession plans for the Board and Chief Executive Ofcer (a separate Chair is appointed when the
	Committee considers a successor to the Chair)
	• ensuring the size of the Board encourages efective and efcient decision-making
	• appointing and removing Directors (including recommendations for the re-appointment of Directors retiring by rotation),
	and associated disclosures to Shareholders
	• determining the terms of appointment of Non-Executive Directors
Director Independence	• assessing and reviewing the independence of Directors
	• developing appropriate policies with respect to the maximum period of service for Directors
Board Performance	• ensuring appropriate processes for reviewing the performance of the Board, its Committees and each Director, and
	addressing the outcomes of those reviews
	• continuing career development, skills development and education programs for Directors. This includes, but is not limited
	to ensuring Directors are briefed on material developments to laws, regulations and accounting standards
	• maintaining appropriate induction procedures designed to allow new Directors to participate fully and actively in Board
	decision-making at the earliest opportunity
Fitness and Propriety	• setting the ftness and propriety regime for Directors and other ofcers

The Nomination and Prudential Committee is responsible for regularly reviewing and making recommendations to the Board on matters shown in the table above.

The Nomination and Prudential Committee Charter also confirms the Board’s authorisation for the Committee to obtain:

• from the Chief Executive Officer, such information as is required for the Committee to discharge its responsibilities under this Charter

• where necessary, independent professional or other advice on such matters as the Committee may reasonably determine at the cost of the Company

As a condition stated in Directors’ appointment letters, Directors must discuss any new appointments as a director with the Nomination and Prudential Committee prior to acceptance.

Directors’ Skills

The Board is committed to continuous improvement in its effectiveness. Each Director aims to achieve this by:

• ensuring proper induction to the business and ongoing opportunities to familiarise themselves with Elders’ business

• ensuring that she or he has enough time to devote to her or his role as an Elders’ Director and that other board or personal commitments do not cause undue diary conflicts

• being well-prepared for meetings

• applying an independent and enquiring mind

• expressing thoughts and questions succinctly and clearly

• valuing and encouraging diverse perspectives, including being open to exploring dissenting views

• focusing on the significant issues and moving quickly through the less material matters

• giving meetings full attention (attending to other matters during meeting breaks)

• allowing time for reflection at the end of each Board meeting

• ensuring that anything that has the potential to affect the Director’s ability to honestly or effectively perform their roles (including any conflict of interest) is disclosed to the Board in a timely fashion

Skills, Knowledge and Experience

The Board recognises that each Director will not necessarily possess experience in all areas relevant to Elders’ operations. Rather, it seeks to ensure its membership includes an appropriate mix of Directors with skills, knowledge and experience in core competencies to ensure the Board is able to fulfil its role and meet its responsibilities detailed in the Board Charter.

A summary of the Board’s skills, knowledge and experience is set out overleaf.

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Corporate Governance Statement 11

Board Composition and Skills Matrix

Directors with	Directors with
Primary Skills	Secondary Skills
Consistent ability	Broad and general
to identify complex	knowledge of
oversights	subject area

Industry and Customer

Industry and Customer
Elders’ Industry Includes 5 underlying skills*	4(67%)	2(33%)
Elders’ Customers/Consumers Includes 4 underlying skills*	5(83%)	1(17%)
Leadership Oversight
CEO and Leadership Oversight Includes 4 underlying skills*	6(100%)	-
Talent and Remuneration Includes 4 underlying skills*	6(100%)	-
Strategy and Transformation
Strategy and Planning Includes 4 underlying skills*	6(100%)	-
Digital and Transformation Includes 4 underlying skills*	4(67%)	2(33%)
Change and Major Project Delivery Includes 5 underlying skills*	6(100%)	-
Finance and Accounting
Corporate Finance Includes 5 underlying skills*	5(83%)	1(17%)
Accounting and Financial Reporting Includes 5 underlying skills*	6(100%)	-
Governance, Risk and Legal
Board Leadership Includes 5 underlying skills*	6(100%)	-
Risk Management Includes 5 underlying skills*	5(83%)	1(17%)
Legal Includes 4 underlying skills*	4(67%)	2(33%)
Functional Oversight
Brand and Marketing Includes 4 underlying skills*	3(50%)	2(33%)
Sales and Account Management Includes 3 underlying skills*	4(67%)	1(17%)
Technology and Data Includes 5 underlying skills*	4(67%)	2(33%)
Communications and Corporate Afairs Includes 4 underlying skills*	6(100%)	-
Government Relations Includes 4 underlying skills*	5(83%)	1(17%)
Safety Includes 4 underlying skills*	6(100%)	-
Sustainability Includes 5 underlying skills*	3(50%)	3(50%)

*** Underlying skill details:**

Elders’ industry - Including: Value drivers, Sector evolution, Key competitor understanding, Major industry transactions and International competitive environment

Elders’ customers/consumers - Including: Personal customer/ buyer experience, Customer advocacy, Customer/consumer segments and Current customer/consumer needs and frustrations

CEO and leadership oversight - Including: Broad executive experience, Understanding of different leadership styles and impact, Providing constructive CEO feedback and CEO appointment and termination

Talent and remuneration - Including: Setting a balanced remuneration framework, External remuneration engagement, Short & long-term incentives and Succession planning Strategy and planning - Including: Strategic process and implementation, Strategy measurement and accountability, Business planning and budgeting and Portfolio based capital allocation

Digital and transformation - Including: The digital expectations of customers, Understanding of emerging technologies, Digital strategy and Execution of digital transformation

Change and major project delivery - Including: Enterprise wide transformation, Major project governance and oversight, Vendor management, Change management and Project risk and oversight

Corporate finance - Including: Capital raising, Mergers, acquisitions and divestments, Debt structures, Treasury functions and Investor relations

Accounting and financial reporting - Including: Accounting, External and internal audit, Financial controllership, Process and preparation of financial statements and Multijurisdictional financial systems and processes

Board leadership - Including: Relevant board experience, Board / committee leadership, Board procedures and processes, Investor engagement and Continuous disclosure regime

Risk management - Including: Risk management systems, Risk reporting to the board, Crisis management, Regulatory risk management and HR and people risks

Legal - Including: Elders’ legal framework, Legal negotiation, Individual director’s legal duties and Class action experience

Brand and marketing - Including: Marketing and brand leadership, Brand management, Digital marketing and technology and Channel selection and prioritisation

Sales and account management - Including: Sales leadership, Account management and Pipeline management

Technology and data - Including: Industry standard technology, Systems integration and vendor management, Data management, Privacy and data regulation and Cybersecurity risk

Communications and corporate affairs - Including: Reputation management, Internal communication, Crisis management and Social licence

Government relations - Including: Political, policy and regulatory process, Communicating policy positions, Government relations strategy and Key government relationships

Safety - Including: Safety culture oversight, Safety reporting oversight, Root cause analysis and Linkage of safety to KPIs Sustainability - Including: Sustainability governance, Climate change and emissions oversight, Environmental impact oversight, Human rights and modern slavery oversight and Community and social responsibility oversight

12 2022 Elders Corporate Governance Statement

Director Independence

Elders’ Constitution and Board Charter both require a majority of the Board to be independent Directors. Each year, Non­ Executive Directors make a declaration of independence. This is used to inform the independence assessment conducted by the Nomination and Prudential Committee, which is also conducted annually.

The independence of a new Director is assessed prior to their appointment. In cases where a Director is seeking election or re­ election by Shareholders, information about the candidate's independence is included in Notices of Meetings.

In determining whether or not a Director is independent, the Board considers whether the Director:

• is a substantial shareholder in Elders

• was, within the last 3 years:

• an employee of Elders

• a material advisor to Elders, or

• a principal or employee of any material advisor to Elders

• receives performance-based remuneration (including options or rights) from, or participates in, an employee incentive scheme of Elders

• is a material supplier to, or a material customer of, Elders

• is directly or indirectly associated with any of the above persons

• is otherwise free from any interest and relationship (business or otherwise) that could, or could reasonably be perceived to, materially interfere with the Director’s ability to act in the best interests of Elders

• is of independent character and judgement

As detailed in Elders’ Director Independence Policy (available on our website), the Board does not believe that the period of service of a Director necessarily hinders the Director’s ability to act in the best interests of the Company. Rather, that experience and knowledge of the Company’s operations are important contributors to the efficient working of the Board and the best interests of the Company; just as is the Director’s ability to bring independence of judgement to Board decisions.

Materiality is assessed on a case-by-case basis, taking a qualitative approach rather than setting strict quantitative thresholds.

Majority of Independent Directors

The Elders Board believes that a majority of independent directors assists it to function effectively. Non-Executive Director only sessions are a standing item on the agenda of each scheduled Board meeting.

Having made an assessment in accordance with Elders' Director Independence Policy, the Board has found no Non-Executive Director with an interest, position or relationship that raised concern about their independence. Each of the current Non-Executive Directors is considered by the Board to be independent.

The current Directors, their length of service and independence status follows.

Directors	Years of	Independence
	Service	Status
I Wilton (Chair)	8.6	Independent
M Allison (Managing	13.0	Executive
Director & Chief
Executive Ofcer)
R Clubb	7.2	Independent
D Eilert	5.0	Independent
M Quinn	2.7	Independent
R Murphy	1.8	Independent

The Independent Chair

Elders' Board Charter stipulates that the Chair of the Board must be an independent Director. It outlines the responsibilities of the Chair.

Ian Wilton has been the independent Chair since 11 September 2019. As Chair, Mr Wilton’s responsibilities include:

• providing effective leadership to the Board in all Board matters

• ensuring efficient organisation and conduct of the Board function

• publicly representing the Board’s views to stakeholders

• promoting constructive and respectful relations between Directors and between the Board and management

• guiding Board deliberations, free of bias

• guiding the setting of agendas and conduct of Board and meetings

• briefing all Directors on key issues

• facilitating the effective contribution of all Directors

Managing Conflicts of Interest

Elders believes that each of its Directors should have significant experience as a director in addition to their role with Elders. Accordingly, as disclosed in the biographies of the Directors appearing on pages 44 to 45 of our 2022 Annual Report, each Elders’ Director serves on boards of other entities.

This can give rise, from time to time, to actual, potential or perceived conflicts of interest or conflicts of duty by reason of:

• another company on which an Elders’ Director serves engaging in transactions with, or competing with, Elders or entities in which Elders has an investment

• the Director themselves (or an entity controlled by the Director) engaging in transactions with Elders or entities in which Elders has an investment (for example AuctionsPlus Pty Ltd)

• the interests of another company on which a Director serves may also diverge from the interests of Elders

In addition to the requirements of the Board Charter and conditions outlined in each Director’s Appointment Letter, the Board has approved:

• a Conflict of Interest and Conflict of Duty Policy

• a Related Party Transactions Policy

These policies set out the obligations of each Director with respect to actual, potential or perceived conflicts and proposed related party transactions. They include procedures to be followed to avoid and manage conflicts of interest and duty. Copies of these policies are available on our website.

In FY22, no interests were material to Elders and were limited to the acquisition of goods or services from, or the supply of services to, Elders. These transactions are, in all cases, on arms’-length commercial terms.

Your Directors are very conscious of the need to disclose and manage conflicts of interest and duty. Each Director has in place procedures to assist them to do so, including absenting themselves from Elders’ meetings when matters in which they have a material personal interest arise and not participating in third party decision making or accessing relevant information when matters concerning Elders arise. In addition, each Director must act in accordance with Elders' Code of Conduct (see Section 3 of this Statement) which requires conflicts of interest to be managed.

Director Induction and Training

Jointly coordinated by the Company Secretary and Chief Executive Officer, new Directors are given a detailed briefing on key Board issues, including appropriate background documentation regarding the nature of Elders’ business and its key drivers. As part of the induction program, new Directors are also given the opportunity to meet with key senior management and the external auditor.

A Non-Executive Director continuing education program has also been established under the oversight of the Nomination and Prudential Committee. This program is designed to ensure Directors are regularly briefed on the Group’s businesses and on industry, technical and legislative issues impacting the Group.

Non-Executive Directors are encouraged to visit Elders’ operations and, each year, the Board holds a selection of meetings outside of the Adelaide head office to interact with the Elders’ team based in these locations. This also allows Directors to connect with Elders’ customers and other industry professionals. Although hampered in prior years by COVID-19, in FY22 the Board resumed its travel schedule, meeting with local employees, customers and industry professionals from in and around Shepparton (VIC), Moree (NSW), Perth (WA), and Quirindi (NSW).

Corporate Governance Statement ��

One Elders Values

The culture of the business is “the way we do things around here”. The behaviour of every person in the business contributes to the Elders’ culture. Holding each other accountable to our One Elders values makes this a workplace that I am proud to be a part of.

i show integrity when i…

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INTEGRITY doing the right thing

• ∙Am honest, fair and ethical in all my interactions

• ∙Live the One Elders values and stand by our Code of Conduct

• ∙Ensure that nothing is so important that it can’t be done safely ∙Take pride in the pink shirt and protect Elders’ image

• ∙Treat others how I like to be treated

• ∙Admit my mistakes, learn from them and ask for help when needed ∙Stand up and speak up when I see something that’s not right

• ∙Follow all Elders’ requirements and policy

i show accountability when i…

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ACCOUNTABILITY owning the outcome

• ∙Take ownership for results - my own, my teams’ and Elders’ overall

• ∙Take responsibility for my actions

• ∙Am diligent in following up and following through

• ∙Help others within the Elders team with coaching, training and support ∙Share information to encourage an understanding of Elders and its financial results ∙Am focused on outcomes and measuring results

• ∙Give honest, open and constructive feedback

• ∙Contribute to zero harm within Elders

i show teamwork when i…

• ∙Show respect for everyone’s contribution

• ∙Use the strength of the team

• ∙Contribute to working together to achieve goals

• ∙Treat others fairly regardless of their background or position

TEAMWORK using the power of the pink shirt team

• ∙Look out for my team mates ∙Share information and knowledge to help others

• ∙Step up and show leadership when dealing with poor performance

• ∙Give credit where it’s due

• ∙Build trust through two-way communication

i show innovation when i…

• ∙Am open to new ideas

• ∙Approach change as a positive

• ∙Support ideas and technologies that improve our business

• ∙Seek to understand the reasons for change

• ∙Ensure change is adding value and free from unintended consequences

INNOVATION embracing new ideas

• ∙Make decisions that have the long-term in mind

• ∙Flex, adapt and experiment

• ∙Help Elders to stay ahead of the game

i show customer value when i…

• ∙Create solutions where Elders wins, the customer wins and the community wins

• ∙Keep it real by being authentic

• ∙Create meaningful connections

• ∙Show pride in the pink shirt, my appearance and level of professionalism

CUSTOMER partnering and adding value

• ∙Listen, act and follow up

• ∙Am a proud advocate for Elders in my local community

• ∙Match the level of service to the value of our customer and their business needs

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14 2022 Elders Corporate Governance Statement

3 Lawful, Ethical and Responsible Culture

One Elders Values

Elders’ core values (shown on prior page) are integral to the way we do business. They embed the behaviours we expect of all our employees and Directors. The behaviour of every person in the business contributes to Elders’ culture, which in turn contributes to sustained success and growth.

Elders’ people and culture strategy and our company-wide Eight Point Plan (regularly included in investor presentations and available here) is built around the One Elders Values, designed to attract and retain the best people and provide a safe and inclusive working environment.

The Board believes the tone is set from the top and remains engaged with senior management to ensure our values align with what we do in practice. Each component of Elders’ corporate governance framework seeks to inform and guide adherence to our values.

Elders' Responsible Sourcing Code (available here) sets out the minimum ethical expectations we have of our suppliers and is aligned with our One Elders Values.

The Board is responsible for monitoring Elders’ culture. Management is responsible for providing information about Elders’ culture to the Board and ensuring decisions and conduct are aligned with the One Elders Values.

The Remuneration and Human Resources Committee (see Section 8) periodically reviews workplace culture indicators, such as:

• employee engagement survey results

• employment related complaints

• use of employee assistance services related to workplace concerns

• Fair Work claims

• employee turnover and feedback from exit interviews

• performance management cases

Code of Conduct

The Board is committed to promoting conduct and behaviour that is honest, fair, legal and ethical and respects the rights of Elders’ Shareholders, and other stakeholders, which include clients and customers, suppliers, creditors and employees. Elders’ Code of Conduct (the Code) details the standards, behaviour and responsibilities expected of Elders and its people. A copy of the Code is available on our website.

The Code exists to ensure that all Elders People (all Directors, employees, contractors, consultants and suppliers):

• act in the best interests of Elders

• manage any potential conflicting interests

• act in the best interests of their customers and colleagues (absent any conflict with their duties to Elders)

The Code also aims to ensure all business is undertaken safely, fairly, honestly and ethically, maintain confidentiality, comply with Elders' policies and behave in accordance with the underpinning values of Elders.

Some of the subjects covered under the Code include: safety, health and well-being; diversity and inclusion; ethical contracting; sustainability; biosecurity; and animal welfare. The Code also includes information about how to seek assistance or make a report when something doesn't seem right.

The Code of Conduct has been made widely available (both internally and externally). All permanent and fixed term employees are required to complete an online training module annually to ensure they have read and understood the Code. Casual employees, AIRR warehouse and Killara outdoor team receive a copy of the Code of Conduct with their employment agreement and are required to confirm by signature that they agree to the Code.

Elders has 45 compliance modules in its online training suite that each support various aspects of the Code of Conduct. These include modules focussing on areas such as:

• diversity and inclusion

• discrimination, bullying and harassment

• electronic communication and social media usage

• fraud and corruption awareness

• sexual harassment prevention

• Elders' whistleblower policy

• anti-money laundering and counter­ terrorism financing

• securities dealing policy

• privacy awareness

• alcohol and drugs in the workplace

A material breach of the Code of Conduct is a significant breach for which the consequences are termination of employment. If a material breach of the Code occurs, Elders’ serious risk and incident escalation process ensures that the Board is informed as quickly as possible. The Board also receives a report on workplace investigations at each scheduled meeting. These reports include a high-level overview of the nature of each incident and outcomes of the investigations (while maintaining anonymity).

while ensuring the anonymity expected and required in each of the above.

Corporate Governance Statement

15

Discrimination, Bullying and Harassment

Elders is committed to providing an environment that is free from discrimination, harassment, workplace bullying and victimisation. Elders will not tolerate such behaviour under any circumstance. This commitment extends to a workplace that promotes equal opportunity and fair treatment of employees, contractors, visitors and customers.

The Discrimination, Bullying and Harassment Policy prohibits harassment, bullying, victimisation and the unfavourable treatment of an individual for any personal characteristic. This includes prohibiting unfavourable treatment based on:

•	Race	• Sex
•	Colour	• Chosen gender
•	National extraction	• Sexual preference
•	Social Origin	• Marital status
•	Age	• Identity of spouse
•	Family or	• Political opinion
	carer responsibilities

• • • •	National extraction Social Origin Age Family or carer responsibilities	• Sexual preference • Marital status • Identity of spouse • Political opinion
•	Pregnancy or	• Trade union activity
	potential pregnancy
•	Breastfeeding	• Irrelevant
		criminal record
•	Association with	• Physical features
	a child
•	Religion	• Religious belief,
		activity, appearance
		or dress

• Physical or mental disability (including a work­ related medical condition)

The policy extends to direct discrimination, which may include hiring or promotion decisions and range of duties assigned, and indirect discrimination, such as regularly scheduling meetings when individuals might be disadvantaged.

The Discrimination, Bullying and Harassment Policy defines procedures for investigating and dealing with grievances, including the use of impartial contact officers to receive and advise on grievances. When a formal grievance resolution is required, Human Resources investigates the grievance and appoints a grievance investigator, who may be an external party. Fairness principles are applied throughout the investigation. If grievances are substantiated, possible outcomes may be an apology, mediation, re-training, disciplinary action or termination of employment.

Anti-Bribery and

Corruption Policies

Elders is committed to conducting its business with integrity and has, therefore, adopted Board-approved policies against bribery, corruption and fraud. The Anti-Fraud Policy and the Anti-Bribery and Corruption Policy support the requirements in Elders’ Code of Conduct and are available on our website. These policies encourage reporting of non-compliance under the Whistleblower Policy.

The Anti-Fraud and Anti-Bribery and Corruption Policies are aimed at eliminating bribery, corruption and fraud and stipulate that giving or receiving improper benefits in connection with Elders business is unacceptable. These policies are supported by a number of other policies and internal processes, including:

• the Gifts and Entertainment Policy, which states gifts can only be accepted if they are of nominal value, are offered as a normal business courtesy and could not be considered as an inducement to influence a business outcome

• Delegations of Authority which prohibits payments to political parties on behalf of Elders or its group entities

• Ethical Contracting Framework and Policy, under which Elders commits to dealing only with ethical suppliers who share Elders’ values

Anti-competitive Behaviour

Elders’ Code of Conduct requires all Elders People to act with integrity. In part, this includes carrying out our duties in good faith, following relevant laws and procedures. The regulatory environment in which Elders operates prohibits certain behaviours, including:

• cartel conduct such as price fixing, market sharing, bid rigging and restricting outputs.

• resale price maintenance

• exclusive dealing

• misuse of market power

• misleading or deceptive conduct

• unconscionable conduct

All permanent and fixed term employees receive training on these subjects annually.

Whistleblower Policy

A Whistleblower Policy has been adopted by the Board to encourage and facilitate disclosure of unacceptable conduct, including fraud or illegal activity. The Policy details how whistleblowers may report contraventions of laws, policies and values; how Elders investigates such reports; and how whistleblowers are protected. The Whistleblower Policy supports our values of integrity and accountability.

When a whistleblower report is received, Elders first determines whether the report qualifies for protection under the Whistleblower Policy and the extent of the investigation required.

Elders ensures that all investigations:

• are conducted by someone independent and impartial

• are conducted in strict confidence

• are conducted as quickly as possible (aiming for conclusion within 4 weeks of receipt of the report, depending on the nature of the report)

• are as thorough as possible

• are appropriately resourced

• protect the identity of the whistleblower

• give anyone implicated in the report an opportunity to respond before findings are made or actions taken

The Board is notified of material incidents reported under the Whistleblower Policy, protecting anonymity where required. Additional hindsight reports, including remedies and action plans, are periodically presented to the Audit, Risk and Compliance Committee (further information about this committee is available in Sections 4 and 7. The Remuneration and Human Resources Committee (see Section 8) also reviews indicators of workplace culture.

A copy of the Whistleblower Policy is available on our website.

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Corporate Governance Statement 17

4 Integrity Safeguards for Corporate Reports

Audit, Risk and Compliance Committee

Elders has a combined Audit, Risk

and Compliance Committee. Its oversight responsibilities include reviewing and making recommendations to the Board regarding Elders':

• financial statements and financial reporting

• • financial risk management processes, accounting and control systems

• internal and external audit arrangements

• compliance with legal, regulatory and internal policy requirements

• risk management programs, in particular how they aid risk identification, assessment, monitoring and management

The Audit, Risk and Compliance Committee Charter sets out the role and responsibilities delegated by the Board to the Committee and records how the Committee will operate. Under its charter, the Audit, Risk and Compliance Committee must:

• have at least three Non-Executive Directors

• have a majority of independent Directors

• be chaired by an independent Director

• meet at least four times a year (or more frequently as circumstances dictate)

All Committee members must be financially literate and at least one member of the Committee is required to be a qualified accountant or hold other financial expertise and qualifications. The current members of the Committee are:

• Ms Clubb, an independent Director appointed as Chair of the Committee on 11 September 2019, who possesses formal accounting qualifications as a Chartered Accountant

• Mr Wilton, an independent Director, who is both a Chartered and a Certified Practicing Accountant

• Ms Eilert, an independent Director, who holds a Master of Commerce

• Mr Quinn, an independent Director, who is a Chartered Accountant

• Ms Murphy, an independent Director, who is a Fellow of the Institute of Chartered Accountants.

Details of the members’ qualifications can also be found on pages 44 to 45 of Elders' 2022 Annual Report.

While ultimate responsibility rests with the Board, the role of the Audit, Risk and Compliance Committee in relation to audit

matters includes matters outlined in the table below.

At each half and full year reporting period, based on its work completed throughout the year and specifically in relation to financial reporting, the Audit, Risk and Compliance Committee makes recommendations to the Board regarding the adoption of the financial statements and dividends.

As outlined in its Charter, the Audit, Risk and Compliance Committee derives its authority from the functions delegated to it by the Board. The Committee is to operate within the framework outlined by the Charter but may raise other matters considered relevant to its responsibilities. The Committee may seek information from any employee or external party and may obtain external independent legal or professional advice at Elders’ expense.

Full details of the Committee’s responsibilities are outlined in the Committee Charter, available on our website.

Audit-Related Responsibilities of the Audit, Risk and Compliance Committee

• Financial Reporting and • reviewing the effectiveness of financial reporting and internal control policies and Elders’ procedures for identification, Risk Oversight assessment, reporting and managing financial risks • reviewing the consistency and application of the Company’s accounting policies and significant judgements exercised by management in the preparation of the financial statements

• • reviewing and making recommendations to the Board in relation to whether the financial statements reflect the understanding of the Committee members and otherwise provide a true and fair view of the financial position and performance of Elders.

• • reviewing and making a recommendation to the Board regarding the proposed payment of dividends to Shareholders

• Internal Audit • approving the appointment and/or termination of the head of internal audit and any outsourced internal audit service provider, ensuring such arrangements are and remain appropriate through regular meetings, reporting and performance assessments

• • approving the internal audit charter and annual plan, inclusive of scope and adequacy (see Section 7 for further information about the internal audit function)

• External Audit • recommending to the Board the appointment and retirement of the Company’s external auditor, including audit partner rotation, in accordance with all applicable regulation and Company policy

• • approving the scope of the audit, the terms of the annual audit engagement letter and audit fees, having regard to the nature and quantum of non-audit services provided by the external auditor, including the amount of fees paid for such services

• meeting with the external auditor as frequently as considered necessary by the Committee Chair. In practice, the Committee has a standing agenda item to meet with the internal and external auditors without management present at each of its meetings

• reviewing the performance and independence of the external auditor and the effectiveness of the annual audit

• reviewing reports from the external auditor, including any recommendations as to compliance with accounting standards and proposals in respect of Elders' internal auditing standards

18 2022 Elders Corporate Governance Statement

Audit, Risk and Compliance Committee Meeting Attendance and Independence Status

Committee Member	Meetings Held	Meetings Attended	Independence Status
R Clubb (Chair)	5	5	Independent
I Wilton	5	5	Independent
D Eilert	5	5	Independent
M Quinn	5	5	Independent
R Murphy	5	5	Independent

The Committee’s current membership, number of times it has met, member attendance and member independence are shown above.

The Managing Director and Chief Executive Officer has a standing invitation to attend all of the Committee’s meetings and may participate in discussions but has no voting rights.

Chief Executive Officer and Chief Financial Officer Certification of Financial Statements

In connection with the financial reports of the Company for the financial year ended 30 September 2022, the Board received a declaration provided under section 295A of the Corporations Act 2001 from the Chief Executive Officer and the Chief Financial Officer stating that, in their opinion:

• the financial records of the Company have been properly maintained in accordance with section 286 of the Corporations Act 2001

• the financial statements and the notes referred to in paragraph 295(3)(b) of the Corporations Act 2001 comply with the accounting standards

• the financial statements and notes give a true and fair view of the financial position and performance of the consolidated group

• the declaration provided is based on a sound system of risk management and internal control

• that the system is operating effectively in all material respects in relation to financial reporting risks

Although s295A specifically refers to annual reporting, substantially similar assurances were also provided by the Chief Executive Officer and Chief Financial Officer prior to Board approval of the half year financial statements.

Verification of Periodic Corporate Reporting

All periodic reports, both audited and unaudited, are reviewed by either the Board or a Board Committee prior to release to ASX. The auditors’ report accompanies the financial statements, both half and full year. A summary of the other relevant reports and the body responsible for reviewing and approving each of them is shown overleaf.

Where financial information is used in periodic reports, this information is reconciled to the relevant audited or auditor reviewed financial statements. Additionally, many of the reports shown above, such as the Directors' Report, Operating and Financial Review and Investor Presentation, although not formally audited, are also read by the external auditor prior to release to the market. The auditor also reads all other components of the Annual Report.

Elders’ principal operating subsidiaries hold regular oversight meetings, which the Chief Executive Officer and Chief Financial Officer both attend. Significant matters arising from those meetings are reported to the Elders Limited Board.

In prior reporting periods, management has conducted a manual verification of information in each periodic report. Beginning with the FY22 reporting suite (Annual Report, Sustainability Report, Corporate Governance Statement and Investor Presentation), Elders has partially adopted a digitised verification program that allows each statement of fact to be individually recognised and verified.

External Audit

PwC has been Elders’ external Auditor since Shareholders approved the appointment in 2015. The external Auditor's performance is reviewed annually by the Audit, Risk and Compliance Committee and a recommendation is brought to the Board on the appointment and remuneration of the external auditor for the following 12 months.

In FY21, the Board, supported by the Audit Risk and Compliance Committee, approved the appointment of a new lead audit partner, Mr Marcus Lojszczyk, in line with legislated auditor rotation requirements.

As Elders' external Auditor is captured under our Fit and Proper Person Policy, Mr Lojszczyk has provided a signed attestation that he has the competence, character, diligence, honesty, integrity and judgement to perform the duties of the responsible auditor.

In FY23, Elders' Audit, Risk and Compliance Committee will undertake a comprehensive review of Audit Quality, in line with the Periodic Comprehensive Review of the External Auditor, Guide for Audit Committees, jointly

released by the Australian Institute of Company Directors and the Australian Government Auditing and Assurance Standards Board in September 2022.

External Auditor Independence

Elders has in place a Non-Audit Services Policy that:

• details Elders’ position in respect of the key issues which may impair, or appear to impair, external auditor independence;

• explains the internal procedures implemented to ensure the independence of auditors; and

• establishes a framework that enables the Audit, Risk and Compliance Committee to evaluate compliance with the policy and report to the Board on compliance.

A copy of Elders’ Non-Audit Services Policy is available on our website and information about non-audit services provided by PwC during the financial year is included in on page 124 of our 2022 Annual Report.

Independent Assurance of Sustainability Report

EY has been engaged by Elders in 2022 to undertake a limited assurance, as defined by the International Auditing and Assurance Standards Board (IAASB) ISAE 3000 Assurance Engagements other than Audits of Reviews of Historical Financial Information, over selected sustainability performance data included in Elders' Sustainability Report for the year ended 30 September 2022.

Further information relating to this engagement can be found in Elders' Sustainability Report, available on our website.

Corporate Governance Statement ��

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Corporate Governance Statement

21

5 Timely and Balanced Disclosures

Continuous Disclosure

Elders’ External Disclosure and Market Communications Policy is designed to ensure timely and equal release of information, in accordance with continuous disclosure obligations, and effective communication strategies so that there is a fair and informed market for Elders’ securities.

Key issues related to market announcements addressed by Elders’ External Disclosure and Market Communications Policy include:

• the roles and responsibilities of all Elders people, including the Directors, Chief Executive Officer, Chief Financial Officer, and Company Secretary

• disclosure of market sensitive information to ASX in the first instance.

• the importance of accurate, balanced and clear market announcements

• the procedures followed to review and authorise market announcements, including the maintenance and proper functioning of Elders’ Disclosure Committee

• safeguarding of confidential corporate information and avoidance of premature disclosure.

• ensuring ASX is provided with any information required to respond to a false market or perception of a false market

Disclosure Committee and Market Communications

Elders’ Disclosure Committee is responsible for determining whether disclosure of information is required or necessary. Its members are the Chief Executive Officer, Chief Financial Officer and Company Secretary and General Counsel. The Disclosure Committee meets as and when required to ensure disclosures are timely, accurate, expressed clearly and objectively and do not omit material information. Prior to the conclusion of deliberations, best endeavours are made to consult with the Chair of the Board or in his or her absence Chair of the Audit, Risk and Compliance Committee.

Processes are also in place to ensure the information Elders discloses in investor or media briefings is not ‘market sensitive’. If it is determined that market sensitive information has been inadvertently disclosed during a briefing, Elders will immediately release that information to the market via ASX.

The Company Secretary ensures that all Directors receive copies of all market announcements promptly after they are made.

Encouraging Participation in AGMs and Briefings

To facilitate investor participation in Elders’ AGMs and full and half year results briefings, each of these are announced in advance to the market with details of how to join the meeting or briefing. Recordings of these events are also made available for viewing or listening on our website as soon as possible after the event. The presentations given during results briefings are verified and approved in accordance with the process outlined in Section 4 of this Statement.

Other significant investor briefings are generally held by recorded teleconference requiring registration so that attendees’ details can be recorded. Elders generally allows investors to obtain a copy of the transcript or digital audio recording.

Written materials to be used in investor briefings are provided to the Chief Executive Officer in advance of the briefing session. The Chief Executive Officer determines whether the information has been previously disclosed to the market, or whether it might require disclosure. Where Elders gives a new and substantive presentation, the materials are released via ASX ahead of the presentation.

• release to the market of substantive investor presentations prior to the presentation occurring, as part of the procedures designed to avoid disclosure issues arising from investor and analyst meetings.

A complete copy of Elders’ External Disclosure and Market Communications Policy is available on our website.

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Corporate Governance Statement 23

6 Respect for Shareholder Rights

Shareholder Communication and Engagement

Elders communicates with its Shareholders and investment markets through a number of channels, including the ASX announcements platform and our website. The website assists Shareholders seeking:

• governance information, including details of the Directors and Senior Executives, Elders’ Constitution, the Board and Board Committee charters and other governance policies and materials

• ASX announcements, annual and other corporate reports and briefings regarding half and full year results

• records of Elders’ share price and dividend payments

• the annual event calendar

• Annual General Meeting information, including notices of meeting, voting outcomes and recordings of the meetings

• company and share registry contact details

Our website also includes an option to elect to receive ASX announcements by email at the same time they are posted on Elders’ website.

Electronic Communications

Elders prefers to communicate with

Shareholders electronically. We believe electronic communication facilitates timely engagement with investors and supports our commitment to sustainability. Shareholders can update their communication preferences through the share registry portal or by completing and emailing the online form to enquiries@boardroomlimited.com.au. Shareholders can also access their holding details through the Company’s share registry provider, Boardroom Pty Limited.

Investor Relations Program

As part of Elders’ commitment to ensuring stakeholder audiences are able to reach an informed and fair view of Elders, the Chief Executive Officer and Chief Financial Officer meet with the investment community and financial and business media periodically throughout the year. From time to time, the Chair and other Non-Executive Directors also attend meetings with investors.

Stakeholder meetings take a variety of forms, including results briefings, investor conferences and ‘one-on-one’ meetings and discussions. They allow for questions, comments and concerns to be raised, to facilitate two­ way communication between Elders and its investors. Background and technical information is also provided to institutional investors, market analysts and the financial and business media to support announcements made to ASX and announcements made about Elders’ on-going business activities.

Engagement meetings with proxy and governance advisors are held throughout the year. These meetings bring together representatives of the proxy or governance advisor, Elders' Chair, Elders' Remuneration and Human Resources Committee Chair and our Company Secretary and General Counsel. The aim of these meetings is to solicit feedback to improve our understanding of investor views of Elders and matters of concern or interest to our investors. The outcomes of these meetings are reported back to the Board.

Each of the above means of engagement take place in the context of Elders’ External Disclosure and Market Communications Policy, described in Section 5.

Shareholder Meetings

Elders has adopted the ASX Recommendations for communication with Shareholders and improving Shareholder participation at general meetings.

For many years, Elders has lived-streamed audio of each AGM. In 2020 and 2021, the coronavirus pandemic meant that Elders' AGMs were held virtually. Shareholders, proxyholders and guests attending these virtual events were able to view the whole of each AGM live. Shareholders and proxyholders were also able to ask questions and cast live votes during the meeting. Recordings of these events are available on our website.

Learning from these experiences and with a desire to engage with as many Shareholders as possible, in 2022 Elders will hold its first ever hybrid AGM. Elders' Directors and management will join with Shareholders attending the AGM both in-person and online. Shareholders and proxyholders continue to be able to view the

AGM live, ask questions and cast votes during the meeting, either in-person at the meeting venue or by joining remotely. Guests can also attend in-person or view the AGM live.

At each AGM, Shareholders are given a reasonable opportunity to ask questions or make comments on the management of Elders. During the meeting, the Chair provides advance notice of the closing of question time, with the aim of ensuring Shareholders wishing to ask a question do not miss this opportunity to speak directly with the Chair and other directors.

If Shareholders are unable to attend either in­ person, online or by proxy, written questions and comments can still be submitted to the Chair using the online direct voting and proxy voting facility. This means that all Shareholders have the ability to have their questions and comments heard by the Board and other Shareholders even if they are unable to attend the AGM in person.

Further information about the 2022 AGM can be found on our website.

Auditor Attendance at AGMs

The Company’s external Auditor attends Elders’ AGMs. Shareholders are given reasonable opportunity to make enquiries of the external Auditor relevant to the conduct of the audit, the preparation and content of the Auditor’s report, the accounting policies adopted by Elders and the independence of the external Auditor.

Shareholders may also submit written questions to the Auditor up to five business days prior to the AGM.

Voting by Poll

Elders ensures that all resolutions put forward at the AGM are decided, where practicable, by a poll, rather than by a show of hands. Poll results are released via ASX and published on our website as soon as possible after the close of the meeting.

24 2022 Elders Corporate Governance Statement

7 Risk Management

Risk Oversight

Although ultimate responsibility sits with the Board, the Audit, Risk and Compliance Committee has delegated responsibility for financial risk management processes; compliance with legal, regulatory and internal policy requirements; and risk management programs, particularly how those programs aid risk identification, assessment, monitoring and management. The risk- and compliance­ related responsibilities of the Audit, Risk and Compliance Committee are summarised below.

The internal auditor (see further in this Section) reports directly to the Audit, Risk and Compliance Committee. If a material breach of risk-related policy or controls occurs, the incident and lessons learned from the incident are reported directly to the Board as soon as practicable.

Management regularly reports risk changes and emerging risks to the Audit, Risk and Compliance Committee.

Responsibilities for Managing Risk

The Board Audit, Risk and Compliance Committee assesses the effectiveness of internal processes to identify and manage key audit, risk and compliance obligations. The Board Work Health and Safety Committee (see Section 9) assesses the effectiveness of internal process to identify and manage key safety risks.

The Chief Executive Officer and Executive Committee are responsible for applying the Resilience Framework. They are accountable to the Board for:

• designing, implementing and monitoring processes for incident and risk management

• business resilience planning and

• integrating the above into the day-to-day activities of Elders’ business operations.

The Corporate Governance function is responsible for providing integrated incident, risk management and business resilience planning services to assist Elders people in the execution of their responsibilities under the Resilience Framework.

All Elders’ people are responsible for managing risks and business resilience planning in their areas of responsibility.

Recognising and Managing Risks

Elders' Resilience Policy and Framework aim to ensure Elders is a resilient organisation that recognises the safety, reputational, legal and regulatory, environmental, business disruption and financial risks associated with our business operations. Elders continually seeks to identify, analyse, evaluate, treat and monitor its risks to maximise opportunities and minimise losses through informed decision-making.

Material business risks are actively monitored by Elders’ Executive Committee and are communicated periodically to the Board.

The Audit, Risk and Compliance Committee receives reports in accordance with the Resilience Framework and risk management is a standing agenda item at each Board meeting. Detail of Elders’ Material Business Risks and how they are managed is included on pages 19 to 21 of Elders' 2022 Annual Report.

A copy of our Resilience Policy is also available on our website.

Elders’ risk appetite is set by the Board and recorded in Elders' Resilience Framework. Executives maintain a focus on those risks that have a higher rating than the desired appetite and continually assesses our operational and strategic environment for new and emerging risks. Management also conducted strategic and operational risk reviews throughout the year, including reviewing risks associated with Elders’ large-scale capital projects, access to capital, key role succession and system modernisation.

The Resilience Framework itself was reviewed and updated during 2022. This review included the Risk Management Policy, procedure, business continuity, incident management plans and the corporate risk matrix. The principal changes included re-calibration of the financial consequences in the risk matrix and streamlining of the incident and risk escalation processes. Additional assurance will be sought during 2023 with an internal audit project on the resilience framework.

Risk- and Compliance-Related Responsibilities of the Audit, Risk and Compliance Committee

Compliance	• reviewing the efectiveness of Elders’ compliance programme, including the design, implementation and management of
	the compliance framework
	• overseeing the process for reporting unacceptable conduct (see also Section 3)
	• receiving compliance reports from management
	• reviewing any material incident involving fraud or signifcant breakdown of internal controls.
Risk and Resilience	• reviewing the resilience framework, including assessment of the management information systems to ensure they are
	efcient and efective
	• recommending to the Board policies and procedures for risk oversight
	• assessing management’s performance against the risk management framework, including whether it is operating within
	agreed risk tolerances
	• reviewing and assessing the adequacy of control systems
	• reviewing the corporate insurance programme

Corporate Governance Statement 25

Compliance

In FY22, the Board Audit, Risk and Compliance Committee reviewed Elders’ Compliance Development Strategy. With a three-year horizon, the strategy is designed to strengthen compliance maturity across Elders.

Elders’ compliance focus this year has been to work with Executives and specialist functions to firstly understand the compliance challenges that Elders’ people face. Adopting a continuous improvement approach, Elders has worked to better define compliance roles and responsibilities, in order to enhance understanding of the role all Elders people play in ensuring compliance. This work will continue as a priority in the coming year with an emphasis on awareness and education.

Internal Audit

The purpose of Elders’ Internal Audit function is to provide independent, objective assurance and consulting services designed to add value and improve Elders' operations. The Internal audit team operates under a charter, with a direct reporting line to the Audit, Risk and Compliance Committee and a functional reporting line through to the Chief Financial Officer. The internal audit function utilises a co­ sourced arrangement with KPMG.

The internal audit plan is aligned to Elders’ risk profile and is approved by the Audit, Risk and Compliance Committee annually with a three­ year horizon. Coverage includes core network operations, corporate support and enabling functions, and compliance activities. The results, corresponding management actions and responses arising from these audit activities are reported to the Audit, Risk and Compliance Committee.

Management Audit, Risk and Compliance Committee

The Management Audit, Risk and Compliance Committee (MARCC) includes the Chief Executive Officer and Executive Committee members and is chaired by the Company Secretary and General Counsel. It meets quarterly to, amongst other things, assist the Board and the Board Audit, Risk and Compliance Committee with the application of and compliance with Elders’ Resilience Policy and Framework.

A summary of the MARCC minutes is provided to the Board Audit, Risk and Compliance Committee at its next scheduled meeting.

Specialist support to the MARCC is provided by internal and external experts as required.

Exposure to Material Economic, Environmental and Social Sustainability Risks

Details of Elders’ material business risks and how these are managed are provided on pages 19 to 21 of the 2022 Annual Report. Information about our sustainability initiatives is included in Elders’ 2022 Sustainability Report, available on our website.

Financial Risk Management Policy

Elders has a formal Financial Risk Management Policy for management of liquidity and funding, commodity, currency, interest rate and basis risks. The primary objective of this policy is to manage the risk of financial loss to Elders measured in terms of impact on earnings arising from unfavourable movements in the financial and commodity markets.

The Board receives reports on compliance with the Policy, including on an immediate basis in the case of material breaches.

Tax Risk Management

Elders has in place a Tax Risk Management Policy to ensure the systematic management of the Company’s tax risks and provide the framework for tax governance. The Policy is designed to ensure that tax risk management activities are carried out in accordance with the Elders Resilience Policy and Framework.

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Corporate Governance Statement 27

8 Fair and Responsible Remuneration

Remuneration and Human Resources Committee

• ensure a clear relationship between business performance and remuneration of the Chief Executive Officer and Executive Management

The objectives of Elders' Remuneration and

• align executive incentive awards with the creation of Shareholder value and the long­ term growth of Elders

Human Resources Committee are to:

• ensure appropriate policies and procedures are in place to assess the remuneration levels of the Chief Executive Officer, Executive Management, Elders’ employees generally and the Board

• ensure that Elders’ people and culture strategy, policies and procedures are appropriate to Elders’ needs and clearly designed and executed

• ensure appropriate policies and procedures are in place to attract and retain the Chair, Non-Executive Directors, Executive Directors, Chief Executive Officer and Executive Management

• achieve diversity at all levels within Elders’ workforce and on the Board, and to ensure equal treatment of employees and Directors regardless of gender identity, sexual orientation, marital or family status, family responsibilities, age, disability, religion, socio-economic background, race, ethnicity or cultural background

• ensure Elders (which includes all subsidiaries and, as appropriate, associated responsibilities, age, disability, religion, companies) adopts, monitors and socio-economic background, race, ethnicity applies appropriate remuneration policies or cultural background and procedures that align with the creation of Shareholder value and Under its Charter, The Remuneration and stakeholder expectations Human Resources Committee must:

• • engage and motivate Directors and Senior • have at least three Non-Executive Directors Executives to pursue the long-term growth • have a majority of independent Directors and success of Elders • be chaired by an independent Director

• meet at least two times a year (or more frequently as circumstances dictate)

As outlined in its Charter, the Remuneration and Human Resources Committee derives its authority from the functions delegated to it by the Board and must operate within the framework outlined the Charter but may raise other matters considered to be relevant to its responsibilities. The Committee may seek information from any employee or external party and may obtain external independent legal or professional advice at Elders' expense.

The Committee’s responsibilities to review and make recommendations to the Board are set out below.

Matters for which the Remuneration	and Human Resources Committee is responsible for reviewing and making recommendations to the Board
Remuneration and Benefts	• policies and practices for the remuneration arrangements for the Chief Executive Ofcer, Executives, Elders’ employees
	generally and the Board itself
	• policies and procedures to ensure alignments between remuneration, Shareholder value creation and
	stakeholder expectations
	• remuneration packages for the Chief Executive Ofcer and remuneration of Non-Executive Directors • Chief Executive Ofcer recommendations for the remuneration of Executives, including consideration of any potential conflict of interest arising from indirect influence on the Chief Executive Ofcers own remuneration • Chief Executive Ofcer’s organisational plans for remuneration of employees in general
	• annual remuneration review applying generally across Elders
	• superannuation arrangements
	• employee share, options and rights schemes
Recruitment and Termination	• recruitment, retention, retirement and termination benefts of Chief Executive Ofcer, Executive Management and Non­
	Executive Directors
	• succession planning for Executive Management
Performance	• Chief Executive Ofcer key performance indicators and performance of the Chief Executive Ofcer against those KPIs
	• performance incentive programs, such as Executive short and long-term incentive plans
People and Culture	• people and culture strategy, policies and procedures (but not work health and safety), including recruitment, retention,
	retirement and termination policies
	• policies regarding workplace behaviour
	• indicators of workplace culture, including employee engagement
	• policies and measurable objectives for achieving and reporting on diversity
	• policies regarding equal treatment of all employees
Compliance	• employment, superannuation and industrial relations law compliance
External Reporting	• appropriate disclosures on matters referred to in the Committee’s Charter

28 2022 Elders Corporate Governance Statement

Remuneration and Human Resources Committee meeting attendance and independence status

Committee Member	Meetings Held	Meetings Attended	Independence Status
D Eilert (Chair)	5	5	Independent
I Wilton	5	5	Independent
R Clubb	5	5	Independent
M Quinn	5	5	Independent
R Murphy	5	5	Independent

The current members of the Remuneration and Human Resources Committee, their independence status and attendance at meetings is shown above.

The Managing Director and Chief Executive Officer and Executive General Manager People, Culture and Safety have a standing invitation to attend all meetings unless the Committee Chair or the Charter require they do not attend for all or part of a meeting.

Under the Charter, the Managing Director and Chief Executive Officer must not be present during consideration of his remuneration arrangements. Other executives, unless the Committee agrees otherwise, must not be present during consideration of remuneration arrangements for the Managing Director and Chief Executive Officer or other executives. Based on recommendations from the Remuneration and Human Resources Committee, the Board collectively makes decisions regarding Directors’ fees.

Director and Senior Executive Remuneration

Approval of the Remuneration Report and the issue of performance rights to the Managing Director and Chief Executive Officer is sought from Shareholders annually at the AGM.

In line with ASX Listing Rules, in 2006 Shareholders approved a maximum annual aggregate fee payable to Elders Directors. Since then, the Board voluntarily determined to reduce the annual aggregate fee limit. Recent increases in Directors’ fees have remained below the reduced aggregate limit and have been benchmarked against market practice. In 2022, a resolution will be put to Shareholders seeking approval to increase the maximum annual aggregate Directors' fees. The purpose of this increase is to allow scope to appoint an additional Non-Executive Director for succession planning purposes. The new proposed annual maximum limit of $1.5m still remains below the prior limit of $1.8m approved by Shareholders in 2006. Full detail of the proposed resolution and explanatory notes are available in Elders 2022 Notice of Meeting, available here.

Securities Dealing Policy

The Board believes Non-Executive Directors and employees should own Elders’ securities to further align their interests with the interests of other Shareholders. Details of Directors’ shareholdings in Elders can be found in the 2022 Annual Report, on page 69.

Elders’ Securities Dealing Policy prescribes blackout periods during which Directors and employees may not trade in Elders’ securities. Blackout periods are from 1 March and 1 September each year, until the close of trading on ASX on the day after the announcement of half and full year results respectively.

Directors or staff must not deal in Elders’ securities during any blackout periods or at any time when that staff member or Director is in possession of unpublished information that, if generally available, might materially affect the price of Elders’ securities. Prior to dealing, a Director, Company Secretary, Senior Executive or Elders Person (including contractors) who has, or is reasonably expected to have, information which may have a material effect on the price of Elders' securities must seek clearance from the Company Secretary. If the Company Secretary wishes to trade, he must seek approval from the Chair.

Additionally, the policy prohibits the use of derivatives or any transaction in financial products that limits the economic risk associated with holding Elders securities, whether they be vested or unvested.

A copy of the Securities Dealing Policy is available on our website.

Minimum Shareholding Policy

The Board has adopted an internal Minimum Shareholding Policy to better align with the interests of Elders’ Shareholders, Non-Executive Directors, the Managing Director and Chief Executive Officer, and direct reports of the Managing Director and Chief Executive Officer who are members of the Executive Committee (collectively policy people).

Under this Policy, Non-Executive Directors are required to hold shares equivalent to 100% of their annual base fees and must reach this holding within three years of their appointment dates. The Managing Director and Chief Executive Officer is required to hold shares equivalent to 100% of his or her total fixed remuneration within 5 years of appointment. Direct reports of the Managing Director and Chief Executive Officer who are members of the Executive Committee must reach and maintain holdings equivalent to 50% of their total fixed remuneration within 5 years of their appointment dates.

The Remuneration and Human Resources Committee receives a report at each meeting detailing the minimum number of shares required and the number of shares held by each policy person.

Elders' Non-Executive Director and Executive Minimum Shareholding Policy is available on our website and operates subject to compliance with the Securities Dealing Policy.

A summary of Elders’ remuneration policies and practices is set out in the Remuneration Report commencing on page 51 of the 2022 Annual Report.

Corporate Governance Statement

29

9 Work Health and Safety

Work Health and Safety Committee

Elders is committed to health and safety in each of the businesses it operates, believing nothing is so important that it cannot be done safely. The Board has managed its oversight responsibilities of health and safety matters with the assistance of its WHS Committee and through a standing safety agenda item at each of its regularly scheduled Board meetings.

Elders' existing Work Health and Safety Committee objectives are to:

• ensure the appropriate policies and procedures are in place to assist Elders to meet its statutory obligations and the Board’s commitment to health and safety

• ensure appropriate policies, procedures and systems are in place to effectively manage, measure and improve WHS activities

• oversee the provision by management of a healthy and safe working environment and culture for all employees, contractors, clients and other visitors to Elders’ work premises

The Work Health and Safety Committee is similar to other Board Committees in that it must:

• have at least three Non-Executive Directors

• have a majority of independent Directors

• be chaired by a Non-Executive Director

• meet at least two times a year (or more frequently as circumstances dictate)

The current members of the Work Health and Safety Committee, their independence status and attendance at meetings is shown below.

The Managing Director and Chief Executive Officer and the Executive General Manager People, Culture and Safety have standing invitations to attend all meetings.

Expansion of Committee Responsbilities

In FY22, The Board agreed to expand the oversight responsibilities of the WHS Committee to include oversight of environmental, social and sustainability matters. This change is expected to support Elders' Eight Point Plan objective to lead industry sustainability outcomes across health, safety, community, environment and governance by providing increased structure to Board oversight of these matters. The new oversight responsibilities of the Committee will commence 1 January 2023 and an updated charter will be published on Elders' website in early 2023.

Sustainability Objectives

Elders intends to reframe the Committee's objectives to include:

• oversight of the systems, policies and processes employed by Elders to address its key sustainability principles

• ensuring Elders adopts, monitors and applies appropriate policies and procedures that balance the creation of shareholder value with stakeholder expectations.

Information about Elders' sustainability activities in FY22 are available in our 2022 Sustainability Report, available on our website.

Work Health and Safety Policy

Elders commitment to establishing and maintaining a safe work environment is set out in our Work Health and Safety Policy (available on our website).

An effective safety culture is a critical and non-negotiable corporate objective. The Board and officers of Elders are committed to the continuous improvement of the integrated Work Health and Safety Management System, to meet our evolving business requirements and ensure a safe and healthy environment for employees, contractors, clients and visitors.

Elders maintains a Work Health and Safety Management System, inclusive of a comprehensive manual, supporting guidelines, policies and procedures. This system is measured against ISO 45001 and both reflects the level of risk within which we operate and the requirements of work health and safety legislation. It is continually monitored and evaluated to ensure its suitability and effectiveness.

Safety Steering Committee and Safety Action Teams

Elders' Safety Steering Committee, comprised of Executive Committee Members, meets quarterly pursuant to a formal charter to consider matters relevant to Elders’ safety strategy and to review and consider reports from management regarding safety matters.

The Board Work Health and Safety Committee receives a summary of the minutes of each Safety Steering Committee meeting.

At a local level, Elders maintains a number of Safety Action Teams that are responsible for identifying and actioning safety issues in their areas of operation. These Safety Action Teams report significant risks to the Safety Steering Committee.

Work Health and Safety Committee Meeting Attendance and Independence Status

Committee Member	Meetings Held	Meetings Attended	Independence Status
I Wilton (Chair)	2	2	Independent
R Clubb	2	2	Independent
D Eilert	2	2	Independent
M Quinn	2	2	Independent
R Murphy	2	1	Independent

Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Elders Limited

ABN/ARBN 34 004 336 636	Financial year ended:
34 004 336 636	30 September 2022

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

These pages of our ☐ annual report: This URL on our https://investors.elderslimited.com/investor-centre/?page=annual☒ website: reports

The Corporate Governance Statement is accurate and up to date as at 14 November 2022 and has been approved by the board.

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

Date: 14 November 2022 Name of authorised officer Peter Hastings 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

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES	ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES
Corporate Governance Council recommendation		Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:
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: https://investors.elderslimited.com/investor-centre/?page=corporate-governance.
1.2	A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re- elect a director.	☒
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	☒
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.	☒
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://investors.elderslimited.com/investor-centre/?page=corporate-governance. and we have disclosed the information referred to in paragraph (c) at: https://investors.elderslimited.com/investor-centre/?page=annual-reports (Elders 2022 Corporate Governance Statement) and if we were included in the S&P / ASX 300 Index at the commencement of the reporting period our measurable objective for achieving gender diversity in the composition of its board of not less than 30% of its directors of each gender within a specified period.

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/”).

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

Where a box below is ticked,[4] we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:

			the period above. We have disclosed this in our Corporate Governance Statement:
1.6	A listed entity should:		☒
	(a)	have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and	and we have disclosed the evaluation process referred to in paragraph (a) at:
	(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.	https://investors.elderslimited.com/investor-centre/?page=annual-reports (Elders 2022 Corporate Governance Statement) and whether a performance evaluation was undertaken for the reporting period in accordance with
			that process at:
			https://investors.elderslimited.com/investor-centre/?page=annual-reports (Elders 2022 Corporate
			Governance Statement)
1.7	A listed entity should:		☒
	(a)	have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and	and we have disclosed the evaluation process referred to in paragraph (a) at:
	(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.	https://investors.elderslimited.com/investor-centre/?page=annual-reports (Elders 2022 Corporate Governance Statement)
			and whether a performance evaluation was undertaken for the reporting period in accordance with
			that process at:
			https://investors.elderslimited.com/investor-centre/?page=annual-reports (Elders 2022 Corporate
			Governance Statement)

PRINCIPLE	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:	and we have disclosed a copy of the charter of the committee at:
		(1) has at least three members, a majority of whom are independent directors; and	https://investors.elderslimited.com/investor-centre/?page=corporate-governance
		(2) is chaired by an independent director,
		and disclose:	and the information referred to in paragraphs (4) and (5) at:
		(3) the charter of the committee;	https://investors.elderslimited.com/investor-centre/?page=annual-reports (Elders 2022 Corporate
		(4) the members of the committee; and	Governance Statement).
		(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.

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 recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:
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: https://investors.elderslimited.com/investor-centre/?page=annual-reports (Elders 2022 Corporate Governance Statement).
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: https://investors.elderslimited.com/investor-centre/?page=annual-reports (Elders 2022 Corporate Governance Statement). and, where applicable, the information referred to in paragraph (b) at: https://investors.elderslimited.com/investor-centre/?page=annual-reports (Elders 2022 Corporate Governance Statement). and the length of service of each director at: https://investors.elderslimited.com/investor-centre/?page=annual-reports (Elders 2022 Corporate Governance Statement).
2.4	A majority of the board of a listed entity should be independent directors.	☒
2.5	The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	☒
2.6	A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively.	☒
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1	A listed entity should articulate and disclose its values.	☒ and we have disclosed our values at: https://investors.elderslimited.com/investor-centre/?page=annual-reports (Elders 2022 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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this 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://investors.elderslimited.com/investor-centre/?page=corporate-governance
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://investors.elderslimited.com/investor-centre/?page=corporate-governance
3.4	A listed entity should: (a) have and disclose an anti-bribery and corruption policy; and (b) ensure that the board or committee of the board is informed of any material breaches of that policy.	☒ and we have disclosed our anti-bribery and corruption policy at: https://investors.elderslimited.com/investor-centre/?page=corporate-governance
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.	☒ and we have disclosed a copy of the charter of the committee at: https://investors.elderslimited.com/investor-centre/?page=corporate-governance and the information referred to in paragraphs (4) and (5) at: https://investors.elderslimited.com/investor-centre/?page=annual-reports(Elders 2022 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.	☒
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.	☒

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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

PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE	PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE	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://investors.elderslimited.com/investor-centre/?page=corporate-governance
5.2	A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.	☒
5.3	A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation.	☒
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information about itself and its governance to investors via its website.	☒ and we have disclosed information about us and our governance on our website at: https://investors.elderslimited.com/investor-centre/
6.2	A listed entity should have an investor relations program that facilitates effective two-way communication with investors.	☒
6.3	A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.	☒ and we have disclosed how we facilitate and encourage participation at meetings of security holders at: https://investors.elderslimited.com/investor-centre/?page=annual-reports(Elders 2022 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.	☒
6.5	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	☒
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1	The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.	☒ and we have disclosed a copy of the charter of the committee at: https://investors.elderslimited.com/investor-centre/?page=corporate-governance and the information referred to in paragraphs (4) and (5) at: https://investors.elderslimited.com/investor-centre/?page=annual-reports(Elders 2022 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

• 7.2 The board or a committee of the board should:

• (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the board; and

• (b) disclose, in relation to each reporting period, whether such a review has taken place.

• 7.3 A listed entity should disclose:

• (a) if it has an internal audit function, how the function is structured and what role it performs; or

• (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes.

☒

and we have disclosed whether a review of the entity’s risk management framework was undertaken during the reporting period at: https://investors.elderslimited.com/investor-centre/?page=annual-reports (Elders 2022 Corporate Governance Statement).

☒ and we have disclosed how our internal audit function is structured and what role it performs at: https://investors.elderslimited.com/investor-centre/?page=annual-reports (Elders 2022 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: https://investors.elderslimited.com/investor-centre/?page=annual-reports (Annual Report, pages 19 to 21) and, if we do, how we manage or intend to manage those risks at: https://investors.elderslimited.com/investor-centre/?page=annual-reports (Annual Report, pages 19 to 21)]

• PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY 8.1 The board of a listed entity should:

The	board of a listed entity should:	☒
(a)	have a remuneration committee which:	and we have disclosed a copy of the charter of the committee at:
	(1) has at least three members, a majority of whom are independent directors; and	https://investors.elderslimited.com/investor-centre/?page=corporate-governance
	(2) is chaired by an independent director,	and the information referred to in paragraphs (4) and (5) at:
	and disclose:	https://investors.elderslimited.com/investor-centre/?page=annual-reports(Elders 2022 Corporate
	(3) the charter of the committee;	Governance Statement)
	(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.

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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

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: https://investors.elderslimited.com/investor-centre/?page=annual-reports(Annual Report, pages 51 to 69)]
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: https://investors.elderslimited.com/investor-centre/?page=corporate-governance
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.	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.	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.	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.	Not Applicable
-	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.	Not Applicable

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