HUMM GROUP LIMITED - Governance Information 2021

==> picture [596 x 169] intentionally omitted <==

19 August 2021

Appendix 4G and 2021 Corporate Governance Statement

humm group limited (ASX: HUM) attaches its Appendix 4G and 2021 Corporate Governance Statement.

-ENDS-

Authorised for release by the humm group Board of Directors.

Investor Relations Contact Media Contact Suk Hee Lee – Head of Investor Relations Roger Newby – Domestique Consulting +61 433 343 888 +61 401 278 906

ABOUT HUMMGROUP

humm group is revolutionising the way people pay. humm group has developed some of Australia and New Zealand’s most exciting and accessible consumer finance products including humm , bundll , humm 90 and humm pro. humm group continues to design products around the core needs of financially savvy consumers spanning millennial spenders through to young families and SMEs. humm group facilitates purchases for 2.7 million customers and operates in Australia, New Zealand, Ireland and the United Kingdom.

humm group limited ACN 122 574 583 Level 1, 121 Harrington St, The Rocks, NSW 2000 Tel.+61-2-8905-2000

Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Name of entity	Name of entity

humm group limited (ASX:HUM)
ABN/ARBN 75 122 574 583	Financial year ended:
75 122 574 583	30 June 2021

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

These pages of our ☐ annual report: This URL on our x https://investors.humm-group.com/Investor-Centre/ website:

The Corporate Governance Statement is accurate and up to date as at 19 August 2021 and has been approved by the board.

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

Date: 19 August 2021 Name of authorised officer Isobel Rogerson authorising lodgement:

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

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

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

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

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

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

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

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

Page 1

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

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof the period above. We have disclosed this in our Corporate Governance Statement:
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should have and disclose a board charter setting out: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management.	🗸 and we have disclosed a copy of our board charter at: https://investors.humm-group.com/Investor- Centre/?page=corporate-governance
1.2	A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.	🗸
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	🗸
1.4	The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.	🗸

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

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

Page 2

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof 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://investors.humm-group.com/Investor- Centre/?page=corporate-governance and we have disclosed the information referred to in paragraph (c) at: our Corporate Governance Statement https://investors.humm-group.com/Investor- Centre/?page=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.

Page 3

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof 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
1.6	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	🗸 and we have disclosed the evaluation process referred to in paragraph (a) at: our Corporate Governance Statement https://investors.humm-group.com/Investor- Centre/?page=corporate-governance and whether a performance evaluation was undertaken for the reporting period in accordance with that process at: our Corporate Governance Statement https://investors.humm-group.com/Investor- Centre/?page=corporate-governance
1.7	A listed entity should: (a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	🗸 and we have disclosed the evaluation process referred to in paragraph (a) at: our Corporate Governance Statement https://investors.humm-group.com/Investor- Centre/?page=corporate-governance and whether a performance evaluation was undertaken for the reporting period in accordance with that process at: our Corporate Governance Statement https://investors.humm-group.com/Investor- Centre/?page=corporate-governance

Page 4

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof 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.	We have disclosed a copy of the charter of the committee at: https://investors.humm-group.com/Investor- Centre/?page=corporate-governance and the information referred to in paragraphs (4) and (5) at: Consolidated Financial Report https://investors.humm-group.com/Investor- Centre/	🗸 set out in our Corporate Governance Statement
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership.	🗸 and we have disclosed our board skills matrix at: our Corporate Governance Statement https://investors.humm-group.com/Investor- Centre/?page=corporate-governance

Page 5

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof 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
2.3	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: our Corporate Governance Statement https://investors.humm-group.com/Investor- Centre/?page=corporate-governance and, where applicable, the information referred to in paragraph (b) at: our Corporate Governance Statement https://investors.humm-group.com/Investor- Centre/?page=corporate-governance and the length of service of each director at: Consolidated Financial Report https://investors.humm-group.com/Investor- Centre/
2.4	A majority of the board of a listed entity should be independent directors.	🗸
2.5	The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.		🗸 set out in our Corporate Governance Statement
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.	🗸

Page 6

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof the period above. We have disclosed this in our Corporate Governance Statement:
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: our Corporate Governance Statement https://investors.humm-group.com/Investor- Centre/?page=corporate-governance
3.2	A listed entity should: (a) have and disclose a code of conduct for its directors, senior executives and employees; and (b) ensure that the board or a committee of the board is informed of any material breaches of that code.	🗸 and we have disclosed our Code of Conduct at: https://investors.humm-group.com/Investor- Centre/?page=corporate-governance
3.3	A listed entity should: (a) have and disclose a whistleblower policy; and (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy.	🗸 and we have disclosed our Whistleblower Protection Policy at: https://investors.humm-group.com/Investor- Centre/?page=corporate-governance
3.4	A listed entity should: (a) have and disclose an anti-bribery and corruption policy; and (b) ensure that the board or committee of the board is informed of any material breaches of that policy.	🗸 and we have disclosed our Anti-bribery and Corruption Policy at: https://investors.humm-group.com/Investor- Centre/?page=corporate-governance

Page 7

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof 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.	We have disclosed a copy of the charter of the committee at: https://investors.humm-group.com/Investor- Centre/?page=corporate-governance and the information referred to in paragraphs (4) and (5) at: Consolidated Financial Report https://investors.humm-group.com/Investor- Centre/	🗸set out in our Corporate Governance Statement

Page 8

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof the period above. We have disclosed this 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.	🗸
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.	🗸
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1.	🗸 and we have disclosed our continuous disclosure compliance policy at: https://investors.humm-group.com/Investor- Centre/?page=corporate-governance
5.2	A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.	🗸
5.3	A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation.	🗸

Page 9

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof the period above. We have disclosed this 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: our Corporate Governance Statement https://investors.humm-group.com/Investor- Centre/?page=corporate-governance
6.2	A listed entity should have an investor relations program that facilitates effective two-way communication with investors.	🗸
6.3	A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.	🗸 and we have disclosed how we facilitate and encourage participation at meetings of security holders at: our Corporate Governance Statement https://investors.humm-group.com/Investor- Centre/?page=corporate-governance
6.4	A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands.	🗸
6.5	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	🗸

Page 10

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof 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.	We have disclosed a copy of the charter of the committee at: https://investors.humm-group.com/Investor- Centre/?page=corporate-governance and the information referred to in paragraphs (4) and (5) at: Consolidated Financial Report https://investors.humm-group.com/Investor- Centre/	🗸 set out in our Corporate Governance Statement
7.2	The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the board; and (b) disclose, in relation to each reporting period, whether such a review has taken place.	🗸 and we have disclosed whether a review of the entity’s risk management framework was undertaken during the reporting period at: our Corporate Governance Statement https://investors.humm-group.com/Investor- Centre/?page=corporate-governance

Page 11

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
7.3	A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes.	🗸 and we have disclosed how our internal audit function is structured and what role it performs at: our Corporate Governance Statement https://investors.humm-group.com/Investor- Centre/?page=corporate-governance
7.4	A listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does, how it manages or intends to manage those risks.	🗸 and we have disclosed whether we have any material exposure to environmental and social risks at: https://investors.humm-group.com/Investor- Centre/?page=corporate-governance

Page 12

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof 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.	We have disclosed a copy of the charter of the committee at: https://investors.humm-group.com/Investor- Centre/?page=corporate-governance and the information referred to in paragraphs (4) and (5) at: Consolidated Financial Report https://investors.humm-group.com/Investor- Centre/	🗸 set out in our Corporate Governance Statement
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: Consolidated Financial Report https://investors.humm-group.com/Investor- Centre/

Page 13

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof 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
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: Consolidated Financial Report https://investors.humm-group.com/Investor- Centre/
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1	A listed entity with a director who does not speak the language in which board or security holder meetings are held or key corporate documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the discussions at those meetings and understands and can discharge their obligations in relation to those documents.	N/A	N/A
9.2	A listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time.	N/A	N/A
9.3	A listed entity established outside Australia, and an externally managed listed entity that has an AGM, should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.	N/A	N/A

Page 14

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-	Alternative to Recommendation 1.1 for externally managed listed entities: The responsible entity of an externally managed listed entity should disclose: (a) the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; and (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements.	N/A	N/A
-	Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities: An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager.	N/A	N/A

Page 15

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

==> picture [263 x 42] intentionally omitted <==

2021 CORPORATE GOVERNANCE STATEMENT

This Corporate Governance Statement sets out details of humm group limited’s (ABN 75 122 574 583) (“the Company”, “the Group” or “ humm group”) corporate governance practices for the year ended 30 June 2021 (“Reporting Period”) including the Company’s position in respect of each of the Australian Securities Exchange (“ASX”) Corporate Governance Council’s (“ASX CGC”) Corporate Governance Principles and Recommendations 4th Edition (“Recommendations”).

As recommended by the ASX CGC, information in relation to corporate governance practices is publicly available - - = - on the Company’s website at https://investors.humm group.com/Investor Centre/?page corporate governance

The Board has established a framework of processes and guidelines for the Company that includes corporate policies and monitoring procedures, financial and operational business risk management and internal control systems, and standards for ensuring lawful and ethical conduct.

As at the date of this Corporate Governance Statement, the Board is majority independent and consists of Mr Andrew Abercrombie (Chair), Ms Christine Christian AO (Deputy Chair), Mr Rajeev Dhawan, Ms Carole Campbell, Mr John Wylie AM and Mr Alistair Muir.

All Board Committees, including the newly established Technology Committee, are chaired by Non-Executive Directors. The Company's Audit Committee, Risk and Compliance Committee, and People and Remuneration Committee are entirely independent in composition.

Mr Abercrombie indirectly holds approximately 20.1% of the shares currently on issue in the Company and as the former CEO, is not regarded as being an independent Director. The Board believes that Mr Abercrombie is best placed to act as Chair of both the Board and the Nomination Committee given his extensive corporate knowledge and understanding of the Company.

Mr Wylie is principal at Tanarra Capital Pty Ltd, which has an interest in approximately 5.5% of the shares currently on issue in the Company. Mr Wylie is not considered to be an independent Director.

This Corporate Governance Statement is current as at 19 August 2021, and has been approved by the Board of the Company.

PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT Recommendation 1.1 – Have and disclose a Board Charter

Board responsibilities

The Board has overall responsibility for the conduct and governance of the Company including providing strategic guidance and effective oversight of management. The Board’s role and responsibilities are formalised in the Board Charter, which defines the matters reserved for the Board and its Committees and those responsibilities delegated to the Chief Executive Officer (“CEO”) and management. A copy of the Board Charter – and all Board - - Committee Charters – is available on the Company’s website at https://investors.humm group.com/Investor = - Centre/?page corporate governance

Within the scope of the governance framework established by the Board, management of the business and operations of the Company is delegated to the CEO, subject to the oversight and supervision of the Board.

The Board’s responsibilities include:

overseeing the development of the Company’s corporate strategy and reviewing and approving strategy plans and performance objectives developed by management, including monitoring of the implementation of the plans;
appointing the CEO, the Chief Financial Officer (“CFO”) and Company Secretary and approving other key executive (direct reports to the CEO) appointments and planning for key executive succession;
monitoring the performance of the CEO and other senior executives of the Company against strategy;
reviewing and approving remuneration for the senior executives of the Company;
monitoring the operational and financial position and performance of the Company;
requiring that financial and other reporting mechanisms are put in place which result in accurate and timely information being provided to the Board and the Company’s shareholders and the financial market as a whole being fully informed of all material developments relating to the Company;
approving the Company’s budgets and business plans and monitoring the management of the Company’s capital, including the progress of any major capital expenditures, acquisitions or divestitures;
ensuring effective communication with shareholders, and establishing policies to govern the Company’s relationship with other stakeholders;
utilising procedures to ensure that financial results are appropriately and accurately reported on a timely basis in accordance with all legal and statutory requirements;
identifying the principal risks faced by the Company and requiring management to establish and implement appropriate internal controls and monitoring systems to manage and reduce the impact of these risks;
actively promoting ethical and responsible decision making, including through humm group’s Code of Conduct;
adopting appropriate procedures to ensure compliance with all laws, governmental regulations and accounting standards;
approving and reviewing from time to time, the Company’s internal compliance procedures, including any codes of conduct and taking all reasonable steps to ensure that the business of the Company is conducted in an open and ethical manner; and
regularly reviewing and to the extent necessary, amending the Board Charter.

To facilitate the execution of its responsibilities, the Board has established different Committees to oversee and report to the Board on areas of responsibility. All Directors are entitled to receive all Committee papers, are provided with minutes of all Committee meetings, and are entitled to attend any Committee meeting. Each Committee reports to the next Board meeting. The Board has established the following Committees, with the compositions as noted.

Details of the number of meetings of the Board and of each Committee held during the Reporting Period and of each Director’s attendance at those meetings are set out in the Directors’ Report in the Annual Report.

Audit Committee

Audit Committee
Name	Position	Duration
Carole Campbell	Chair	Whole Reporting Period
Christine Christian	Member	Whole Reporting Period
Jodie Leonard	Member	Part Reporting Period

The Audit Committee’s role is to assist the Board in carrying out its accounting, auditing and financial reporting responsibilities, including oversight of:

(a) Improving the credibility and objectivity of the accountability process, including financial reporting;
(b) The effectiveness of the internal and external audit functions and providing a forum for communication between the Board and the internal and external auditor;
(c) Ensuring the independence of the external auditor;
(d) Providing a structured reporting line for internal audit and monitoring the objectivity and independence of the internal auditor;
(e) Assuring the quality of internal and external reporting of financial and non-financial information; and
(f) Ensuring that whistle blower issues are actively followed up.

Risk and Compliance Committee


Risk and Compliance	Committee
Name	Position	Duration
Christine Christian	Chair	Whole Reporting Period
Rajeev Dhawan	Member	Whole Reporting Period
Carlos da Silva	Advisory Member	Part of Reporting Period

The role of the Risk and Compliance Committee is to assist the Board in fulfilling its corporate governance and oversight responsibilities in relation to the Group’s risk appetite statement, risk management strategy, risk management framework and risk management function.

People and Remuneration Committee

People and Remuneration Committee

eople and Remuneration Committee	eople and Remuneration Committee	eople and Remuneration Committee
People and Remuneration Committee
Name	Position	Duration
Jodie Leonard	Chair	Part Reporting Period
Rajeev Dhawan	Member Chair	Whole Reporting Period Part ReportingPeriod
Carole Campbell	Member	Whole Reporting Period

The People and Remuneration Committee (formerly known as the Remuneration Committee) assists and advises the Board on remuneration policies and practices for the Board, the CEO, the CFO, senior management and other persons whose activities, individually or collectively, affect the financial and reputational soundness of the Company. The policies and practices are designed to:

(a) enable the Company to attract, retain and motivate Directors, executives and employees who will create value for shareholders;
(b) be fair and appropriate having regard to the performance of the Company and the relevant Director, executive or employee; and
(c) comply with relevant legal requirements.

Nomination Committee

omination Committee	omination Committee
Nomination Committee
Name	Position	Duration
Andrew Abercrombie	Chair	Whole Reporting Period
Rajeev Dhawan	Member	Whole Reporting Period
Christine Christian	Member	Whole Reporting Period

The Nomination Committee is responsible for supporting the Board in determining the size and composition of the Board such that it is conducive to making appropriate decisions in the best interests of the Company. The Nomination Committee met during the year to oversee the process for recruiting a new Director. Its other duties were met either by the People and Remuneration Committee, or by the Board itself.

Technology Committee

echnology Committee	echnology Committee
Technology Committee
Name	Position	Duration
Alistair Muir	Chair	Part Reporting Period
Andrew Abercrombie	Member	Part Reporting Period

During the period the Board established the Technology Committee. The Technology Committee is responsible for supporting the Board oversee the end-to-end digital delivery of humm group’s products and services. This includes through monitoring the investment in the IT architecture, infrastructure and support systems and data management; overseeing the digital ecosystem and customer experience; providing oversight to humm group’s IT and data functions including IT strategy; monitoring the development and implementation of humm group’s capital works program; and overseeing technology strategy, digital ecosystem and customer experience, and the mitigation and management of risks associated with these activities.

Management responsibilities

The management of the Company and its businesses and affairs is the responsibility of the CEO and the senior executives including:

developing business plans, budgets and strategies for the Board’s consideration and, subject to the Board’s approval, implementing these plans, budgets and strategies;
operating the Company within the business parameters set by the Board and, where the proposed transactions, commitments or arrangements exceed those parameters, referring the matter to the Board for consideration and approval;
identifying and managing operational and other risks where those risks could have a material impact on the Company’s business, formulating strategies for managing these risks for consideration by the Board and, subject to the Board’s approval, implementing these strategies;
managing the Company’s current financial and other reporting mechanisms together with managing day-today operations within the budget;
implementing the Company’s internal controls and procedures for monitoring these controls and ensuring that these controls and procedures are appropriate and effective;
providing the Board with accurate and sufficient information regarding the Company’s operations on a timely basis and in particular ensuring that the Board is made aware of all relevant matters relating to the Company’s performance (including future performance), financial condition, operating results and prospects and potential material risks so that the Board is in an appropriate position to fulfil its corporate governance responsibilities; and
implementing all policies, processes and codes of conduct approved by the Board.

Directors’ Independent advice

Directors are empowered to seek independent professional advice they feel is necessary to perform their responsibilities and duties as a Director. The Company will reimburse Directors for all reasonable expenses incurred in obtaining this advice, and, where appropriate, a copy of the advice will be made available to the Board on request.

Recommendation 1.2 – undertake checks before appointment and provide shareholders with information

The Nomination Committee manages the process for the selection and appointment of new Directors to the Board. The Nomination Committee identifies candidates with appropriate skills, knowledge, experience, independence and expertise and recommends them to the Board. The written letter of appointment with each Director outlines the Company’s expectations in relation to the time commitment expected from the Director, and includes the Director’s confirmation that they will be able to devote sufficient time to appropriately performing their duties and responsibilities.

The Company undertakes appropriate background and screening checks prior to nominating a Director for appointment to fill a casual vacancy or be proposed for election by the shareholders.

Shareholders are provided with all material information in the Company’s possession concerning the Director standing for election or re-election in the explanatory notes accompanying the notice of general meeting, including a statement by the Board as to whether it supports the election or re-election of the Director and a summary of the reasons why.

Recommendation 1.3 – have a written agreement with Directors

All Non-Executive Directors, including those appointed by the Board to fill a casual vacancy, are engaged by a written letter of appointment setting out the terms and conditions of their appointment. A review of the letter of appointment was conducted during the year to confirm the matters outlined in the Recommendations are appropriately addressed.

Those Directors filling a casual vacancy are required to stand for election by the shareholders at the next Annual General Meeting following their appointment.

Any Executive Director and other senior executives enter into written agreements with the Company setting out the terms of their appointment and employment.

Recommendation 1.4 – Company Secretary is accountable to the Board

The Company Secretary attends all scheduled meetings of the Board and is accountable to the Board through the Chair. The Company Secretary is responsible for, amongst other things:

ensuring that the Company complies with its statutory requirements;
helping to organise and facilitate the induction and professional development of Directors;
monitoring compliance with Board policy and procedures;
accurately capturing the Board and Committee business in minutes of the meetings;
coordinating the timely distribution of papers to the Board and Committees;
advising the Board and its Committees on governance matters; and
ensuring that the Company complies with its requirements under the Corporations Act 2001 (Cth) (“Corporations Act”) and ASX Listing Rules.

Recommendation 1.5 – have and disclose a Diversity Policy

The Company has a Diversity Statement which ensures that there is adequate focus on meeting our diversity agenda and recognising and valuing the contribution of people from different backgrounds, with different perspectives and experiences (which in turn benefits our business as a whole). humm group recognises the value of recruiting, developing and retaining employees from a diverse range of backgrounds, genders, knowledge, experience and abilities.

The Board believes that diversity - which includes, but is not limited to, gender, ethnicity, cultural background, disability, religion, sexual orientation or age – is a key business priority and aims to support the leadership team in the creation of a workplace where everyone can reach their full potential. There is a strong commitment to providing a working environment based on the principles of equal opportunity and diversity, and ensuring that decisions in the workplace are based on merit and business needs.

The Board:

reviews the Diversity Statement from time to time to ensure consistency with best practice;
has established the measurable objectives set out below to focus on achieving gender diversity at the Board and senior executive level; and
annually assesses both the measurable objectives for achieving gender diversity and the progress in achieving them.

Diversity and Inclusion at humm group

humm group encourages diversity and inclusion across our business in a number of ways. Our recruitment, promotion or remuneration decisions are based on performance and capabilities. We also ensure that we have clear, readily available policies underpinning our operating model and business processes, and we actively support programs within our business that support diversity and inclusiveness.

We are proud to support a diverse range of customers. It is important to us that our internal team is reflective of our customer base and that we have an inclusive work environment, which translates into our customer interactions. We believe that a strong and diverse internal workforce can provide a great experience for our customers.

humm group is committed not only to the principles of equal opportunity employment, but also to the provision of a work environment that is free from unlawful discrimination, harassment, victimisation and bullying.

Results against Key Gender Metrics for 2021

Two key gender diversity target areas were set for the Reporting Period:

Female representation at a Board level and
Female representation at an Executive Team level

Female Representation as at 30 June 2021	Female Representation as at 30 June 2021
Measure	Result
Meet or exceed the ASX guideline of	33%
30% Female representation among
the Non-Executive Directors
≥ 30% female representation on the	29%
Executive team

We take inclusion and diversity into account when making all appointments and promotions. We also work closely with our recruitment agency partners when recruiting for new roles to make them aware of our diversity policies including our focus on gender diversity, and on providing part time or flexible positions.

humm group has a focus on ensuring that there is a strong and practical support to encourage gender diversity within the organisation, and was once again compliant with the Workplace Gender Equality Act 2012 during the Reporting Period.

At the end of the Reporting Period, humm group had approximately 46% female employees.

Key Metrics for 2022

Female representation at both a Board and Executive Team level will carry over as key focus areas into the next reporting period.

The key metrics are outlined below:

Measure	Objective
Female representation –	Meet or exceed the ASX
Board among the Non-	guideline of 30%
Executive Directors
Female representation on	30% (adopting the same metric
the Executive team	as used for Board
	representation)

Employee Engagement and Training

Initiatives aimed at improving the level of engagement of our employees across all ages, gender and backgrounds have continued during the Reporting Period. In addition to the development initiatives which form part of our regular talent and succession planning processes across all levels of the organisation, we have placed a strong emphasis on building a strong internal employee community as well as encouraging

contributions to our broader external community.

Learning and development are integral parts of our engagement initiatives and the Company provides all employees with a range of opportunities to improve their skills, capability and knowledge via courses created and designed by our Learning and Development team or specialised external facilitators. Categories covered include leadership training (including the Coaches as Leaders program), product and system training, as well as compliance and induction. Further information regarding humm group’s training and employee development initiatives can be found in the Sustainability Report in the Annual Report.

Recommendation 1.6 – periodically evaluate Board, Committee and Director performance

The Company has a process for periodically evaluating the performance of the Board, its Committees and individual Directors.

The People and Remuneration Committee is responsible for determining the process for evaluating the performance of the Board, its Committees and individual Directors. During the Reporting Period, and given the changes in the Board and Committee composition, it was determined to conduct the evaluation process for the Board and Committees for the calendar, rather than financial year. (The evaluations were last conducted at the conclusion of the financial year ended 30 June 2020.) As with the previous year, the evaluations are planned to be conducted internally.

Recommendation 1.7 – annually evaluate Senior Executive performance

The Company has a process for periodically evaluating the performance of the CEO and other senior Executives.

The Board, in conjunction with the People and Remuneration Committee, is responsible for approving performance objectives for the CEO and other senior executives and evaluating the performance of each senior executive against these objectives. The objectives are set for each senior executive at the beginning of each financial year and reflect specific financial and non-financial metrics, which are aligned to the Company’s strategy.

The performance of each senior executive in respect of a financial year is measured against those metrics.

A performance evaluation of senior executives was undertaken for the Reporting Period in accordance with the above process.

Remuneration is reviewed annually by the People and Remuneration Committee in line with the financial year and is dependent on each senior executive’s performance against their objectives. Any increases to executive remuneration are approved by the Board and effective from 1 July, following the annual performance review.

There is further detail in the Annual Report on the performance objectives and the performance of each of the Executive Key Management Personnel (“KMP”), who were, at 30 June 2021, the Group CEO, the Deputy Group CEO and the CFO.

PRINCIPLE 2 – STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE Recommendation 2.1 – have a Nomination Committee and disclose its Charter

The Board has a Nomination Committee, which has adopted a Nomination Committee Charter, disclosed on - - = - the Company’s website at https://investors.humm group.com/Investor Centre/?page corporate governance. The Committee is established in accordance with the Company’s constitution and authorised by the Board to assist it in fulfilling its statutory, fiduciary and regulatory responsibilities. It has the authority and power to exercise the role and responsibilities set out in its charter and under any separate resolutions of the Board.

The Nomination Committee will meet as required to assist and advise the Board on:

Director selection and appointment practices;
Board composition;
establishing and maintaining a diversity policy to outline the Company’s commitment to diversity and inclusion in the workplace;
developing and reviewing induction procedures for new appointees to the Board;
succession planning for the Board and senior management; and
ensuring the Board is of a size and composition conducive to making appropriate decisions, with the benefit of a variety of perspectives and skills, and in the best interests of the Company as a whole.

The Nomination Committee met during the Reporting Period as part of the recruitment of a new Director.

The Board and People and Remuneration Committee otherwise assumed responsibility for attending to the matters which would otherwise have been undertaken by the Nomination Committee.

Recommendation 2.2 – have and disclose a Board skills matrix

Board skills matrix benchmarking table

For the Reporting Period, the Board retained the skills matrix below, and added to the skills of the Board by appointing Mr Alistair Muir, with expertise in Technology.

The Board has determined the Directors collectively had the range of skills, knowledge and experience necessary to meet the Board’s responsibilities and objectives and direct the Company. The Non-Executive Directors contributed operational knowledge, an understanding of the industry in which the Company operates, knowledge of financial markets, and an understanding of the health, safety, sustainability and stakeholder matters that are important to the Company. The next review of the skills matrix is planned to align with the Board evaluation process, to be conducted for the 2021 calendar year.

Skills matrix

Skill Set Management & Leadership International Business Legal Audit and Finance Mergers & Acquisitions Industry experience Risk Management Marketing, Communications & Business Development Technology Listed Entity

Recommendation 2.3 – disclose independence of Directors

As at the date of this Corporate Governance Statement, all the Directors were Non-Executive Directors, with the Board determining that each of the Non-Executive Directors (other than the Chair and Mr Wylie) were independent.

Determination of a Non-Executive Director’s independence is based on the Board’s individual and on-going assessment that the Director is free of any material relationship (other than as a consequence of being a Director) that could be reasonably considered to interfere with the exercise of their independent judgement and conflict with the interests of the Company.

A “material relationship” includes a direct or indirect relationship that could reasonably be considered to influence, in a material way, a Director’s decision in relation to the Company. When considering whether a relationship is “material”, the Board will consider the materiality to each of the Company, the Director and the person or organisation with which the Director is related (for example, as a customer or supplier). The Board has not set quantitative materiality thresholds to be used in assessing whether a relationship is a “material relationship” and it considers all relationships on a case-by-case basis.

The Board regularly reviews the independence of each Director. The Board has determined that, other than Messrs Abercrombie and Wylie, all Directors are independent based on the factors outlined above. Any Director who considers that he or she has, or may have, a conflict of interest or a material personal interest in any matter concerning the Company is required to give the Directors immediate notice of the interest.

Details of each person who acted as Director during the Reporting Period, including length of service, skills, experience, relevant qualifications and expertise, are set out in the Annual Report.

Recommendation 2.4 – have a majority of independent Directors

During the Reporting Period, the Board was composed of a majority of independent Non-Executive Directors.

Recommendation 2.5 – Board chair should be independent

The Chair, Mr Abercrombie, is not considered an independent Director as he indirectly holds approximately 20.1% of the shares currently on issue in the Company. Mr Abercrombie is a founding Director of the

Company and the Board has determined that his chairmanship is of significant benefit to the Company and the Group due to his long-standing contribution to, and association with, the Company and his corporate knowledge, industry knowledge and associations.

Ms Christian continues to act as Deputy Chair and will assume the role of Chair of the Board when Mr Abercrombie has a potential conflict of interest or lack of independence in a matter before the Board.

Recommendation 2.6 – have a Director induction program, and review Director professional development

Induction is provided to all new Directors which includes formal discussions with each of the Chair, CEO, and senior executives. The induction materials include information about the Company’s strategy, culture, values, key policies, the Company’s financial, operational and risk management position, Company constitution, the rights and responsibilities of Directors, and the role of the Board and its Committees.

All Directors are expected to maintain the skills required to discharge their obligations. The Company provides professional development opportunities for Directors to develop and maintain their skills and knowledge.

PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY

Recommendation 3.1 – articulate and disclose the values

humm group has five clearly articulated values which it has embedded into its systems and policies, including the Code of Conduct. Every day our people (our “hummbassadors”) are recognised internally by their peers and leaders, and rewarded for how they have demonstrated one or more of the values.

At humm group we articulate our values through “how we humm”, and by use of our “F-words”: Feel their world, Famous for delivery, Focus on impact, Feed your mind, and #FTB.

Recommendation 3.2 – have and disclose a code of conduct

Code of Conduct

The Company has a formal Code of Conduct to which all Directors, Officers, Executives and employees of the Company and its subsidiaries are required to adhere, together with a comprehensive range of corporate policies which details the framework for acceptable corporate behaviour. The Code of Conduct also applies to humm group’s contractors, consultants and associates. Together, the Code of Conduct and supporting policies set out the expectations in relation to a range of areas including share trading, employment practices and regulatory compliance. The corporate policies are reviewed periodically.

The Code of Conduct outlines the rules of behaviour humm group has established for employees and is recognised as one of the Company’s most important documents because how things are done is just as important as what is done.

humm group’s Code of Conduct includes the behaviours that humm group considers to be non-negotiable, which come back to two simple concepts:

We’re respectful – yes, we’re all different, but that’s what makes us stronger. We want people to think and look and act differently, we want people to fight the bureaucracy, but we always do that respectfully – whether it’s in our conversations or emails, our personal presentation, or our behaviour;
We behave ethically – but we don’t do it because we have to, we do it because we want to. We act in line with community standards and expectations – whether that’s towards our customers (our buyers and our sellers) or our colleagues.

A copy of the Code of Conduct, which also contains the humm group Diversity Statement, is available on the Company’s website at https://investors.humm-group.com/Investor-Centre/?page=corporate-governance .

Recommendation 3.3 – have and disclose a whistleblower policy

humm group believes in and is committed to having a corporate culture where ethical and good behaviour is promoted and recognised, and employees and contractors are encouraged to report unethical, unlawful or undesirable conduct without fear of disadvantage, intimidation, reprisals or retaliatory action. This applies even if the report is subsequently determined to be incorrect or is not substantiated (as long as the report is made honestly).

At humm group we want to provide our people with a safe environment, where we all feel comfortable about raising concerns about actual, suspected or anticipated wrongdoing within humm group, and have in place a

Whistle-blower Protection Policy which can be found on the Company’s website: https://investors.humm - = - group.com/Investor Centre/?page corporate governance

The Audit Committee receives updates on any material matters reported under the policy.

Recommendation 3.4 – have and disclose an anti-bribery and corruption policy

humm group recognises the importance of having oversight of risks associated with conflicts of interest and, at the extreme, issues associate with bribery and corruption, as each may be indicative of issues associated with the Company’s culture. In June 2020, the Risk and Compliance Committee approved, in support of the Company’s existing conflict of interest management practises, a new Anti-Bribery and Corruption Policy. The policy was developed by reference to, amongst other things, the guidance contained in the Recommendations, but was not in place for the whole of the Reporting Period. The Risk and Compliance Committee will continue to have oversight of this area, and will receive reporting of any material incidents of bribery or corruption, and consequent actions taken.

A copy of the Company’s Anti-Bribery and Corruption Policy is available on the Company’s website at - - = - https://investors.humm group.com/Investor Centre/?page corporate governance

Policy on Trading in Company’s Securities

Director and employee share trading is subject to the Company’s Securities Trading Policy, which restricts the times when a Director or employee can purchase or sell Company securities. Directors and employees (and their immediate family members and closely connected persons and entities) are only permitted to acquire and sell the Company’s shares when they are not in possession of price sensitive information that is not generally available to the market.

During the Reporting Period the Securities Trading Policy was reviewed and updated to introduce trading windows, and new pre-trade notification obligations. The policy retains the prohibition on employees, who include KMP, from dealing in humm group shares from the close of market trading of the half year-end and full year-end periods and midday of the day after the Company’s results announcement is released to the market following its lodgement with ASX (unless certain exceptional circumstances exist and appropriate approval has been received).

A copy of the Company’s Securities Trading Policy is available on the Company’s website at https://investors.humm-group.com/Investor-Centre/?page=corporate-governance.

PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS

Recommendation 4.1 – have an Audit Committee and disclose its Charter

Audit Committee

During part of the period the Audit Committee comprised of three independent Non-Executive Directors. Following Ms Leonard’s retirement, and taking account of the size of the Board, the Board determined that the remaining two members have the appropriate business and financial expertise to act effectively as members of the Committee.

The qualifications and experience of the members of the Audit Committee are set out in the Annual Report along with the number of times the Audit Committee met throughout the Reporting Period and the attendance of its members. The Audit Committee Charter is disclosed on the Company’s website at https://investors.humm-group.com/Investor-Centre/?page=corporate-governance .

The Audit Committee provides advice and assistance to the Board in fulfilling the Board’s responsibilities relating to the Group’s financial risk management and compliance systems and practice, financial statements, financial and market reporting processes, internal accounting and control systems, external audit and such other matters as the Board may request from time to time. In addition, the Committee is responsible for assessing significant estimates and the judgments made during the Reporting Period to ensure the integrity of the Company’s external financial reporting and financial statements as well as ensuring whistleblower issues are actively followed up.

The Audit Committee’s processes are designed to establish a proactive framework and dialogue in which the Committee, management and external auditors review and assess the quality of the earnings, liquidity and the strength of the income statements and balance sheets, and transparency and accuracy of reporting. In fulfilling its responsibilities, the Audit Committee reviews the processes the CEO and CFO have in place to support their declarations to the Board.

Recommendation 4.2 – Board to receive a declaration from the CEO and CFO in advance of approving the financial statements Declarations

In accordance with section 295A of the Corporations Act, for the Reporting Period, the executives primarily and directly responsible to the Directors for the general and overall management of the Company have declared to the Board that:

the financial records of the Company have been properly maintained in accordance with section 286 of the Corporations Act;
the financial statements and the notes to the financial statements comply with Australian Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
the financial statements and the notes to the financial statements give a true and fair view of the financial position and performance of the Company and consolidated entity.
In addition, the CEO and CFO have stated to the Board in writing that:
the Company’s financial report is founded on sound systems of risk management and internal compliance and control which implements the policies adopted by the Board; and
the Company’s risk management and internal compliance and control system is operating effectively in all material respects.

The Company has the following guiding principles to ensure the independence of the external auditor:

the Audit Committee will review and assess the independence of the external auditor, including but not limited to any relationships with the Company or any other entity that may impair the external auditor’s judgement or independence in respect of the Company;
the Audit Committee will request an annual confirmation of independence from the external auditor, and will track during each year the amount of non-audit work being undertaken by the external auditor;
the amount of non-audit work performed by the external auditor will be minimised, with approval from the Audit Committee (or the Committee Chair in certain specific circumstances) being required before any work is undertaken by the external auditor; and
the Audit Committee will require the rotation of the audit signing partner and the independent review partner every five years. PwC has provided the Audit Committee with a confirmation of its independence for the Reporting Period. The Board has determined that it is satisfied as to the independence of the external auditor in relation to the Reporting Period and the audit of the Financial Report for the Reporting Period.

Recommendation 4.3 – disclose the process to verify unaudited periodic reporting

The Board requests that PwC, humm group’s external auditor, attends the Annual General Meeting (“AGM”) of the Company and is available to answer shareholder questions relating to the audit of the Company’s financial statements, preparation and content of the auditor’s report, the accounting policies adopted by the Company, and auditor independence.

PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE

Recommendation 5.1 – have and disclose a continuous disclosure policy

The Board recognises the importance of keeping the market fully informed of the Company’s activities and of communicating openly and clearly with all stakeholders.

The Company has a Disclosure and Communication Policy to ensure compliance with the continuous disclosure requirements in the ASX Listing Rules and the Corporations Act. Specifically, the Disclosure and Communication Policy outlines the corporate governance measures adopted by the Company to further its commitments and provides detailed information regarding humm group's:

Continuous disclosure obligations;
Disclosure roles, responsibilities and internal procedures;
Disclosure matters generally;
Market communications; and
Shareholder communications.

The Company has established a Disclosure Committee which manages the Company’s compliance with its disclosure obligations and the Disclosure and Communication Policy. The Disclosure Committee is made up of the Company Secretary, CEO and CFO. The Company’s Disclosure and Communication Policy is available on - - = - the Company’s website at https://investors.humm group.com/Investor Centre/?page corporate governance

Information considered to require disclosure is announced immediately through the ASX. Key presentations given by Company personnel to investors and institutions are also lodged simultaneously with the ASX. Following the lodgement of an announcement with ASX, key communications are placed on the Company’s website. General and historical information about the Company and its operations is also available on the Company’s website.

Recommendation 5.2 – promptly provide the Board with all material market announcements

The Board receives copies of all market announcements at the next Board meeting following the announcement. In addition, Directors are subscribed to a service which alerts them to the publication of market announcements, including material announcements.

Recommendation 5.3 – release a copy of investor or analyst presentations to the market

humm group believes in keeping its security holders appropriately and equally informed, and has a process in place to first submit to the ASX Market Announcements Platform any new and substantive investor or analyst presentations, before they are given to the investors or analysts.

In addition, a webcast from management is arranged for the full year and half year results announcements, at which the CEO will give a presentation, and provide investors and analysts with the opportunity to submit questions on that presentation.

PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS

Recommendation 6.1 – provide company and governance information on the website

It is the Board’s aim that the Company maintains effective communications with its shareholders, and keeps them fully informed of significant developments and activities of the Company, as well as provide them with the facilities to allow them to effectively exercise their rights as security holders.

This commitment is achieved by:

complying with the ASX Listing Rules and the Corporations Act continuous disclosure and reporting requirements;
distribution of the Annual Report to all shareholders other than any who notify the Company that they do not wish to receive it, as well as publishing Annual Reports and financial statements on the Company’s website at https://investors.humm-group.com/Investor-Centre/?page=annual-reports;
holding an accessible and informative AGM. The Board requires the external auditor to attend the AGM and be available to answer shareholder questions relating to the audit of the Company’s financial statements, preparation and content of the auditor’s report, the accounting policies adopted by the Company, and auditor independence;
regularly updating the Company’s website (https://investors.humm-group.com/investor-centre) to include annual and interim reports, market announcements and presentations as well as financial and shareholder information to ensure transparency and a high level of communication of the Company’s operations and financial situation, to the extent that this information is not commercially sensitive or confidential; and
responding to questions and comments at the AGM submitted by shareholders to the Company at, and in advance of, the AGM.

humm group encourages direct contact from shareholders. Contact details of o ~~u~~ r Investor Relations team are provided in all ASX announcements, and contact details, including phone number, website and email of the Company’s share registry, Link Market Services, are provided on the Company’s website at https://investors.humm-group.com/Investor-Centre/?page=my-shareholding.

Recommendation 6.2 – have an investor relations program to facilitate two-way communication with investors

humm group is committed to providing its shareholders with the appropriate information and facilities to allow them to exercise their rights as shareholders effectively. humm group’s Disclosure and Communication Policy, available on its investor website, provides the framework for how the Company meets its commitment to deliver timely disclosures and clear communications, underpinned by strong governance to promote investor confidence.

In addition, the Company has in place resources to support its investor relations program, which program consists of a number of regular communications channels for all current and prospective shareholders, in addition to ad hoc engagements with institutional investors and investment analysts. Channels are in place to ensure retail investors are also able to engage with the Company through the investor relations team.

Recommendation 6.3 – disclose how security holder participation at meetings is encouraged Allowing the opportunity for security holders to engage with the Company and Board at general meetings is a key element of the agenda for each meeting, with the Company providing security holders with the opportunity to submit questions in advance of, or at, the meeting, to be addressed at the meeting.

humm group has rotated the location of its general meeting between Sydney and Melbourne over recent years, and continues to investigate other ways of conducting its meetings to facilitate interaction with its security holders, including through the use of virtual or hybrid meetings. During the year the Company held its first virtual general meeting.

Recommendation 6.4 – substantive security holder resolutions to be determined by poll

humm group has conducted over recent years, and will continue to conduct, its material security holder resolutions by poll.

Recommendation 6.5 – provide option to security holders to receive electronic communications

humm group supports and encourages its security holders to receive communications from humm group and its registry by electronic means. Security holders are also encouraged to use electronic means to contact the Company and our investor relations team.

PRINCIPLE 7 – RECOGNISE AND MANAGE RISK

Risk Management

The Board recognises that risk management and internal controls are fundamental to sound management and that oversight of such matters is a key responsibility of the Board. The Company has a risk management policy framework and governance structure designed to ensure that the risks of conducting business are properly managed. Management is responsible to the Board for identifying, managing, reporting upon and implementing measures to address risk.

Recommendation 7.1 – have a Risk Committee and disclose its Charter

The Board oversees and reviews the effectiveness of risk management at all levels across the Company and is assisted and advised in this role by the Risk and Compliance Committee.

Risk and Compliance Committee

The Risk and Compliance Committee is chaired by an independent Non- Executive Director, and for the Reporting Period comprised of two independent Non-Executive Directors, and an advisory member (from September 2020). Given the small size of the Board, it was determined that the Risk and Compliance Committee would be able to discharge its obligations through the appointment of two experienced independent Directors, including the Deputy Chair, supported by an advisory member, being the independent chair of the Company’s New Zealand subsidiary board. The members of the Committee bring significant experience, inquiring minds, and history of sound and prudent enterprise risk management.

The qualifications and experience of the Directors on the Risk and Compliance Committee are set out in the Annual Report along with the number of times the Risk and Compliance Committee met throughout the Reporting Period and the attendance rates of its members. The Risk and Compliance Committee Charter which sets out the role and responsibilities of the Committee is disclosed on the Company’s website at - - = - https://investors.humm group.com/Investor Centre/?page corporate governance

While ultimate responsibility for risk oversight and risk management rests with the Board, the Risk and Compliance Committee provides advice and assistance to the Board to fulfil its corporate governance and oversight responsibilities in relation to how risk is identified, assessed and managed across the Group, including in accordance with the Board approved Risk Appetite Statement. In addition, the Committee was responsible for assessing significant risks, and compliance with internal and external requirements, during the Reporting Period.

The Company has identified key operational and financial risks within the business, as outlined in the Risk Appetite Statement. In the ordinary course of business, management monitors and manages these risks, providing regular reporting on key metrics, including the Company’s risk appetite. Performance in each risk class is presented to and reviewed by the Committee, with clear escalation procedures in place where the Company’s risk profile sits outside appetite.

Recommendation 7.2 – annually review the risk management framework

The Board delegates the review of the Company’s risk management framework to the Risk and Compliance Committee. The Committee structures its meetings to ensure all elements of the Group risk management framework and risk management operations are considered and addressed over the course of the year. This

includes identifying where material risks sit across the organisation, where investment has been made in improving risk management capability and processes, and where further enhancements can be made.

Enhancements to the reporting on the different risk classes continues to occur.

Recommendation 7.3 – make disclosures regarding the internal audit function

humm group engages an independent external provider to provide the formal internal audit function. The internal auditor reports to the Audit Committee, which is also responsible for assessing the internal auditor’s performance. During the year the Company changed internal audit firms, to manage a potential or perceived conflict between the previous internal auditor and advisory services provided by other divisions of that firm.

An annual plan of review and advisory activity to be conducted by the internal auditor is developed with management and approved by the Audit Committee, with regular reporting provided to the Committee. In camera sessions with the Audit Committee and internal auditor, excluding management, are conducted at least annually.

Recommendation 7.4 – disclose if the Company has any material environmental or social risks, and their mitigants

humm group is dedicated to effectively managing all material risks faced by the Company including its exposure to economic, environmental or social sustainability risks.

Further information regarding humm group's approach to environmental and social sustainability matters can be found in the Sustainability section of the Annual Report.

PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY

The Board has a People and Remuneration Committee, which has a Charter available on the Company’s website at https://investors.humm-group.com/Investor-Centre/?page=corporate-governance

Recommendation 8.1 – have a Remuneration Committee and disclose its charter

The Company’s People and Remuneration Committee is currently comprised of two members, with both members being independent Non-Executive Directors, including the Chair. Following Ms Leonard’s retirement, and taking account of the size of the Board, the Board determined that the remaining two members have the appropriate expertise in remuneration related matters to act effectively as the Committee.

Details of the number of meetings of the People and Remuneration Committee held during the Reporting Period and of each member’s attendance at those meetings are set out in the Annual Report.

The Company has responsibility for the performance appraisal process and remuneration policies for the Company’s management, with a process in place for Director remuneration to be reviewed from time to time.

The CEO’s performance evaluation of key executives is periodically reviewed by the People and Remuneration Committee. The CEO’s performance evaluation is undertaken by the Board.

The People and Remuneration Committee assists and advises the Board on remuneration policies and practices for the Board, the CEO, senior management and other persons whose activities, individually or collectively, affect the financial soundness of the Company.

The People and Remuneration Committee’s responsibilities include developing, reviewing and making recommendations to the Board on:

the ongoing appropriateness and relevance of the remuneration framework for the Chair and the NonExecutive Directors (including the process by which any shareholder approved pool of Directors’ fees is allocated to Directors);
the Company’s policy on remuneration for the CEO and senior management, any changes to the policy and the implementation of the policy (including any shareholder approvals required);
the total remuneration packages for the CEO and senior management (including base pay, incentive payments, equity-based awards, superannuation and other retirement rights, employment contracts), any changes to remuneration packages and recommending proposed award after performance evaluation procedures;
the Company’s recruitment, retention and termination policies for the CEO and senior management and any changes to those policies;

incentive schemes, if appropriate, for the CEO and senior management;
equity based plans, if appropriate, for the CEO, senior management and other employees;
superannuation arrangements for Directors and management;
monitoring and providing input to the Board regarding:
legislative, regulatory or market developments likely to have a significant impact on the Company and legislative compliance in employment issues;
the remuneration trends across the Company; and
major changes to employee benefits structures in the Company.

Recommendation 8.2 – disclose policies and practices for Non-Executive Directors, executive Directors, and for executive management

Remuneration Report

In accordance with section 300A of the Corporations Act, disclosures in relation to Director and executive remuneration are included in a separate component of the Directors’ Report in the Annual Report, entitled Remuneration Report. The Remuneration Report contains details of the Company’s remuneration philosophy and structure, including fixed and variable remuneration.

Board Remuneration

Remuneration of the Non-Executive Directors is fixed and designed to ensure that Board membership of an appropriate mix and calibre is maintained and aligned with remuneration trends in the marketplace. Remuneration levels and trends are reviewed with the assistance of independent external remuneration consultants when appropriate.

CEO and Executive Remuneration

The underlying principles of risk and reward for performance are set out in the Remuneration Report. These principles recognise the different levels of contribution of management to the short-term and long-term success of the Company. A key element is the principle of reward for performance that is dependent upon both personal and Company performance. Every employee undergoes a formal performance appraisal each financial year, which is used, in part, to determine that employee’s remuneration in the financial year ahead.

The CEO’s performance is continuously monitored and annually assessed. The assessment is used to determine, in part, the level of “at risk” remuneration paid to the CEO.

Recommendation 8.3 – have and disclose a policy on limiting economic risk of participating in equity based remuneration programs

As set out above, the Company offers equity-based plans, if appropriate, for the CEO, senior management and other employees. The Company’s Securities Trading Policy prohibits participants in equity-based plans from entering into transactions which limit the economic risk of participating in the equity-based plan whilst the relevant interests granted pursuant to an equity-based plan remain unvested. The Company’s Securities - - Trading Policy is disclosed on the Company’s website at https://investors.humm group.com/Investor = - Centre/?page corporate governance

AI assistant

HUMM GROUP LIMITED — Governance Information 2021

65078_rns_2021-08-18_e92db5ee-1e5c-4a15-99ad-4da18af0cfc6.pdf

Appendix 4G and 2021 Corporate Governance Statement

ABOUT HUMMGROUP

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

2021 CORPORATE GOVERNANCE STATEMENT

PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT Recommendation 1.1 – Have and disclose a Board Charter

Board responsibilities

Audit Committee

Risk and Compliance Committee

People and Remuneration Committee

Nomination Committee

Technology Committee

Management responsibilities

Directors’ Independent advice

Recommendation 1.2 – undertake checks before appointment and provide shareholders with information

Recommendation 1.3 – have a written agreement with Directors

Recommendation 1.4 – Company Secretary is accountable to the Board

Recommendation 1.5 – have and disclose a Diversity Policy

Diversity and Inclusion at humm group

Results against Key Gender Metrics for 2021

Key Metrics for 2022

Employee Engagement and Training

contributions to our broader external community.

Recommendation 1.6 – periodically evaluate Board, Committee and Director performance

Recommendation 1.7 – annually evaluate Senior Executive performance

PRINCIPLE 2 – STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE Recommendation 2.1 – have a Nomination Committee and disclose its Charter

Recommendation 2.2 – have and disclose a Board skills matrix

Board skills matrix benchmarking table

Skills matrix

Recommendation 2.3 – disclose independence of Directors

Recommendation 2.4 – have a majority of independent Directors

Recommendation 2.5 – Board chair should be independent

Recommendation 2.6 – have a Director induction program, and review Director professional development

PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY

Recommendation 3.1 – articulate and disclose the values

Recommendation 3.2 – have and disclose a code of conduct

Code of Conduct

Recommendation 3.3 – have and disclose a whistleblower policy

Recommendation 3.4 – have and disclose an anti-bribery and corruption policy

Policy on Trading in Company’s Securities

PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS

Recommendation 4.1 – have an Audit Committee and disclose its Charter

Audit Committee

Recommendation 4.2 – Board to receive a declaration from the CEO and CFO in advance of approving the financial statements Declarations

Recommendation 4.3 – disclose the process to verify unaudited periodic reporting

PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE

Recommendation 5.1 – have and disclose a continuous disclosure policy

Recommendation 5.2 – promptly provide the Board with all material market announcements

Recommendation 5.3 – release a copy of investor or analyst presentations to the market

PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS

Recommendation 6.1 – provide company and governance information on the website

Recommendation 6.2 – have an investor relations program to facilitate two-way communication with investors

Recommendation 6.4 – substantive security holder resolutions to be determined by poll

Recommendation 6.5 – provide option to security holders to receive electronic communications

PRINCIPLE 7 – RECOGNISE AND MANAGE RISK

Risk Management

Recommendation 7.1 – have a Risk Committee and disclose its Charter

Risk and Compliance Committee

Recommendation 7.2 – annually review the risk management framework

Recommendation 7.3 – make disclosures regarding the internal audit function

Recommendation 7.4 – disclose if the Company has any material environmental or social risks, and their mitigants

PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY

Recommendation 8.1 – have a Remuneration Committee and disclose its charter

Recommendation 8.2 – disclose policies and practices for Non-Executive Directors, executive Directors, and for executive management

Remuneration Report

Board Remuneration

CEO and Executive Remuneration

Recommendation 8.3 – have and disclose a policy on limiting economic risk of participating in equity based remuneration programs

More from HUMM GROUP LIMITED

HUMM GROUP LIMITED Governance Information 2021