IRESS LIMITED — Governance Information 2021

Feb 24, 2021

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ASX Market Announcements Office ASX Limited 20 Bridge Street SYDNEY NSW 2000

25 February 2021

RE: IRESS LIMITED - INFORMATION FOR RELEASE TO THE MARKET

As required by the Listing Rules, Iress encloses for immediate release the following information:

1. Appendix 4G; and

2. Corporate Governance Statement for the reporting period up until 31 December 2020.

Yours sincerely

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Peter Ferguson Chief Legal Counsel & Company Secretary

Offices in​ :

Iress Limited

Corporate Office: Level 16, 385 Bourke Street MELBOURNE VIC 3000 Australia

T +61 3 9018 5800 ​ enquiries@iress.com www.iress.com

Australia, Canada, France, New Zealand, Singapore, South Africa, Tunisia, the United Kingdom, and the United States of America

ABN: 47 060 313 359

Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Iress Limited

ABN/ARBN 47 060 313 359	Financial year ended:
47 060 313 359	31 December 2020

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

☐ These pages of our annual report: This URL on our https://www.iress.com/trust/corporate-governance/corporate-governance- ☒ website: statement/

The Corporate Governance Statement is accurate and up to date as at 25 February 2021 and has been approved by the board.

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

Date: 25 February 2021

Name of authorised officer authorising lodgement: Peter Ferguson

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

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

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

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

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

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

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

ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 1

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

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should have and disclose a board charter setting out: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management.	☒Sections 2 and 3 in our Corporate Governance Statement and we have disclosed a copy of the Board Charter at https://www.iress.com/trust/corporate-governance/governance-docu ments/board-charter/	☐set out in our Corporate Governance Statement OR ☐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.	☒ Sections 3.6 and 10.3 in our Corporate Governance Statement	☐set out in our Corporate Governance Statement OR ☐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.	☒ Section 3.6 in our Corporate Governance Statement	☐set out in our Corporate Governance Statement OR ☐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.	☒ Section 11.2 in our Corporate Governance Statement	☐set out in our Corporate Governance Statement OR ☐we are an externally managed entity and this recommendation is therefore not applicable
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	☒ Section 5 in our Corporate Governance Statement. and we have disclosed a copy of our diversity policy at: https://www.iress.com/trust/corporate-governance/governance-docu ments/diversity-policy/	☐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.

ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 2

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

	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 the information referred to in paragraph (c) at: Section 5 in our Corporate Governance Statement and if we were included in the S&P / ASX 300 Index at the commencement of the reporting period our measurable objective for achieving gender diversity in the composition of its board of not less than 30% of its directors of each gender within a specified period.
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: Section 22.1 of our Corporate Governance Statement and whether a performance evaluation was undertaken for the reporting period in accordance with that process at: Section 22.1 of our Corporate Governance Statement	☐set out in our Corporate Governance Statement OR ☐we are an externally managed entity and this recommendation is therefore not applicable
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: Section 22.2 of our Corporate Governance Statement and whether a performance evaluation was undertaken for the reporting period in accordance with that process at: Section 22.2 of our Corporate Governance Statement	☐set out in our Corporate Governance Statement OR ☐we are an externally managed entity and this recommendation is therefore not applicable
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE

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

2.1	The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.	☒ and we have disclosed the fact that we do not have a nomination committee and the processes we employ 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 at: Section 14.4 in our Corporate Governance Statement	☐set out in our Corporate Governance Statement OR ☐we are an externally managed entity and this recommendation is therefore not applicable
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership.	☒ and we have disclosed our board skills matrix at: Section 9 in our Corporate Governance Statement	☐set out in our Corporate Governance Statement OR ☐we are an externally managed entity and this recommendation is therefore not applicable
2.3	A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, affiliation or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.	☒ and we have disclosed the names of the directors considered by the board to be independent directors at: Sections 8, 15 and 16 in our Corporate Governance Statement and the length of service of each director at: Section 9 in our Corporate Governance Statement	☐set out in our Corporate Governance Statement
2.4	A majority of the board of a listed entity should be independent directors.	☒ Section 8 in our Corporate Governance Statement	☐set out in our Corporate Governance Statement OR ☐we are an externally managed entity and this recommendation is therefore not applicable
2.5	The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	☒ Section 8 in our Corporate Governance Statement	☐set out in our Corporate Governance Statement **OR **

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

			☐we are an externally managed entity and this recommendation is therefore not applicable
2.6	A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively.	☒ Section 10 in our Corporate Governance Statement	☐set out in our Corporate Governance Statement OR ☐we are an externally managed entity and this recommendation is therefore not applicable
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1	A listed entity should articulate and disclose its values.	☒ Section 3 in our Corporate Governance Statement and we have disclosed our values at: https://www.iress.com/about/about-us/	☐set out in our Corporate Governance Statement
3.2	A listed entity should: (a) have and disclose a code of conduct for its directors, senior executives and employees; and (b) ensure that the board or a committee of the board is informed of any material breaches of that code.	☒ Section 4 in our Corporate Governance Statement and we have disclosed our code of conduct at: https://www.iress.com/trust/corporate-governance/governance-docu ments/code-ethics-conduct-policy/	☐set out in our Corporate Governance Statement
3.3	A listed entity should: (a) have and disclose a whistleblower policy; and (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy.	☒ Section 4 in our Corporate Governance Statement and we have disclosed our whistleblower policy at: https://www.iress.com/trust/corporate-governance/governance-docu ments/whistleblowing-policy/	☐set out in our Corporate Governance Statement
3.4	A listed entity should: (a) have and disclose an anti-bribery and corruption policy; and (b) ensure that the board or committee of the board is informed of any material breaches of that policy.	☒ Section 4 in our Corporate Governance Statement and we have disclosed our anti-bribery and corruption policy at: https://www.iress.com/trust/corporate-governance/governance-docu ments/anti-bribery-corruption-policy/	☐set out in our Corporate Governance Statement
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:	☒ Sections 6, 14 and 15 in our Corporate Governance Statement and we have disclosed a copy of the charter of the committee at: https://www.iress.com/trust/corporate-governance/governance-docu ments/audit-risk-committee-charter/ and the information referred to in paragraphs (4) and (5) in our Annual Report	☐set out in our Corporate Governance Statement

ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 5

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

	(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.
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.	☒ Section 15.9 in our Corporate Governance Statement	☐set out in our Corporate Governance Statement
4.3	A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor.	☒ Section 18 in our Corporate Governance Statement	☐set out in our Corporate Governance Statement
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.	☒ Section 17 in our Corporate Governance Statement and we have disclosed our continuous disclosure compliance policy at: https://www.iress.com/trust/corporate-governance/governance-docu ments/disclosure-communication-policy/	☐set out in our Corporate Governance Statement
5.2	A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.	☒ Section 17 in our Corporate Governance Statement	☐set out in our Corporate Governance Statement
5.3	A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation.	☒ Section 17 in our Corporate Governance Statement	☐set out in our Corporate Governance Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS

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

6.1	A listed entity should provide information about itself and its governance to investors via its website.	☒ Section 2 in our Corporate Governance Statement and we have disclosed information about us and our governance on our website at: https://www.iress.com/about/about-us/ and https://www.iress.com/trust/corporate-governance	☐set out in our Corporate Governance Statement
6.2	A listed entity should have an investor relations program that facilitates effective two-way communication with investors.	☒ Section 21 in our Corporate Governance Statement	☐set out in our Corporate Governance Statement
6.3	A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.	☒ Section 17 in our Corporate Governance Statement and we have disclosed how we facilitate and encourage participation at meetings of security holders at: https://www.iress.com/trust/corporate-governance/governance-docu ments/disclosure-communication-policy/	☐set out in our Corporate Governance Statement
6.4	A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands.	☒Section 17 in our Corporate Governance Statement	☐set out in our Corporate Governance Statement
6.5	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	☒ Section 17 in our Corporate Governance Statement	☐set out in our Corporate Governance Statement
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 theprocesses it	☒ Sections 6, 14 and 15 in our Corporate Governance Statement and we have disclosed a copy of the charter of the committee at: https://www.iress.com/trust/corporate-governance/governance-docu ments/audit-risk-committee-charter/ and the information referred to in paragraphs (4) and (5) at: Section 15 in our Corporate Governance Statement and in the Annual Report	☐set out in our Corporate Governance Statement

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

	employs for overseeing the entity’s risk management framework.
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: Section 6 in our Corporate Governance Statement	☐set out in our Corporate Governance Statement
7.3	A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes.	☒ and we have disclosed the fact that we do not have an internal audit function and the processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control processes at: Section 6 in our Corporate Governance Statement	☐set out in our Corporate Governance Statement
7.4	A listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does, how it manages or intends to manage those risks.	☒ and we have disclosed whether we have any material exposure to environmental and social risks at: Section 7 in our Corporate Governance Statement	☐set out in our Corporate Governance Statement
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	☒ Section 16 in our Corporate Governance Statement and we have disclosed a copy of the charter of the committee at: https://www.iress.com/trust/corporate-governance/governance-docu ments/people-performance-committee-charter/ and the information referred to in paragraphs (4) and (5) at: Section 16 in our Corporate Governance Statement and in the Annual Report	☐set out in our Corporate Governance Statement OR ☐we are an externally managed entity and this recommendation is therefore not applicable

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

	(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.
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.	☒ Section 12 in our Corporate Governance Statement 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: the Audited Remuneration Report in the Annual Report	☐set out in our Corporate Governance Statement OR ☐we are an externally managed entity and this recommendation is therefore not applicable
8.3	A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.	☒ Section 20 in our Corporate Governance Statement and we have disclosed our policy on this issue or a summary of it at: https://www.iress.com/trust/corporate-governance/governance-docu ments/share-trading-policy/	☐set out in our Corporate Governance Statement OR ☐we do not have an equity-based remuneration scheme and this recommendation is therefore not applicable OR ☐we are an externally managed entity and this recommendation is therefore not applicable

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CORPORATE GOVERNANCE STATEMENT 31 DECEMBER 2020

1. ASX CORPORATE GOVERNANCE PRINCIPLES AND RECOMMENDATIONS

• 1.1 The Board of Iress Limited ( Iress ) is committed to complying with the ASX Corporate Governance Principles and Recommendations issued from time to time by the ASX Corporate Governance Council.

• 1.2 During 2020, Iress complied with each of the ASX Corporate Governance Principles and Recommendations (4[th ] Edition), as set out in this Corporate Governance Statement.

• 1.3 The Board has approved this Corporate Governance Statement.

• INTRODUCTION

• 2.1 Iress’ Board works under a set of well-established corporate governance policies that reinforce the responsibilities of all directors in accordance with the requirements of the Corporations Act 2001 (Cth) ( Corporations Act ) and the Australian Securities Exchange ( ASX ). Many of the governance elements are enshrined in Iress’ Constitution. In addition, the Board operates in accordance with a Board Charter, which is intended to supplement the description of the Board’s responsibilities as set forth in the Constitution.

• 2.2 Iress’ policies and corporate governance practices are reviewed periodically and will continue to be developed and refined to meet the needs of Iress.

• 2.3 This Corporate Governance Statement outlines the key aspects and mechanisms of Iress’ governance framework, which have been established, and kept under review, by the Board. Copies of or summaries of the charters under which the Board and Board committees operate and other relevant information referred to in this Corporate Governance Statement (including relevant policies) are available on Iress’ website at:

• https://www.iress.com/trust/corporate governance/

• BOARD AND MANAGEMENT RESPONSIBILITIES

The Board

3.1 The Board has ultimate responsibility to set strategy and policy for the business and affairs of Iress and its subsidiaries ( Group ) for the benefit of Iress and the general body of shareholders, after considering regulatory matters and other ethical expectations and obligations. The Board is accountable to shareholders for the performance of the Group.

• 3.2 The Board’s responsibilities and functions include:

• (a) Purpose and Culture:

  • (i) to approve a statement of values for Iress and oversee management in its efforts to instil those values; and

  • (ii) to monitor and promote sound business and corporate values and reinforce a culture across the organization of acting lawfully, ethically and responsibly.

• (b) Strategy and planning:

• (i) to review and approve corporate strategies, budgets, plans and policies developed by management and evaluate performance of Iress against those strategies and business plans in order to:

  • (A) monitor the performance of functions delegated to the executive team including the progress of major capital expenditure, capital management, acquisitions, divestitures and strategic commitments; and

  • (B) assess the suitability of Iress’ overall strategies, business plans and resource allocation;

• (ii) constructively to challenge management and drive strategic thinking; and

• (iii) to monitor and drive the performance (used in its widest sense) of Iress.

• (c) Chief Executive Officer ( CEO )/Managing Director ( MD ) and senior management (comprising the direct reports to the CEO/MD):

• (i) to appoint a CEO/MD for the ongoing management of the business and execution of its strategies and periodically evaluate the performance of the CEO/MD;

• (ii) on the recommendation of the CEO/MD, to approve the appointment of and periodically evaluate the performance of members of the Group’s senior management; and

• (iii) to ensure that appropriate executive succession planning is conducted.

• (d) Remuneration and performance:

• (i) to approve the Group’s overall remuneration strategies, policies and practices;

• (ii) to determine the remuneration of directors, and remuneration and incentive policies and packages for the CEO/MD;

• (iii) to ensure that Iress’ remuneration policies are aligned with the company’s purpose, values, strategic objectives and risk appetite; and

• (iv) to approve any new equity plans for the Group

• (e) Financial and risk management:

• (i) to monitor financial and business results (including the audit process) to understand the financial position of the Group, and to oversee the Group’s financial position;

• (ii) to ensure the integrity and adequacy of annual and half year financial statements, and to approve these financial statements in accordance with the Corporations Act; and

• (iii) to ensure that there are robust risk management systems in place.

• (f) Governance compliance:

• (i) to monitor the effectiveness of Iress’ governance practices;

• (ii) to monitor and promote regulatory compliance;

• (iii) to oversee Iress’ process for making timely and balanced disclosure of all material information concerning the company that a reasonable person would expect to have a material effect on the price or value of the company’s securities;

• (iv) to enhance and protect the reputation of Iress; and

• (v) to oversee shareholder reporting and communications.

• (g) Nomination of Directors:

• (i) to monitor the effectiveness of the Board, and nominate new directors as required;

• (ii) to arrange professional development or training for Directors as required to ensure the Board collectively has the skills, knowledge and expertise to deal with new and emerging business and governance issues; and to develop a process for evaluating the performance of the Board.

• 3.3 In carrying out its duties, the Board meets regularly to discuss matters relevant to Iress, with additional meetings held as required to address specific issues.

• 3.4 Consistent with its obligation pursuant to the Board Charter and as stated above at paragraph 3.2(a)(i), the Board has approved Iress’ Statement of Values, available on Iress’ website at:

• https:// www.iress.com/about/about us/

Management

• 3.5 The Board delegates management of Iress’ resources to the Leadership Team under the leadership of the CEO/MD. Any powers not specifically reserved for the Board are deemed to have been delegated to the CEO/MD and executive team, including:

• (a) development and implementation of Board approved strategies; and

• (b) day-to-day operation and management of the Group.

• 3.6 Iress undertakes appropriate checks before appointing a person as a director or senior executive and has a written agreement with each director and senior executive setting out the terms of their appointment or employment and describing their roles and responsibilities.

• ETHICAL STANDARDS

Code of Ethics and Conduct Policy

• 4.1 The Group is committed to upholding high legal, moral and ethical standards in all of its corporate activities and has adopted a Code of Ethics and Conduct Policy, which aims to strengthen its ethical climate and provide basic guidelines for situations in which ethical issues arise. The Code of Ethics and Conduct Policy applies to directors, executives and employees, globally and sets standards for ethical behaviour and business practice beyond complying with the law. The Code of Ethics and Conduct Policy is based on key principles whereby Iress:

• (a) strives to do business with customers and suppliers of sound business character and reputation;

• (b) strives to maintain the highest standard of ethical behaviour in business dealings and to behave with integrity in all dealings with customers, shareholders, government, employees, suppliers and the community;

• (c) does not knowingly support any public or private organisation which espouses discriminatory policies or practices; and

• (d) expects all employees to perform their duties with honesty, truthfulness and integrity.

• 4.2 Material breaches of the Code of Ethics and Conduct Policy will be reported to the Chair of the Board or the relevant subcommittee.

• 4.3 It is the policy of Iress to comply with all applicable laws, including those relating to employment, discrimination, health, safety, trade practices and securities. Iress has also developed procedures to ensure that employees are aware of and discharge their obligations under relevant privacy laws in their handling of information provided to the Group.

• 4.4 No director, executive, officer or manager of Iress has authority to disregard any law or to direct another employee or any other person to violate any law on behalf of Iress.

• 4.5 Iress’ ethical practices and procedures are reviewed regularly, and processes are in place to promote and communicate these policies within Iress.

Whistleblower Policy

• 4.6 Iress encourages its employees to speak up about any unlawful, unethical or irresponsible behaviour within the company.

• 4.7 Iress’ Whistleblower Policy details how all employees including agency workers, contractors and self-employed contractors may report any instances they identify in the workplace which they have reasonable grounds to suspect represent inappropriate, unethical, illegal or fraudulent conduct. Management would as a matter of course inform the Board of any material breaches of the Whistleblower Policy. If a whistleblower is not happy with the way in which their concern has been handled, they can raise it with the Legal team or the People@Iress team or any of Iress’ parent company Directors, as appropriate.

Anti-Bribery and Corruption Policy

• 4.8 Iress does not tolerate any form of bribery or corruption and acts to ensure that neither it nor any third party acting on its behalf, acts corruptly in its dealings with any person or entity.

• 4.9 Iress has an Anti-Bribery and Corruption Policy that sets out Iress’ responsibilities, and those of the people working for and with it, in observing and upholding Iress’ position on bribery and corruption. The policy also provides information and guidance to employees and other people working for and with Iress on how to identify and deal with bribery and corruption issues. Management would as a matter of course inform the Board of any material breaches of the Anti-Bribery and Corruption Policy.

• DIVERSITY

• 5.1 Iress has a broad and diverse employee base across several international jurisdictions. The Board monitors diversity (including gender diversity) under a broad definition at the Board and executive levels and broadly across the general staff base. The Board continues to observe no indicators of bias or impediments to diversity and believes Iress’ diversity ratios reflect well on the Group.

• 5.2 The Board has adopted a formal diversity policy and each year reports on and sets measurable objectives for achieving gender diversity in the composition of the Board, senior executives and workforce generally, as one specific and important aspect of that diversity policy. The policy requires that the Board assesses the measurable objectives annually, as well as Iress’ progress against achieving them. The diversity policy and list of measurable objectives are available on Iress’ website:

• • • https://www.iress.com/trust/corporate governance/governance documents/diversity policy/

• 5.3 The measurable objectives for achieving gender diversity set by the Board in February 2020 and Iress’ progress as at December 2020 in achieving those measurable objectives are described below:

Background and Objective	2020 Objective	31 December 2020 Update
1. Promotion Diversity with Iress
Improving our gender workforce composition globally.	Aim to increase female representation across Iress to 35% (currently 34.02%), and female representation in leadership (Leadership Team and its direct reports) to 35% (31% as at 1 January 2020).	Iress increased its female representation to 35.55% across Iress, meeting this objective. For the Leadership Team and its direct reports, Iress increased female representation from 31% to 32.58% and has not met this objective.

2. Attracting Diverse Talent
In 2019, Iress made progress in its hiring practices to reduce bias. In 2020, Iress aims to make a more focused effort to ensure these changes create change in its workforce composition.	Roll out ‘Code Like a Girl’ internship program as a female only talent pipeline to Iress graduate program.	Roll out of this program was put on hold due to COVID.

3. Ensure there continues to be no gender bias in remuneration	3. Ensure there continues to be no gender bias in remuneration	3. Ensure there continues to be no gender bias in remuneration
Iress’ objective is to continue to ensure that there is no remuneration disparity or bias in our remuneration policies and processes, ensuring people are fairly and consistently rewarded. In implementing such policies and processes, Iress aims to maintain pay equity for like roles and performance.	Iress will continue its practise of undertaking annual role-by-role remuneration reviews (by country) to sustain role gender remuneration parity.	Iress did not undertake an annual salary review in 2020. This was attributable to COVID-19 and associated business uncertainty. Iress notes that its response was consistent with general market practise.
4. Establish Iress as Diversity and Inclusion Leader
Employer of Choice recognition demonstrates an organisation which has an active commitment to achieving gender equality.	Maintain WGEA employer of choice status. Identify global recognition program.	Iress achieved this objective. In addition, Iress participated in the Tech Talent Charter and Women in Finance Charter in the UK. Iress also achieved an “Endorsed Employer” status with Work180 covering both the UK and Australia.

• 5.4 As at 31 December 2020:

• (a) there were 3 female directors out of a total of 8, amounting to 37.5% of the Board, excluding the CEO/MD. Including the CEO/MD, the 3 female directors constitute 33.33% of the Board;

• (b) there were 3 female executives out of a total of 14, amounting to 21%; and there were 817 females, out of a total of 2296 people employed by the Group], amounting to 35.58%, compared to 34.02% as at 31 December 2019.

Executives for the purposes of this definition included Iress’ KMP (excluding the CEO/MD and non-executive directors) as well as the regional managing directors in Australia, Singapore, South Africa and the UK.

1. RISK MANAGEMENT

General

• 6.1 The Group has exposure to both financial and non-financial risks and is committed to having risk management policies, processes and practices that support a high standard of risk governance, enabling management to undertake prudent risk-taking activities.

• 6.2 All business activities contain an element of risk. Iress’ philosophy toward risk is to identify the risks in advance, determine potential risk mitigation strategies, assess the risk in terms of the risk/reward equation and then determine how to proceed. Calculated risk taking is viewed as an essential part of Iress’ approach to creating long term shareholder value.

• 6.3 The Board is responsible for approving Iress’ risk management strategy and policies, including the overall internal control framework and believes appropriate policies and procedures are in place to oversee and manage these risks.

• 6.4 The Board has adopted a risk appetite statement, risk management policy and a risk management framework. Under the policy and framework, the tasks of undertaking and assessing risk management and internal control effectiveness are delegated to management through the CEO/MD, the Chief Financial Officer ( CFO ) and the Group General Counsel, including responsibility for the day to day design and implementation of Iress’ risk management and internal control system.

• 6.5 The risk management function of the Board is performed by the Audit & Risk Committee, the terms of reference for which are set out in the Audit & Risk Committee Charter. Management, through the Executive Risk Committee, reports to the Audit & Risk Committee on Iress’ key risks and the extent to which it believes these risks are being adequately managed. The reporting on risk by management is a periodic agenda item at Audit & Risk Committee meetings. The risk reporting framework is generally reviewed annually to ensure it continues to be sound and that Iress is operating with due regard to the risk appetite set by the Board. Iress initiated a review of its risk management framework in 2020 and that review has been extended into 2021 in light of the acquisition in November 2020 of OneVue Holdings Limited ( OneVue ).

Internal Audit

• 6.6 In considering the internal control framework and with specific reference to Recommendation 7.3 of the ASX Corporate Governance Principles and Recommendations, the Board has determined for the present not to establish an internal audit function. Iress has in place processes to evaluate and continually improve its governance, risk management and internal control processes, as described below:

• (a) Financial reporting - there is a comprehensive budgeting system with an annual budget approved by the directors. Monthly actual results are reported against budget or an alternative benchmark (where considered appropriate) and revised internal forecasts for the year are prepared regularly. Procedures are also in place to ensure that disclosure obligations are reviewed and information is reported to the ASX in accordance with continuous disclosure requirements. Iress’ independent external auditors report periodically to the Audit & Risk Committee on the annual audit process which reports include the key controls and information technology systems that govern the financial reporting framework.

• (b) CEO/CFO Declaration - The CEO/MD and CFO have provided a written declaration to the Board in relation to full year accounts, as is required by section 295A of the Corporations Act, and have provided a corresponding declaration for the half year accounts as required by principle 4.2 of the ASX Corporate Governance Principles and Recommendations. Internal control assurance letters are completed by the senior executives of all significant business units, as well as by finance managers, in support of these written declarations.

• (c) Compliance & Regulatory - Iress has compliance and regulatory obligations as a listed entity and pursuant to generally applicable legislative instruments such as the General Data Protection Regulation. Iress is also directly regulated as the holder of Australian Financial Services licences under which Iress delivers various solutions, including its superannuation administration service, managed funds administration services and life insurance comparison service. Iress manages these obligations through its company secretary’s office and through an internal risk and compliance teams, each reporting to the Chief Legal Officer. Any material compliance and regulatory issues are considered by the Executive Risk Committee and reported, as required, to the Audit & Risk Committee.

• (d) Quality and integrity of personnel - Iress’ human resource related policies and procedures are directed towards achieving the highest levels of service and integrity.

• (e) External advice - Iress engages external experts, particularly in the areas of legal, compliance, tax and valuation matters to support management in performing their duties.

• (f) Operating controls - procedures including information systems controls are appropriately documented. Exception and corrective action reports highlight any departures from these procedures.

• (g) Functional specialty reporting - at various times (for example pre and/or post an acquisition), the Board may request additional ad-hoc information to address a particular area of concern or risk.

• (h) Information security governance controls - With respect to information security controls, Iress holds an ISO/IEC 27001:2013 certification for its Information Security Management System which has an effective date of 19 November 2018 to 21 April 2022. ISO/IEC 27001:2013 certification requires organisations to put in place a broad range of internal information security risk controls designed to reduce the likelihood of information security incidents, whether innocent or malicious, and to reduce the impact of such incidents if and when they occur. Iress fulfils this information security risk and audit obligation with a combination of internal resources and external specialist security consultancies performing a number of internal information security audits and risk assessments across the organisation each year according to a three year information security audit plan.

Iress is subject to annual independent audits to uphold its certification to the ISO 27001 Information Security Management Standard See: https://www.iso.org/isoiec-27001-information-security.html Full recertification audits are carried out every three years, with independent intermediate maintenance audits performed each year in between to ensure Iress' ongoing compliance with the standard. Iress was last re-certified in November 2018, with the latest maintenance audit conducted in October 2020. Iress will seek recertification again in 2021.

Accountability for the ongoing ISO/IEC 27001:2013 certification and execution of the management approved information security strategy sits with the Chief Information Security Officer ( CISO ), who reports to the Chief Technical Officer and updates the Board as required. The CISO leads a dedicated global information security team the members of which have appropriate skills and qualifications to perform their roles, augmented by external information security consultancy resources as required.

7. MATERIAL EXPOSURE TO ECONOMIC, ENVIRONMENTAL AND SOCIAL SUSTAINABILITY RISKS

Economic Risk

• 7.1 Iress operates in a dynamic, international and regulated industry and is exposed to economic risks affecting it and its clients over which it often has limited control.

• 7.2 Economic conditions, domestically and internationally, can impact client revenue and accordingly client demand for Iress’ solutions. This risk is mitigated by Iress’ diverse geographic presence and diverse product portfolio, though as noted above the industry which Iress services is international, meaning that economic issues are seldom isolated to single countries.

• 7.3 Iress is also exposed to foreign exchange movements which may affect the value of profits repatriated to Australia. Iress’ presence in several jurisdictions and the increase in relative revenue contributions from those jurisdictions tends to ameliorate some of this exposure. Iress reports foreign exchange movements transparently in its periodic financial statements in order to enable investors to better understand the performance of the underlying business.

• 7.4 Market or technology risk - the risk that a pronounced shift in technology or a pronounced change in the way market-segments organise themselves and make use of Iress’ products or solutions – translates to an economic risk. Iress endeavours to manage this risk by maintaining a highly skilled and educated technology organization and by exploring the potential utilization or impact of emerging technologies. In the same way, Iress endeavours to manage market change by maintaining a high degree of engagement with its customers. In that regard Iress is fortunate that

its customer base, being distributed geographically and comprised of highly sophisticated industry representatives, is likely to be at the forefront of industry change and evolution.

• 7.5 Regulation can also impact Iress and its clients because regulation increases the cost of doing business, or because regulation results in structural changes, including consolidation or fragmentation, both of which can negatively impact Iress client engagements.

• 7.6 Iress’ risk management strategy includes the close monitoring of regulatory developments globally, as these affect our customers and Iress directly. Iress is pro-actively engaged in the development of new and existing relationships with relevant regulatory stakeholders, policy makers, industry associations and media groups to monitor the regulatory landscape. This strategy is focused on limiting potential impacts of regulatory development so that Iress may continue to service its global markets and efficiently respond to compliance requests.

• 7.7 The Iress service offerings includes the management of data and a considerable volume of sensitive information is stored in Iress’ systems, exposing Iress to compliance costs and potential reputational and legal risk. Iress’ risk management and information security strategies include rigour around network design, application of redundancy design and periodic reviews of such infrastructure. See paragraph 6.7(h) above for further detail of Iress’ Information Security governance controls.

Environmental Sustainability Risk

• 7.8 Iress considers that it does not have material exposure to environmental sustainability risks. As a software organisation which is not involved in the extraction of physical or natural resources, Iress’ environmental footprint is small and limited to the energy consumed by its offices and data centres and in travel between its corporate locations. In selecting office and data centre locations Iress has a preference for those with high energy efficiency standards.

Social Sustainability Risk

• 7.9 Iress considers that it does not have exposure to material social sustainability risks.

• 7.10 So far as concerns the wellbeing of Iress employees, Iress’ People & Performance Committee is responsible for monitoring issues and trends relating to occupational health and safety ( OH&S ). Periodic reports on these matters are provided to the People & Performance Committee by management. There were no material OH&S issues in 2020.

• 7.11 Iress periodically conducts staff engagement surveys across its global employee base. The results of these surveys are used to assess and react to key human capital management issues including corporate culture, and staff engagement and satisfaction. Survey results are assessed across a range of factors including gender, function and geography.

• 7.12 Iress launched the Iress Foundation in March 2017, an initiative which encourages engagement by people in their local communities.

ESG Reporting

• 7.13 In March 2019, Iress published an inaugural comprehensive report dealing separately with Environmental, Social and Governance ( ESG ) matters. Iress has and will continue to publish a yearly ESG report.

• BOARD COMPOSITION AND INDEPENDENCE

• 8.1 The Board’s policy is that there should be a majority of independent, non–executive directors to ensure that Board discussions or decisions have the benefit of predominantly outside views and experience and that the majority of directors are free from interests and influences that may create a conflict with their duty to Iress. Maintaining a balance of experience and skills is an important factor in Board composition. Details of each director are set out in summary biographies included on the corporate website. A description of skills and attributes sought in directors is set out below in section 9 together with a matrix of skills of existing directors.

• 8.2 The Board has adopted the definition of independence set out in the ASX Corporate Governance Principles and Recommendations and applies the guidelines set out with that definition to

determine whether the director is generally free of any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director’s ability to act in the best interests of Iress.

• 8.3 The Chair must be an independent director appointed by the Board, and the role of Chair and CEO/MD cannot be fulfilled by the same person.

• 8.4 All of the non-executive directors on the Board (including the Chair) were, during the reporting period, independent. Moreover, in the opinion of the Board, the composition of the Board fairly represents the interests of all shareholders in Iress.

• DIRECTORS’ SKILLS AND EXPERIENCE

Sought after skills

• 9.1 In terms of skills and experience, the Board values the following attributes:

• (a) strategic and commercial skills and experience from related and other businesses, promoting rigorous dialogue with management and providing focused and broader insight and perspectives;

• (b) practical and commercial experience in developing and implementing successful strategic plans;

• (c) industry experience, preferably with similar businesses or other businesses which leverage technology and in particular knowledge, and experience of the financial markets and wealth management industries served by Iress, each of which assists the Board in evaluating the role of and potential for Iress’ technology in those industries;

• (d) financial numeracy and literacy, which may include direct experience in financial accounting and reporting or in investment banking or corporate finance. These skills underpin the ability to probe the adequacy of financial reports and internal controls as well as testing forecasts and assumptions in support of organic investments and acquisitions;

• (e) human resource management experience to assist the Board in formulating and managing CEO/MD succession plans, in setting remuneration policy and in applying that policy to promote shareholder value through targeted and transparent short term and long term incentive programme;

• (f) international experience from relevant businesses or industries outside Australia; and

• (g) corporate governance experience and a commitment to the highest standards of corporate governance, that being essential for a publicly listed company and an organisation with international operations and international investors.

Skills matrix

9.2 The mix of skills and experience of the directors is set out in the matrix below.

Name	Background	Appointed	Elected / Re-Elected	General consistency with sought after skills (in section 9.1)
Mr A D’Aloisio	CEO, strategy, financial markets, senior government, regulatory, governance. Substantial Executive and Non-Executive Director experience.	1 June 2012	2 May 2013 4 May 2016 2 May 2019	✔

Ms N Beattie	Financial technology, regulatory experience, capital markets, strategic advisory. Substantial Executive and Non-Executive Director experience. Experience with stewardship responsibilities for ESG/sustainability and reporting tools and trends.	1 February 2015	7 May 2015 3 May 2018	✔
Mr J Cameron	Technology industry, development and strategy, CEO and marketing experience.	15 March 2010	5 May 2010 2 May 2013 4 May 2016 2 May 2019	✔
Mr M Dwyer	CEO, strategy, superannuation, funds management, government. Board oversight of ESG/sustainability. Substantial Executive and Non- Executive Director experience and knowledge of reporting trends and stakeholder expectations for ESG.	1 February 2020	7 May 2020	✔
Ms J Fahey	Strategy, Technology, Business Transformation, Major Program Delivery. Substantial Executive and Non-Executive Director experience. Knowledge of reporting trends and stakeholder expectations for ESG/sustainability.	5 October 2017	3 May 2018	✔
Mr J Hayes	CFO, financial markets industry experience, accounting and banking.	10 June 2011	3 May 2012 7 May 2015 3 May 2018	✔
Mr G Tomlinson	Financial services, CEO, Managing Director, strategy. Substantial Executive and Non-Executive Director experience. Experience with Board oversight of ESG/sustainability.	1 February 2015	7 May 2015 3 May 2018	✔
Ms T Vonhoff	Investment, retail banking, risk, technology, agribusiness, financial markets. Substantial Executive and Non-Executive Director experience.	1 February 2020	7 May 2020	✔

Link between Board skills and Company strategy

• 9.3 The Board considers that individually and collectively, it has strong capability across a range of diverse but relevant skills and attributes and in particular for a business such as Iress. Such skills, together with the experience of the Board, are suitable to drive the short, medium and long term strategic objectives of the Company, and reflect the Company’s role as the provider of, principally, financial markets and wealth management software in Australia and other global markets.

• BOARD RENEWAL, APPOINTMENT, INDUCTION, TERM AND OTHER DIRECTORSHIPS

• 10.1 The Board plans for its own succession and renewal.

• 10.2 In identifying candidates, the Board takes account of the then current mix of skills and experience represented on the Board. The Board acknowledges the importance of careful planning for

succession and renewal and in specifying a process for identifying and engaging with potential candidates who would complement any gaps in the skills, experience and diversity (including gender diversity) of the Board as then constituted.

• 10.3 The Board undertakes appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director and provides security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director. This information is generally provided through the Notice of Meeting for the relevant meeting of shareholders and through the director addressing that meeting.

• 10.4 The Board has a programme for inducting new directors and providing appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively. This programme includes arranging periodic workshops in conjunction with scheduled Board and committee meetings to ensure the directors are informed of matters relevant to their role as directors.

• 10.5 In accordance with Iress’ constitution, all directors other than the CEO/MD are required to seek re–election at least once every three years on a rotating basis.

• 10.6 In order to ensure that composition of the Board will change over time, the Board has a general policy that non-executive directors should not serve for a period exceeding 12 years, and that the Chair should not serve in that role for more than 10 years. None of the current non-executive directors have been directors for a period exceeding 12 years (the longest tenure as at 31 December 2020 was John Cameron at 10 years and 9 months).

• 10.7 Directors are required continually to evaluate the number of Boards on which they serve to ensure that each can be given the time and attention required to fulfil their duties and responsibilities. Directors are required to seek approval from the Chair prior to accepting an invitation to become a director of any corporation.

• BOARD ACCESS TO INFORMATION, COMPANY SECRETARIAL SUPPORT AND INDEPENDENT ADVICE

• 11.1 All directors have unrestricted access to all employees of the Group and, subject to the law, access to all Company records and information held by Group employees and external advisers. The Board receives regular detailed financial and operational reports from executives.

• 11.2 The Company Secretary is accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board.

• 11.3 Any director can seek independent professional advice at Iress’ expense in the furtherance of his or her duties, subject to prior discussion with the Chair. If this occurs, the Chair must notify the other directors of the approach, with any resulting advice received to be generally circulated to all directors.

• REMUNERATION

• 12.1 Non–executive directors are paid an annual fee within a fixed amount approved for all non– executive directors by shareholders. The total aggregate maximum annual amount approved by Iress’ shareholders is currently $1,500,000 per annum, which was approved by the shareholders at the Annual General Meeting in 2019.

• 12.2 For further information relating to the Group’s remuneration practices, and details relating to directors’ and executives’ remuneration during the financial year, see the Audited Remuneration Report in the Annual Report.

• 12.3 Other than as reported in the Annual Report, no additional fees were paid to directors for serving on subcommittees during the period. As members of management, executive directors, when appointed, do not receive any additional directors’ fee.

• 12.4 The relevant interests of each director in the share capital of Iress at the date of this report, as notified to the ASX pursuant to the ASX Listing Rules ( Listing Rules ) and section 205G of the Corporations Act, are set out in the Annual Report.

• CONFLICT OF INTEREST

• 13.1 In order to ensure that any interests of a director in a particular matter to be considered by the Board are brought to the attention of all the directors, Iress has developed protocols consistent with obligations imposed by the Corporations Act and the Listing Rules, to require each director to disclose any contracts, offices held, interests in transactions and other directorships which may involve any potential conflict. Appropriate procedures have been adopted to ensure that, where the possibility of a material conflict arises, relevant information is not provided to the director, and the director does not participate in discussions on the particular issue, or vote in respect of the matter at the meeting where the matter is considered.

14. BOARD COMMITTEES

• 14.1 The Board has two standing committees, namely an Audit & Risk Committee and a People & Performance Committee. Iress has adopted an Audit & Risk Committee Charter and a People & Performance Committee Charter to define the tasks and responsibilities delegated to those committees.

• 14.2 The Board periodically reviews the Audit & Risk Committee and People & Performance Committee Charters.

• 14.3 Executives attend Board and committee meetings by invitation whenever particular matters arise that require management presentations or participation.

• 14.4 With specific reference to Recommendation 2.1 of the ASX Corporate Governance Principles and Recommendations (‘…The board of a listed entity should have a nomination committee…’), the Board has determined not to have a separate Nomination Committee. Instead, the Board is responsible for its own succession planning, and for ensuring that it has an appropriate balance of skills, knowledge, experience, independence and diversity. The Board’s nomination responsibilities are referred to in 3.2(g) and 10.1 -10.2 above, and are addressed in Iress’ Board Charter.

15. AUDIT & RISK COMMITTEE

• 15.1 Each member of the Audit & Risk Committee during 2020 was an independent, non–executive director. During 2020, the Audit & Risk Committee comprised:

• J Hayes (Chair);

• M Dwyer (appointed 6 May 2020);

• J Fahey;

• J Seabrook (resigned 7 May 2020);

• A D'Aloisio (resigned from the committee 6 May 2020);

• G Tomlinson; and

• T Vonhoff (appointed 6 May 2020).

• 15.2 Members of the Audit & Risk Committee are financially literate and the Board is of the opinion that the members of the committee possess sufficient financial expertise and knowledge of the industry in which Iress operates. Details of the qualifications of the Audit & Risk Committee members and their attendance at committee meetings are included in the Annual Report.

• 15.3 The Audit & Risk Committee reviews the financial statements, adequacy of financial controls and the annual external audit arrangements and reviews and oversees systems of risk management and internal controls. It monitors the controls and financial reporting systems, applicable Company

policies, national and international accounting standards and other regulatory or statutory requirements.

• 15.4 The Audit & Risk Committee also liaises with Iress’ external auditors, reviews the scope of their activities, their remuneration and independence, and advises the Board on their appointment and removal. It is Board policy that the lead external audit partner and review partner are each rotated periodically.

• 15.5 The CFO, other relevant company officers (as required) and the lead external audit partner participate at meetings of the Audit & Risk Committee.

• 15.6 The Board has adopted a policy that Iress’ external auditor shall not provide non–audit services that may detract from the external auditor’s independence and impartiality or be perceived as doing so. Any other services provided by the external auditor are reviewed on a case by case basis and must be approved in advance by the Audit & Risk Committee Chair where the value of those services is below a specified value or by the full committee where that value is exceeded.

• 15.7 The Board requires the external auditor to attend the Iress’ Annual General meeting to answer questions from security holders relevant to the audit. The external auditor was present at Iress’ 2020 Annual General Meeting.

• 15.8 Iress, through the Audit & Risk Committee, has complied with its obligations under Recommendation 4.1(a)(1) and (2) and Recommendation 7.1(a)(1) and (2) of the ASX Corporate Governance Principles and Recommendations.

• 15.9 In addition, in satisfaction of Recommendation 4.2 of the ASX Corporate Governance Principles and Recommendations and in conjunction with the Corporations Act, the Board, before it approves Iress’ financial statements for a relevant financial period, receive from its CEO/MD 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.

• PEOPLE & PERFORMANCE COMMITTEE

• 16.1 The role of the People & Performance Committee in relation to remuneration matters is to assist and advise the Board to fulfil its responsibilities on matters relating to the compensation, bonuses, incentives and remuneration issues of the directors, executives and staff. The People & Performance Committee is also responsible for reviewing the performance evaluations prepared by the CEO/MD for the direct reports to the CEO/MD, and reporting on these evaluation criteria and their application to the Board, as well as developing and regularly reviewing succession plans prepared by the CEO/MD for the CEO/MD’s direct reports, and for other senior executives.

• 16.2 The People & Performance Committee Charter allows directors to access the services of independent professional advisers to assist in the search for high–calibre people at all levels and to ensure that the employment terms and conditions offered by Iress are competitive with those offered by comparable companies

• 16.3 Each member of the People & Performance Committee during 2020 was an independent, nonexecutive director. During 2020, the People & Performance Committee comprised:

• J Fahey (Chair) (appointed 12 February 2020);

• J Seabrook (Chair) (resigned as Chair 12 February 2020 and from the Committee on 7 May 2020);

• N Beattie;

• J Cameron;

• M Dwyer (appointed 6 May 2020); and

• T Vonhoff (appointed 6 May 2020).

• 16.4 Details of the qualifications of the People & Performance Committee members and their attendance at committee meetings are included in the Annual Report.

• 16.5 Iress, through the People & Performance Committee, has complied with its obligations under Recommendation 8.1(a)(1) and (2) of the ASX Corporate Governance Principles and Recommendations.

17. CONTINUOUS DISCLOSURE

• 17.1 The Board has a Disclosure and Communications policy and has procedures in place which are designed to ensure that information reported to the ASX is in accordance with the continuous disclosure requirements of its Listing Rules. The Board regularly reviews Iress’ compliance with its continuous disclosure obligations. The Company Secretary is responsible for coordinating disclosure of information to the ASX, the Australian Securities and Investments Commission and shareholders as well as for providing the Board with copies of all material market announcements promptly after they have been made.

• 17.2 In addition to Iress’ obligations to disclose information to the ASX and to distribute information to shareholders, Iress:

• (a) publishes annual and half–year reports, media releases, and other relevant publications on its website, at https://www.iress.com ;

• (b) gives its shareholders the option to receive communications from, and send communications to, the entity and its security registry electronically; and

• (c) releases a copy of substantive new analyst and investor presentations to the ASX ahead of the presentation.

• 17.3 The Board encourages full participation of shareholders at the Annual General Meeting to ensure a high level of accountability and discussion of the Group’s strategy and goals. In 2020, Iress encouraged shareholders to participate at the company’s virtual Annual General Meeting.

• 17.4 With the aim of ascertaining the true will of the shareholders attending and voting at a meeting of shareholders, all substantive resolutions at a meeting of shareholders are decided by a poll rather than a show of hands.

18. PERIODIC REPORTING

• 18.1 Referring to recommendation 4.3 of the ASX Corporate Governance Principles and Recommendations, Iress publishes limited periodic unaudited reports. These comprise the annual directors’ report, and the Environment, Sustainability and Governance Report ( ESG Report ) (first published in April 2019). Prior to publication, these reports undergo a rigorous process of internal review to determine the integrity of those reports through the Marketing & Communications function, the Group General Counsel, CFO and CEO and other disciplines as required by the subject matter. In addition, the ESG Report is prepared with the assistance of an experienced external ESG consultant. The Board is confident that these reports are materially accurate and provide a balanced view of the information contained in the reports.

19. DIRECTOR MINIMUM SHAREHOLDER REQUIREMENT

• 19.1 The Board acknowledges the importance of aligning the interests of non-executive directors with the interests of shareholders and, to that end, the Board has adopted a policy according to which all non-executive directors, within three years of their appointment, are required to accumulate Iress shares in an amount equivalent in value to the base level annual director fee (that is, excluding additional fees for holding the position of Chair of any Board subcommittee or holding the position of Board Chair). During the three year period, non-executive directors are expected to acquire and hold one third of the required amount in each year following their appointment.

20. SECURITIES DEALINGS

• 20.1 The Board has adopted an Employee Share Trading policy. The policy precludes directors, executives and employees from dealing in Iress’ securities during three defined blackout periods, as follows:

• (a) in relation to the full year results, from 15 December to the close of trading on the business day after the day Iress’ annual results are announced to the ASX;

• (b) in relation to the half yearly results, from 15 June to the close of trading on the business day after the day Iress’ half yearly results are announced to the ASX; and

• (c) in relation to the AGM, from two weeks prior to the date of Iress’ AGM to the close of trading on the business day after Iress’ AGM.

• 20.2 Subject to insider trading laws, dealing in shares outside these periods is permitted without prior approval from the Board, the CEO/MD or the Company Secretary. In the case of directors (and their associates), prior approval from the Chair (or in the case of the Chair, the Chair of the Audit & Risk Committee) is required for all dealings in Iress’ securities and in the case of other senior executives (and their associates), approval is required from the CEO/MD or CFO.

• 20.3 All directors, executives and employees are prohibited from trading in Iress’ securities at any time if they possess price-sensitive information not available to the market and which could reasonably be expected to influence the market. At no time may directors, executives and employees engage in short term dealings in Iress’ shares.

• 20.4 Hedging of unvested share rights is also prohibited. The Board’s view is that any share right participant who enters into such schemes on the unvested component of their rights would be in breach of the terms and conditions of the grant, and the Board would exercise its right to cancel any of these hedged share rights.

• 20.5 As required by the Listing Rules, Iress notifies the ASX of any transaction conducted by directors in the securities of Iress.

• ENGAGEMENT WITH SHAREHOLDERS

• 21.1 Iress acknowledges the importance of engendering a sound understanding of the company’s business, strategy, performance and governance amongst its investor community (shareholders and their various representatives) and has an investor relations programme to facilitate engagement with investors. This programme includes engagement through ASX market announcements, publication of material on Iress’ Investor Relations webpage and analyst briefings convened from time to time during the year and in particular in conjunction with Iress’ full and half year results announcements. Iress also engages with proxy advisers to discuss issues relating to trending and best practice in corporate governance.

• BOARD AND SENIOR EXECUTIVE EVALUATION

• 22.1 The Board annually undertakes an evaluation of the performance of the Board, its committees and individual directors and periodically commissions an external and independently facilitated evaluation. Members of Iress’ executive key management personnel are included as contributors in the evaluation process. The Board evaluated its performance as well as that of its committees and individual directors in 2020.

• 22.2 The performance of senior executives is evaluated each year by the CEO/MD and the People & Performance Committee. That process involves assessing the performance of the senior executives against individual strategic objectives. Those objectives are derived from the overall corporate strategic objectives. Such an evaluation was undertaken in 2020.

23. ADDITIONAL CORPORATE GOVERNANCE INFORMATION

• 23.1 The corporate governance section of Iress’ website contains various materials relating to corporate governance, including the Board Charter, Committee Charters, Code of Ethics and Conduct Policy, and other information (including relevant corporate governance policies).