IPD GROUP LTD - Governance Information 2024

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Corporate Governance Statement 2024

IPD Group Limited ACN 111 178 351

Corporate Governance Statement 2024

This corporate governance statement sets out IPD Group Limited’s (Company) current compliance with the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (Fourth Edition) (ASX Principles and Recommendations). The ASX Principles and Recommendations are not mandatory. However, this corporate governance statement discloses the extent to which the Company has followed the ASX Principles and Recommendations. This corporate governance statement is current as 15 October 2024 and has been approved by the board of the Company (Board).

Information on Directors

Comply ASX Principles and Recommendations (Yes/No) Explanation

1. Lay solid foundations for management and oversight

1.1 A listed entity should have and disclose a board Yes charter setting out:
a. the respective roles and responsibilities of the board and management; and
b. those matters expressly reserved to the board and those delegated to management.

The Company has adopted a Board and Governance Charter which sets out the respective roles and responsibilities of the Board and management as well as those matters expressly reserved to the Board and its committees, and those delegated to management. The Company regularly review the balance of responsibilities between the Board and management to ensure that the division of functions remains appropriate to the needs of the Company.

A copy of the Company’s Board and Governance Charter is available on the Company’s website at: - https://ipdgroup.com.au/investors/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 the Company’s possession relevant to a decision on whether or not to elect or re-elect a director.

The Nomination and Remuneration Committee is responsible for ensuring that the Company undertakes appropriate background checks in relation to a person’s character, experience, education, criminal record, and bankruptcy history before they are recommended to the Board for appointment as a director or senior executive, or before they are put forward for election as a director.

The Company provides to shareholders, all material information relevant to the decision on whether or not to elect/ re-elect any potential directors, including information relating to their qualifications, experience and proposed roles within the Board in the Company’s notices of meetings.

1.3 A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.

Yes

The Company has written agreements with all directors and senior executives which sets out the terms of their appointment.

2 IPD Group Corporate Governance Statement 2024

	Comply
ASX Principles and Recommendations	(Yes/No)	Explanation
1.3 A listed entity should have a written agreement	Yes	Specifcally, each Non-Executive Director has been given
with each director and senior executive setting		a letter of appointment which outlines terms including
out the terms of their appointment.		the Director’s duties, obligations to notify the Company of
continued		any interests or matter which could affect the Director’s independence, obligation to maintain on-going confdentiality,
		on-going access rights to corporate information, indemnity
		and insurance arrangements, remuneration, expected time
		commitments (and the requirement to obtain the Company’s
		approval before accepting any new position that could impact
		on the time commitment of the Director or give rise to a
		confict of interest) and notifcation of the Company’s policies (and the requirement to comply with the Company’s key
		corporate policies).
		Similarly, senior executives have a formal job description
		and services agreement or employment agreement with the
		Company describing their term of offce, duties, rights and
		responsibilities, and entitlements on termination.
1.4 The company secretary of a listed entity should	Yes	The Company Secretary is responsible for the day-to-day
be accountable directly to the board, through		operations of the Board, including the administration of
the chair, on all matters to do with the proper		Board and Committee meetings, overseeing the Company’s
functioning of the board.		relationship with its share registrar and lodgments with the
		ASX and other regulators.
		The Company Secretary is also responsible for
		communications with the ASX about listing rule matters,
		including making disclosures to the ASX in accordance with the
		Company’s Market Disclosure Policy. The Company Secretary
		supports the effectiveness of the Board by monitoring
		compliance with Board policies and procedures and
		coordinating the completion and dispatch of Board agendas
		and briefng papers.
		The Company Secretary is accountable to the Board, and all
		Directors have access to the Company Secretary. The decision
		to appoint or remove the Company Secretary is made or
		approved by the Board.
1.5 A listed entity should:		The Company has adopted a Diversity Policy which sets out the
a. have and disclose a diversity policy;		Company’s commitment to creating a diverse environment
b. through its board or a committee of the board set measurable objectives for achieving gender diversity in the		in which everyone is treated fairly and with respect. The Diversity Policy is available on the Company’s website at: https://ipdgroup.com.au/investors/corporate-governance/
composition of its board, senior executives		The Company’s Diversity Policy was adopted on 27 October
and workforce generally; and		2021. The Board has not yet set measurable objectives for
		achieving gender diversity. However, the Company’s Board
		does take into account the gender, age, ethnicity and
		cultural background of potential Board members, executives
		and employees.

IPD Group Corporate Governance Statement 2024

Corporate Governance Statement 2024 continued

Comply ASX Principles and Recommendations (Yes/No) Explanation

c. disclose in relation to each reporting period:
the measurable objectives set for that period to achieve gender diversity;
the entity’s progress towards achieving those objectives; and
either:
- i. 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
- ii. if the Company is a “relevant employer” under the Workplace Gender Equality Act 2012 (Cth), the Company’s most recent “Gender Equality Indicators”, as defined in and published under that Act.
No

The respective proportions of men and women on the Board, in senior executive positions and across the whole organisation as at 30 June 2024 are set out in the table below. For the purposes of calculating the respective proportion of men and women in senior executive positions, the Company has defined ‘senior executive’ to mean those managers in the Company who makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of the Company, or who has the capacity to affect significantly the Company’s financial standing. This may include an executive general manager or general manager.

	Male (%)	Female (%)
Board	100%	–
Senior executives	94%	6%
Workforce generally	76%	24%

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.

Yes

The Board, in consultation with the Nomination and Remuneration Committee as appropriate, is responsible for evaluating the performance of the Board, its committees and individual directors on an annual basis. Item 5 of the Nomination and Remuneration Committee Charter explains the process to be followed in annually evaluating Board performance. A copy of the Nomination and Remuneration Committee Charter is available on the Company’s website at: https://ipdgroup.com.au/investors/corporate-governance/

The Board performance review is undertaken with the objective of continuous governance improvement, identifying performance improvement opportunities and ensuring the Board continues to operate effectively and efficiently. A Board evaluation process was completed in May 2024.

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.

Yes

The Board, in consultation with the Nomination and Remuneration Committee and the senior executive team as appropriate, is responsible for evaluating the performance of senior executives on an annual basis. This process encompasses measuring actual performance against target for a balanced scorecard of financial, strategic, and behavioural KPI’s.

An evaluation of the Company’s senior executives was conducted during the reporting period.

4 IPD Group Corporate Governance Statement 2024

Comply ASX Principles and Recommendations (Yes/No) Explanation 2. Structure the Board to be effective and add value 2.1 The board of a listed entity should: No The Company has established a Nomination and a. have a nomination committee which: Remuneration Committee which comprises of two members, who are: 1. has at least three members, a majority of whom are independent directors; and David Rafter Independent Non-Executive 2. is chaired by an independent director; Chair of the NRC and disclose: Andrew Moffat Independent Non-Executive Director

the charter of the committee;
the members of the committee; and
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.

The Nomination and Remuneration Committee is chaired by David Rafter, an independent director. The composition of the Nomination and Remuneration Committee does not comply with the ASX Principles and Recommendations in that it does not comprise of at least three members.

However, the Board considers this departure to be reasonable having regard to the current Board composition and the fact that all Board members who are not on the Nomination and Remuneration Committee are Executive Directors.

The Company will continually evaluate the performance and function of the Nomination and Remuneration Committee and determine whether it will be appropriate to appoint additional directors to the committee as the business evolves and expands.

The attendance of each member at committee meetings will be disclosed in the Company’s Annual Report.

2.2 A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.

Yes

A copy of the Nomination and Remuneration Committee Charter is available on the Company’s website at: - https://ipdgroup.com.au/investors/corporate governance/ The Board is committed to ensuring that it is comprised of directors with a blend of skills, experience and attributes appropriate for the Company and its business.

It is reviewed annually by the Board to ensure that ongoing needs in relation to supervising the Company and its operations are being met, and to take into account any changes in the Company’s circumstances and strategic priorities.

The following key skills set out below are those the Board considered to be desired of the Directors of the Company:

Leadership: experience in the development, implementation, oversight and delivery of strategic outcomes and operational activities for an organisation of a large scale and complexity.
Service sector: experience and knowledge relevant to overseeing the business of an electrical products and services company.

IPD Group Corporate Governance Statement 2024

Corporate Governance Statement 2024 continued

	Comply
ASX Principles and Recommendations	(Yes/No)	Explanation
2.2 A listed entity should have and disclose a		• Finance, Audit and Assurance: experience relevant to IPG in
board skills matrix setting out the mix of skills and diversity that the board currently has or is		fnancial accounting and reporting, corporate fnance and internal controls, including assessing the quality of fnancial
looking to achieve in its membership.		controls.
continued		• Legal: experience in the commercial legal and regulatory
		environment applicable to IPG.
		• Risk management: experience in identifying, assessing,
		monitoring and overseeing the management of fnancial and non-fnancial risks.
		• Technology and digital: experience in developing technology
		strategies, monitoring and implementing technology
		strategies, and / or in digital innovation in corporate
		environments.
		• Marketing and communications: experience in marketing
		and communications in member/customer focused
		environments.
		• Health, safety and environment: experience related to
		workplace health and safety, environmental and social
		responsibility, and community.
		• Corporate governance: experience with rigorous
		governance standards, and an ability to assess the
		effectiveness of senior management.
		• Committee membership: remuneration experience in setting
		executive incentives, an ability to assess suitable board
		candidates and nominations for roles.
		• Understanding shareholders and customers: experience
		in creating long term shareholder value and an ability to
		manage customer priorities.
	Yes	• Independent mindset: an independent perspective
		that allows a Director to separate themselves from the
		organisation and approach issues with a clear, unbiased
		view.
		• Integrity: to uphold the values of integrity of IPD Group
		Limited.
		• Communication: able to listen, persuade, communicate
		ideas, sensitivity, openness and awareness of non-verbal
		communication, co-operation and team-working.
		• Critical thinking: The ability to think critically and to raise
		vital questions and problems, gather and access relevant
		information, think open-mindedly.
		• Emotional intelligence: quick to grasp other stakeholders
		characteristics and values.

6 IPD Group Corporate Governance Statement 2024

ASX Principles and Recommendations Comply (Yes/No)	Explanation
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, affliation, or relationship of the type described in Box 2.3 of the ASX Principles and Recommendations but the board is of Yes	The Board has reviewed the position and associations of each of the directors and has determined that the following directors are considered independent directors: David Rafter Independent Non-Executive Chair Andrew Moffat Independent Non-Executive Director

b. if a director has an interest, position, affiliation, or relationship of the type described in Box 2.3 of the ASX Principles and Recommendations 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

The interests of each director are disclosed in the in the Directors Report of the 2024 Annual Report. The Company will continually evaluate whether it will be appropriate to consider additional independent directors as the business evolves and expands.

c. be the length of service of each director.

The appointment date of each director is disclosed in the Directors Report of the 2024 Annual Report.

2.4 A majority of the board of a listed entity should independent directors.

The Board currently comprises a total of four directors, of whom two are considered to be independent, being David Rafter and Andrew Moffat.

The Company does not currently consider an independent majority of the Board to be appropriate given:

the magnitude of the Company’s operations; and
the relevant skills and experience of the current members of the Board mean that the Board is appropriately skilled at this stage, to further the progress and development of the Company.

The Company will continually evaluate the performance and function of the Board and determine whether it will be appropriate to appoint additional independent directors as the business evolves and expands.

2.5 The chair of the board of a listed entity should Yes be an independent director and in particular, should not be the same person as the CEO of the entity.

The Company’s Independent, Non-Executive Chair is David Rafter, is not the CEO of the Company.

IPD Group Corporate Governance Statement 2024 7

Corporate Governance Statement 2024 continued

	Comply
ASX Principles and Recommendations	(Yes/No)	Explanation
2.6 A listed entity should have a program for	Yes	The Board, in consultation with the Nomination and
inducting new directors and for periodically		Remuneration Committee is responsible for implementing
reviewing whether there is a need for		induction and professional development programs and
existing directors to undertake professional		procedures for directors to ensure that they can effectively
development to maintain the skills and		discharge their responsibilities.
knowledge needed to perform their role as directors effectively.		As a result, the Company has in place a program for the induction of new directors which is tailored to each
		new director depending on their personal requirements,
		background skills, qualifcations and experience and includes
		the provision of a formal letter of appointment and an
		induction pack containing suffcient information to allow the
		new director to gain an understanding of the business of the
		Company, and the roles, duties and responsibilities of the Board
		and the executive team.
		All directors are encouraged to undergo continual professional
		development and, subject to prior approval by the Chair, all
		directors have access to numerous resources and professional
		development training to address any skills gaps.

3.	Instill a culture of acting lawfully, ethically and	responsibly
3.1	A listed entity should articulate and disclose	Yes	The Company’s values are:
	its values.		• People frst- We respect every individual, valuing their unique
			perspectives and contributions.
			• Knowledge is our key – Knowledge is our greatest tool in
			helping customers thrive and succeed.
			• Earn customers for life – Striving for lifelong customers, one
			interaction at a time.
			• Stronger together - With collaboration, we can overcome
			any challenge together.
			• Own it- We take responsibility for our actions to drive positive
			change.
			• Courage to evolve - We embrace new opportunities,
			challenge norms, and evolve together in the pursuit of a
			sustainable tomorrow.
			The Company’s values are set out in the Annual Report
			and are within the Company’s Code of Conduct, a copy
			of which is available on the Company’s website at:
			https://ipdgroup.com.au/investors/corporate-governance/

8 IPD Group Corporate Governance Statement 2024

	Comply
ASX Principles and Recommendations	(Yes/No)	Explanation
3.2 A listed entity should:	Yes	The Board is committed to the establishing and
a. have and disclose a code of conduct for its		maintaining appropriate ethical standards in the way
directors, senior executives and employees;		the Company conducts its business. The Company
and		has a Code of Conduct which applies to all directors,
b. ensure that the board or a committee of the board is informed of any material breaches of that code.		senior executives and employees. A copy of the Code of Conduct is available on the Company’s website at: https://ipdgroup.com.au/investors/corporate-governance/
		The Company ensures that the Board is informed of any
		material breaches under the Code of Conduct.
3.3 A listed entity should:	Yes	The Company has adopted a Whistleblower Policy which
a. have and disclose a Whistleblower Policy; and		establishes a system for the reporting, investigation and rectifcation of wrongdoing. A copy of the Whistleblower
b. ensure that the board or a committee of the board is informed of any material incidents		Policy is available on the Company’s website at: https://ipdgroup.com.au/investors/corporate-governance/
reported under that policy.		The Company ensures that the Board is informed of any
		material breaches under the Whistleblower Policy.
3.4 A listed entity should:	Yes	The Company has adopted an Anti-Bribery and Anti-Corruption
a. have and disclose an anti-bribery and		Policy which sets out the Company’s policy in relation to bribery,
corruption policy; and		corruption and related improper conduct and establishes a
b. ensure that the board or a committee of the board is informed of any material breaches of that policy.		process for the reporting of such conduct. The Anti-Bribery and Anti-Corruption Policy is available on the Company’s website at: https://ipdgroup.com.au/investors/corporate-governance/
		The Company ensures that the Board is informed of any
		material breaches under the Anti-Bribery and Anti-Corruption
		Policy.

IPD Group Corporate Governance Statement 2024

Corporate Governance Statement 2024 continued

ASX Principles and Recommendations Comply (Yes/No)	Explanation
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 qualifcations 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. No	The Company has established an Audit and Risk Committee which comprises of two members, who are: Andrew Moffat Independent Non-Executive Director Chair of the ARC David Rafter Independent Non-Executive Director The Audit and Risk Committee is chaired by Andrew Moffat, an independent director, who is not the chair of the Board. The composition of the Audit and Risk Committee does not comply with the ASX Principles and Recommendations in that it does not comprise of at least three members. However, the Board considers this to be reasonable having regard to the current Board composition and the fact that all Board members who are not on the Audit and Risk Committee are Executive Directors. The Company will continually evaluate the performance and function of the Audit and Risk Committee and determine whether it will be appropriate to appoint additional directors to the Audit and Risk Committee as the business evolves and expands. The attendance of each member at committee meetings will be disclosed in the Company’s Annual Report. A copy of the Audit and Risk Committee Charter is ilbl th C’ bit t

ASX Principles and Recommendations
Comply
(Yes/No)

Explanation

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 qualifcations 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.
No

The Company has established an Audit and Risk Committee
which comprises of two members, who are:
Andrew Moffat
Independent Non-Executive Director
Chair of the ARC
David Rafter
Independent Non-Executive Director
The Audit and Risk Committee is chaired by Andrew Moffat, an
independent director, who is not the chair of the Board.
The composition of the Audit and Risk Committee does not
comply with the ASX Principles and Recommendations in that it
does not comprise of at least three members.
However, the Board considers this to be reasonable having
regard to the current Board composition and the fact that all
Board members who are not on the Audit and Risk Committee
are Executive Directors.
The Company will continually evaluate the performance and
function of the Audit and Risk Committee and determine
whether it will be appropriate to appoint additional directors
to the Audit and Risk Committee as the business evolves
and expands.
The attendance of each member at committee meetings
will be disclosed in the Company’s Annual Report.
A copy of the Audit and Risk Committee Charter is
ilbl th C’ bit t

The attendance of each member at committee meetings will be disclosed in the Company’s Annual Report. A copy of the Audit and Risk Committee Charter is available on the Company’s website at: - https://ipdgroup.com.au/investors/corporate governance/

The Directors are committed to the preparation of financial statements that present a balanced and clear assessment of the Group’s financial position and prospects.

Yes

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.

The Board, with the guidance of the Audit and Risk Committee, reviews the Group’s half yearly and annual financial statements.

The Board has a process to receive written assurances from the CEO and the CFO that the Group’s financial records have been maintained in accordance with the Corporations Act and the financial reports represent a true and fair view, in all material respects, of the Group’s financial condition and operational results, and are in accordance with relevant accounting standards, and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

The Board does and will continue to seek these assurances prior to approving the annual financial statements for all half year and full year results.

10 IPD Group Corporate Governance Statement 2024

ASX Principles and Recommendations Comply (Yes/No)	Explanation
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. Yes	The Board is responsible for reviewing and approving the release of any periodic corporate report not audited or reviewed by an external auditor.
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 ASX Listing Rule 3.1. Yes	The Company has adopted a Disclosure Policy which details the processes and procedures which have been adopted by the Company to comply with its continuous disclosure obligations as required under the ASX Listing Rules and other relevant legislation. The Company Secretary is responsible for all communications with the ASX. All Company announcements are vetted and authorised by the Board and senior executives to ensure they are made in a timely manner, are factual, do not omit material information and are expressed in a clear and objective manner which allows investors to assess the impact of the information when making investment decisions. The Disclosure Policy is available on the Company’s website at: https://ipdgroup.com.au/investors/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. Yes	The Company ensures that the 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. Yes	The Company ensures that ahead of any new and substantive investor or analyst presentations, a copy of the presentation materials are released to ASX Market Announcements Platform.
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 Yes	Shareholders can access information about the Company and its governance (including its Constitution and adopted governance policies) from the Company’s website at: https://ipdgroup.com.au/investors/corporate-governance/

IPD Group Corporate Governance Statement 2024

Corporate Governance Statement 2024 continued

	Comply
ASX Principles and Recommendations	(Yes/No)	Explanation
6.2 A listed entity should have an investor relations	Yes	The Company has adopted a Shareholder Communications
program that facilitates effective two-way		Policy which aims to promote and facilitate effective two-way
communication with investors.		communication with its investors. The policy outlines a range of
		ways in which information is communicated to shareholders.
		The Board intends to inform its shareholders of all major
		developments affecting the Company’s state of affairs as
		follows:
		• The annual report will be distributed to all shareholders,
		including relevant information about the operations of the
		Company during the year and changes in the state of affairs.
		• The half-yearly report to the ASX contains summarised
		fnancial information and a review of the operations of the
		Company during the period.
		• All major announcements are lodged with the ASX and
		posted on the Company’s website.
		• Proposed major changes in the Company which may
		impact on share ownership rights are submitted to a vote
		of shareholders.
		• The Board will encourage full participation of shareholders
		at the Annual General Meeting to ensure a high level of
		accountability and identifcation with the Group’s strategy
		and goals.
		• The Company’s auditor will attend the Annual General
		Meeting.
		A copy of the Company’s Shareholder Communications
		Policy is available on the Company’s website at:
		https://ipdgroup.com.au/investors/corporate-governance/
6.3 A listed entity should disclose how it facilitates	Yes	The Company encourages shareholder participation at the
and encourages participation at meetings of		Company’s general meetings through various means including:
security holders.		• having the opportunity to ask questions of directors at all
		general meetings;
		• ensuring that the auditor is present at AGMs to take
		shareholder questions on any issue relevant to their
		capacity as auditor;
		• ensuring that directors are available to answer shareholder
		questions submitted by telephone, email and other means
		(where appropriate); and
		• providing shareholders with the option of appointing a proxy
		to vote on their behalf.
6.4 A listed entity should ensure that all substantive	Yes	All substantive resolutions at a meeting of security holders are
resolutions at a meeting of security holders		decided by a poll rather than by a show of hands.
are decided by a poll rather than by a show
of hands.

12 IPD Group Corporate Governance Statement 2024

	Comply
ASX Principles and Recommendations	(Yes/No)	Explanation
6.5 A listed entity should give security holders the	Yes	Shareholders can register with the Company to receive email
option to receive communications from, and		notifcations when an announcement is made by the Company
send communications to, the entity and its		to the ASX.
security registry electronically.		Shareholders can also elect to receive electronic
		communications via the Company’s registry, Computershare
		Investor Services Pty Limited.

7. Recognise and manage risk

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.

The Company has established an Audit and Risk Committee
which comprises of two members, who are:
Andrew Moffat
Independent Non-Executive Director
Chair of the ARC
David Rafter
Independent Non-Executive Director
The Audit and Risk Committee is chaired by Andrew Moffat,
an independent director, who is not the chair of the Board.
The composition of the Audit and Risk Committee does not
comply with the ASX Principles and Recommendations in that
it does not comprises of at least three members.
However, the Board considers this to be reasonable having
regard to the current Board composition and the fact that all
Board members who are not on the Audit and Risk Committee
are Executive Directors.
The Company will continually evaluate the performance and
function of the Audit and Risk Committee and determine
whether it will be appropriate to appoint additional directors
to the Audit and Risk Committee as the business evolves
and expands.

7.1 The board of a listed entity should: a. have a committee or committees to oversee risk, each of which:

overseeing the entity’s risk management framework.	The Company will continually evaluate the performance and function of the Audit and Risk Committee and determine whether it will be appropriate to appoint additional directors to the Audit and Risk Committee as the business evolves and expands.
	The attendance of each member at committee meetings will be disclosed in the Company’s Annual Report. A copy of the Audit and Risk Committee Charter is available on the Company’s website at: https://ipdgroup.com.au/investors/corporate-governance/
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.	The Audit and Risk Committee Charter sets out a requirement for the Audit and Risk Committee to review the Company’s Risk Management Policy and Framework on an annual basis. A copy of the Audit and Risk Committee Charter is available on the Company’s website at: https://ipdgroup.com.au/investors/corporate-governance/ A review of the Company’s Risk Management Policy and Framework was conducted during the reporting period in accordance with its Charter.

overseeing the entity’s risk management
framework.

The Company will continually evaluate the performance and
function of the Audit and Risk Committee and determine
whether it will be appropriate to appoint additional directors
to the Audit and Risk Committee as the business evolves
and expands.

The attendance of each member at committee
meetings will be disclosed in the Company’s Annual
Report. A copy of the Audit and Risk Committee
Charter is available on the Company’s website at:
https://ipdgroup.com.au/investors/corporate-governance/

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.

The Audit and Risk Committee Charter sets out a
requirement for the Audit and Risk Committee to review
the Company’s Risk Management Policy and Framework on
an annual basis. A copy of the Audit and Risk Committee
Charter is available on the Company’s website at:
https://ipdgroup.com.au/investors/corporate-governance/
A review of the Company’s Risk Management Policy and
Framework was conducted during the reporting period in
accordance with its Charter.

IPD Group Corporate Governance Statement 2024

Corporate Governance Statement 2024 continued

Comply ASX Principles and Recommendations (Yes/No) Explanation 7.3 A listed entity should disclose: Yes At this stage, due to the current size and stage of the a. if it has an internal audit function, how Company’s operations, the Company does not have an internal the function is structured and what role it audit function. performs; or Adequate processes are in place to ensure that the Company b. if it does not have an internal audit function, has appropriate risk management and internal control that fact and the processes it employs processes are in place. The Audit and Risk Committee for evaluating and continually improving is responsible for evaluating the effectiveness of its risk the effectiveness of its governance, management systems and internal control processes, and it risk management and internal control reports directly to the Board. processes.

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.

Yes Pursuant to the Company’s Audit and Risk Committee Charter, the risk register detailed within the Risk Management Policy and Framework reports the key risk areas facing the Company and its business as well as the risk controls and mitigation in place.

The Company would report whether it has any material exposures to environmental and social risks and how it manages or intends to manage these risks annually in its Annual Report.

The Company reported no material exposure to environmental or social risks in its Annual Report for FY2024.

General information in relation to the Company’s environmental and social impact are detailed in the Annual Report.

8.	Remunerate fairly and responsibly
8.1	The board of a listed entity should:	The Company has established a Nomination and
	a. have a remuneration committee which:	Remuneration Committee which comprises of two members,

The Company has established a Nomination and Remuneration Committee which comprises of two members, who are:

has at least three members, a majority of whom are independent directors; and
is chaired by an independent director; and disclose:
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

	David Rafter	Independent Non-Executive Chair of the ARC
	Andrew Moffat	Independent Non-Executive Director

The Nomination and Remuneration Committee is chaired by David Rafter, an independent director.

The composition of the Nomination and Remuneration Committee does not comply with the ASX Principles and Recommendations in that it does not comprises of at least three members.

14 IPD Group Corporate Governance Statement 2024

	Comply
ASX Principles and Recommendations	(Yes/No)	Explanation
b. if it does not have a remuneration	No	However, the Board considers this departure to be reasonable
committee, disclose that fact and the		having regard to the current Board composition and the fact
processes it employs for setting the		that all Board members who are not on the Nomination and
level and composition of remuneration		Remuneration Committee are Executive Directors.
for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.		The Company will continually evaluate the performance and function of the Nomination and Remuneration Committee and determine whether it will be appropriate to appoint additional
		directors to the Nomination and Remuneration Committee as
		the business evolves and expands.
		The attendance of each member at committee meetings will
		be disclosed in the Company’s Annual Report.
		A copy of the Nomination and Remuneration Committee
		Charter is available on the Company’s website at: https://
		ipdgroup.com.au/investors/corporate- governance/
8.2 A listed entity should separately disclose	Yes	The Company’s policies and practices regarding the
its policies and practices regarding the		remuneration of Non-Executive and Executive Directors and
remuneration of non- executive directors and		other senior employees are set out in the Directors Report of
the remuneration of executive directors and		the 2024 Annual Report
other senior executives.
8.3 A listed entity which has an equity-based	Yes	The Company has a Trading Policy that prohibits directors,
remuneration scheme should:		offcers, key management personnel, senior management and
a. have a policy on whether participants		their closely related parties from entering into transactions or
are permitted to enter into transactions		arrangements which limit the economic risk of participating in
(whether through use of derivatives or		unvested entitlements under any equity based remuneration
otherwise) which limit the economic risk of		scheme.
participating in the scheme; and		A copy of the Trading Policy is available on the Company’s
b. disclose that policy or a summary of it.		website at: https://ipdgroup.com.au/investors/corporate-
		governance/

IPD Group Corporate Governance Statement 2024 15

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Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

IPD Group Limited

ABN/ARBN 12 111 178 351	Financial year ended:
12 111 178 351	30 June 2024

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

These pages of our ☐ annual report: This URL on our https://ipdgroup.com.au/investors/corporate-governance/ ☒ website:

The Corporate Governance Statement is accurate and up to date as at 15 October 2024 and has been approved by the board.

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

Date: 15 October 2024

Name of authorised officer Jade Cook, Company Secretary authorising lodgement:

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

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

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

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

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

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

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

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

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

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

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
1.5	A listed entity should: (a) have and disclose a diversity policy; (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and (c) disclose in relation to each reporting period: (1) the measurable objectives set for that period to achieve gender diversity; (2) the entity’s progress towards achieving those objectives; and (3) either: (A) the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or (B) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act. If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period.	☐ and we have disclosed a copy of our diversity policy at: …………………………………………………………………………….. [insert location] and we have disclosed the information referred to in paragraph (c) at: …………………………………………………………………………….. [insert location] and if we were included in the S&P / ASX 300 Index at the commencement of the reporting period our measurable objective for achieving gender diversity in the composition of its board of not less than 30% of its directors of each gender within a specified period.	☒ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable IPD has adopted a Diversity Policy which sets out the Company’s Commitment to creating a diverse environment in which everyone is treated fairly and with respect. The Diversity Policy is available on the Company’s website at: https://ipdgroup.com.au/investors/corporate-governance/

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