MEGAPORT LIMITED — Governance Information 2023

Aug 21, 2023

==> picture [184 x 23] intentionally omitted <==

==> picture [349 x 22] intentionally omitted <==

Megaport Limited (the Company or Megaport ) and its Board are committed to achieving and demonstrating the highest standards of corporate governance.

At Megaport, corporate governance refers to the combination of rules, relationships, systems, and processes by which authority is exercised and controlled and encompasses the mechanisms by which the Company, the Board, and its senior executive team are held to account.

Megaport Limited has reviewed its corporate governance practices against the Corporate Governance Principals and Recommendations (the Fourth Edition) published by the ASX Corporate Governance Council.

The 2023 Corporate Governance Statement reflects the corporate governance practices in place throughout the 2023 financial year. The Company’s ASX Appendix 4G, which is a checklist cross-referencing the ASX Principles and Recommendations to the relevant disclosures in either this statement, the Company’s website (https://www.megaport.com/investor/) or the Annual Report, has been filed with the ASX on 22 August 2023.

The 2023 Corporate Governance Statement has been approved by the Board and is current as at 22 August 2023. A description of the Group’s current corporate governance practices is set out in the Group’s Investor Centre, which can be viewed at https://www.megaport.com/investor/.

Principle 1 Complies NOTE
Principle 1 – Lay solid foundations for management and oversight

• 1.1 Companies should have and Complies 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.

The Board is responsible for the overall corporate governance of the Company.

The respective roles of the Board and delegation to management have been formalised in the Corporate Governance Charter ( Charter ), which outlines the main corporate governance practices in place for the Company and to which the Board and each Director are committed. A copy of the Charter is available on the Company’s website.

The conduct of the Board is also governed by the Company’s constitution and the Company’s code of conduct. A copy of the constitution and code of conduct is available on the Company’s website. The Board maintains the following roles and responsibilities:

• demonstrating leadership, defining the Company’s purpose, and setting its strategic objectives;

1

• approving the Company’s statement of values and code of conduct to underpin the Company’s desired culture and monitoring and promoting ethical and social responsibility by the Company;

• maintaining oversight of the Company and monitoring financial and non-financial risks to the Company;

• appointing the Chair and Lead Independent Director;

• appointing and removing the Chief Executive Officer ( CEO ), overseeing the CEO’s development and assessing the CEO’s performance, determining the CEO’s remuneration, and providing counsel to the CEO;

• ratifying the appointment and the removal of senior executive officers and the Company Secretary and overseeing annual senior executive performance reviews;

• overseeing succession plans for the CEO and other senior executives;

• setting the risk appetite within which the Board expects management to operate and reviewing and monitoring the risk management framework at least annually to ensure that the Company is operating with due regard to the risk appetite set by the Board;

• ensuring the Company’s remuneration policies for Directors and senior executives are aligned with the Company’s purpose, values, strategic objectives, and risk appetite;

• approving and formulating Company strategy and policy, and monitoring management’s implementation of the Company’s strategic objectives, code of conduct, and values;

• ensuring that an appropriate framework exists for relevant information to be reported by senior executives to the Board;

• approving and monitoring operating budgets and major capital expenditure;

• overseeing the integrity of the Company’s accounting and corporate reporting systems, including the external audit;

• monitoring industry developments relevant to the Company;

• ensuring appropriate human resource systems are in place and promoting diversity within all levels of the Company;

• developing suitable key performance indicators of financial performance for the Company and its business;

2

• overseeing the Company’s corporate strategy and performance objectives developed by the senior executive team;

• overseeing the Company’s compliance with its continuous disclosure obligations and ensuring corporate accountability to shareholders;

• approving the Company’s remuneration framework;

• delegating appropriate powers to the CEO, senior executives, and committees to ensure the effective day-to-day management of the Company; and

• monitoring the overall corporate governance of the Company.

The Board has delegated day-to-day management of the Company to the CEO and other senior executives ( management ). The Company’s management is responsible for the following:

• implementing the strategic objectives set by the Board;

• instilling and reinforcing the Company’s values;

• operational and business management of the Company within the values, code of conduct, budget, and risk parameters set by the Board;

• the day-to-day running of the Company; and

• providing the Board with accurate, timely and clear information to enable the Board to perform its responsibilities.

The Charter sets out the role of the Chair. The Chair’s responsibilities include:

• providing leadership to the Board and the Company;

• facilitating effective contribution from all Directors;

• promoting constructive and respectful relations between the Board and management; and

• ensuring the Board fulfils its obligations under the Charter.

Ms Seddon is the Company’s Lead Independent Director. The Lead Independent Director’s responsibilities are set out in the Charter and include:

• ensuring that conflicts of interest of the Board are identified and managed appropriately;

• acting as a liaison point for the independent Directors, if required; and

3

• communicating views expressed by independent Directors in relation to the Board’s business and responsibilities.

Senior executives have their roles and responsibilities defined in specific position descriptions.

• 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.

• Complies

• The Board, with assistance from the remuneration and nomination committee, considers the skills, qualifications, experience, character, education and associations of potential candidates to the Board and conducts police checks, insolvency and banned Director searches to confirm the suitability of candidates prior to their election. The Board considered these matters and conducted relevant checks and searches prior to Mr Michael Reid’s appointment to the Board on 15 May 2023.

The Company has processes in place to ensure that comprehensive information about a candidate is provided to shareholders to enable them to make an informed decision on whether or not to elect or re-elect a Director.

The Company provided the following information in relation to Mr Jay Adelson and Ms Naomi Seddon, who each stood for election as a Director at the Company’s 2022 AGM:

• the relevant Director’s biographical details, including their qualifications and experience and the skills they bring to the Board;

• the term of office currently served by the relevant Director; and

• confirmation that the Board supports the appointment of the relevant Director.

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

• 1.4 The company secretary of a listed entity should be accountable directly to the Board, through the Chair, on

• Complies

• Complies

• The Company has entered into written agreements with each Director and senior executive personally.

The terms of appointment with each Director cover matters such as the term of appointment, the time commitment envisaged committee roles and other special duties, requirements to disclose interests that could affect the Director’s independence, corporate policies and procedures, indemnity and insurance arrangements, access to corporate records and remuneration entitlements.

• Ms Celia Pheasant performed the role of Company Secretary between 1 July 2022 and 14 September 2022, and was re-appointed on 3 March 2023. Ms Emily McCaffery performed the role of Company Secretary between 14 September 2022 and 3 March 2023. The Company Secretary is directly accountable to the Board through the Chair.

4

all matters to do with the proper functioning of the Board.

Ms. Pheasant’s and Ms McCaffery’s biographical details and qualifications are included in the FY23 Annual Report.

The Charter sets out the role of the Company Secretary. The Company Secretary is responsible for:

• advising the Board and any committee on governance matters;

• monitoring the Charter to ensure it is followed; and

• coordinating the timely completion and despatch of Board and committee papers and draft minutes; and

• helping to organise and facilitate the professional development of Directors.

Each of the Directors is able to communicate directly with the Company Secretary.

The decision to appoint or remove the Company Secretary is reserved for the Board.

• 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:

Complies

• The Company’s Diversity Policy is available on the Company’s website at https://www.megaport.com/investor/leadership-governance/. Megaport continues to target gender diversity as a core objective. During FY23, the Company recruited 4 external advisors to its Diversity & Inclusion Advisory Board, two of whom were internal appointments and two external diversity, equality and inclusion specialists[1] .

• As at 30 June 2023, the percentage of women in the whole organisation was 26%, a decrease of 3.9% from FY22. The proportion of women senior executives increased from 25% to 37.5%. The representation of female Directors on the Board remained constant at 43%, with female Directors representing 50% of non-executive Directors on the Board.

• The Company’s FY23 measurable objectives and progress towards achieving those objectives are as follows:

• (1) the measurable objectives set for that period to achieve gender diversity;

• (2) the entity’s progress towards

1 Advisory Board meetings were paused from May 2023 to allow the Company to focus on its cost out program. Meetings are expected to recommence in FY24.

5

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.

	FY23 Objective	Actions	FY23 Achievement	Comment
Women in General workforce	41%	• The Company continued the targeted development of its women leaders via Microsoft’s “Women Rising” program • The Company made its second submission to the Workplace Gender Equality Agency (WGEA)	26%	• Workforce gender demographics for the Company as at 30 June 2023 were: • Men - 71% • Women - 26% • Undisclosed - 3% • Globally the average percentage of women in the technology industry is 26.7%. • Four female employees participated in the ‘Women Rising” program with very positive outcomes, including enhanced leadership skills and increased confidence.
Gender diversity of senior executive team	27%	• The Company continued to invite Executive minus 1 level employees to regular Executive meetings, with a focus on providing female employees	37.5%	• Following changes in the senior executive team, 3 out of the 8 current executive roles are held by women.

6

		with the opportunity to observe, participate and present to the Executive.
Gender diversity of Board	50%	• The Company actively reviewed succession planning for the recruitment of female Board Directors.	• 43% of all Board members • 50% non- executive Directors	• Succession planning is ongoing. • A balanced Board of 50:50 male to female non- executive Board members has been maintained.

The Company defines ‘senior executive’ as the CEO, Chief Financial Officer, Chief Marketing and Product Officer, Chief Revenue Officer, Chief Technology Officer, VP of Corporate Development and General Counsel.

	FY2023 Objective	Actions	Achievement
Under- represented Minorities (URM)	Continue Focus for URM: • Understand cultural diversity across the business • Work with partners to focus on female and low- income students to excel in STEM undergraduate majors	• The Company continued its engagement with	• The Company delivered unconscious bias training to staff • The Company hired a neurodiverse employee via JobSupport, an Australian organisation representing workers with autism
		Code to College
		• The Company
		continued its
		partnership with
		representative
		organisations to
		increase support
		for neurodiversity

7

==> picture [406 x 346] intentionally omitted <==

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

• Review neurodiversity
opportunities in the
technology sector
• Identify opportunities to
extend activity with
resources with special
needs (e.g. physical
disability)
Cultural • The Company
Continue focus for cultural • Continued global
Diversity delivered training
diversity initiatives mentoring
focused on
program and
unconscious bias and
education
cultural awareness.
workshops for all
• The Company
employees on
continued providing
mental health
mental health first
management in
aid training to staff
the workplace.
and currently has 13
accredited mental
health first aiders
Increase • The Company hosted
Create LGBTIQ ally group to • The Company
Allyship with an LGBTIQ forum at
increase activities specifically continued its
focus on our Brisbane office in
supporting LGBTIQ partnership with
LGBTIQ partnership with
interactions Pride
initiatives Pride Professionals.
Professionals
----- End of picture text -----

Megaport’s FY24 Diversity Measurable Objectives are available on the Company’s website at https://www.megaport.com/investor/leadership-governance/.

8

• 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 in accordance with that process during or in respect of that period.

• 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.

• Complies

• Complies

• The responsibilities of the Board for monitoring its performance and that of its committees and Directors are set out in the Corporate Governance Charter and the Standing Rules of the remuneration and nomination committee ( Standing Rules ). These documents are available on the Company’s website.

The Board reviews its performance annually, as well as the performance of individual committees.

A performance evaluation of the Board and each committee was undertaken in the reporting period in accordance with the Charter and Standing Rules. The Board reviewed the performance of the Directors on a collective basis to identify aspects for improvement, and that analysis involved the review of the role played by each individual Director. The Board will review its process for evaluating the performance of its Board, its committees and individual Directors for FY24 and will consider whether it is appropriate to conduct an external assessment.

The responsibilities of the Board for monitoring the performance of its senior executives are set out in the Corporate Governance Charter and the Standing Rules. These documents are available on the Company’s website.

The Board reviews the performance of the CEO against agreed performance hurdles determined at the start of the financial year. The CEO undertakes performance reviews of the senior executives. In assessing performance, the review includes an assessment of the individual’s role, the performance of the Group as well as individual targets.

The CEO provides a report to the Board on the performance of each senior executive, together with a recommendation on remuneration (including any performance bonus). All remuneration recommendations for senior executives must be approved by the Board following consultation with the remuneration and nomination committee.

A performance evaluation of former CEO, Mr Vincent English, was undertaken in the reporting period in accordance with this process. Mr Reid, the current CEO, was appointed on 15 May 2023 and an evaluation of his performance will be undertaken during FY24.

9

Principle 2 Complies NOTE Principle 2 – Structure the Board to add value

• 2.1 The Board of a listed entity Complies should:

• A remuneration and nomination committee has been established with its own charter, which is available on the Company’s website. The committee is responsible for:

• (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) 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.

• the appointment and re-election of Directors;

• reviewing processes for succession planning for the Board, CEO and other senior executives;

• recommending individuals for consideration by the Board;

• recommending to the Chair procedures for the proper supervision of the Board and senior executives;

• ensuring appropriate induction and continuing professional development programs are implemented for Directors;

• ensuring that the performance of each Director and of all members of senior management is reviewed and assessed each year in accordance with procedures adopted by the Board;

• ensuring that any diversity profile identified by the Board is a factor that is taken into account in the selection and appointment of qualified employees, senior executives, and Board candidates;

reporting to the Board annually on the diversity profile of employees of the Company; and

• regularly formally assessing the appropriate balance of skills, experience and diversity required on the Board and the extent to which they are represented on the Board.

10

The members of the committee are as follows:

Director	Executive status	Independence status
Naomi Seddon	Non-Executive Director	Independent
JayAdelson	Non-Executive Director	Independent
Glo Gordon	Non-Executive Director	Independent

All of the committee members are independent, and the committee is Chaired by an independent Director.

The number of meetings and attendance by the Directors at those meetings is disclosed in the FY23 Annual Report under the heading “Meetings of Directors”.

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

Complies

The Company has developed a Board skills matrix that sets out:

• the skills, knowledge and experience identified as necessary or desirable by the Board of Directors; and

• the representation of those skills held by the Directors.

Skill	Existence in current Board
Strategyand strategic decision making	VeryHigh
Leadingthrough complexity	VeryHigh
Industrytrends and influences	VeryHigh
Critical thinking	VeryHigh
Director’s legal duties/responsibilities	VeryHigh
Telecommunications, technology and digital infrastructure	High
Finance/accounting	High
Capital markets and dealings	High

11

IT and management systemsgenerally	High
PR,communications,and marketing	High
Managing people and achievingchange	High
Business andpolitical networks	High
CEO/senior executive management	High
Risk management	High
Legal and compliance	Medium
Corporate Governance	Medium
Chair experience	Medium

The Board skills matrix is available on the Company’s website.

• 2.3 A listed entity should Complies disclose:

• (a) the names of the Directors considered by the Board to be independent Directors;

• (b) if a Director has an interest, position, 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;

The Board undertakes an annual review of each Director’s association with the Company to identify whether he or she can be properly characterised as independent. A Director will be identified as independent only if the Board is of the opinion that he or she is free of any interest, position or relationship that might influence, or reasonably be perceived to influence, in a material respect their capacity to bring an independent judgment to bear on issues before the Board and to act in the best interests of the Company as a whole.

Details of each Board member and their independence status are as follows:

Director	Appointment date	Length of service	Status
Bevan Slattery	27 July 2015	8 years	Not independent Non- Executive
Michael Reid	15 May2023	3 months	Not independent Executive
JayAdelson	1 March 2019	4years,5 months	Independent Non-Executive
Naomi Seddon	1 June 2019	4years,2 months	Independent Non-Executive
Michael Klayko	16 March 2021	2years,5 months	Independent Non-Executive

12

• (c) the length of service of each Director.

Melinda Snowden	1 June 2021	2years,2 months	Independent Non-Executive
Glo Gordon	1 July2021	2years,1 month	Independent Non-Executive

Details of independent Directors that hold an interest of a type are described in the examples provided for Recommendation 2.3, but the Board is of the opinion that such interest does not compromise the independence of the Director:

Director	Interest	Reason why independence maintained
Michael Klayko	Holds 25,000 fully paid ordinary shares in the Company	The holding of this interest helps to align the Director’s interest with those of other security holders
Jay Adelson	Holds 18,000 fully paid ordinary shares in the Company	The holding of this interest helps to align the Director’s interest with those of other security holders
Naomi Seddon	Holds 24,000 fully paid ordinary shares in the Company	The holding of this interest helps to align the Director’s interest with those of other security holders
Melinda Snowden	Holds 11,000 fully paid ordinary shares in the Company	The holding of this interest helps to align the Director’s interest with those of other security holders

• 2.4 A majority of the Board Complies should be independent

• The Company has a seven-member Board, of whom five (Jay Adelson, Naomi Seddon, Michael Klayko, Melinda Snowden and Glo Gordon) are independent non-executive Directors.

13

• 2.5 The Chair of the Board Partially should be an independent complies Director and should not be the CEO.

The Chairman, Bevan Slattery, is not independent. The Company’s CEO, Michael Reid, is not the same individual as the Chairman. Between 7 March 2023 and 15 May 2023, Mr Slattery was appointed as the CEO in an interim capacity, pending Mr Reid’s commencement with the Company. Noting that Mr Slattery’s CEO appointment was for a limited time, the Board considers his appointment was appropriate and did not adversely impact the Board’s oversight of management during this period.

The Board believes that the non-independence of the Chairman does not impede the proper oversight of the CEO. On 12 February 2020, the Board appointed Naomi Seddon as Lead Independent Director to provide leadership to the other independent Directors and, in circumstances where there may be an actual or perceived conflict of interest, to act as Chair of the Board. The Lead Independent Director’s responsibilities are set out in the Charter and include:

• ensuring that conflicts of interest of the Board are identified and managed appropriately;

• acting as a liaison point for the independent Directors, if required; and

• communicating views expressed by independent Directors in relation to the Board’s business and responsibilities.

• 2.6 A listed entity should have a program for inducting new Directors and 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.

Complies

This is consistent with the Board Charter and processes implemented by Megaport. New Directors are provided with access to strategy briefings, explanations of company policies and procedures, governance frameworks, cultures and values, company history, Director and executive profiles and other pertinent company information.

The Board, with assistance from the remuneration and nomination committee, regularly reviews the professional development needs of the Directors and makes an assessment of the skills, development and induction needs of any new Directors joining the Board.

14

Principle 3

Complies

NOTE

Principle 3 – Act ethically and responsibly

• 3.1 A listed entity should Complies articulate and disclose its values.

The Company has adopted a values statement, which is available on the Company’s website at https://www.megaport.com/investor/business-overview/.

The values statement reflects the guiding principles that Megaport was founded on - the ideals that transparency, neutrality, flexibility, immediacy, and transformation were needed in the global connectivity industry to unlock the value of cloud adoption. The Megaport Values are derived directly from these ideals and are at the centre of everything the Company does - from its ongoing relationships with customers and partners to its daily interactions with team members across Megaport. At its core, Megaport is all about breaking down barriers, enabling agile, reliable, trusted resources and connecting the world.

The Company’s values are:

Accelerate

Our industry moves fast, but we move faster. Our customers and partners need us to stay ahead of the curve to keep them ahead of the curve. With initiative and a ‘can-do’ attitude, we accelerate everything we do. We bring our authentic selves to work and deliver real-time services that enable customers and partners to respond to dynamic and ever-changing market dynamics immediately.

Collaborate

Our success is a collective win, and together we achieve more.

Innovate

Innovation is in our DNA. Our shared knowledge builds on our collective genius. Working together across the globe with a common purpose is the most optimal way of innovating our products and brings out the best of our experiences and creativity.

Celebrate

We love to play as a team, win together and recognise our colleagues for their efforts and

15

achievements.

3.2 A listed entity should: Complies

• (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.

The Company has adopted a code of conduct for its Directors, senior executives and employees, which articulates the standards of behaviour expected by the Company and which provides the blueprint for Megaport’s culture. The code requires these individuals and the Company to:

• understand and comply with the letter and spirit of the code, the laws that apply to the Company’s day-to-day operations and the Company’s employment policies;

• act with the utmost integrity and objectivity, striving at all times to enhance the reputation and performance of the Company;

• avoid engaging in illegal, corrupt, fraudulent, dishonest or unsafe behaviour and to report such behaviour to the Company;

• strive to interact with others with respect and in a manner which acknowledges the wide diversity of backgrounds, personalities and capabilities each individual brings;

• create and maintain an environment free of unlawful discrimination, harassment, victimisation, and bullying, and take action to stop such behaviour; and

• always act ethically and responsibly, and work with due care and diligence to identify and manage any risks to best ensure the protection of Megaport and its assets and resources, employees, contractors, customers, and the general public.

A copy of the code of conduct is available on the Company’s website.

All employees receive training on their obligations under the code of conduct, and all material breaches of the code are required to be reported to the Board.

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

Complies

• The Company has adopted a whistleblower policy, which applies to its officers and employees, suppliers of goods or services to the Company (including their employees), associates of the Company, a relative, dependent or spouse of any of these individuals and any other person who is an eligible whistleblower in accordance with applicable legislation. The whistleblower policy:

• supports the Company’s values and code of conduct;

• clearly identifies the types of concerns that may be reported under the policy and the process for

16

incidents reported under that policy.

making a report;

• explains how the confidentiality of the whistleblower’s identity will be safeguarded and how the whistleblower will be supported; and

• sets out the processes that will be taken to follow up and investigate reports made under the policy.

Individuals are made aware of and have access to the whistleblower policy and the mechanisms for reporting through the Company’s induction and training programs. The Company’s general counsel monitors compliance with the policy on an ongoing basis, and the policy is formally reviewed annually to ensure the policy and procedures set out in the policy remain effective and appropriate for the Company.

A copy of the whistleblower policy is available on the Company’s website.

• 3.4 A listed entity should: Complies

• (a) have and disclose an antibribery and corruption policy; and

• (b) ensure that the Board or a committee of the Board is informed of any material breaches of that policy.

• Megaport conducts its business in an honest and ethical manner and operates a zero-tolerance policy to bribery and corruption.

The Company has adopted an anti-bribery and corruption policy, which applies to all Directors, officers, and senior executives of Megaport as well as distributors and representatives, including agents, consultants, and contractors of the Company. The anti-bribery and corruption policy:

• supports the Company’s values and code of conduct;

• acknowledges the serious criminal and civil penalties that may be incurred and the reputational damage that may be done if the Company is involved in bribery or corruption;

• prohibits the giving of bribes to a public officer or private sector company with the intention of obtaining or retaining business or a business advantage;

• prohibits the requesting, receiving or agreeing to receive a bribe;

• prohibits the use of false or fraudulent documents or the intentional and improper destruction of documents or financial records; and

• includes appropriate controls for the giving and receiving of gifts, entertainment, and hospitality.

Individuals are made aware of and have access to the anti-bribery and corruption policy through the Company’s induction program. All existing employees must complete regular, scheduled training on how to implement and adhere to this policy. Breaches of the policy are required to be reported to

17

the Board.

The Company’s general counsel monitors compliance with the policy on an ongoing basis, and the policy is formally reviewed annually to ensure the policy and procedures set out in the policy remain effective and appropriate for Megaport’s business operations.

A copy of the anti-bribery and corruption policy is available on the Company’s website.

==> picture [648 x 81] intentionally omitted <==

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

Principle 4 Complies NOTE
Principle 4 – Safeguard integrity in
corporate reporting
----- End of picture text -----

• 4.1 The Board of a listed entity Complies should:

• An audit and risk management committee has been established with its own charter, which is available on the Company’s website. The committee is responsible for:

• (a) have an audit committee which:

• (1) has at least three members, all of whom are nonexecutive 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

• the adequacy of Megaport’s corporate reporting processes and internal control framework;

• reviewing financial statements and other financial information distributed externally, including considering whether the financial statements reflect the understanding of the audit and risk management committee and otherwise provide a true and fair view of the financial position and performance of the Company;

• reviewing management corporate reporting processes supporting external reporting, including the appropriateness of the accounting judgements or choices made by senior executives in preparing the financial reports and statements;

• reviewing the nomination, performance and independence of the external auditors, including recommendations to the Board for the appointment or removal of any external auditor and the rotation of the audit engagement partner;

• liaising with the external auditors and monitoring the conduct, scope and adequacy of the annual external audit; and

• reviewing any proposal for the external auditor to provide non-audit services and whether it might compromise the independence of the external auditor.

The members of the committee during the financial year were as follows:

• (5) in relation to each reporting

18

period, the number of times the committee met throughout the period and the individual attendance of the members at those meetings.

Director	Executive status	Independence status
Melinda Snowden	Non-Executive Director	Independent
Naomi Seddon(resigned 1 October 2022)	Non-Executive Director	Independent
JayAdelson(resigned 1 October 2022)	Non-Executive Director	Independent
Michael Klayko(appointed 1 October 2022)	Non-Executive Director	Independent
Glo Gordon(appointed 1 October 2022)	Non-Executive Director	Independent

All of the committee members are independent non-executive Directors, and the committee is Chaired by an independent Director who is not the Chair of the Board.

Ms Snowden is the Chair of the audit and risk committee. Ms Snowden is an independent nonexecutive Director with finance qualifications and significant governance, audit and risk management experience.

The relevant qualifications of each Director are disclosed in the FY23 Annual Report under the heading “Information on Directors and company secretary”.

The number of meetings and attendance by the Directors at those meetings is disclosed in the FY23 Annual Report under the heading “Meetings of Directors”.

• 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

Complies

In relation to the financial statements for:

• the financial year ending 30 June 2023;

• the financial half-year ended 31 December 2022; and

• the financial quarters ended 30 September 2022, 31 December 2022, 31 March 2023 and 30 June 2023,

the CEO, CFO and group reporting manager, have provided the Board with:

• declarations that, in their opinion:

• the financial records of the Company for the relevant period have been properly maintained in accordance with section 286 of the Corporations Act 2001;

• the financial statements of the Company comply with the accounting standards; and

• the financial statements give a true and fair view of the financial position and of the performance of the Company for the relevant period.

19

and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

• 4.3 A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor.

Complies

• assurance that the declarations are founded on a sound system of risk management and internal control, which is operating efficiently and effectively in all material respects in relation to business and financial reporting risks.

As an entity subject to ASX listing rule 4.7B, the Company is required to prepare a quarterly cash flow report and quarterly activity report for release to the market ( Appendix 4C ). The Appendix 4C is due within one month after the end of each quarter of its financial year.

The Company segregates responsibility for internal preparation and review of the Appendix 4C, which is then subject to oversight and approval by the Board. The Appendix 4C is prepared by the group reporting team following the closure of the book of accounts by the group finance team. The report is subject to review by the CFO and CEO and is approved by the Board prior to release to the market.

The first two quarterly cash flow reports in the financial year are inspected by the Company’s external auditor as part of its review of the Company’s half-year financial statements. All four quarterly cash flow reports are inspected by the external auditor as part of its audit of the Company’s full-year financial statements. If any material errors or omissions are identified by the external auditor in the quarterly cash flow reports, the external auditor communicates those errors or omissions to the Board. If the Board receives such a communication from the auditor, the Company will make an announcement to the market highlighting and correcting the errors or omissions.

20

Principle 5

Complies

NOTE

Principle 5 – Make timely and balanced disclosures

• 5.1 A listed entity should have Complies and disclose a written policy for complying with continuous disclosure obligations under listing rule 3.1.

• As an ASX-listed company, Megaport is required to comply with the ‘continuous disclosure regime’ entrenched by section 674 of the Corporations Act 2001 and the ASX listing rules. The continuous disclosure regime requires listed entities (such as Megaport) to immediately disclose information which may materially affect the price or value of its securities. The Company’s continuous disclosure regime reflects the expectation of investors and the market to have ready access to that type of information.

• A copy of the policy is available on the Company’s website at https://s29325.pcdn.co/wp content/uploads/2019/08/190820-Continuous-Disclosure-Policy.pdf.

The continuous disclosure policy:

• recognises the importance of ensuring the Company’s market announcements are accurate, balanced and expressed in a clear and objective manner that allows investors to assess the impact of the information when making investment decisions;

• highlights the importance of safeguarding the confidentiality of corporate information;

• prohibits the Company from communicating material or price-sensitive information to the media until it has given that information to ASX and it has been released to the market;

• addresses the Company’s policy on analyst briefings, noting that a copy of any new and substantive analyst or investor presentations should be released to ASX prior to the briefing; and

• includes the Company’s processes for responding to a false market.

Under the policy, the Board is responsible for:

• communicating with ASX;

• monitoring the Company’s compliance with its continuous disclosure obligations;

• ensuring adequate processes and controls are in place for the identification, reporting and disclosure of price-sensitive information in a timely manner;

21

• ensuring that staff are educated on the policy and the internal reporting processes and controls; and

• where requested to do so, reviewing media announcements proposed to be made by the Company (irrespective of whether they contain price-sensitive information) and making recommendations (if any) as to content.

The Company has appointed the Company Secretary as the person responsible for communication with ASX in relation to ASX Listing Rules matters and also for the general administration of this policy.

ASX announcements that are administrative in nature may be prepared by the Company Secretary without requiring further approval or formal consideration by the Board.

All non-administrative ASX announcements are reviewed by the Chief Financial Officer, Investor Relations Manager and the Company, and approved by the CEO prior to release to the market. In addition, ASX announcements that contain price-sensitive information or are otherwise material to the Company are reviewed and approved by the Board prior to lodgment with ASX.

Individuals are made aware of and have access to the continuous disclosure policy through the Company’s induction program. All existing employees must complete training on how to implement and adhere to this policy.

The Company Secretary monitors compliance with the policy on an ongoing basis, and the policy is reviewed annually by the Board to ensure the policy and procedures set out in the policy remain effective.

• 5.2 A listed entity should ensure that its Board receives copies of all material market announcements promptly after they have been made.

• 5.3 A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation

Complies

Complies

The Company has appointed the Company Secretary as the person responsible for ensuring that the Board receives copies of all material or price-sensitive market announcements promptly after they have been released by ASX to the market. This ensures that the Board has timely visibility of the nature, quality and frequency of such disclosures.

• The Company may conduct briefings for analysts and institutional investors from time to time to discuss matters concerning the Company. In accordance with the Company’s continuous disclosure policy, only the Chair, CEO, Investor Relations Manager and/or CFO or approved representatives of the Company are authorised to speak with analysts and institutional investors. Before each reporting period, the CEO and CFO will formulate guidelines for briefings for that period. The

22

materials on the ASX Market Announcements Platform ahead of the presentation.

Company’s policy at these briefings is that:

• a copy of any new and substantive analyst or investor presentations should be released to ASX prior to the presentation;

• the Company will not disclose price-sensitive information at any meeting with an investor or analyst without formally disclosing it to the market beforehand;

• the Company will ensure all responses are balanced, factual and truthful;

• the Company will not comment on price sensitive issues not already disclosed to the market; and

• any questions raised in relation to price-sensitive issues not already disclosed to the market will not be answered or will be taken on notice. If a question is taken on notice and the answer would involve the release of price-sensitive information, the information must be released through ASX before responding.

23

Principle 6

Complies

NOTE

Principle 6 – Respect the rights of security holders

• 6.1 A listed entity should Complies provide information about itself and its governance to investors via its website.

The Company has an investor relations website (https://www.megaport.com/investor/) from which all relevant corporate governance information can be accessed. The investor relations website includes links to:

Information on Directors		https://www.megaport.com/investor/leadership- governance/
Information on senior executives		https://www.megaport.com/about- megaport/#ourstory
Constitution, Board and committee charters		https://www.megaport.com/investor/leadership- governance/
Company’s values statement		https://www.megaport.com/investor/business- overview/
Corporate governance policies		https://www.megaport.com/investor/leadership- governance/
Financial reports		https://www.megaport.com/investor/financial- reporting/
ASX announcements		https://www.megaport.com/investor/#announceme nts
Security holder notices and meeting materials		https://www.megaport.com/investor/leadership- governance/
Investor presentations		https://www.megaport.com/investor/#announceme nts
Business overview and entity structure		https://www.megaport.com/investor/business- overview/
Business history		https://www.megaport.com/about- megaport/#ourstory

24

• https://www.megaport.com/investor/financial Events calendar reporting/ - https://www.megaport.com/investor/stock Share price information information/ - https://www.megaport.com/investor/business Dividend policy overview/ - https://www.megaport.com/media centre/ Media releases https://www.megaport.com/contact/ Media contact details - https://www.megaport.com/investor/#investor Shareholder contact details contact - https://www.megaport.com/investor/#investor Share registry contact details contact

6.2 A listed entity should have Complies an investor relations program that facilitates effective two-way communication with investors.

In order to allow investors and other financial market participants to gain a greater understanding of the Company’s business, governance, financial performance and prospects, the Company conducts a program of events including quarterly, half-year and full-year results presentations, investor briefings and attendance at industry conventions to facilitate communication with investors.

Meetings and discussions with analysts and investors are conducted by the CEO, CFO and/or the Investor Relations Manager in accordance with the Company’s continuous disclosure policy. The Company will not disclose price sensitive information at any meeting with an investor or analyst without formally disclosing it to the market beforehand. Any questions raised in relation to price sensitive issues not already disclosed to the market will not be answered or will be taken on notice.

In addition to meeting with analysts and institutional investors, the Company seeks opportunities to engage with retail investors. Retail investors are encouraged to communicate directly with the Investor Relations Manager and Company Secretary directly via email (investor@megaport.com) and are invited to subscribe to the “email alert” function on the Company’s website (https://www.megaport.com/investor/#announcements) to stay up to date with ASX announcements from the Company.

25

• 6.3 A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.

• Complies

• Megaport is committed to regularly communicating with its shareholders in a timely and accessible manner, and to encouraging shareholder participation at its general meetings. The Company has adopted a shareholder communication and participation policy (https://www.megaport.com/investor/leadership-governance/), which sets out the processes by which the Company will ensure that shareholders are provided with appropriate information and encouraged to participate in shareholder meetings.

The Company’s policy is to:

• invite shareholders to subscribe to receive ASX announcements from Megaport, the share registry and the ‘company announcement’ platform maintained by ASX;

• ensure that significant shareholder concerns will be conveyed to the Board; and

• ensure that information relating to the Company’s business, values, leadership, corporate governance framework, financial information, share price and contact details is available on the Company’s website.

The Company encourages full participation of shareholders at its AGM and general meetings. Where feasible and practical, Megaport will consider how it can use hybrid/virtual meeting technology to facilitate participation of shareholders in meetings.

Shareholders who are not able to attend a meeting will be given the opportunity to:

• ask questions or make comments before the meeting, which will be answered at the meeting, either by being read out and then answered at the meeting or by providing a transcript of the question and written answer at the meeting; and

• vote electronically using the Company’s share registry website.

The Company Chairman’s address (and any CEO address) will be released to the ASX company announcements platform and will also be available to shareholders via the Company’s website.

Whenever possible, the Company will provide shareholders with the option to receive communications from and send communications to the Company electronically. The Company encourages shareholders to provide email addresses so that notices of meetings and explanatory material can be sent to shareholders via email.

Shareholders can elect to receive a copy of the Company’s annual report as an electronic copy or in hard copy through the mail.

The Company provides an online email enquiry service to assist shareholders with any queries.

26

Information is also communicated to shareholders via periodic mailouts or by email to shareholders who have provided their email address via the “email alert” functionality on Megaport’s website.

A copy of the shareholder communications and participation policy is available on the Company’s website (https://www.megaport.com/investor/leadership-governance/).

6.4 A listed entity should ensure Complies that all substantive resolutions at a meeting of security holders are decided by poll rather than by a show of hands.

6.5 A listed entity should give Complies security holders the option to receive communications from and send communications to, the Company and its share registry electronically.

The Company is committed to the principle of “one security, one vote” and to ascertaining the true will of the shareholders attending and voting at meetings and accordingly, all shareholder resolutions are decided by conducting a poll.

Shareholders are encouraged to receive correspondence from the Company electronically.

The Company maintains its share registry through Computershare Investor Services Pty Limited ( Computershare ). Shareholders are able to access information relevant to their holding, as well as update their personal information and elect to receive communications electronically via the Computershare website:

www.computershare.com

Key security holder forms, such as transfer and transmission forms can also be downloaded from this website.

27

Principle 7 Complies Principle 7 – Recognise and manage risk

7.1 The Board of a listed entity Complies 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.

NOTE

• The Company has a combined audit and risk management committee. The committee is responsible for:

• monitoring performance against Megaport’s risk management framework, including whether senior executives are operating within the risk appetite set by the Board;

• assessing corporate risk (including economic, environmental and social sustainability risks) and compliance with internal controls;

• overseeing business continuity planning and risk mitigation arrangements;

• receiving reports from senior executives on new and emerging sources of risk and the risk controls and mitigation measures that they have put in place to deal with those risks;

• making recommendations to the Board in relation to changes that should be made to Megaport’s risk management framework or to the risk appetite set by the Board;

• reviewing any report of material misappropriation, fraud or break-down of risk controls, and the ‘lessons learned’; and

• overseeing Megaport’s insurance program.

The members of the committee during the financial year were as follows:

Director	Executive status	Independence status
Melinda Snowden	Non-Executive Director	Independent
Naomi Seddon(resigned 1 October 2022)	Non-Executive Director	Independent
JayAdelson(resigned 1 October 2022)	Non-Executive Director	Independent
Michael Klayko(appointed 1 October 2022)	Non-Executive Director	Independent
Glo Gordon(appointed 1 October 2022)	Non-Executive Director	Independent

28

All of the committee members are independent non-executive Directors, and the committee is Chaired by an independent Director who is not the Chair of the Board.

Ms Snowden is the Chair of the audit and risk committee. Ms Snowden is an independent nonexecutive Director with finance qualifications and significant governance, audit and risk management experience.

The number of meetings and attendance by the Directors at those meetings is disclosed in the FY23 Annual Report under the heading “Meetings of Directors”.

A copy of the committee charter is available on the Company’s website.

• 7.2 The Board or a committee Complies of the Board should:

• (a) review the entity’s risk management framework with management 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

Reviews of the risk management framework are undertaken with management at least annually.

The audit and risk management committee reviewed the framework during the period and determined that the framework continues to be sound. The Company has developed a formal risk appetite statement to support future decision-making and reporting to the committee and the Board.

• (b) disclose, in relation to each reporting period, whether such a review has taken place.

• 7.3 A listed entity should disclose:

• (a) if it has an audit function, how the function is

• Complies

• The Company does not have a dedicated internal audit function. The Company has an external auditor, and the audit and risk management committee monitors and evaluates the Company’s internal and external risk environment.

The Board believes it and the audit and risk management committee have appropriate oversight

29

structured and what role it performs; or

of the Company’s existing operations and risks. However, the Board will continue to assess the need for an internal audit function during FY24.

• (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.

• 7.4 A listed entity should Complies 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.

The Board does not believe the Company has any material exposure to environmental or social risks.

As a service-based organisation, Megaport’s environmental footprint is relatively small and primarily comprises the energy used by its offices and third-party data centres and the typical consumables of an office-based business. The Group published its Environmental Social and Governance Report in September 2022 which can be found on Megaport’s website at https://www.megaport.com/investor/leadership-governance/.

The Board has disclosed what it believes to be the material risks faced by the business in the FY23 Annual Report. Refer to commentary at Recommendations 7.1 and 7.2 in relation to the Company’s risk management framework.

30

Principle 8 Complies

NOTE

Principle 8 – Remunerate fairly and responsibly

• 8.1 The Board of a listed entity Complies 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,

• The Company has established a combined remuneration and nomination committee. With respect to remuneration, the committee is responsible for:

• reviewing and making recommendations to the Board for the remuneration packages of the CEO and CFO and other senior executives and of non-executive Directors, ensuring that it considers Megaport’s commercial interest in controlling expenses, and the implications for Megaport’s reputation and standing in the community if Megaport is seen to pay excessive remuneration to Directors and senior executives;

• ensuring that incentives for executive Directors and other senior executives encourage them to pursue the growth and success of Megaport without rewarding conduct that is contrary to Megaport’s values or risk appetite;

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.

• reviewing and making recommendations to the Board for the Company’s remuneration policies and framework, including the allocation of the Directors’ fee pool to non-executive Directors;

• reviewing and making recommendations to the Board for the Group’s remuneration practices, including in relation to equity-based remuneration plans and superannuation arrangements;

• assessing whether there is any gender, ethnicity, disability or other inappropriate bias in remuneration for Directors, senior executives or other employees, and reporting to the Board as necessary on the results of its assessment;

• analysing market trends in employee benefits and compensation; and

• reviewing employee benefits and workplace policies and practices and making recommendations to the Board on policy and benefits changes.

The members of the committee during the financial year are detailed in Recommendation 2.1.

All of the committee members are independent, and the committee is Chaired by an independent Director.

31

The committee has the right to obtain information, interview senior executives, and seek advice from external consultants or specialists where it considers that to be necessary or appropriate, in order to perform its responsibilities as set out above.

The number of meetings and attendance by the Directors at those meetings is disclosed in the FY23 Annual Report under the heading “Meetings of Directors”.

A copy of the remuneration and nomination committee charter is available on the Company’s website.

• 8.2 A listed entity should Complies separately disclose the remuneration of nonexecutive Directors and the remuneration of executive Directors and other senior executives.

• The Company’s Remuneration Report within its FY23 Annual Report sets out the separate policies and practices for the remuneration of non-executive Directors, executive Directors and senior executives.

The following diagram illustrates the roles and responsibilities for governing Executive and Director remuneration at Megaport.

Board

The Board holds ultimate responsibility for the approval of the Director and Executive KMP remuneration strategy, framework and policies, and remuneration outcomes, based on the recommendations of the Remuneration & Nomination Committee.

Remuneration & Nomination Committee

The Committee is responsible for developing the remuneration strategy, reviewing frameworks and policies, and reviewing remuneration outcomes. It makes recommendations to the Board for approval on remuneration matter

Its responsibilities include:

• Reviewing the Group’s remuneration policies and procedures;

• Succession planning and appointment of roles at the Board, CEO and senior executive level;

• Reviewing the performance and remuneration of the CEO and senior executives annually;

• Reviewing and reporting on diversity metrics annually on the Group’s employees;

• Reviewing employee benefits, workplace policies, practices and making recommendations to the Board on policy and benefits changes, in-line with market trends;

• Overseeing the performance of Directors;

• Reviewing the remuneration of Directors annually; and

32

• Formally assessing the balance of skills, experience and diversity required on the Board and overseeing the performance of each Director.

• A copy of the Committee’s charter, which forms part of the Corporate Governance Charter, is available on Megaport’s website at megaport.com/investor/leadership-governance.

External Advisors

Management

On a day-to-day basis, management are responsible for preparing relevant information and analysis to the Remuneration & Nomination Committee and the Board to support their decision-making.

The Committee may request materials from management to inform the decision-making of Directors. Management may seek external advice on market trends and benchmarking data from time-to-time as required.

The Committee may request advice from external advisors to support its decision-making. In FY23, the Committee sought advice from SW Corporate on its remuneration framework and market trends.

Where a remuneration recommendation is provided, as defined by the Corporations Act 2001 , all advice is provided directly to the Chair of the Committee to ensure it is free from the influence of management. No remuneration recommendations were made in FY2023.

Megaport’s Director remuneration policy is to provide fair remuneration that is sufficient to attract and retain non-executive Directors with experience, knowledge, skills and judgment. To preserve independence and impartiality, non-executive Directors do not receive incentive or performancebased remuneration. For the same reason, equity-based remuneration is limited to non-performancebased incentives. Fixed Director fees reflect the time commitment and responsibilities for the role. Non-executive Directors are not entitled to any retirement benefit schemes other than statutory superannuation contributions.

Non-executive Directors may be paid additional remuneration where they perform extra work or services beyond that expected of a non-executive Director or outside the scope of their role as a nonexecutive Director. Following the departure of the former CEO in FY23, Mr Slattery held the role of interim CEO from 7 March 2023 to 15 May 2023 and was paid a fixed salary for serving in the role. Details of payments made to Mr Slattery for his services as interim CEO are outlined in the Remuneration Report. Non-executive Directors are also entitled to be reimbursed for travel and other expenses incurred while carrying out their duties as a Director.

33

During the reporting period, a review of Non-executive Director ( NED ) fees was conducted, resulting in the Board reducing member fees for FY23 (to recognise that a NED equity grant was made in FY23 to preserve cash) and increasing our committee fees (to recognise the time and workload required of our Directors). Our fee levels are set to recognise that we seek to attract NED talent internationally, with more than half of our Directors based in the US.

At the 2022 AGM, shareholder approval was obtained for a grant of equity to NEDs under Listing Rule 10.14. Directors do not participate in any of the Company’s executive incentive plans or any other performance-based incentive plans however this equity grant sought to:

• Ensure the Directors maintain a meaningful shareholding in the Company; and

• Ensure total remuneration (cash and equity) is set at a competitive level to attract and retain a high calibre of Directors internationally.

Details of the equity grants made to each Director are outlined in the FY23 Remuneration Report.

The senior executive remuneration strategy is underpinned by the following key drivers:

• Providing competitive remuneration which rewards executives for delivering on the Company’s financial targets;

• Being competitive in the locations we hire for talent, primarily Australia and North America;

• Consideration of Australian stakeholder expectations and market practice; and

• Creating shareholder alignment by providing a significant portion of remuneration via equity.

Megaport's executive remuneration framework consists of four components:

• fixed remuneration;

• short-term incentive plan;

• restricted share unit plan; and

• long-term incentive plan.

Please see the FY23 Remuneration Report for more detail on the Company’s remuneration framework.

No senior executive is entitled to a termination payment for removal for misconduct.

No Director or senior executive is involved directly in deciding their own remuneration.

34

• 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

• Complies

• The Company currently operates a share option plan and a restricted stock unit remuneration scheme for Directors, senior executives and other employees. In accordance with the Company’s securities trading policy, participants are not permitted to enter into transactions that limit economic risk without written clearance.

• The Company’s securities trading policy extends the closed trading windows for Directors and senior executives.

A copy of the securities trading policy is available on the Company’s website.

• (d) disclose that policy or a summary of it.

Principle 9 Complies

NOTE

Principle 9 – Additional recommendations that apply only in certain cases

• 9.1 A listed entity with a Not applicable Director who does not speak the language in which Board or security holder meetings are held, or key corporate documents are written should disclose the processes it has in place to ensure the Director understands and can contribute to the

• All of the Company’s Directors speak English, being the language in which Board and security holder meetings are held, and key corporate documents are written.

35

discussions at those meetings and understands and can discharge their obligations in relation to those documents.

• 9.2 A listed entity established Not applicable outside Australia should ensure that meetings of security holders are held at a reasonable time and place.

• 9.3 A listed entity established Not applicable outside Australia, and an externally managed listed entity that has an AGM, should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.

The Company is established in Australia.

The Company is established in Australia.

36