Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

IVE Group Limited

ABN/ARBN 62 606 252 644	Financial year ended:
62 606 252 644	30 June 2022

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

These pages of our ☐ annual report: This URL on our http://investors.ivegroup.com.au/investor-centre/?page=corporate☒ website: governance

The Corporate Governance Statement is accurate and up to date as at 25 August 2022 and has been approved by the board.

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

Date: 25 August 2022 Name of authorised officer Sarah Prince authorising lodgement:

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

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

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

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

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

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

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

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

Page 1

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

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in 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.	☒ and we have disclosed a copy of our board charter at: http://investors.ivegroup.com.au/investor-centre/?page=corporate- governance	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.2	A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.	☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.4	The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.	☒	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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

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

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	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: http://investors.ivegroup.com.au/investor-centre/?page=corporate- governance and we have disclosed the information referred to in paragraph (c) in the Corporate Governance Statement	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.6	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	☒ and we have disclosed the evaluation process referred to in paragraph (a) in the Corporate Governance Statement and whether a performance evaluation was undertaken for the reporting period in accordance with that process in the Corporate Governance Statement	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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

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

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

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1	The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.	☒ and we have disclosed a copy of the charter of the committee at: http://investors.ivegroup.com.au/investor-centre/?page=corporate- governance and the information referred to in paragraphs (4) and (5) at: in the Directors’ Report contained within the 2022 Annual Financial Report located athttp://investors.ivegroup.com.au/Investor- Centre/?page=financial-results	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership.	☒ and we have disclosed our board skills matrix in the Corporate Governance Statement	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.3	A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, affiliation or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.	☒ and we have disclosed the names of the directors considered by the board to be independent directors in the Corporate Governance Statement and the length of service of each director in the Corporate Governance Statement	☐ set out in our Corporate Governance Statement

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

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

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

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	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
3.4	A listed entity should: (a) have and disclose an anti-bribery and corruption policy; and (b) ensure that the board or committee of the board is informed of any material breaches of that policy.	☒ and we have disclosed our anti-bribery and corruption policy, which forms part of the Company’s Code of Conduct at: http://investors.ivegroup.com.au/investor-centre/?page=corporate- governance	☐ set out in our Corporate Governance Statement

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1	The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non- executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.	☒ and we have disclosed a copy of the charter of the committee at: http://investors.ivegroup.com.au/investor-centre/?page=corporate- governance and the information referred to in paragraphs (4) and (5) at: in the Directors’ Report contained within the 2022 Annual Financial Report located athttp://investors.ivegroup.com.au/Investor- Centre/?page=financial-results	☐ set out in our Corporate Governance Statement
4.2	The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.	☒	☐ set out in our Corporate Governance Statement
4.3	A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor.	☒	☐ set out in our Corporate Governance Statement

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

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

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

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	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
6.5	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	☒	☐ set out in our Corporate Governance Statement
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1	The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.	☒ and we have disclosed a copy of the charter of the committee at: http://investors.ivegroup.com.au/investor-centre/?page=corporate- governance and the information referred to in paragraphs (4) and (5) in the Directors’ Report contained within the 2022 Annual Financial Report located at http://investors.ivegroup.com.au/Investor- Centre/?page=financial-results	☐ set out in our Corporate Governance Statement
7.2	The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the board; and (b) disclose, in relation to each reporting period, whether such a review has taken place.	☒ and we have disclosed whether a review of the entity’s risk management framework was undertaken during the reporting period in our Corporate Governance Statement	☐ set out in our Corporate Governance Statement

Page 10

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in 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
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 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 in our Corporate Governance Statement and, if we do, how we manage or intend to manage those risks in our Corporate Governance Statement.	☐ set out in our Corporate Governance Statement

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.	☒ and we have disclosed a copy of the charter of the committee at: http://investors.ivegroup.com.au/investor-centre/?page=corporate- governance and the information referred to in paragraphs (4) and (5) in the Directors’ Report contained within the 2022 Annual Financial Report located at http://investors.ivegroup.com.au/Investor- Centre/?page=financial-results	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
8.2	A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.	☒ and we have disclosed separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives 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
8.3	A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.	☒ and we have disclosed our policy on this issue or a summary of it in our Corporate Governance Statement.	☐ set out in our Corporate Governance StatementOR ☐ we do not have an equity-based remuneration scheme and this recommendation is therefore not applicableOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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

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ABN 62 606 252 644

CORPORATE GOVERANCE STATEMENT

30 JUNE 2022

The Board is responsible for the overall corporate governance of IVE Group Limited ( IVE , the IVE Group , or the Company ), including adopting appropriate policies and procedures designed to ensure that IVE is properly managed to protect and enhance Shareholder interests.

The Board monitors the operational and financial position and performance of IVE and oversees its business strategy, including approving the strategic goals of IVE. The Board is committed to maximising performance, generating appropriate levels of Shareholder value and financial return, and sustaining the growth and success of IVE.

In conducting business with these objectives, the Board is committed to ensuring that IVE is properly managed to protect and enhance Shareholder interests, and that IVE, its Directors, officers and employees operate in an appropriate environment of corporate governance. Accordingly, the Board has created a framework for managing IVE, including adopting relevant internal controls, risk management processes and corporate governance policies and practices, which it believes are appropriate for IVE’s business and that are designed to promote the responsible management and conduct of IVE.

Details of IVE’s key governance policies and the charters for the Board and each of its committees are available on IVE’s website at http://investors.ivegroup.com.au/investor-centre/?page=corporategovernance.

This Corporate Governance Statement reports against the 4th edition of the ASX Corporate Governance Council’s Principles and Recommendations ( ASX Principles ) and the practices detailed in this Corporate Governance Statement are current as at 25 August 2022. This Corporate Governance Statement has been approved by the Board and is available on the IVE website under ‘Investors – Corporate Governance’ at https://www.ivegroup.com.au/.

IVE Group Limited Corporate Governance Statement 30 June 2022

Principle 1: The Board lays solid foundations for management and oversight

Role and responsibilities of the Board and management

The Board is responsible for the overall direction of IVE with oversight and review of the management, administration and overall governance of IVE.

The Board Charter provides a framework for the effective operation of the Board. The Board Charter sets out (among other things) the:

Board’s composition and process;
Board’s role and responsibilities;
relationship and interaction between the Board and management; and
authority delegated by the Board to management and Board committees.

The Board’s role is to, among other things:

represent and serve the interests of Shareholders by overseeing and appraising IVE’s strategies, policies and performance;
protect and optimise IVE’s performance and build sustainable value for Shareholders in accordance with any duties and obligations imposed on the Board by law and the Constitution and within a framework of prudent and effective controls that enable risk to be assessed and managed;
set, review and ensure compliance with IVE’s values and governance framework and risk appetite (including establishing and observing high ethical standards); and
ensure Shareholders are kept informed of IVE’s performance and major developments affecting its state of affairs.

Matters that are specifically reserved for the Board or its committees include:

appointment of the Chairman and/or the ‘senior independent director’;
appointment and replacement of the Company Secretary/ies and overview of the appointment and replacement of senior executives;
appointment and removal of the Chief Executive Officer;
appointment of Directors to fill a vacancy or as an additional Director;
establishment of Board committees, their membership and delegated authorities;
approval of dividends and distributions;
approval of major capital expenditure, acquisitions and divestitures in excess of authority levels delegated to management;
setting measurable objectives of the Company to achieve gender and broader diversity in the composition of the Board, senior executives and the workforce generally;
calling of meetings of Shareholders; and
any other specific matters nominated by the Board from time to time.

The management function is conducted by, or under the supervision of, the Executive Chairman and Chief Executive Officer as directed by the Board (and by other officers to whom the management function is properly delegated by either the Executive Chairman or Chief Executive Officer).

The Board has established the following committees to assist it in discharging its functions:

Audit, Risk and Compliance Committee ( ARCC ); and
Nomination and Remuneration Committee ( NRC ).

The Board’s responsibilities are set out in the Board Charter, which is available on the IVE website under ‘Investors – Corporate Governance’: https://www.ivegroup.com.au/.

IVE Group Limited Corporate Governance Statement 30 June 2022

Access to information and independent professional advice

Management must supply the Board with information in a form, timeframe and quality that will enable the Board to discharge its duties effectively. Directors are entitled to request additional information at any time they consider it appropriate.

The Board collectively, and each Director individually, has the right to seek independent professional advice, subject to the approval of the Chairman, or the Board as a whole.

Board meetings

The Board holds regular meetings and meets as frequently as required.

For details of the current Directors, their qualifications, skills and experience, refer to ‘Information on Directors’ in the Directors’ Report contained within the 2022 Annual Financial Report. For details of Directors’ attendance at Board and committee meetings for the year ended 30 June 2022, refer to ‘Meetings of Directors in the Directors’ Report contained within the 2022 Annual Financial Report.

Appointment and re-election of Directors

The Board, together with the NRC, determines the size and composition of the Board, subject to the terms of the Constitution.

The Board comprises Directors with a broad range of skills, expertise and experience from a diverse range of backgrounds. When appointing new Directors, the Board, together with the NRC, will review the skills represented by Directors on the Board and determine whether the composition and mix of those skills remain appropriate for IVE’s strategy, subject to limits imposed by the Company’s Constitution and the terms served by existing Non-executive Directors.

At the commencement of the Director selection process, IVE undertakes appropriate checks on potential candidates to consider their suitability. Such checks were undertaken with regards to the appointment of Andrew Bird as a non-executive Director in April 2022.

In addition, Shareholders will be provided with details about each Director for election or re-election in the notice of meeting for the Annual General Meeting ( AGM ) to enable Shareholders to make a decision on election/re-election.

Pre-employment checks for Senior Executives

As with Directors, IVE undertakes appropriate checks on potential candidates to consider their suitability.

Written Agreements with Directors and Senior Executives

IVE enters into a written agreement with each Director and senior executive setting out the terms of the appointment.

Company Secretaries

All Directors have direct access to the Company Secretaries who are responsible to the Board on all matters relating to the conduct and functions of the Board and committees. The Company Secretaries responsibilities are set out in the Board Charter, which is available on the IVE website under ‘Investors – Corporate Governance’: https://www.ivegroup.com.au/.

IVE has two Company Secretaries, Darren Dunkley and Sarah Prince. For details of their qualifications, skills and experience, refer to ‘Information on Directors’ in the Directors’ Report contained within the 2022 Annual Financial Report.

The Company Secretaries are accountable directly to the Board.

IVE Group Limited Corporate Governance Statement 30 June 2022

Diversity and inclusion

An integral part of its core values is IVE’s commitment to building a strong and diverse workforce and promoting a corporate culture that embraces diversity and inclusion. IVE’s Diversity & Inclusion Policy ( Policy ) actively facilitates a more diverse and representative leadership, management and companywide structure. IVE is committed to ensuring diversity permeates all areas and levels of the business, with every individual feeling included, safe and supported to express themselves authentically in IVE activities.

On an annual basis, the NRC is responsible for reviewing the:

effectiveness of the Diversity & Inclusion Policy by:
assessing IVE’s progress towards the achievement of any measureable objectives and any strategies aimed at achieving the objectives; and
reporting to the Board recommending any changes to the measurable objectives, strategies or the way in which they are implemented; and
relative proportion of women and men on the Board, in senior management positions and in the workforce at all levels of the IVE Group and submit a report to the Board outlining the findings.

The Company established a number of years ago a Diversity & Inclusion Program ( D&I Program ). The D&I Program is supported by a Diversity Committee which includes representatives of the senior leadership team and the broader workforce. The Company has set cornerstone actions on diversity and inclusion which are key initiatives that encompass all employee groups and form the basis and action framework of the D&I Program. The cornerstone actions and progress on those actions are as follows:

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Cornerstone Action Progress
Establishing the IVE Diversity & Inclusion ‘Site ambassadors’ are in place in each site. The
Sub-Committees; site ambassadors play a key role in the execution
and communication of key D&I initiatives.
Challenging and mitigating bias, through Executive and senior management awareness
awareness training and education; training has been delivered through Diversity
Council Australia (DCA), of which IVE are members.
The workshops provided context to diversity and
inclusion metrics in Australia, provided learnings
on unconscious bias and how to identify this, as
well as providing recommendations to reduce this
in day to day life.
Providing Employee Assistance Program (EAP) Employee support via the EAP was 10% higher in
services, along with access to other broad FY22 compared to FY21, as a result of targeted
lifestyle benefits to employees and their families, initiatives to raise awareness (ie RUOK Day) and
recognising the importance of a nourishing and also proactive referral from within the business.
balanced work-family-life relationship; The support through the EAP has been of great
benefit to employees needing support with
pandemic challenges.
Mental Health First Aid refresher training was
completed during FY22 for our accredited Mental
Health First Aiders. The presence of these First
Aiders has continued to be beneficial to the
business across FY22, with numerous instances
where we could offer assistance to employees
in need.
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IVE Group Limited Corporate Governance Statement 30 June 2022

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Cornerstone Action Progress
Celebrating our diversity through ongoing A number of awareness initiatives executed in FY22
awareness campaigns and special events; including:
• RUOK Day and Liptember (September 2021)
• International Women’s Day (March 2022)
• Pride Week (June 2022)
Registration for ‘Stepping Into’, the Australian
Network in Disability internship program – we
again participated in this intern program through
FY22. We had great success with a Graphic Design
intern within our creative services team in Sydney.
Partnership with community groups and national Continued membership of Diversity Council
networks and associations; Australia, Pride in Diversity and Australian
Network on Disability.
Integrating diversity approaches into key processes We partnered with an external provider to
including recruitment, training, performance conduct an comprehensive employee workplace
management, rewards, communication, survey which included, amongst a range of other
stakeholder engagement, procurement and product important areas, a significant focus on obtaining
development; and greater insight into the diversity and inclusiveness
across our workforce (areas covered included
nationality, gender, sexual identity & orientation,
indigenous identity and disability). The survey
was undertaken in Q4, and we had excellent
participation from employees, with close to 1,000
employees (55%) completing the survey. This has
provided us with valuable data and insight to
both better understand and celebrate the diversity
within the business, as well as provide input for
future areas of focus and new initiatives.
Building a safe workplace by taking action Nil reported incidents
against inappropriate workplace behaviour that
does not value diversity and inclusion, including
discrimination, harassment, bullying, victimisation
and vilification.
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Our IVE Care program focusses on ensuring and improving two key areas of our business – the wellbeing, diversity and inclusion, and health and safety of all our employees; and the quality and security of our products and services for our clients. The program’s dual focus on employees and clients assists in raising awareness and celebrating the diversity of our workforce with our clients.

Workforce diversity

The senior leadership team remains stable, experienced and cohesive. In all recruitment diversity is considered and IVE is continually reviewing its recruitment practices to identify areas that may be further enhanced to achieve gender/broader diversity at the senior executive level and throughout its workforce generally. The Company is proud of the significant ethnic diversity within the IVE workforce – we have employees born across 58 different countries, spanning 70 different cultural backgrounds.

As referenced above, IVE undertook a comprehensive company-wide Employee Workplace Survey during FY22. The results of the Survey will provide the Company with meaningful data regarding its workforce, from which the Company can further develop and refine the Company’s polices and goals with regards to diversity and inclusion.

IVE Group Limited Corporate Governance Statement 30 June 2022

The Diversity & Inclusion Policy is available on the IVE website under Investors at: https://www.ivegroup. com.au/.

IVE is a ‘relevant employer’ under the Workplace Gender Equality Act 2012 and recent ‘Gender Equality Indicators’ can be found in its public report to The Workplace Gender Equality Agency at www.wgea. gov.au/report/public-reports. Public reports are submitted by three entities within the IVE Group - IVE Employment (Australia) Pty Ltd, IVE’s employment entity, IVE Employment (Victoria) Pty Ltd and IVE Distribution Pty Ltd.

IVE’s workforce diversity is as follows:

Female employees as a percentage of workforce participation as at 30 June 2022 (against 30 June 2020 and 30 June 2021)

	Female	Female	Female	Male	Male	Male
	30 June 2020	30 June 2021	30 June 2022	30 June 2020	30 June 2021	30 June 2022
Board	33%	33%	28.6%	67%	67%	71.4%
Non-executive Board Directors	50%	50%	40%	50%	50%	60%
Management*	33%	32%	28%	67%	68%	72%
Overall for IVE Group	33%	33%	35%	67%	67%	65%

*The IVE Management Team is defined as those employees (circa 35) that are broadly considered key to the effective management of the business. This excludes all directors who are included in the Board’s statistics.

Performance review of the Board

The NRC is responsible for establishing the processes for reviewing the performance of the Board, the Board’s committees and individual Directors.

During the year ended 30 June 2022, the Board undertook a formal, externally facilitated performance review of Board performance.

The scope of the external review was agreed in advance with the Board and involved questionnaires and formal interviews with each Director, the Chief Executive Officer and Chief Financial Officer. The external consultant analysed the questionnaire results and prepared a written report for the Board.

The external consultants provided a number of recommendations as part of their report. Each recommendation had been considered by the Board and the Board has agreed an action plan to address the opportunities for continuous improvement.

The Board also considered a review of Directors seeking re-election at the AGM to enable a recommendation to be made by the Board to Shareholders.

Performance review of executive management

The NRC is responsible for reviewing and recommending arrangements for the executive Directors, the Chief Executive Officer, and the executives reporting to the Chief Executive Officer, including contract terms, annual remuneration and participation in IVE’s short and long-term incentive plans. In doing so,

IVE Group Limited Corporate Governance Statement 30 June 2022

the NRC considers the implications for IVE’s reputation and standing in the community if it was seen to pay excessive remuneration to Directors and senior executives.

The performance of executives is monitored regularly by the Executive Chairman and Chief Executive Officer at business performance review meetings and performance is measured through a combination of both individual and Group financial and non-financial key performance indicators. The Board monitors the performance of the Executive Chairman in his executive role through reviewing the business performance at each Board meeting and the performance against key financial and non-financial performance indicators. Non-executive Directors also confer separately to evaluate the performance of the Executive Chairman.

The processes outlined above were followed throughout the year for all executives, including the Executive Chairman and the Chief Executive Officer.

Further detail on performance indicators for long term incentive plans is provided in the Remuneration Report contained within the 2022 Annual Financial Report.

Principle 2: The Board is structured to add value

Nomination and Remuneration Committee ( NRC )

The NRC:

has three members, all independent Non-executive Directors;
is chaired by Gavin Bell, who is an independent Non-executive Director. During FY22 the other members were Sandra Hook and James Todd, each independent Non-executive Directors;
has a charter which is available on the IVE website under ‘Investors – Corporate Governance’: https:// www.ivegroup.com.au/.
in its function as a nomination committee, assists the Board in fulfilling its corporate governance responsibilities in regard to:
developing 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 to ensure that the Board has the necessary skills to discharge its obligations effectively and to add value;
reviewing and recommending to the Board:
- the size and composition of the Board, including review of Board succession plans and the succession of the Executive Chairman and Chief Executive Officer;
- the criteria for Board membership;
- the composition and membership of the Board;
facilitating performance evaluation of the Board, its committees and individual Directors and developing and implementing plans for identifying, assessing and enhancing Director competencies and considering if a Director’s performance has been impacted by other commitments;
reviewing and making recommendations in relation to any corporate governance issues as requested by the Board from time to time;
implementing and periodically reviewing the effectiveness of the Director induction process and whether there is a need for existing Directors to undertake appropriate professional development opportunities; and
annually reviewing the Diversity Policy and reporting to the Board in accordance with the Diversity Policy.

IVE Group Limited Corporate Governance Statement 30 June 2022

The NRC may obtain information from, and consult with, management and external advisers, as it considers appropriate.

For details of the number of NRC meetings and the attendance at those meetings, refer to ‘Meetings of Directors’ in the Directors’ report contained within the 2022 Annual Financial Report.

Non-executive Directors inform the Executive Chairman before accepting any new appointment as a Director of another listed entity, any other material directorship or other position that may bring with it a significant time commitment.

Board skills matrix

The Board seeks to ensure that it has the appropriate mix of skills, knowledge and experience to guide IVE and assist management achieve the strategic objectives set by the Board.

The Board skills matrix looks at the current skills and diversity of the Board and its needs going forward. The Board considers that there is currently an appropriate mix of skills, diversity and experience on the Board, taking into account the size of IVE and the nature of IVE’s operations.

The Board considered the Board skills matrix following the appointment of Cathy Aston in FY21 and the matrix assisted the NRC and Board identify the skills and experience required in appointing Andrew Bird. The Board skills matrix has also been reviewed and updated following the appointment of Andrew Bird in April 2022.

The mix of skills and experience in the current Board, and that the Board would look to maintain, and build on, includes:

Industry experience – Understanding of the sectors in which IVE operates.
Strategy – Ability to identify and critically assess strategic opportunities and threats to the organisation. Develop strategies in context to our policies and business objectives.
Remuneration – Ability to review and make recommendations regarding remuneration structures, including equity incentives.
Risk Management – Identify and monitor key risks to the organisation related to each key area of operations.
Legal and Governance – Ability to review legal, regulatory and governance developments and impact on IVE.
Marketing – Experience in marketing, digital marketing and e-commerce.
Mergers and Acquisitions – Experience in identifying and managing the process for mergers and acquisitions, including integration.
Interpersonal Skills – Ethics and integrity, leadership and contribution.
Other – Diversity and previous board experience.

IVE Group Limited Corporate Governance Statement 30 June 2022

Diagram – Board skills and experience

The extent to which these skills and experience is present amongst the current Directors is shown below:

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0 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
Financial and audit
Strategy
Remuneration
Risk Management
Legal and Governance
Industry experience
Marketing
Mergers and acquisitions
Leadership
Ethics and Integrity
Contribution
Diversity
Previous Board experience
0 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
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The skills matrix was reviewed and updated during the year and the NRC agreed it remains appropriate with the combined skills, diversity and experience to discharge its responsibilities as a publicly listed entity and execute its strategic objectives over the short, medium and long term. This includes:

enhancing IVE’s value proposition through continuous diversification and innovation and the addition of new products;
strengthening market position including through new customer origination and cross selling initiatives; and
building on previous capital investment, acquisition integration and targeted productivity investment programs on existing operational platforms.

The Board has identified the following areas that it agrees could be enhanced further when considering future appointments to the Board:

Diversity – the Board’s gender diversity during much of the reporting period was 33% female which is above the 30% recommended target for entities in the S&P/ASX300 Index. Following the appointment of Andrew Bird as an additional NED, the Board currently comprises 28.57% female directors. The Board will also consider other diversity contributions including age, ethnicity and backgrounds when considering future appointments to the Board.

IVE Group Limited Corporate Governance Statement 30 June 2022

Disruption, digital, cyber security – the digital world is constantly evolving and at a heightened pace. The Board is cognisant that keeping up-to-date with advancements in technology is imperative to not only protecting IVE but also recognising growth opportunities both for itself, its customers and clients. This current Directors recognise the importance of further training and development in this everchanging area to enhance their understanding of the risks and opportunities for the Company. The Board also recognises that such expertise is a desirable skill set of any candidates considered for future election to the Board.

The Board will continue to monitor and update the skills matrix at least annually to ensure that as IVE develops the Board comprises the appropriate mix of skills and experience.

The Board recognises the importance of succession and renewal. It continues to monitor the Board composition accordingly.

Independence

During the reporting period, the Board comprised a majority of independent Directors. As at the date of this Statement, the Board comprises seven Directors, including an Executive Chairman, five independent Non-executive Directors and one additional Executive Director.

The Board considers an independent Director to be a Non-executive Director who is not a member of management and who is free of any business or other relationship that could materially interfere with, or reasonably be perceived to interfere with, the Director’s ability to act in the best interests of IVE. The Board considers the materiality of any relationship on a case by case basis and has adopted materiality guidelines in this regard. The Board regularly reviews the independence of Directors against the criteria for assessing independence as is suggested by the ASX Corporate Governance Council’s Principles and Recommendations (4th ed). A full explanation of the criteria used to determine independence of Directors can be found in the Board charter, available on the IVE website under ‘Investors – Corporate Governance’: https://www.ivegroup.com.au/.

Currently, five of the seven Directors are independent as detailed in the table below, allowing for a majority of independent Directors. The independent Directors meet separately as a group if necessary.

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Length of service/
Director Independence status
Appointment date
Geoff Selig Not independent as Executive Chairman June 2015
(Executive Chairman) of IVE and a Director of Caxton Print Holdings,
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Director Geof Selig* (Executive Chairman)	Independence status Not independent as Executive Chairman of IVE and a Director of Caxton Print Holdings,	Length of service/ Appointment date June 2015
	a substantial shareholder in IVE
Gavin Bell	Independent	November 2015
Cathy Aston	Independent	December 2020
Sandra Hook	Independent	June 2016
Paul Selig*	Not independent as an Executive Director	June 2015
	and a Director of Caxton Print Holdings,
	a substantial shareholder in IVE
James Todd*	Independent	June 2015
Andrew Bird	Independent	April 2022

Note each of these Directors were Directors of IVE Group from 2012, although they were not appointed to IVE Group Limited until its incorporation in 2015.

IVE Group Limited Corporate Governance Statement 30 June 2022

The Executive Chairman is an Executive Director and there is a clear division of responsibility between the Executive Chairman and the Chief Executive Officer. Matthew (Matt) Aitken holds the role of Chief Executive Officer of the Company.

Recommendation 2.5 of the ASX Principles recommends that the chairman should be an independent nonexecutive director. This recommendation has not been followed and the Board continues to be satisfied that having an Executive Chairman is appropriate for IVE at this stage as the benefits of the experience with the business over time that the Executive Chairman brings outweigh the benefits of having an independent Non-executive Director in the role. In addition, the Board has appointed Gavin Bell as the Senior Independent Director to fulfil the role of Chair whenever the Executive Chairman is conflicted, to support the review of the Executive Chairman’s performance as part of the Board performance evaluation process and to act as a separate channel of communication for security holders in particular where those communications may concern the Executive Chairman.

For details of the current Directors, their qualifications, skills and experience refer to ‘Information on Directors’ in the Directors’ Report.

Induction and education

The NRC is responsible for implementing an induction program for all new Directors and ensuring that IVE provides appropriate professional development opportunities for continuing Directors.

A detailed induction is provided to all new Directors to enable new appointees to gain a sound understanding of the Company’s business and strategy.

A new director is provided an induction program and materials designed to introduce the director to all aspects of the Company’s business and strategy. The induction of Andrew Bird included meetings with the Chairman and the other directors, the CEO and senior management to gain insight into the business. Mr Bird’s induction also included site visits, access to materials to assist with his understanding of the Company’s strategy, culture, values and financial, operational and risk management position.

To achieve continuing improvement in Board performance, all Directors are encouraged to undergo regular professional development to ensure that they maintain the skills and knowledge required to carry out their role as Directors effectively. In practice, areas of professional development are considered as part of the annual Board evaluation progress and mapped out through the annual Board calendar. Activities include regular site visits, presentations by external parties on various topics and ’deepdives’ and presentations by senior executives to provide the Board with a better understanding of the operations of the business and to discuss the business with key staff.

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

IVE Vision, Purpose and Values

The vision and purpose of IVE is to maintain and grow a highly respected, strong and sustainable business for all key stakeholders – our staff, our clients and our Shareholders. Core to this is ensuring a value proposition that maintains its relevance to our clients’ ever evolving communications needs.

IVE unlocks value for our stakeholders through the powerful combination of our brand values that are the guiding principles of our behaviour - core to this is our ’one company philosophy’.

IVE Group Limited Corporate Governance Statement 30 June 2022

IVE VALUES

Collaborative	Smart
As specialists, we collaborate to deliver holistic	We’re focused on leading the way with practical,
customer focused solutions for our clients. Drawing	progressive and innovative solutions. Always
on our combined skills, we partner with our	looking ahead and reading the shifts in our sector,
clients in a flexible and friendly manner to deliver	we anticipate what’s coming next and invest
exceptional outcomes.	accordingly.
Accountable	Passion
We have a responsibility to our clients, our shareholders and our staf to be honest, upfront	We’re a dynamic business full of genuine, passionate people – always at the ready, to deliver
and accountable. Every moment matter, so we’re always on point and ready to deliver reliable, efective marketing solutions.	more for our clients. We believe in the work we do and the benefts we provide. It’s what drives us all to go further every day.

Code of Conduct (including IVE’s policy on anti-bribery and corruption)

The Board recognises the need to observe the highest standards of corporate practice and business conduct. Underpinned by IVE’s core values, the Board has adopted the Code of Conduct, which outlines how IVE expects its representatives to behave and conduct business in the workplace and includes legal compliance and guidelines on appropriate ethical standards and anti-bribery and corruption. All employees of IVE (including temporary employees, contractors and the IVE’s Directors) must comply with the Code of Conduct.

The Code of Conduct is designed to:

provide a benchmark for professional behaviour throughout IVE;
support IVE’s business reputation and corporate image within the community; and
make Directors and employees aware of the consequences if they breach the Code of Conduct.

Material breaches of the Code of Conduct, including the anti-bribery and corruption policy, are required to be reported to the ARCC and where appropriate, the Board.

The Code of Conduct is available on the IVE website under ‘Investors – Corporate Governance’ at: https:// www.ivegroup.com.au/.

Whistleblower Policy

The Company is committed to the highest level of integrity and ethical standards in all business practices. Employees must conduct themselves in a manner consistent with current community and Company standards and in compliance with all relevant legislation.

The Company is committed to providing an environment where its employees and others are encouraged to raise issues of legitimate concern, including any unacceptable behaviours and business practices, without fear of victimisation, detriment or other retribution.

The Whistleblower Policy describes the process for making protected disclosures under the Corporations Act 2001 (Cth) ( Corporations Act ) and how any disclosures will be handled.

Material incidents reported under the Whistleblower Policy are required to be reported to the ARCC and where appropriate, the Board.

The Whistleblower Policy is available on the IVE website under ‘Investors – Corporate Governance’ at: https://www.ivegroup.com.au/.

IVE Group Limited Corporate Governance Statement 30 June 2022

Principle 4: Safeguard the integrity of corporate reports

Audit, Risk and Compliance Committee ( ARCC )

The ARCC:

has three members, all Independent Non-executive Directors;
is chaired by Cathy Aston, who is an independent Non-executive Director. Other members are Gavin Bell and James Todd, each Independent Non-executive Directors; and
has a charter that is available on the IVE website under ‘Investors – Corporate Governance’ at: https:// www.ivegroup.com.au/.

In accordance with its charter, all members of the ARCC are financially literate and have familiarity with financial management. For further details regarding the qualifications of the members of the ARCC refer to the Directors’ Report contained within the 2022 Annual Financial Report.

The primary roles of the ARCC includes:

overseeing the process of financial reporting (including to assist the Chief Executive Officer and Chief Financial Officer ( CFO ) to provide the declaration under section 295A of the Corporations Act and satisfy itself as to the processes used to verify the integrity of financial reports that are not audited or reviewed by the external auditor), internal control, continuous disclosure, financial and non-financial risk management and compliance and external audit;
monitoring IVE’s compliance with laws and regulations and IVE’s own policies;
encouraging effective relationships with, and communication between, the Board, management and IVE’s external auditor; and
evaluating and making recommendations in relation to the adequacy and effectiveness of IVE’s risk management and internal control processes established to identify and manage areas of current, potential and emerging sources of risk and to seek to safeguard the assets of IVE, noting that IVE does not have a formal internal audit function.

The ARCC’s roles in relation to audit include reviewing and making recommendations to the Board in relation to the:

reporting of financial information;
appropriate application and amendment of accounting policies; and
appointment, independence and remuneration of the external auditor.

Under the ARCC charter, it is the policy of IVE that its external auditing firm must be independent of it. The ARCC will review and assess the independence of the external auditor on an annual basis.

The ARCC may obtain information from, and consult with, management, the external auditor and external advisers, as it considers appropriate. The ARCC also has access to the external auditor to discuss matters without management being present.

For details regarding the number of ARCC meetings and the attendance at those meetings, refer to ‘Meetings of Directors’ in the Directors’ Report contained within the 2022 Annual Financial Report.

Selection and rotation of the external auditor

The ARCC is responsible for recommending to the Board the appointment, removal or replacement of the external auditor and its signing partner, the terms of appointment, any re-appointment and audit fees, and any fees for non-audit services.

IVE Group Limited Corporate Governance Statement 30 June 2022

Chief Executive Officer and CFO declaration

Prior to Board approval of IVE’s half year and annual financial reports, the Chief Executive Officer and CFO provide the Board with declarations required under section 295A of the Corporations Act and Recommendation 4.2 of the ASX Principles.

For the half year ended 31 December 2021 and the financial year ended 30 June 2022, the Chief Executive Officer and CFO made a declaration in accordance with section 295A of the Corporations Act and Recommendation 4.2 of the ASX Principles. The declaration was formed on the basis of a sound system of risk management and internal control which is operating effectively.

Process to verify the integrity of non-audited periodic corporate reports

All periodic corporate reports that are not otherwise subject to audit or review by an external auditor are reviewed in accordance with an internal verification procedure to ensure the integrity and accuracy of the information included in those reports. This verification procedure involves a systematic checking and sign off procedure. Where possible, each statement or number is linked back to an independent external or internal source document.

Principle 5: Make timely and balanced disclosure

The Board’s aim is to ensure that Shareholders are kept informed of all major developments affecting the state of affairs of the IVE Group.

IVE has adopted the Continuous Disclosure Policy to ensure compliance with the explicit requirements and the spirit and intent of its disclosure obligations under the Corporations Act and ASX Listing Rules.

Under the Continuous Disclosure Policy, a Disclosure Committee has responsibility for compliance with IVE’s continuous disclosure obligations. The Disclosure Committee is comprised of the Executive Chairman, Chief Executive Officer and CFO (or their delegates) and meets as required to assess disclosure matters. The Disclosure Committee is responsible for:

overseeing and co-ordinating disclosure of information to ASX, analysts, brokers, Shareholders, the media and the public; and
obtaining approval from the Chief Executive Officer, CFO and Executive Chairman (or the Board where required) for disclosure.

When IVE gives a new or substantive investor or analyst presentation, a copy is released to the ASX prior to giving that presentation.

Directors receive a copy of all announcements promptly after they have been released to the ASX.

Sarah Prince, one of the Company Secretaries has primary responsibility for all communication with ASX in relation to ASX Listing Rule matters.

The Continuous Disclosure Policy is available on the IVE website under ‘Investors – Corporate Governance’ at: https://www.ivegroup.com.au/.

Principle 6: Respect the rights of security holders

IVE respects the rights of its Shareholders and to facilitate the effective exercise of those rights, IVE has adopted the Communication Strategy. The Communication Strategy is available on the IVE website under ‘Investors – Corporate Governance’ at: https://www.ivegroup.com.au/.

This strategy facilitates effective two-way communication with investors through information provided on the website, Shareholder meetings, ability to contact IVE or its share registry with any questions and ability to sign up for investor updates via email.

IVE Group Limited Corporate Governance Statement 30 June 2022

IVE operates with an in-house investor relations department. Investors and potential investors, whether institutional or retail, buy and sell side analysts, proxy advisors and financial media are encouraged to contact IVE’s Investor Relations department directly, the contact details are available on the IVE website at: http://investors.ivegroup.com.au/Investor-Centre/?page=contacts. Information gathered from these meetings with investors, including significant comments or concerns raised, will be raised with senior executives and the Board.

Throughout the reporting period, the Company has actively engaged with its shareholders through investor updates, face to face meetings and the Company’s first virtual annual general meeting.

Company website

IVE encourages its investors and potential investors to visit its new website which articulates IVE’s business, products and services and value proposition to its customers and clients. IVE’s website, https://www.ivegroup.com.au/, is regularly kept up-to-date to maintain effective communication with Shareholders and stakeholders.

The following information is available on the website:

all ASX announcements made to the market since listing on the ASX, including annual and half year financial results, are posted on IVE’s website at https://www.ivegroup.com.au/ as soon as they have been released by the ASX;
notices of meetings and explanatory material, IVE’s financial reports and copies of all investor presentations made to analysts and media briefings;
Company profile and brands;
members of the Board and senior leadership team;
corporate governance charters and policies;
details of IVE’s corporate social responsibility; and
contact details.

Alternatively, Company announcements can be accessed from the ‘announcements’ section of the ASX website (ASX code: IGL).

Shareholder engagement and participation

The contact details of IVE and its share registry (see below under ‘Electronic communications’) are available to Shareholders to address and facilitate any Shareholder-related enquiries.

IVE will be holding its 2022 AGM in Sydney and full details will be set out in the notice of meeting which will be lodged on the ASX. Shareholders have the opportunity to attend the AGM, ask questions, participate in voting and meet the Board and executive management in person.

Shareholders who are unable to attend the AGM are encouraged to vote on the proposed motions by appointing a proxy via the proxy form accompanying the notice of meeting or online through the share registry’s website. Shareholders also have the opportunity to submit written questions to IVE and its external auditor, or make comments on the management of IVE and access AGM presentations and speeches made by the Executive Chairman and Chief Executive Officer prior to the commencement of the meeting. IVE will publish results of the meeting to the ASX and on its website following the conclusion of the AGM.

All substantial resolutions considered at the Company’s AGM will be decided by poll rather than a show of hands, as occurred at the 2021 AGM.

IVE Group Limited Corporate Governance Statement 30 June 2022

Electronic communications

IVE’s contact details are available on the IVE website under ‘contact’. Shareholders can also contact its share registry, Link Market Services at [email protected].

Shareholders may elect to receive all Shareholder communications (including notification that the 2022 Annual Financial Report is available to view, notices of meeting and payment statements) by email. Electronic communications have the added advantage of being more timely and cost effective, which benefits all Shareholders. Shareholders should contact Link Market Services if they would like to elect to receive electronic communications.

Principle 7: Recognise and manage risk

Audit, Risk and Compliance Committee ( ARCC )

In its function as a risk committee, the ARCC assists the Board in fulfilling its corporate governance responsibilities with regard to oversight of IVE’s risk management system and internal control systems.

Details of the ARCC and its membership are contained in the disclosure under Principle 4. For details regarding the number of ARCC meetings and the attendance at those meetings, refer to ‘Meetings of Directors’ in the Directors’ Report contained within the 2022 Annual Financial Report.

Risk management policy

IVE’s ARCC Charter sets out the requirements, roles and responsibilities for managing risks across the IVE Group. The ARCC charter is available on the IVE website under ‘Investors – Corporate Governance’ at: https://www.ivegroup.com.au/.

The ARCC’s primary role with respect to financial and non-financial risk management and compliance are to review and report to the Board that:

the ARCC has, at least annually, reviewed IVE’s risk management framework to satisfy itself that it continues to be sound and is operating in due regard to the risk appetite set by the Board;
adequate policies and processes have been designed and implemented to manage identified risks;
a review by management or the Board is undertaken to test the adequacy of and compliance with prescribed policies; and
proper remedial action is undertaken to redress areas of weakness.

During the reporting period, the Board (through the ARCC) conducted an annual review of IVE’s material risks and the relevant controls as identified on the risk register. In addition, the Risk Management Framework Policy which clearly documents the risk management framework and Board approved risk appetite, was reviewed during the reporting period. The Committee is satisfied that the risk management framework continues to be sound and that the Company is operating in due regard to the risk appetite set by the Board.

IVE has in place a risk management system designed to ensure that it explicitly identifies the risks it faces, including emerging risks, and has measures in place to keep those risks to an acceptable minimum. The approach is based on the ISO 31000:2018 Risk management standard and distinguishes risk that presents both threats and opportunities to IVE.

Risk owners have been assigned responsibility for the identified risks in the Risk Register. It is their responsibility to ensure the controls in respect of the risk are adequate and appropriately implemented.

IVE’s Risk Assessment Matrix is used as the benchmark in planning and implementing the risk management measures. It takes into consideration the nature, scale and complexity of the business.

IVE Group Limited Corporate Governance Statement 30 June 2022

The risk management systems for IVE:

ensure that processes to identify, assess and treat risks are clearly documented;
ensure these processes are suitable for IVE’s objectives and operations; and
enable regular review, on at least an annual basis for currency, appropriateness, effectiveness and relevance to the business.

The risk management system is dynamic and is designed to adapt to IVE’s developments and any changes in the risk profile over time. Compliance measures are used as a tool to address identified risks.

The risk management system is based on a structured and systemic process which takes into account IVE’s internal and external risks.

IVE’s risks may come from any internal or external event which, if it occurs, may affect the ability to efficiently and effectively operate:

Internal risks – those risks that specifically relate to IVE’s business itself and as such as generally within its control. They include risks such as employee related risks, strategic risks, and financial risks.
External risks – those risks that are outside the control of IVE. They include risks such as market conditions, cybersecurity and legislative change.

Risks are managed by IVE through the effective implementation of various controls, which include:

Board approved risk management framework;
maintenance of a risk register; and
regular review of risks and controls, particularly as the business changes.

Senior management has reported to the Board (through the ARCC) on the effectiveness of the management of the material risks faced by IVE during the financial year ended 30 June 2022.

Key risks identified that showed an increase in their likelihood or continue to be closely monitored due to their potential impact were:

Supply Chain Volatility – this risk continues to be closely monitored due to the impact of global shipping delays, raw material shortages, and the residual labour shortages across the supply chain as a result of the COVID-19 pandemic. The Company takes an active approach to managing this risk for example through established relationships with both current and potential alternative suppliers who meet the Company’s stringent supplier credentials, increasing inventory holdings, planning production in advance and passing on increased costs to customers.
Environmental, Social and Governance – the Company has engaged and is working with expert advisers to further build on our ESG credentials and to ensure ESG is embedded on an ongoing basis as core to IVE’s sustainability and success. We recognise the global focus on climate change, acknowledge that this may impact IVE’s operations, and however believe the Company is well placed to build on our already strong ESG credentials. Further disclosures on climate change are included in the Operating and Financial Review included in the 2022 Annual Financial Report which is available on IVE’s website at http://investors.ivegroup.com.au/ Investor-Centre/?page=financial-results.
Pandemic – this risk was included as part of the 2020 review of the Company’s risk register and has been reviewed and monitored throughout the reporting period to the date of this statement. Considerable effort has been made to maintain the business continuity of each business unit has been documented within a Pandemic Plan and incorporated within the Business Continuity Plan. In addition the Company has managed work from home for employees where possible, increased on-site cleaning, split shifts to limit exposure to other staff, encouraged vaccination of staff through an incentive program and only allowed vaccinated staff, customers and suppliers on site.

IVE Group Limited Corporate Governance Statement 30 June 2022

Labour Supply – the Company has actively managed this risk through salary reviews, training and development of staff, the offering of staff benefits including a comprehensive Employee Assistance Program and shares in the Company, the provision of a flexible and supportive workplace environment, career progression opportunities and succession planning.
Existing Competition driving down margins – the Company has actively managed this risk through operating highly efficient operations, leveraged scale to procure COGS at lowest cost, and continuous high levels of customer service.
Macro-economic risk – increasing inflation rates, energy costs and other costs to the business and its customers have increased the likelihood of this risk impacting the Company. Management is actively managing this risk by closely monitoring the macro-economic environment, passing on cost increases to customers where possible and reviewing margin impacts.
Changing customer & client expectations – this risk relates to the Company’s ability to adapt to changing customer and client expectations, driven by new or disruptive technologies. The Company mitigates this list by engaging with customers to seek their feedback, constantly reviewing the sustainability of products and services and investing in new products and services (including via acquisition).
Cybersecurity – the Company has increased its focus on mitigation of cyber security risk during the reporting period. As part of this, the Company engaged an external expert provider to assist with a review of the Company’s approach to cyber security and the provision of recommendations to further strengthen the Company’s approach.
Workplace health and safety incidents – the Company monitors and manages WHS risks very closely. The CEO and senior leadership team constantly undertake reviews and audits of the Company’s health and safety plans and there are WHS experts within the leadership team to manage the plans across the Company. In addition, senior executive short term incentive remuneration is tied in part to WHS.

The Board (through the ARCC) has reviewed the Company’s risk management framework and is satisfied that it is sound.

Internal audit

Due to the size and current stage of development of IVE, IVE does not have an independent internal audit function. Oversight of the effectiveness of IVE’s risk management and internal control processes currently form part of the responsibilities of management and continues to develop. ARCC will continue to monitor and consider establishing an independent internal audit function if appropriate in future.

Economic, environmental and social sustainability risks

IVE has exposures to economic sustainability risks, including:

Market risk which includes the competitive landscape, key customer relationships, demand for products and services, successful integration of acquisitions and keeping up to date with technology. The adverse effects that could be caused by these risks includes downward pricing pressure, impair IVE’s ability to retain existing customers or win new customers and lower utilisation of assets.
Financial risks which include foreign exchange fluctuations, increasing interest rates on borrowings, availability of inputs and changes in input costs and seasonal revenue. The effects of these risks could be lower profitability.
Supply chain challenges in the short term.

IVE Group Limited Corporate Governance Statement 30 June 2022

These risks are managed by General Managers and the senior leadership team regularly reviewing and evolving the product and service offering, ensuring thorough due diligence processes for any acquisitions, clear foreign exchange policies and practices and constant review of financial performance and drivers of any changes.

IVE does not have material exposures to environmental and social sustainability risks, although IVE’s approach to managing these risks is outlined below.

IVE applies best practice environmental management. IVE’s environmental and quality management systems form a critical component of its market leading production, warehouse and distribution facilities. IVE offers highly advanced operations with outstanding environmental and quality credentials, including:

Program for Endorsement of Forest Certification (PEFC)™, Chain of Custody certification
Forest Stewardship Council (FSC), Chain of Custody® certification
ISO 14001 certification
ISO 9001 certification

IVE’s approach to environmental management utilises the three R’s: Reduce, Re-use and Recycle. This means that wherever possible, IVE seeks to actively minimise its impact on the environment. This can be as simple as recycling programs across all sites, through to assisting customers with re-engineering their products to reduce the environmental impact.

In addition, the Company is actively engaging with expert advisers to consider how it can better manage its operations and reduce ESG related risks.

Principle 8: Remunerate fairly and responsibly

Nomination and Remuneration Committee ( NRC )

In its function as a remuneration committee, the NRC assists the Board in fulfilling its corporate governance responsibilities in regard to:

engaging remuneration consultants (if any);
reviewing and making recommendations regarding Non-executive Director arrangements including remuneration contract terms;
reviewing and making recommendations in respect of executive remuneration policies and remuneration for senior executives (including for executive Directors);
consider the implications for IVE’s reputation and standing in the community if it was seen to pay excessive remuneration to Directors and senior executives;
ensuring that no individual Director or senior executive is involved in deciding his or her own remuneration;
reviewing and facilitating shareholder and other stakeholder engagement in relation to the Company’s remuneration policies and practices;
reviewing and approving short term incentive strategy, performance targets and bonus payments;
reviewing and making recommendations to the Board major changes and developments to IVE’s equity based incentive plans.

Details of the NRC and its members are contained in the disclosure under Principle 2. Details of the number of NRC meetings and the attendance at those meetings, refer to ‘Meetings of Directors’ in the Directors’ Report contained within the 2022 Annual Financial Report.

IVE Group Limited Corporate Governance Statement 30 June 2022

Remuneration report and remuneration policies

In relation to remuneration issues, the Board (with the assistance of the NRC) has established a remuneration philosophy to ensure that it remunerates fairly and responsibly. The remuneration philosophy of the Board is designed to ensure that the level and composition of remuneration is competitive, reasonable and appropriate for the results delivered and able to attract and maintain talented and motivated Directors and employees.

Details about IVE’s remuneration philosophy, policies and practices are provided within the Remuneration Report, which is part of the Directors’ Report contained within the 2022 Annual Financial Report. As detailed in the Remuneration Report, the structure of Non-executive Directors’ remuneration and that of executives is clearly distinguished. Non-executive Directors receive fees, which do not include any incentive payments. Executives participate in incentive plans as detailed in the Remuneration Report contained within the 2022 Annual Financial Report. There are also no retirement schemes for Nonexecutive Directors, other than superannuation.

Equity-based remuneration scheme

IVE has established the IVE Group Equity Incentive Plan, under which eligible participants receive Performance Rights which are an entitlement to receive a Share for no consideration on satisfaction of specified conditions.

The Board will use equity-based remuneration to reward, motivate and retain management. The Board’s objective is to implement a remuneration framework that aligns the interests of participants with IVE’s strategic objectives in order to maximise shareholder value.

Under the IVE Group Equity Incentive Plan and Securities Dealing Policy, participants are prohibited from entering into any arrangement, including any financial product that operates to limit the economic risk of the Options, Performance Rights and Restricted Shares, prior to vesting or becoming exercisable (as relevant).

The terms and conditions of the IVE Group Equity Incentive Plan are available on the ‘Announcements’ section of the ASX website for ‘IGL’ lodged on 16 December 2015. The Securities Dealing Policy is also available on the IVE website under ‘Investors – Corporate Governance’ at: https://www.ivegroup.com.au/.

Further detail is available in the Remuneration Report contained within the 2022 Annual Financial Report.

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IVE GROUP LIMITED — Governance Information 2022

65109_rns_2022-08-24_91623ae4-db8e-4926-9f10-4406a37ff066.pdf

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

CORPORATE GOVERANCE STATEMENT

30 JUNE 2022

Principle 1: The Board lays solid foundations for management and oversight

Access to information and independent professional advice

Board meetings

Appointment and re-election of Directors

Pre-employment checks for Senior Executives

Written Agreements with Directors and Senior Executives

Company Secretaries

Diversity and inclusion

Workforce diversity

Female employees as a percentage of workforce participation as at 30 June 2022 (against 30 June 2020 and 30 June 2021)

Performance review of the Board

Performance review of executive management

Principle 2: The Board is structured to add value

Nomination and Remuneration Committee ( NRC )

Board skills matrix

Diagram – Board skills and experience

Independence

Induction and education

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

IVE Vision, Purpose and Values

IVE VALUES

Code of Conduct (including IVE’s policy on anti-bribery and corruption)

Whistleblower Policy

Principle 4: Safeguard the integrity of corporate reports

Selection and rotation of the external auditor

Chief Executive Officer and CFO declaration

Process to verify the integrity of non-audited periodic corporate reports

Principle 5: Make timely and balanced disclosure

Principle 6: Respect the rights of security holders

Company website

Shareholder engagement and participation

Electronic communications

Principle 7: Recognise and manage risk

Audit, Risk and Compliance Committee ( ARCC )

Risk management policy

Internal audit

Economic, environmental and social sustainability risks

Principle 8: Remunerate fairly and responsibly

Nomination and Remuneration Committee ( NRC )

Remuneration report and remuneration policies

Equity-based remuneration scheme

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IVE GROUP LIMITED Governance Information 2022