Corporate Governance Statement 2023

GrainCorp Corporate Governance Statement 2023

Introduction

GrainCorp Limited’s ( GrainCorp or the Company ) Corporate Governance Statement outlines the governance framework the Company’s board of directors ( Board ) has adopted for all entities in the GrainCorp Group.

GrainCorp remains committed to ensuring that its systems, procedures and practices reflect a high standard of corporate governance. The Board believes that its governance framework provides clear guidance on how authority is exercised and promotes a culture of compliance, ethical behaviour, integrity and respect to protect shareholder and other stakeholder interests.

Annual overview

For the financial year ended 30 September 2023 ( FY23 ), GrainCorp considers that its governance arrangements were consistent with the fourth edition of the ASX Corporate Governance Principles and Recommendations ( Recommendations ).

Copies of GrainCorp’s Constitution, Charters and related governance materials referred to in this statement are available on the Corporate Governance section of GrainCorp’s website at www.graincorp.com.au/corporate-governance.

Reporting suite 2023

==> picture [215 x 125] intentionally omitted <==

----- Start of picture text -----

Annual Report 2023 Corporate Governance Statement 2023
2023Sustainability Report
Annual Sustainability Corporate
Report Report Governance
Statement
These reports are available on our website graincorp.com.au
----- End of picture text -----

GrainCorp adopts a continuous improvement approach to its corporate governance framework. During FY23, the Board and its Committees undertook the following key governance-focused activities:

Reviewed the results of the employee engagement survey and implemented strategies to address opportunities for improvement.
Reviewed and approved the risk management framework and risk appetite statement.
Undertook reviews of the Board and Committee charters and key governance policies in line with their respective review cycles.
Conducted an external review of Board effectiveness and individual Director performance.
Undertook a review of the Board skills matrix having regard to GrainCorp’s strategic priorities.
Engaged in Director Education Sessions focused on enhancing knowledge of business operations, key and emerging risk areas, strategic opportunities, climate change and sustainability report and other regulatory developments.
Site visits to deepen understanding of GrainCorp’s assets, operating environments, stakeholders and to engage with a broader range of operational personnel across GrainCorp’s network.

The following sections provide details of GrainCorp’s compliance with the adopted governance framework and its practices in accordance with the Recommendations.

==> picture [292 x 317] intentionally omitted <==

----- Start of picture text -----

Grower Services Manager Chris O’Rourke (right)
demonstrating the Hone mobile grain testing device.
----- End of picture text -----

Front cover photo: Claire Harcourt-Smith.

GrainCorp Corporate Governance Statement 2023

Principle 1

Lay solid foundations for management and oversight

Primary objective of the Board

The primary objective of the Board is to build long term shareholder value with due regard to other stakeholder interests. The Board provides governance and strategic guidance for GrainCorp and effective oversight of management.

The governance structure determines how GrainCorp sets and monitors its profit and growth targets, while appropriately managing risk, and considering the interests of shareholders and other stakeholders. The diagram below shows GrainCorp’s governance structure which is described in further detail in this Corporate Governance Statement.

GrainCorp’s governance structure

Board of Directors

Audit and Risk Safety, Health Remuneration Sustainability Committee and Environment and Nominations Committee Committee Committee Executive Leadership Team Management Risk Cyber Security Enterprise Project Sustainability Data Governance Committee Committee Management Management Council Office Committee Committee

Underpinned by

Delegation of Authority

Risk Appetite Statement

Our Vision

Our Purpose Our Values

GrainCorp Corporate Governance Statement 2023

Principle 1

Lay solid foundations for management and oversight

Board Charter

The Board has formalised its authority, responsibilities and processes in a Board Charter. The Charter includes the Board’s role in strategy and planning, budgeting, financial reporting, employee and remuneration policies, risk management, governance, safety, health and environment, sustainability, audit, compliance and performance monitoring. The Charter is consistent with GrainCorp’s Constitution. Under GrainCorp’s Constitution, and as detailed in its Charter, the Board may delegate any of its powers to Committees of the Board. The standing Committees established by the Board are outlined in this Corporate Governance Statement.

Delegation to the Managing Director & Chief Executive Officer

During the reporting period, the Board delegated authority for the day-to-day management of GrainCorp to the Managing Director and CEO ( MD and CEO ), who manages GrainCorp according to the strategy, budgets, policies and delegations approved by the Board.

The MD and CEO and team of senior management ( Executive Team ) implement GrainCorp’s strategic plans and manage the business operations. The MD and CEO provides reports to the Board to ensure it is fully informed of all material matters.

The Board and its Committees monitor the decisions and actions of the MD and CEO and the performance of the business as a whole.

Board composition, selection and appointment of new directors

It is the Board’s policy to achieve a balance of relevant industry, technical and functional skills, experience, and diversity amongst its Directors. The Remuneration and Nominations Committee ( RNC ) has responsibility for reviewing and making recommendations to the Board regarding composition and the nomination process for appointments. The Board and the RNC regularly reviews the size, skills matrix and composition of the Board to assess the need for any new appointments or changes.

When considering a candidate, in addition to skills, experience and diversity, the RNC considers personal qualities, ability to devote sufficient time to the Board, and professional reputation. Background checks are also performed to assess the character, experience, education, criminal record and bankruptcy history of the candidate. The RNC assesses potential candidates and makes recommendations to the Board for approval. Any Director who is appointed during the year must stand for election at the next Annual General Meeting ( AGM ). Through the Notice of Meeting, which is distributed to shareholders prior to the AGM, the Board provides shareholders with all material information disclosed to the Board and relevant to a decision on whether or not to elect or re-elect a Director.

All Directors and members of the Executive Team are appointed subject to a written agreement with GrainCorp setting out the terms and conditions of their appointment. Appropriate background checks are also performed prior to appointments being made.

The Company Secretary

The appointment or removal of the Company Secretary is a decision made by the Board. The Company Secretary is accountable to the Board, through the Chairman, on all matters to do with the proper functioning of the Board. The Company Secretary works closely with the Chairman to manage the distribution of information between the Board, its Committees and the Executive Team. The Company Secretary provides advice and support to the Board and its Committees on governance-related matters and is responsible for organising the induction of new directors. All directors have a right of access to information and advice, which is facilitated through the Company Secretary and the Chair of each Committee. The qualifications and experience of GrainCorp’s Company Secretaries are set out in the Directors’ Report on page 28 of the 2023 Annual Report.

Evaluation of Board performance

The Board reviews its performance and that of each Director on an annual basis. During FY23, the Board completed an external Board effectiveness process to assess the performance of the Board as a whole and each Director individually. The results of the review were used to identify opportunities to further enhance the effectiveness of the Board and its Committees.

In addition, the performance of a Non-executive Director is assessed when nominating for election or re-election at an AGM. In the particular Director’s absence, the Board, following recommendations from the RNC, assesses whether to endorse the Director’s election or re-election to shareholders.

Evaluation of Executive Team performance

The MD and CEO is responsible for monitoring the performance of each member of the Executive Team. The MD and CEO is also responsible for ensuring there is an effective succession planning process for each Executive Team member.

Members of the Executive Team as at 30 September 2023 are listed on pages 26 and 27 of the 2023 Annual Report. The Executive Team meets regularly to review performance and strategic issues, and to build alignment across the business. Each member of the Executive Team has a written position description, employment contract and annual key performance indicators ( KPIs ).

GrainCorp Corporate Governance Statement 2023

Principle 1

Lay solid foundations for management and oversight

The MD and CEO reviews the performance of the Executive Team individually against agreed KPIs and GrainCorp’s Values, and collectively against a balanced scorecard of financial and non-financial measures ( Group Scorecard ). The RNC reviews the performance of the Executive Team through reporting of end-of-year performance appraisals. Performance reviews of the Executive Team were conducted by the MD and CEO for the year ended 30 September 2023.

The RNC and the Board reviews the performance of the MD and CEO against the Group Scorecard and agreed KPIs. This has been conducted for the year ended 30 September 2023. Further details on executive remuneration are outlined in the 2023 Annual Report.

Board and Committee meetings

The Board and its Committees meet regularly throughout the year according to an annual schedule of meetings, and at other times as required. Details of the number of meetings held and the attendance record of each Director for FY23 are on page 28 of the Directors’ Report in the 2023 Annual Report.

Diversity and Inclusion

At GrainCorp we value different thinking, different perspectives and different ideas, to drive innovation and deliver better business results. GrainCorp acknowledges the positive outcomes and better overall performance that can be achieved through a diverse and inclusive workplace including the ability to attract, retain and motivate directors, officers and employees from the widest possible pool of talent available.

GrainCorp conducts annual internal pay equity analysis to ensure performance and reward outcomes are gender neutral, non-discriminatory and free from bias.

GrainCorp recognises that flexible work arrangements are a key driver to attracting and retaining employees across all our geographies and generations in our workforce. In 2021, we launched a set of internal guidelines for managers and employees that streamline the process for enabling employees to work flexibly. We currently offer Australian based employees Purchased Annual Leave of up to four weeks, in recognition of the need for great flexibility at different life stages. Our Australian parental leave policy to provide 14 weeks paid leave for primary care givers and two weeks for secondary care givers.

==> picture [596 x 384] intentionally omitted <==

----- Start of picture text -----

Grains testing at the laboratory in our Geelong port.
----- End of picture text -----

GrainCorp Corporate Governance Statement 2023

Principle 1

Lay solid foundations for management and oversight

Gender diversity

To improve and promote gender diversity, GrainCorp set three targets in relation to the recruitment of vacant roles. These targets are designed to ensure that, by 2023, women comprise not less than:

30 per cent of our Board.
30 per cent of our Executive Team.
30 per cent of our remaining employees, inclusive of harvest casuals.

Our diversity targets are supported by measurable internal diversity objectives that are set on an annual basis and focus on aspects such as inclusive leadership, unconscious bias, talent acquisition, development, and retention. We review objectives annually to ensure they remain appropriate to our industry and operating context.

We are proud to have achieved our 2023 targets for gender diversity:

GrainCorp is a relevant employer under the Workplace Gender Equality Act 2012 for the 2022–23 reporting period. This report outlines our workforce profile including employee policies, benefits, and training information. We also have strategies in place that specifically support gender equality in relation to recruitment, remuneration, retention, performance management, promotions, and training and development.

Further information

Further information on GrainCorp’s FY23 Diversity & Inclusion performance is documented in the 2023 Sustainability Report and in the Company’s Equity and Diversity and Preventing Harassment in the Workplace Policy Statement, both of which are available on the Company’s website. Additionally, a copy of GrainCorp’s Diversity & Inclusion Policy ( D&I Policy ) is also available on the Company’s website. The D&I Policy sets out GrainCorp’s commitment to ensuring diversity across our business and complies with the Recommendations.

Women comprise not less than 30 per cent of our Board of Directors by 2023 ( achieved ) (33% at 30 September 2023).
Women comprise not less than 30 per cent of our Executive Leadership Team by 2023 ( achieved ) (33% at 30 September 2023).
Women comprise not less than 30 per cent of our remaining employees, including harvest casuals, by 2023 ( achieved ) (44%* at 30 September 2023).

The table below sets the number of women employed in GrainCorp as at 30 September 2023:

Employees by Country[*1]

==> picture [248 x 161] intentionally omitted <==

----- Start of picture text -----

Non
Country Male Female binary Total
Australia 1,267 475 1 1,743
New Zealand 73 47 – 120
United Kingdom 20 21 – 41
Ukraine 4 8 – 12
Canada 4 2 – 6
China 1 1 – 2
Singapore 4 5 – 9
India – 1 – 1
Total 1,373 561 1 1,934
----- End of picture text -----

At 30 September 2023 approximately three per cent of GrainCorp’s permanent and fixed-term employees worked on a part-time basis.

Senior Leadership Composition[*1]

==> picture [248 x 79] intentionally omitted <==

----- Start of picture text -----

Leadership Male Female Total
Non-executive Directors 3 2 5
Executive Leadership Team 4 2 6
Senior Leaders [3] 46 20 66
Total 53 24 77
----- End of picture text -----

Harvest casual workforce – snapshot[* 2,4]

==> picture [254 x 91] intentionally omitted <==

----- Start of picture text -----

Northern NSW 500 501 0 1,001
Southern NSW 370 487 2 859
QLD 255 231 3 489
VIC 529 561 1 1,091
Male Female Non-Binary
----- End of picture text -----

FY23 data contained within tables indicated by an asterisk (*) are subject to assurance from KPMG. See KPMG’s limited assurance report on page 87 of the 2023 Sustainability Report.

All data pertains to permanent and fixed term employees and is taken at 30 September 2023 unless otherwise indicated.
Numbers for non-binary captures those employees who have specifically identified as non-binary when onboarding.
Employment grades 7, 8 or 9 (excluding traders) to reflect those in leadership positions or positions of influence.
Data taken at 30 November 2022 to reflect GrainCorp’s harvest casual workforce composition at a time of peak harvest operations.

GrainCorp Corporate Governance Statement 2023

Principle 2

Structure the Board to add value

Structure of the Board

GrainCorp’s Constitution contains provisions concerning Board size, meetings, and the election, powers and duties of Directors. Collectively the Board aims to achieve a broad range and balance of skills, experience and expertise to oversee GrainCorp’s operations. The Company’s Constitution stipulates a minimum of four and a maximum of ten Directors.

As at 30 September 2023 the Board comprised six Directors: five Non-executive Directors and one Executive Director, being the MD and CEO.

The Chairman of the Board is an independent Non-executive Director. The skills, experience and responsibilities of each Director are on pages 24 and 25 of the 2023 Annual Report.

Details of the period of office held by each current Director and the year of their last election are set out in the table below:

Director	Appointed	Last Elected at an AGM	Independence
Peter Richards	9 November 2015	17 February 2022	Independent
Nicki Anderson	1 October 2021	17 February 2022	Independent
Kathy Grigg	11 December 2019	16 February 2023	Independent
Daniel Mangelsdorf1	17 February 2005	15 February 2021	Independent
Clive Stiff	1 October 2021	17 February 2022	Independent
Robert Spurway	23 March 2020	Not applicable	Not independent

Dan Mangelsdorf was appointed to the Board as a Director representing a major shareholder in 2005. Mr Mangelsdorf has subsequently served as an independent Director since 2008.

Board independence

For the year ended 30 September 2023, all of GrainCorp’s Non-executive Directors are considered by the Board to be independent. Notwithstanding the period of service of Mr Mangelsdorf, the Board believes he has retained independence of character and judgement and continues to bring invaluable expertise to the Board.

The Board Charter details the criteria to be used to assess whether a Director has a relationship with GrainCorp, which could, or could be perceived to, impede independent decision making. All Directors are required to notify the Chairman and Company Secretary of their interests and other appointments as they arise.

During the reporting year, certain Directors, through their association with other entities, entered into transactions with GrainCorp in the ordinary course of business. Those transactions were neither material nor impacted upon the independence of those Directors, and they were conducted on ‘arms-length’ commercial terms, being no more or less favourable than other users of GrainCorp’s services. Details of transactions with Directors are shown in Note 4.5 of the 2023 Annual Report.

Conflicts of interest

Each Director has a responsibility to determine whether he or she has a potential or actual conflict of interest in relation to any matter which comes before the Board. The Company maintains a Register of Directors’ Interests which is updated regularly.

The Board Charter and Conflict of Interest Policy details the obligations of Directors in dealing with any conflicts of interest. Should a conflict arise, the conflicted Director will not receive any Board papers relevant to such conflict and, unless the non-conflicted Directors resolve to the contrary, will not be present for Board deliberations on the matter and will not vote on any related Board resolutions. The same procedures apply in the event of a conflict relating to any matter to be considered by any Board Committee.

GrainCorp’s Code of Conduct provides guidelines for dealing with conflicts of interest, for Executives and other employees.

Access to information and independent advice

Directors may access information and seek independent professional advice which they individually or collectively consider necessary to fulfil their responsibilities and allow independent, well-informed judgement in decision making. All such information and advice will be shared with all other Directors unless precluded by a conflict situation and will be at GrainCorp’s expense.

GrainCorp Corporate Governance Statement 2023

Principle 2

Structure the Board to add value

Tenure and election at Annual General Meetings

Non-executive Directors must retire from office and may seek re-election by shareholders at the third AGM after their election if they seek to continue in their role. The Constitution requires that there be an election of Directors at every AGM. If no Director is to retire from office in accordance with their tenure, the Director to retire will be the individual who has held office for the longest period since last elected or re-elected. GrainCorp’s Constitution does not impose a maximum term of service on Directors.

The Chairman is appointed by his or her fellow Directors with the term of office determined by the remaining members of the Board. The Chairman is subject to the same Director re-election rules as other Non-executive Directors.

Board Committees

The Board may from time to time establish and delegate powers to committees, in accordance with GrainCorp’s Constitution, to assist in the discharge of its responsibilities. The current standing Committees are as follows:

Audit and Risk Committee ( ARC )
Safety Health and Environment Committee ( SHEC )
Remuneration and Nominations Committee ( RNC )
Sustainability Committee.

Remuneration and Nominations Committee

The RNC is the ‘nominations committee’ for the Board and is also responsible for assisting the Board in the oversight and evaluation of GrainCorp’s people strategy and remuneration framework (detailed at Principle 8 of this Governance Statement). The full responsibilities of the RNC are detailed in its Charter.

The current members of the RNC are Nicki Anderson (Chair) Peter Richards and Kathy Grigg. The MD and CEO, Chief Corporate Affairs Officer & Group General Counsel, Company Secretary and Chief People and Transformation Officer attend all meetings of the RNC by invitation. The RNC is empowered to seek independent advice to assist in its decision-making processes.

The responsibilities of the RNC include:

Reviewing GrainCorp’s remuneration framework to ensure alignment between organisational performance and shareholder expectations;
Reviewing and approving remuneration and performance targets for members of the Executive Team, including the monitoring of performance against those targets; and
Reviewing and oversight of GrainCorp’s people strategies and practices in regard to culture, employee engagement, succession planning, talent management, training and development, diversity and inclusion, and industrial relations.

Each Committee is comprised of a majority of Non-executive Directors and is chaired by an independent director.

Membership of each Committee is determined by each Director’s skills and experience, their ability to add value and to commit the necessary time to the Committee.

Each Committee operates under a Charter detailing its responsibilities and has unrestricted access to GrainCorp’s Executives, advisors and other employees as well as to information necessary for the discharge of its responsibilities. The MD and CEO attends all meetings as appropriate, but does not attend any meetings where his performance, any conflicts, appointment or remuneration are being considered.

Proceedings of each Committee meeting are reported by the respective Committee Chair at the first Board meeting following the Committee meeting.

Details of the Directors’ attendance at Committee meetings of which they were a member in FY23 are contained in the Directors’ Report on page 28 of the 2023 Annual Report.

GrainCorp Corporate Governance Statement 2023

Principle 2

Structure the Board to add value

Board skills, experience and attributes

GrainCorp seeks to maintain a Board of Directors with a broad range of skills, experience and knowledge necessary to guide the business.

Figure 1 sets out the key skills, experience and diversity the Board has identified as desirable attributes.

Figure 1: Skills Matrix

Figure 1: Skills Matrix
		Overall
		skills/experience
Skill	Description	of the Board
Strategy	Experience in corporate planning, including identifying and analysing strategic
	opportunities and threats, developing, implementing, and delivering strategic
	objectives and monitoring performance against strategic objectives
Food processing	Experience and understanding of the economic drivers, challenges and operations
and distribution	of food processing and manufacturing industries
Safety, health and	Experience in overseeing effective management of safety, health and environmental
environment	compliance and risk management systems
People and culture	Experience in organisational talent identification and management, corporate
	culture, employee engagement, leadership development, succession planning
	and remuneration
Agribusiness/	Experience in and understanding of the economic drivers, markets, and challenges
supply chain	of agricultural businesses and related supply chain management
Financial and	Senior executive or other experience in financial accounting and reporting, tax,
capital management	internal financial controls and capital management strategies
Governance	Experience as a non-executive director of listed entities with a strong commitment
	to high standards of governance and knowledge of compliance and regulatory
	requirements for listed entities
International operations	Experience as a director or senior manager of multi-geographic organisations,
	including exposure to a range of political, cultural, regulatory and business
	environments
Customer experience	Advanced understanding in customer experience and engagement, benchmarking
and engagement	and oversight
ESG and	Experience in and understanding of corporate sustainability best practice to
sustainability	manage the impact of the business on the environment and community and the
	potential impact of climate change on the business
Commodities marketing	Experience in domestic and global commodities marketing and trading
and trading
Digital and	Experience in Agtech and/or identifying, assessing, implementing and leveraging
innovation	digital technologies and other innovations, understanding the use of data and
	responding to digital disruption
Risk Management	Experience in identification, monitoring and management of material financial
	and non-financial risks and understanding implementation and oversight of risk
	management frameworks and controls

Familiar – a director can demonstrate knowledge and awareness in this area.

Competent/experienced (i.e. skilled directors) – a director can demonstrate expertise and knowledge in the area with some level of responsibility and oversight. Expert/specialist (i.e. highly skilled director) – a director can demonstrate deep expertise and knowledge in the area.

GrainCorp Corporate Governance Statement 2023

Principle 2

Structure the Board to add value

The Board also strives for gender diversity and relevant geographic experience within these skill sets and aims to ensure that the Board, as a whole, is able to demonstrate a blend of capabilities.

The RNC assesses candidates and makes recommendations to the Board regarding candidates it considers appropriate for appointment. Such recommendations focus on the mix of skills, experience, expertise, diversity and other qualities of existing Directors, as well as how the candidate’s attributes will balance and complement those qualities, and address any potential skills gaps.

Director induction, training and ongoing development

Upon appointment, Directors undertake a comprehensive induction program tailored to their individual needs, outlining key information relevant to their role. This includes briefings on the Company’s business and strategic plans, culture and values, policies, operations and the environment in which it operates. The program also includes: (i) meetings with external and internal auditors and other advisors where appropriate; (ii) discussions with the Chairman, other Directors and management; (iii) site visits to gain a thorough understanding of the Group’s asset profile, business drivers and risk factors; and (iv) extensive background reading materials including information on any current issues before the Board.

Directors are encouraged to undertake continuing education and training to develop and maintain the skills and knowledge required to perform their role effectively and are also provided with appropriate professional development opportunities to do so. Directors receive briefings on developments in the industry and updates on the legislative and regulatory frameworks within which the Company operates. In FY23, the Board received briefings on a range of topics including climate change and sustainability, modern slavery, the global sustainability reporting framework landscape, industrial relations legislation updates, data governance and responsible use of artificial intelligence.

All Directors undertake regular site visits with the purpose of enhancing each individual Director’s knowledge of the business and its operating environment and to engage with operational personnel to assist in their understanding of safety performance and culture.

==> picture [596 x 350] intentionally omitted <==

----- Start of picture text -----

Sorghum discharging at GrainCorp McKay terminal
from a 42-wagon, 1950-tonne train.
----- End of picture text -----

GrainCorp Corporate Governance Statement 2023

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

Code of Conduct

GrainCorp has adopted a Code of Conduct ( Code ) which provides a set of guiding principles for acting honestly and with integrity and fairness at all times. The Company’s Values provide a common understanding of expected behaviours of Directors, the Executive Team and all employees.

Any material breaches of the Code of Conduct are reported to the Audit and Risk Committee as well as other Board Committees, or to the Board, as may be required. The Code of Conduct is available on the Company’s website.

Dealing in GrainCorp securities

GrainCorp’s Share Trading Policy ( Policy ) prohibits dealing in GrainCorp’s securities by all Directors, Executives and other employees, or their associates, when in possession of unpublished price sensitive information concerning the Company.

The Policy outlines the requirements and process for Designated Officers to seek approval before they, or their associates, deal in the Company’s securities.

The Policy also prohibits Designated Officers and their associates from providing GrainCorp securities as security in connection with any margin loan or similar financing arrangement without prior approval.

Further, it is a condition of any grant to employees of any performance rights or deferred shares that no schemes are entered into that protect the value of such performance rights or shares before they vest. Any breach of this condition constitutes a breach of the terms of the grant and may result in the forfeiture of the performance rights.

A copy of the Share Trading Policy is lodged with the ASX and is available on the Company’s website.

The Policy prohibits ‘Designated Officers’ (as defined in the Policy) from dealing in GrainCorp’s securities at all times other than during specific ‘Trading Window’ periods. A Designated Officer may only deal in a Trading Window when not in possession of price sensitive information.

Lead sustainable and innovative agriculture through another century of growth.

==> picture [46 x 46] intentionally omitted <==

We do what’s right

We prioritise what is right for the business, the customer and each other when making decisions, to deliver sustainable high performance and results. If in doubt we simply ask, “Could I?” and then “Should I?”.

==> picture [46 x 46] intentionally omitted <==

We care

We actively support, respect and trust each other professionally and personally, creating a positive environment where everybody brings their whole self to work.

Proudly connect with customers and rural communities to deliver value through innovation and expertise.

==> picture [46 x 46] intentionally omitted <==

We deliver

We demonstrate accountability for our decisions, actions and results by taking personal ownership. We do what we say on time every time to deliver and exceed on expectations.

==> picture [46 x 46] intentionally omitted <==

We stay safe

We strongly believe that all injuries are avoidable, taking all necessary action to ensure every GrainCorp workplace is safe and healthy for all our team members and customers.

GrainCorp Corporate Governance Statement 2023

Principle 3

Instil a culture of acting lawfully, ethically and responsibly

Whistleblower protection

A principle underlying GrainCorp’s Code is the requirement for any person at GrainCorp to immediately report, in good faith, any known or suspected breaches of the Code, GrainCorp policies or the law.

GrainCorp’s Whistleblower policy provides a mechanism whereby such breaches may be reported on a confidential basis without fear of reprisal, dismissal or discriminatory treatment.

Reports may be made under this policy to specified ‘Whistleblower Disclosure Officers’ or to an independently managed ‘whistleblower hotline’ available in all the countries in which the Company has operations and to all employees and external parties.

The Audit and Risk Committee receives reports of potentially material incidents under the Group Whistleblower Policy and refers matters regarding material incidents to the Board.

A copy of the Whistleblower Policy is available on the - Company’s website at www.graincorp.com.au/corporate governance.

Anti-bribery and corruption

GrainCorp strives to meet the highest ethical standards in our business dealings. Customers and suppliers are treated in a fair, open and honest manner at all times. GrainCorp has an Anti-Bribery and Corruption Policy that applies to all employees, consultants, Directors, officers, agents and contractors who provide services to GrainCorp. Incidents or breaches pertaining to bribery and corruption are reported to the Audit and Risk Committee.

Political donations

GrainCorp will not use Company funds, property, goods or services as a contribution to a political party or candidate, or for consideration or favourable treatment. The Company may pay legitimate fees for approved GrainCorp attendees to participate in, or attend as observers, those political events which are assessed to be of relevance to GrainCorp, its industry or operations. Such fees are approved by the Chairman and the MD and CEO. Further detail is outlined in the Company’s Code, which is available on the Company’s website.

==> picture [596 x 398] intentionally omitted <==

----- Start of picture text -----

Inspecting a barley crop near Boort, Victoria.
----- End of picture text -----

GrainCorp Corporate Governance Statement 2023

Principle 4

Safeguard integrity in financial reporting

Audit and Risk Committee (ARC)

The role of the Audit and Risk Committee ( ARC ) is to assist the Board in fulfilling its responsibilities in relation to risk management, financial reporting and internal controls. The ARC reviews GrainCorp’s financial reporting processes, systems of internal control and management of financial risks as well as the process, coverage, performance and independence of the internal and external audit functions. The responsibilities of the ARC are detailed in its Charter.

The current members of the ARC are Kathy Grigg (Chair), Peter Richards, Dan Mangelsdorf and Clive Stiff. Collectively the Committee members have the technical expertise to enable the ARC to effectively discharge its responsibilities. Details of the ARC members’ qualifications, experience and attendance at meetings in FY23 are set out on pages 24 to 25 and 28 of the 2023 Annual Report.

The MD and CEO, Chief Financial Officer ( CFO ), Chief Corporate Affairs Officer & Group General Counsel, Company Secretary, General Manager – Risk & Assurance, Financial Controller, as well as representatives from GrainCorp’s external and internal audit teams, attend all meetings of the ARC by invitation. The ARC regularly meets with the external auditors and advisors without the presence of the Executive Team or management.

External audit

PricewaterhouseCoopers ( PwC ) has been GrainCorp’s external auditor since 1998 and is responsible for reviewing and auditing the half year and full year financial statements and reports in order to provide an independent opinion that these statements and reports are true and fair and comply with applicable accounting standards and regulations.

PwC attends all meetings of the ARC by invitation and meets regularly with the ARC independently of management to discuss matters which have arisen during the course of its reviews and audits. Representatives of PwC also attend GrainCorp’s AGM to answer any shareholder questions on the conduct of the audit, the preparation of the audit opinion and any other related matters.

GrainCorp’s Board has adopted an External Auditor Independence Policy ( Independence Policy ) to govern the independence of the external auditor. The Independence Policy places restrictions on the range of non-audit services PwC can provide to GrainCorp and contains a requirement that the lead audit partner be rotated after five years, unless that appointment is extended by agreement under transition provisions.

The Independence Policy also specifies the type of non-audit services or assignments that PwC cannot undertake. In addition, any non-audit services or assignments that are not prohibited, with estimated fees in excess of $100,000, must be approved by the ARC before that service or assignment commences. The CFO has been authorised to approve such services and assignments with fees estimated to be less than $100,000.

No work will be awarded to PwC if the ARC or the CFO, as applicable, believe such work would give rise to a ‘self-review’ threat (as defined in APES110-Code of Conduct for Professional Accountants) or would create a conflict, or potential conflict, of interest for PwC or otherwise compromise PwC’s independence.

Details of the amounts paid to PwC during the year, including for any non-audit services provided, are disclosed in Note 5.1 to the Financial Statements of the 2023 Annual Report.

PwC has provided GrainCorp with the required full year certification of independence which is on page 56 of the 2023 Annual Report. GrainCorp’s current Audit Engagement Partner is Eliza Penny.

Management assurance to Directors

The MD and CEO and the CFO have provided a declaration to the Board in relation to the production of GrainCorp’s full year financial statements and reports, as required by Section 295A of the Corporations Act 2001.

Supporting this declaration are certifications of assurance provided by other senior managers, including senior finance managers within GrainCorp. These certifications comprise representations and responses to questions concerning GrainCorp’s financial results, disclosure processes and controls and other matters related to GrainCorp’s external reporting obligations.

The effective control environment established by the Board and reviewed by internal audit as part of its annual review program, supports this declaration. Associated companies and joint ventures which are not controlled by GrainCorp are not covered by this declaration. Further, the declaration provides a reasonable, but not absolute, level of assurance of GrainCorp’s risk management, internal compliance and control systems, but does not imply a guarantee against any adverse events or more volatile conditions and outcomes which may occur in the future.

Verification of periodic corporate reports

GrainCorp has a review process in place which includes verification testing of content and a review and sign-off by management prior to the Board formally approving the release of material public information, including periodic corporate reports that are not audited or reviewed by the external auditor. The process followed is specific to the nature of the relevant announcement or report and includes review by the relevant subject matter expert and review against source documentation. The non-externally audited components of the Annual Report, Sustainability Report and this Corporate Governance Statement have been verified consistent with this process.

GrainCorp Corporate Governance Statement 2023

Principle 5

Make timely and balanced disclosure

Commitment to disclosure

GrainCorp seeks to provide shareholders and other interested parties with quality information in a timely way through the reporting of financial results, the provision of the Annual Report, as well as other announcements and briefings to the market.

GrainCorp is committed to:

Ensuring that its shareholders and other stakeholders are provided with timely and balanced disclosure of all material matters concerning GrainCorp;
Complying with its continuous disclosure obligations as required by the Corporations Act 2001, ASX Listing Rules and the Recommendations; and
Ensuring that all stakeholders have equal and timely access to externally available information issued by GrainCorp.

Continuous Disclosure and Financial Markets Communication Policy (Communication Policy)

GrainCorp’s Communication Policy supports the commitment to a fully informed market in its securities by ensuring that announcements are:

Made to the market (via the ASX Announcement Platform) in a timely manner, are factual and contain all relevant material information; and
Expressed in a clear and objective manner that allows investment community stakeholders to assess the impact of the information when making investment decisions.

Any new or substantive investor or analyst presentation is released on the ASX market announcements platform and the GrainCorp website ahead of any presentation.

GrainCorp’s Company Secretary is responsible for monitoring compliance with the continuous disclosure obligations and for overseeing and coordinating disclosures to the ASX and other interested parties. The Company Secretary is responsible for the release of all communications to shareholders.

The Board approves and receives a copy of all material ASX announcements.

==> picture [596 x 349] intentionally omitted <==

----- Start of picture text -----

The GrainCorp Numurkah canola crush plant in Victoria.
----- End of picture text -----

GrainCorp Corporate Governance Statement 2023

Principle 6

Respect the rights of security holders

Annual General Meeting of Shareholders

GrainCorp recognises the importance of enhancing its relationship with shareholders by:

Communicating effectively.
Providing ready access to clear and balanced information about the Company.
Encouraging participation at Annual General Meetings ( AGM ).

GrainCorp encourages its shareholders to attend the AGM where shareholders receive presentations on GrainCorp’s performance and outlook and can raise any questions concerning the management of GrainCorp, the conduct of the annual audit, as well as questions on resolutions put to the AGM.

The Notice convening the AGM is accompanied by explanatory notes regarding the resolutions to be put to the AGM. A copy of the Notice, with the explanatory notes, is lodged with the ASX and posted on the Company’s website.

Shareholders who are unable to attend the AGM may vote by appointing a proxy using the form provided with the notice, via an online facility or directly through the same online facility. AGMs have been webcasted live so that security holders can follow proceedings online. The webcasts of AGMs are also recorded and made available to view after the AGM on the GrainCorp website.

All resolutions being considered at the AGM are decided by a poll. The results of voting on all resolutions at the AGM are reported to the ASX and posted to the Company’s website as soon as possible after the meeting.

Shareholders are also invited to submit questions in advance of the AGM, so that GrainCorp can ensure issues are suitably considered and addressed.

Access to Company information

The Company’s website provides access to all relevant corporate governance information regarding the Board, Executive Team and Committees, Charters and Company policies, in addition to profiles on the Non-executive Directors and the Executive Team.

Investor relations program

The Company’s investor relations program is designed to promote understanding amongst shareholders and other stakeholders of the Group’s businesses, governance framework, financial and operational performance, and outlook. The investor relations team is responsible for monitoring shareholder feedback.

Throughout the financial year, the investor relations team interacts with institutional investors, private investors, analysts, proxy advisers and the financial media. Roadshows are held following the release of the Half Year results and End of Year results. Feedback from shareholders is reported regularly to the Board.

The Investor section on the Company’s website provides an overview of the business, share price information, analyst coverage, corporate governance and dates for upcoming investor presentations and events.

Electronic communications

Shareholders have the ability to elect to receive communications and other shareholding information electronically. GrainCorp’s share registry is managed by Link Market Services, who can be contacted at: www.linkmarketservices.com.au, gnc@linkmarketservices. com.au, or 1300 883 034. Shareholders can contact GrainCorp electronically by sending an email to [email protected], [email protected], or visiting the website www.graincorp.com.au.

GrainCorp Corporate Governance Statement 2023

Principle 7

Recognise and manage risk

Risks

GrainCorp is one of Australia’s largest agribusinesses and a global food ingredients business, with a significant presence in the storage and logistics of grain and non-grain commodities, the marketing of grain domestically and internationally, the production and marketing of edible oil products, as well as the production of consumer end-products. Risk is, therefore, inherent in GrainCorp’s daily operations and the ability to achieve the Company’s goals depends heavily on how effectively risk is managed.

GrainCorp’s risk management objective is to ensure all material risks are identified and, where practical and economically viable, measures are implemented to mitigate or otherwise manage the impact those risks may have on GrainCorp’s activities.

Risk management framework

GrainCorp’s risk framework consists of the Risk Management Framework and Policy ( Risk Management Policy ), which is largely consistent with the Australian/New Zealand and International Standard on Risk Management: AS/NZS ISO 31000:2018 and applies to all entities within GrainCorp.

The Risk Management Policy:

Provides a systematic approach to risk management aligned to GrainCorp’s strategic objectives.
Defines the processes by which GrainCorp determines its risk appetite and manages risk.
Articulates the roles and accountabilities for the oversight, governance and management of risk within GrainCorp.

Risk management responsibilities and actions

Board of Directors

GrainCorp’s Board is responsible for determining the risk profile, appetite and strategies and for monitoring the integrity of internal controls and other resources, processes and systems to manage and mitigate risks. The Board undertakes an annual review and approval of the design of the risk management framework and sets the risk appetite. The Board has delegated direct oversight of risk management, other than safety, health and environment ( SHE ) and food safety and quality risk management, to the ARC. The Board has delegated to the Executive Team the responsibility for establishing GrainCorp’s risk framework and for implementing the internal controls and other systems and processes to manage risk.

Audit and Risk Committee ( ARC )

Subject to the overriding responsibilities of the Board, the ARC is responsible for overseeing all aspects of risk within GrainCorp, including continuously reviewing the effectiveness of GrainCorp’s risk management framework (for both financial and non-financial risks), processes and controls.

The ARC’s responsibilities with respect to risk management include:

Reviewing and monitoring strategic and operational risks which include, but are not limited to, business trading, emerging, and relevant regulatory risks.
Compliance with applicable laws and regulations as well as GrainCorp’s internal policies and procedures.

The full responsibilities of the ARC are detailed in its Charter.

Information concerning the members of the ARC is detailed at Principle 4 above.

To discharge its responsibilities the ARC receives regular reports from the Executive Team, covering:

Significant accounting matters.
Risk management and performance with respect to enterprise risks, including progress against risk management plans and key performance indicators.
Capital projects progress and performance.
Cyber security progress and performance.
Credit, treasury, liquidity, foreign exchange, derivative, country and sovereign risks.
Any non-compliance of policies, including with the Position and Trading Risk Management Policy.

During the year the ARC:

Reviewed and considered reporting in relation to the matters outlined above.
Reviewed amendments to a number of risk related policies, including the Position and Trading Risk Management Policy and Tax Risk Management Policy.
Reviewed determinations made by the Anti-Bribery & Corruption Review Committee.
Reviewed and set the ‘Independent Assurance Program’ and received assurance reports from second and third line of defence.
Reviewed commodity marketing and trading strategies, including assessment of new customers and markets.
Assessed customer credit reviews and setting of credit and trade limits.
Considered the Group’s approach to data governance and use of generative artificial intelligence.
Considered International Sustainability Standards Board (ISSB) readiness.

GrainCorp Corporate Governance Statement 2023

Principle 7

Recognise and manage risk

Safety, Health and Environment Committee ( SHEC )

The SHEC has specific oversight of the Group’s safety, health and environment, and food safety and quality responsibilities, as delegated by the Board. The SHEC’s objectives are to review, monitor and report to the Board on safety, health and environment and food safety and quality risks, including systems of audit, policies, processes and controls.

The full responsibilities of the SHEC are detailed in its Charter.

The current members of the SHEC are Daniel Mangelsdorf (Chair), Nicki Anderson and Clive Stiff. The MD and CEO, Chief Corporate Affairs Officer & Group General Counsel, Company Secretary, Chief People and Transformation Officer, Chief Operating Officer, General Manager – Risk & Assurance and General Manager – SHE attend all meetings of the SHEC by invitation. Other Executive Team members, senior managers and employees attend meetings as required.

During the year the SHEC:

Considered, approved and monitored progress against the safety, health and environment strategy.
Reviewed safety performance reports, which include information on employee and contractor injuries and actions taken to reduce the risks of injury.
Reviewed environmental compliance matters and remedial actions.
Received and reviewed safety, health and environment specific assurance reports from second and third line of defence.
Received and reviewed reports concerning food safety and quality performance.
Undertook site visits to assist in understanding safety performance and culture.

Sustainability Committee

In 2022, the Board established the Sustainability Committee to provide dedicated oversight of GrainCorp’s Environmental, social and governance ( ESG ), sustainability and climate-related activities. The Sustainability Committee is responsible for ensuring the strategies, policies, culture and management leadership are appropriate to drive GrainCorp’s sustainability performance. In conjunction with the ARC, the Sustainability Committee is responsible for advising the Board on GrainCorp’s risk appetite, tolerance and strategy with respect to sustainability risks and opportunities, and to make recommendations on enhancements to sustainability risk management.

The full responsibilities of the Sustainability Committee are detailed in its Charter.

The current members of the Sustainability Committee are Clive Stiff (Chair), Kathy Grigg and Peter Richards. The MD and CEO, Chief Corporate Affairs Officer & Group General Counsel, General Manager – Sustainability and the Company Secretary attend all meetings as required.

During the year the Sustainability Committee:

Considered, approved and monitored progress against sustainability priority actions and workplan through detailed reporting and deep dive sessions on material topics such as climate change, GrainCorp’s role in sustainable agriculture, greenhouse gas emissions, pathway to setting science-based targets, waste, water, energy and emissions.
Considered developments in the global sustainability reporting frameworks and implications for GrainCorp.
Considered GrainCorp’s approach to responsible sourcing, priority actions and developments in modern slavery reporting.
Considered GrainCorp’s role in sustainability leadership and engagement with customers, growers and industry.

Management and other employees

The MD and CEO, supported by the Executive Team, has been delegated the responsibility for implementing the risk framework across GrainCorp, to ensure all risks identified as unacceptable are managed or mitigated, or otherwise dealt with.

The Executive Team regularly monitors GrainCorp’s risks and reviews the effectiveness of management and mitigation strategies. Corporate strategic and business unit plans are reviewed at least annually, which enables the Executive Team to assess whether GrainCorp’s risk profile has changed – any new risks have emerged, or existing risks increased, decreased or ceased to pose a risk.

The Executive Team has constituted the following committees to assisting in fulfilling certain risk oversight responsibilities:

Management Risk Committee to assist the Executive Team in fulfilling its oversight responsibilities for operational risk management and compliance.
Enterprise Project Management Office to assist the Executive Team in fulfilling its oversight responsibilities for project governance and strategic risk management.
Cyber Security Committee to assist in fulfilling its oversight responsibilities for cyber security risk management.
Data Governance Council to assist the Executive Team in ensuring the consistent and proper handling of data to enable information to be treated as an asset that is readily available to support evidence-based decision making.
Sustainability Management Committee to assist the Executive Team in developing, implementing and monitoring the sustainability strategy, and overseeing the eight working groups, each which is dedicated to GrainCorp’s eight sustainability strategic priorities.

Each business and function within GrainCorp is responsible for conducting risk assessments of its operations as well as developing, maintaining and reviewing relevant risk registers and risk management plans.

GrainCorp Corporate Governance Statement 2023

Principle 7

Recognise and manage risk

Material risk exposures

The Board recognises that adopting sustainable business operations and sound environmental management practices are important to the long-term performance and growth of GrainCorp. There are a number of material risks that could adversely affect GrainCorp’s financial performance objectives. Those risks are listed on pages 39 to 41 of the Directors’ Report in the 2023 Annual Report.

Environmental, social and governance risks and how they are managed are also described in GrainCorp’s 2023 Sustainability Report, which is available on the Company’s website. The Sustainability Report includes detail on GrainCorp’s approach to sustainability, sustainability governance, climate risk management and strategy, our role in sustainable agriculture as well as our sustainability roadmap, outlining the actions GrainCorp has and intends to take to support sustainable growth into the future.

Internal Audit

The Board has appointed the audit firm, KPMG, to manage GrainCorp’s internal audit function ( Internal Audit ).

The role of Internal Audit in relation to financial reporting is to provide the Board, through the ARC, with an effective and independent appraisal of GrainCorp’s internal control framework and an assurance that material risks and compliance obligations are effectively managed. In addition to KPMG, GrainCorp has developed an Independent Assurance Program, which takes a greater holistic view of assurance activities across the Group. KPMG and other external providers are engaged to undertake assurance reviews which are not included in the internal audit of financial reporting and controls.

Internal Audit reports to the ARC and has a direct line of communication to the CFO. An annual audit program is approved by the ARC.

The annual Independent Assurance Program, of which Internal Audit is part, is developed in consultation with the ARC and the Executive Team after considering GrainCorp’s risk profile and appetite.

Representatives of Internal Audit and other external assurance providers (as required) attend all meetings of the ARC and provide regular reports of progress against the annual program and detail any issues which have arisen.

==> picture [596 x 338] intentionally omitted <==

----- Start of picture text -----

Keeping a watchful eye over oil processing
at our West Footscray, Victoria, plant.
----- End of picture text -----

GrainCorp Corporate Governance Statement 2023

Principle 8

Remunerate fairly and responsibly

Remuneration and Nominations Committee

The RNC assists the Board with considering people and remuneration strategies and related issues within GrainCorp, in addition to its ‘nominations’ responsibilities.

The role of the RNC is to ensure that GrainCorp:

Has coherent and transparent remuneration policies and practices that are consistent with the Company’s strategic goals and people objectives, enabling it to attract, motivate and retain employees at all levels.
Fairly and responsibly remunerates Executives and other employees having regard to the performance of the Company, the performance of the Executive or employee and the general remuneration environment.

The responsibilities of the RNC are detailed in its Charter.

Non-executive Director remuneration

The remuneration of Non-executive Directors is by way of a fee and is paid according to the role of the Director on the Board and the Board Committees on which they serve. Non-executive Directors do not participate in other remuneration components, such as performance related short term or long-term incentives which are available to GrainCorp’s Executives and other employees.

Remuneration Report

Details of GrainCorp’s remuneration policies and practices and information relating to the remuneration of its Key Management Personnel ( KMP ) (including Non–executive Directors) are disclosed in the Remuneration Report starting on page 42 of the 2023 Annual Report.

Information concerning the members of the RNC is detailed at Principle 2 above.

Conclusion

Conclusion and summary of compliance with the recommendations

The Board is satisfied with GrainCorp’s level of compliance with the Recommendations but recognises that governance processes require continual monitoring and refinement. The Board reviews GrainCorp’s corporate governance framework regularly to ensure it remains effective, compliant with changing requirements and relevant to GrainCorp’s business. This Corporate Governance Statement is current as at 16 November 2023 and has been approved by the Board.

==> picture [131 x 39] intentionally omitted <==

Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

GrainCorp Limited

ABN/ARBN 60 057 186 035	Financial year ended:
60 057 186 035	30 September 2023

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://www.graincorp.com.au/corporate-governance/ website:

The Corporate Governance Statement is accurate and up to date as at 16 November 2023 and has been approved by the board.

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

Date: 16 November 2023 Name of authorised officer Annerly Squires, Company Secretary authorising lodgement:

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

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

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

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

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

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

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

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

Page 1

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

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should have and disclose a board charter setting out: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management.	☒ and we have disclosed a copy of our board charter at: https://www.graincorp.com.au/corporate-governance/	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.2	A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.	☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.4	The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.	☒	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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

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

Page 2

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
1.5	A listed entity should: (a) have and disclose a diversity policy; (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and (c) disclose in relation to each reporting period: (1) the measurable objectives set for that period to achieve gender diversity; (2) the entity’s progress towards achieving those objectives; and (3) either: (A) the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or (B) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act. If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period.	☒ and we have disclosed a copy of our diversity policy at: https://www.graincorp.com.au/corporate-governance/ and we have disclosed the information referred to in paragraph (c) at page 6 of our Corporate Governance Statement which can be accessed at https://www.graincorp.com.au/corporate-governance/ 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.	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.6	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	☒ and we have disclosed the evaluation process referred to in paragraph (a) at page 4 of our Corporate Governance Statement and whether a performance evaluation was undertaken for the reporting period in accordance with that process at page 4 of our Corporate Governance Statement.	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

Page 3

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
1.7	A listed entity should: (a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	☒ and we have disclosed the evaluation process referred to in paragraph (a) at page 4 of our Corporate Governance Statement and whether a performance evaluation was undertaken for the reporting period in accordance with that process at page 4 of our Corporate Governance Statement.	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

Page 4

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1	The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.	☒ and we have disclosed a copy of the charter of the committee at: https://www.graincorp.com.au/corporate-governance/ and the information referred to in paragraphs (4) and (5) in our Corporate Governance Statement and page 28 of our Annual Report.	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership.	☒ and we have disclosed our board skills matrix at page 9 of our Corporate Governance Statement.	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.3	A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, affiliation or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.	☒ and we have disclosed the names of the directors considered by the board to be independent directors at page 7 of our Corporate Governance Statement. and, where applicable, the information referred to in paragraph (b) at page 103 of our Annual Report – Related Party Transactions and the length of service of each director at page 7 of our Corporate Governance Statement.	☐ set out in our Corporate Governance Statement

Page 5

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
2.4	A majority of the board of a listed entity should be independent directors.	☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.5	The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.6	A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively.	☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1	A listed entity should articulate and disclose its values.	☒ and we have disclosed our values at page 11 of our Corporate Governance Statement.	☐ set out in our Corporate Governance Statement
3.2	A listed entity should: (a) have and disclose a code of conduct for its directors, senior executives and employees; and (b) ensure that the board or a committee of the board is informed of any material breaches of that code.	☒ and we have disclosed our code of conduct at: https://www.graincorp.com.au/corporate-governance/	☐ set out in our Corporate Governance Statement
3.3	A listed entity should: (a) have and disclose a whistleblower policy; and (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy.	☒ https://www.graincorp.com.au/corporate-governance/	☐ set out in our Corporate Governance Statement
3.4	A listed entity should: (a) have and disclose an anti-bribery and corruption policy; and (b) ensure that the board or committee of the board is informed of any material breaches of that policy.	☒ and we have disclosed our anti-bribery and corruption policy at: https://www.graincorp.com.au/corporate-governance/	☐ set out in our Corporate Governance Statement

Page 6

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1	The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non- executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.	☒ and we have disclosed a copy of the charter of the committee at: https://www.graincorp.com.au/corporate-governance/and the information referred to in paragraphs (4) and (5) in our Corporate Governance Statement and pages 24-25 and 28 of our Annual Report.	☐ set out in our Corporate Governance Statement
4.2	The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.	☒	☐ set out in our Corporate Governance Statement
4.3	A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor.	☒	☐ set out in our Corporate Governance Statement

Page 7

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1.	☒ and we have disclosed our continuous disclosure compliance policy at https://www.graincorp.com.au/corporate-governance/	☐ set out in our Corporate Governance Statement
5.2	A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.	☒	☐ set out in our Corporate Governance Statement
5.3	A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation.	☒	☐ set out in our Corporate Governance Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information about itself and its governance to investors via its website.	☒ and we have disclosed information about us and our governance on our website at: https://www.graincorp.com.au/about-us/	☐ set out in our Corporate Governance Statement
6.2	A listed entity should have an investor relations program that facilitates effective two-way communication with investors.	☒	☐ set out in our Corporate Governance Statement
6.3	A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.	☒ and we have disclosed how we facilitate and encourage participation at meetings of security holders at page 15 of our Corporate Governance Statement. Information for shareholders is available on our website athttps://www.graincorp.com.au/shareholder- information/	☐ set out in our Corporate Governance Statement
6.4	A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands.	☒	☐ set out in our Corporate Governance Statement
6.5	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	☒	☐ set out in our Corporate Governance Statement

Page 8

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 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://www.graincorp.com.au/corporate-governance/and the information referred to in paragraphs (4) and (5) in our Corporate Governance Statement and pages 24-25 and 28 of our Annual Report.	☐ set out in our Corporate Governance Statement
7.2	The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the board; and (b) disclose, in relation to each reporting period, whether such a review has taken place.	☒ and we have disclosed whether a review of the entity’s risk management framework was undertaken during the reporting period at page 2 of our Corporate Governance Statement.	☐ set out in our Corporate Governance Statement
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 how our internal audit function is structured and what role it performs at page 18 of our Corporate Governance Statement.	☐ set out in our Corporate Governance Statement

Page 9

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
7.4	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 page 18 of our Corporate Governance Statement and at pages 39-41 in our Annual Report.	☐ set out in our Corporate Governance Statement

Page 10

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.	☒ and we have disclosed a copy of the charter of the committee at: https://www.graincorp.com.au/corporate-governance/ and the information referred to in paragraphs (4) and (5) in our Corporate Governance Statement and pages 24-25 and 28 of our Annual Report.	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
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 page 42 to 55 in our Annual Report.	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
8.3	A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.	☒ and we have disclosed our policy on this issue or a summary of it at: https://www.graincorp.com.au/corporate-governance/	☐ set out in our Corporate Governance StatementOR ☐ we do not have an equity-based remuneration scheme and this recommendation is therefore not applicable OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

Page 11

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

AI assistant

GRAINCORP LIMITED — Governance Information 2023

65001_rns_2023-11-15_a3d98bdc-fdc1-44db-9d09-a50814f15914.pdf

Corporate Governance Statement 2023

Introduction

GrainCorp Limited’s ( GrainCorp or the Company ) Corporate Governance Statement outlines the governance framework the Company’s board of directors ( Board ) has adopted for all entities in the GrainCorp Group.

Annual overview

Reporting suite 2023

Principle 1

Lay solid foundations for management and oversight

Primary objective of the Board

GrainCorp’s governance structure

Board of Directors

Principle 1

Lay solid foundations for management and oversight

Board Charter

Delegation to the Managing Director & Chief Executive Officer

Board composition, selection and appointment of new directors

The Company Secretary

Evaluation of Board performance

Evaluation of Executive Team performance

Principle 1

Lay solid foundations for management and oversight

Board and Committee meetings

Diversity and Inclusion

Principle 1

Lay solid foundations for management and oversight

Gender diversity

Further information

Employees by Country[*1]

Principle 2

Structure the Board to add value

Structure of the Board

Board independence

Conflicts of interest

Access to information and independent advice

Principle 2

Structure the Board to add value

Tenure and election at Annual General Meetings

Board Committees

Remuneration and Nominations Committee

Principle 2

Structure the Board to add value

Board skills, experience and attributes

Principle 2

Structure the Board to add value

Director induction, training and ongoing development

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

Code of Conduct

Dealing in GrainCorp securities

We do what’s right

We care

We deliver

We stay safe

Principle 3

Instil a culture of acting lawfully, ethically and responsibly

Whistleblower protection

Anti-bribery and corruption

Political donations

Principle 4

Safeguard integrity in financial reporting

Audit and Risk Committee (ARC)

External audit

Management assurance to Directors

Verification of periodic corporate reports

Principle 5

Make timely and balanced disclosure

Commitment to disclosure

Continuous Disclosure and Financial Markets Communication Policy (Communication Policy)

Principle 6

Respect the rights of security holders

Annual General Meeting of Shareholders

Access to Company information

Investor relations program

Electronic communications

Principle 7

Recognise and manage risk

Risks

Risk management framework

Risk management responsibilities and actions

GRAINCORP LIMITED Governance Information 2023