MURRAY COD AUSTRALIA LIMITED — Governance Information 2023

Sep 26, 2023

MURRAY COD AUSTRALIA LIMITED ABN 74 143 928 625

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CORPORATE GOVERNANCE STATEMENT

Murray Cod Australia Limited (“the Company”) and the Board are committed to achieving and demonstrating a high standard of corporate governance. The Board continues to review the framework and practices to ensure they meet the interests of shareholders. The Company has adopted systems of control and accountability as the basis for the administration of corporate governance.

The Board is committed to administering the policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company’s needs. The Corporate Governance Statement has been structured with reference to the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations with 2019 Amendments 4th edition to the extent that they are applicable to the Company.

Information about the Company’s corporate governance practices are set out below.

The Board confirms that this corporate governance statement is current as at 27 September 2023.

The Board of Directors

The Board is ultimately accountable for the performance of the company and provides leadership and sets the strategic objectives of the company. It appoints all senior executives and assesses their performance on at least an annual basis. It is responsible for overseeing all corporate reporting systems, remuneration frameworks, governance issues, and stakeholder communications. Decisions reserved for the Board relate to those that have a fundamental impact on the company, such as material acquisitions and takeovers, dividends and buybacks, material profits upgrades and downgrades, and significant closures. All members of the Board are required to report any material breach of the Company’s code of conduct, material incidents under the whistle blower policy and material breaches of the anti-bribery and anti corruption policy to the Board or a committee of the Board.

Management is responsible for implementing Board strategy, day-to-day operational aspects, and ensuring that all risks and performance issues are brought the Boards attention. They must operate within the risk and authorisation parameters set by the Board.

The Company’s Constitution provides that the number of Directors shall not be less than three. There is no requirement for any shareholding qualification.

If the Company’s activities increase in size, nature and scope, the size of the Board will be reviewed periodically and the optimum number of Directors required to adequately supervise the Company’s activities will be determined within the limitations imposed by the Constitution and as circumstances demand.

Mr Ross Anderson is Chair of the Board and is not considered to be an independent director given he is an executive of the Company.

The Board of Directors (continued)

The Board reviews its performance annually, as well as the performance of individual Committees and individual directors (including the performance of the Chairman as Chairman of the Board). The criteria for determining the identification and application of a suitable candidate for the Board shall include quality of the individual, background of experience and achievement, compatibility with other Board members, credibility within the Company’s scope of activities, intellectual ability to contribute to Board duties and physical ability to undertake Board duties and responsibilities.

The use of an external facilitator may be utilised periodically to assist in the review process. A formal review of the Board’s performance was not performed in the current financial year. It is anticipated that this process will be performed in the next financial year and will include collective Board discussions and individual interviews conducted by the Chairman. The review of the Chairman’s role will be conducted by the rest of the Board.

Directors are initially appointed by the full Board, subject to election by shareholders at the next Annual General Meeting. Under the Company’s Constitution the tenure of a Director (other than Managing Director, and only one Managing Director where the position is jointly held) is subject to reappointment by shareholders not later than the third anniversary following his or her last appointment. Subject to the requirements of the Corporations Act, the Board does not subscribe to the principle of retirement age and there is no maximum period of service as a Director. A Managing Director may be appointed for the year and on any terms the Directors think fit and, subject to the terms of any agreement entered into, the appointment may be revoked on notice.

All directors, both executive and non-executive, receive written notifications of their appointment and a new director induction pack which details the terms and conditions of their appointment, remuneration (including superannuation contributions), continuous disclosure requirements (including interests in the company), ongoing confidentiality obligations, company policies on when to seek independent professional advice, the company’s indemnity and insurance measures.

Committees of the Board

In view of the size and resources available to the Company, it is not considered that separate committees would add any substance to the control process, as such the board as a whole acts in regards to the responsibilities of the Audit, Remuneration and Nomination Committees. For further information regarding the Remuneration Policy and Audit, Nomination and Remuneration Committee Charters visit the website https://aquna.com/.

The role of the Audit Committee (fulfilled by the board) is to:

• monitor the integrity of the financial statements of the Company, reviewing significant financial reporting judgements;

• review the Company’s internal financial control systems and, unless expressly addressed by a separate risk committee or by the Board itself, risk management systems;

• monitor and review the external audit function including matters concerning appointment and remuneration, independence and non-audit services; and

• perform such other functions as assigned by law, the Company’s constitution, or the Board.

The Nomination and Remuneration Committee may obtain independent advice on the appropriateness of remuneration packages.

The Company does not have an internal audit function, however the Board has established a framework for the management of the Group including a system of internal controls, a business risk management process and the establishment of appropriate ethical standards. The board encourages the external auditor to attend the Annual General Meeting to address any shareholder questions that may arise.

Independence

The Bboard is not currently comprised of a majority of independent Directors. Directors have been selected to bring specific skills and industry experience to the Company. For this reason the Board does not maintain a skills matrix, however the Board is considered to have an expansive range of relevant industry experience, financial and other skills and expertise to meet its objectives. Currently two Board members are independent Directors and two Directors are deemed to not be independent due to being substantial shareholders or executives of the Company.

Independent Directors

Roger Commins – Non-Executive Director Martin Priestley – Non-Executive Director

Appointment Date

16 January 2017 9 October 2012

Non-Independent Directors Ross Anderson – Executive Chairman 26 November 2015 Mathew Ryan – Managing Director 16 January 2017

When determining the independent status of each Director the Board has considered, amongst other factors, whether the Director:

• Is a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a substantial shareholder of the Company.

• Is employed or has previously been employed in an executive capacity by the Company, and there has not been a period of at least three years between ceasing such an employment and serving on the Board. During the financial year both Mr Ross Anderson and Mr Mathew Ryan have had executive service agreements with the Company, which are considered to impair their respective independence.

• Has within the last three years been a principal of a material professional adviser or a material consultant to the Company, or an employee materially associated with the services provided.

• Is a material supplier or customer of the Company, or an officer of or otherwise associated directly or indirectly with a material supplier or customer or has a material contractual relationship with the Company other than as a Director. It is noted that Mr Commins is associated with Commins Enterprises which provides engineering and repair works to the Company on commercial terms. Further, a related entity of Mr Commins is a contract grower for the Company and receives payments for fish sales by the Company. These arrangements are on arms-length terms and are not considered to impair Mr Commins independence.

• Has held tenure for a substantial period of time which may comprise their independence from management. It is noted that whilst Mr Martin Priestley has been a Director of the Company for close to 10 years, the Company’s current principal activities and management have only been continuing since 2017. Therefore the length of tenure for Mr Priestley is not considered to impair his independence.

Appointments to Other Boards

Directors are required to take into consideration any potential conflicts of interest when accepting appointments to other boards.

Independent Professional Advice

The Board has determined that individual Directors have the right in connection with their duties and responsibilities as Directors, to seek independent professional advice at the Company’s expense. With the exception of expenses for legal advice in relation to Directors’ rights and duties, the engagement of an outside adviser is subject to prior approval of the Chairman and this will not be withheld unreasonably.

Gender Diversity

The Company has not adopted an express policy specifically addressing the achievement of gender diversity. Due to the current limited size of the Board, the Board does not consider it necessary to have a gender diversity policy but will consider adopting a policy in the future. Furthermore, the Company has not set any objectives for achieving gender diversity. Should a gender diversity policy be considered appropriate for the Company in the future due to increases in size of the organisation, the policy will specifically deal with the objectives for achieving diversity.

The Company’s proportion of women in the Board, in senior executive positions and across the Company is as follows:-

Gender	Board	Senior Executive positions	Whole organisation
No. of women	None	2	38
% women	-	33%	39%

The Company’s corporate code of conduct provides a framework for undertaking ethical conduct in employment. Under the corporate code of conduct, the Company will not tolerate any form of discrimination or harassment in the workplace. The Group currently has no female board members and 3 female senior executives.

Continuous Review of Corporate Governance

Directors consider, on an ongoing basis, how management information is presented to them and whether such information is sufficient to enable them to discharge their duties as Directors of the Company. Such information must be sufficient to enable the Directors to determine appropriate operating and financial strategies from time to time in light of changing circumstances and economic conditions. The Directors recognise that as a business that there are inherent risks and that operational strategies adopted should, notwithstanding, be directed towards improving or maintaining the net worth of the Company.

Code of Conduct

The Company has adopted a Code of Conduct for Company executives that promote the highest standards of ethics and integrity in carrying out their duties to the Company. The Code of Conduct can be found on the Company’s website at https://aquna.com/.

Anti Bribery and Whistleblower Policy

The Company has a zero-tolerance approach to bribery and corruption and is committed to acting professionally, fairly and with integrity in all business dealings. Accordingly the Company has adopted an anti-bribery and corruption policy which applies to all employees, executive management, suppliers, consultants, customers,

In committing to the highest standards of conduct and ethical behavior in its business activities, the Company encourages the reporting of any instances of suspected unethical, illegal, fraudulent or undesirable conduct involving the Company or any of its partners and will ensure that those persons who make a report, are free to do so without fear of intimidation, disadvantage or reprisal.

Accordingly, the Board has adopted a Whistleblower Policy and a copy of the Company’s Whistleblower Policy is available on the Company’s website.

Company Secretary

The Company has a Company Secretary (including a joint Company Secretary from time to time) that is appointed by the Board by resolution. The Company Secretary is accountable directly to the Board, through the Chairman.

Company Secretary (continued)

The role of the Company Secretary is as follows:

• Advising the Board and Committees on governance matters.

• Monitoring adherence of Board and Committees to policies and procedures.

• Coordinating timely completion and despatch of Board and Committee papers.

• Ensuring business at Board and Committee meeting is accurately captured in the minutes.

• Helping to organise and facilitate induction and professional development of Directors

Continuous Disclosure

The Company Secretary, working closely with the Chairman, have been delegated responsibility for the continuous disclosure of information to the market, to ensure:

• All investors have equal and timely access to material information concerning the Company, including its financial position, performance, ownership and governance.

• Company announcements are factual and presented in clear and a balanced way, requiring the disclosure of both positive and negative information.

• When analysts are briefed on aspects of the Company’s operations, the market is forewarned, and the materials used in such presentations are also released to the ASX and posted on the Company’s website.

• Any information that a reasonable person would expect to have a material effect on the price or value of the Company’s share price (as per Listing Rule 3.1) is immediately notified to the ASX.

The Company has established a documented procedure to handle continuous disclosure requirements

Risk Management Systems

The identification and management of risk, including calculated risk-taking activity is viewed by management as an essential component in creating shareholder value. Whilst there is currently no risk committee in accordance with recommendation 7.1 (a) the Board as a whole is employed to oversee the Company’s risk management framework as explained below.

Management is responsible for developing, maintaining and improving the Company’s risk management and internal control system. A register of material business risks has been established, risks have been analysed and evaluated, risk management processes and controls are in place and reporting schedules developed. Management provides the Board with periodic reports identifying areas of potential risks and the safeguards in place to efficiently manage material business risks. These risk management and internal control systems are in place to protect the financial statements of the entity from potential misstatement, and the Board is responsible for satisfying itself annually, or more frequently as required, that management has developed a sound system of risk management and internal control. A review did not take place during this reporting period and will be carried out in the next year.

Strategic and operational risks are expected to be reviewed at least annually as part of the forecasting and budgeting process. The Company has identified and actively monitors risks inherent in the industry in which the Company operates.

The Board also receives a written assurance from the Chairman and Company Secretary that to the best of their knowledge and belief, the declaration provided to the Board in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control, and that the system is operating effectively in relation to financial reporting risks. This declaration is also provided in respect of periodic non-audited financial reports, such as the quarterly cashflow report which are subject to internal review prior to release.

The Board notes that due to its nature, internal control assurance from the Chairman and Company Secretary can only be reasonable rather than absolute. This is due to such factors as the need for judgement, the use of testing on a sample basis, the inherent limitations in internal control and because much of the evidence is persuasive rather than conclusive and therefore is not and cannot be designed to detect all weaknesses in internal control procedures.

Security Holders

Investors may inspect the company’s governance and Shareholder Communications policies via the website https://aquna.com which lay out the options to receive communications from, and send communications to, the entity and its security registry electronically.

The Board of Directors aims to ensure that shareholders are informed of all major developments affecting the company’s state of affairs. The information is communicated to shareholders, and forms part of the Company’s two-way investor relations program:

• by ensuring that all shareholders can elect to receive information and communications from the company’s share registry either physically or electronically, and can update their preferences through the share registry;

• by the Annual Report being distributed to all shareholders. The Board ensures the Annual Report contains all relevant information about the operations of the company during the financial year, together with details of future developments and other disclosures required under the Corporations Act 2001;

• by publishing its Notice of Meetings and Explanatory Memorandum for each Annual General Meeting or other such meetings as required from time to time;

• by encouraging shareholders to attend and participate in the company’s Annual General Meeting;

• by encouraging shareholders to participate in proxy voting should they be unable to attend the Company’s Annual General Meeting;

• by the Half Year results report distributed to all shareholders; and

• by disclosures forwarded to the ASX under the company’s continuous disclosure obligations.

The Company will ensure that all substantive resolutions at a meeting of shareholders are decided by a poll rather than a show of hands. All information communicated by the Company is in accordance with its continuous disclosure requirements under ASX Listing Rule 3.1.

Economic, Environmental and Social Sustainability Risk

Poor market conditions (and more specifically the potential for underperformance by the Company) have been identified as an economic sustainability risk that has the potential to materially impact the Company’s ability to create or preserve value for security holders over the short, medium or long term. This risk is addressed and managed within the Company’s investment strategy and through the Company’s ability to diversify across sectors and in both listed and unlisted securities.

The Company considers that it has the following exposure to material environmental risks:-

Water Security and Quality

The Company relies on water as an essential component of the Murray Cod production system and good quality water is crucial for fish health. To ensure we have security over water, the Company uses multiple water purchasing strategies with a mixture of permanent and temporary water licences as well as leasing water in times of need. The Murrumbidgee valley and the Murrumbidgee irrigation area are positioned in a very secure water environment supplied by dams from the Snowy Mountains Scheme. The Company employs a static production system which allows to test incoming water to monitor and ensure water quality.

Disease

In any intensive production system, disease can be a risk and at times pose a threat to operations resulting in damaged product and or large losses of fish stock. The Company regularly monitors for disease and trains all staff in the identification and treatment of all of the major diseases that may be seen in Murray Cod. The Company also has in place a strict Biosecurity plan that is reviewed regularly. The nature of the Company’s system of farms spread throughout the Murrumbidgee irrigation area allow for the isolation of individual production units and the isolation of whole farms if necessary to mitigate and minimise the risk of disease spreading.

Economic, Environmental and Social Sustainability Risk (continued)

Temperature / Climate change

Adverse and unforeseen climatic events and climate change generally could potentially impact on the Company’s business in a combination of ways, with the four major risk areas considered to include: (1) species’ temperature sensitivity, (2) flooding and storm surge exposure, (3) lowoxygen hazard and (4) disease vulnerability. The Company’s operations are exposed to the natural environment and are therefore sensitive to climate change.

Although Murray Cod have a temperature range that will produce optimal grow out performance, the fish can accommodate a wide range of temperature from 13-28 degrees Celsius unlike many other species. Over the years of evolution Murray cod have become very well adapted to the constantly changing climate in the Murray Darling Basin that typically sees very cold winters and warm to hot summers. The Company continually monitors the health of its stock in the context of environmental conditions including temperature and will consider and employ temperature control methods if necessary.

The Company does not consider it has any material exposure to social risks.

Equity Based Remuneration Scheme

An Employee Securities Incentive Plan was previously approved by shareholders on 18 December 2020.

The Company has a policy that participants are not permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the Incentive Plan.

ASX Principles of Good Corporate Governance

The Board has reviewed its current practices in light of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations with 2019 Amendments 4th edition (“CG Recommendations”) with a view to making amendments where applicable after considering the Company's size and the resources it has available.

As the Company's activities develop in size, nature and scope, the size of the Board and the implementation of any additional formal corporate governance committees will be given further consideration.

The following table sets out the CG Recommendations with which the Company does not comply:

ASX Principle	Reference/comment
1.5 A listed entity should have and	The Company has not adopted an express policy specifically
disclose a diversity policy and	addressing the achievement of gender diversity. Due to the
disclose in each reporting	current limited size of the Board, the Board does not consider
period its measurable	it necessary to have a gender diversity policy but will consider
objectives for achieving	adopting a policy in the future. Furthermore, the Company has
gender diversity.	not set any objectives for achieving gender diversity. Should a
	gender diversity policy be considered appropriate for the
	Company in the future due to increases in size of the
	organisation, the policy will specifically deal with the objectives
	for achieving diversity.
2.2 A listed entity should have and	Directors have been selected to bring specific skills and
disclose a board skills matrix	industry experience to the Company. The Board does not
setting out the mix of skills and	currently maintain a skills matrix, however the Board is
diversity that the board	considered to have an expansive range of relevant industry
currently has or is looking to	experience, financial and other skills and expertise to meet its
achieve in its membership.	objectives and a skills matrix will be developed as the
	Company grows in size and operations.

	ASX Principle	ASX Principle	Reference/comment
2.4	A majority of	the board of a	The board is not currently comprised of a majority of
	listed entity should be		independent Directors. Directors have been selected to bring
	independent directors		specific skills and industry experience to the Company. For
			this reason the Board does not maintain a skills matrix,
			however the Board is considered to have an expansive range
			of relevant industry experience, financial and other skills and
			expertise to meet its objectives. Currently two board members
			are independent Directors and two Directors are deemed to
			not be independent due to being substantial shareholders or
			executives of the Company.
2.5	The chair of	the board of a	The Chairman, Mr Ross Anderson, does not meet the
	listed entity	should be an	definition of an independent Director under the definition in the
	independent	director and, in	ASX Corporate Governance Guidelines. The Board believes
	particular, should not be the		the alignment of the interests of Directors with those of
	same person	as the CEO of	shareholders as being the most efficient way to ensure
	the entity.		shareholders’ interests are protected. The Board believes that
			this is both appropriate and acceptable at this stage of the
			Company’s development. Further, the Board is considering
			appointing a non-executive director as a Lead Independent
			director.
3.1	A listed entity	should articulate	The Company is preparing a statement of its values which is
	and disclose its values.		expected to be available on its website in the 2023 financial
			year.
3.4	A listed entity	should:	The general principals of conduct for directors and employees
	(a) have anti-bribery policy; and	and disclose an and corruption	are set out in the Company’s code of conduct in our Corporate Governance Plan which includes anti-bribery and anti- corruption principals. The Company expects to adopt a formal and comprehensive anti-bribery and corruption policy in the
	(b) ensure that the board		next financial period.
	or committee	of the board is
	informed of	any material
	breaches of that policy.
7.2	The Board should review the		The Board considers material risks regularly as part of its
	Company’s risk management		scheduled director meetings. However, a formal review of the
	framework at	least annually to	risk management framework did not take place during this
	satisfy itself that it continues to		reporting period and is expected to be carried out in the next.
	be sound and	that the entity is
	operating with due regard to
	the risk appetite set by the
	Board and disclose whether
	such as review has taken
	place in each	reporting period.