RESOURCES & ENERGY GROUP LIMITED — Governance Information 2021

Sep 29, 2021

ASX Release

30 September 2021

Appendix 4G and 2021 Corporate Governance Statement 2021

Attached is the Appendix 4G and 2021 Corporate Governance Statement for Resources & Energy Group Limited.

Authorised for release by the Board.

Warren Kember Company Secretary

Investor enquiries:

Richard Poole Executive Director E: rjpoole@rezgroup.com.au P: +61 2 9227 8900

Level 33, 52 Martin Place Sydney NSW 2000 GPO Box 2537, Sydney NSW 2001 T: +612 9227 8900 E: communications@rezgroup.com.au W: www.rezgroup.com.au

This statement explains how Resources & Energy Group Limited (REZ or the Company) addresses the ASX Corporate Governance Council's 'Corporate Governance Principles and Recommendations - 3rd Edition' (referred to as the ASX Recommendations)

The Board of REZ acknowledges the ASX Recommendations, however in view of the Company's current size and extent of the nature of operations, full adoption of the recommendations is currently not practical. The Board will continue to work towards full adoption of the ASX Recommendations in line with growth and development of the Company.

A summary of the current corporate governance practices as adopted by the Board is set out below that were applicable during the 2021 financial year and subsequently. Where the Company's framework was different to the ASX Recommendations, it has been noted. The Company's Corporate Governance Plan, which includes its Board Charter and other policy documents are on the Company's website in the Investor Centre/Governance section (refer www.rezgroup.com.au/governance ).

This statement was approved by the Board on 30 September 2021.

Principle 1: Lay solid foundations for management and oversight

The Board of is responsible for its corporate governance and monitors its business affairs on behalf of the shareholders by whom they are elected and to whom they are accountable.

The Board of Directors carries out its responsibilities according to the following policies and processes:

• the Board should comprise at least three directors, with at least two being non-executive directors;
• the Chairman of the Board should be a non executive director;
• the directors should possess a broad range of skills, qualifications and experience;
• the Board considers the mix of skills and the diversity of board members;
• the Board should meet at least on a quarterly basis;
• all available information in connection with items to be discussed at a meeting of the Board shall be provided to each director prior to that meeting;
• the approval of the annual and half yearly financial report;
• the establishment of long-term goals for the Company and strategic plans to achieve those goals;
• the review and adoption of annual budgets for the financial performance of the Company and monitoring the results on a quarterly basis;
• ensuring that the Company has implemented adequate internal controls together with the appropriate monitoring of compliance activities; and
• ensuring that the Company is able to pay its debts as and when they fall due.

Principle 2: Structure the Board to add value

The Board reviews its membership regularly to ensure that it has available for its activities an appropriate mix of skills. The Board also seeks to ensure that it has several independent, nonexecutive directors who can challenge executive directors and hold them to account. A publicly disclosed board skills matrix (refer below) sets out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.

To fulfil the function of the Board and to govern the business effectively, Board members need to be able to contribute to the development of strategy and assess the performance of management. In addition, as a Company, the Board must have a mix of skills and experience in:

• corporate governance;

• business strategy;
• executive leadership;
• financial acumen; and
• the resources sector, with a particular focus on mining exploration and evaluation.

The following table provides more detail on the key skills and experience that the Company requires from its Board, and the extent to which these attributes are currently represented on the Board.

Skills and experience	Attributes	Number ofdirectors
Corporate governanceexpertise	Commitment to the highest standards of governance and anability to assess the effectiveness of senior management.	3
Strategy skills	Skills in developing and implementing successful businessstrategy, including appropriately overseeing management onthe delivery of agreed strategic planning objectives.	3
Executive leadershipexperience	Successful career with experience at a very senior executivelevel.	3
Financial acumen	Senior executive or equivalent experience in financialaccounting and reporting, corporate finance and internalfinancial controls, including an ability to probe the adequaciesof financial and risk controls.	3
Relevant industryexperience	Senior executive experience in the mining or mining servicessector, including in-depth knowledge of the Company'sstrategy, markets, competitors, operational issues,technology and regulatory concerns.	3
Health, safety andenvironmentalmanagement skills	Experience related to workplace health and safety,environmental and social responsibility, and community	1
Remunerationmanagement skills	Relevant experience in relation to remuneration settingincluding incentive programs and pensions/superannuationand the legislation and contractual framework governingremuneration.	2

The Company discloses the experience and background of each of its directors in its Annual Report. The function of the Chairman and the other directors are separate. The Chairman undertakes all induction of new directors and regularly reviews the skills of each director and arranges professional development where necessary.

The Company Secretary reports to the Chair on all matters concerning the Board's activities and responsibilities, including the:

• advising the Board and its committees on governance matters;
• monitoring that Board and committee policy and procedures are followed;
• timely completion and despatch of Board and committee papers;
• ensuring business at Board and committee meetings is accurately captured in the minutes; and
• assist with the induction and professional development of directors.

During the financial year and subsequently the majority of the Board were non-executive directors. The Board consists of two non-Executive Directors and one Executive Director, however due to the length of service of one of the non-executive directors they were non considered independent. Upon the appointment of a new non-executive director in July, the majority of the board then became independent.

The Board is committed to having an appropriate blend of diversity on the Board. It recognises the benefits arising from Board diversity and the importance of benefiting from all available talent. Accordingly, the Company has established a diversity policy.

The policy outlines requirements for the Board to develop measurable objectives for achieving diversity and annually assess both objectives and the progress in achieving those objectives. According, the Board has developed an objective regarding gender diversity of at least one third female directors or employees as director and senior executive positions as they become available.

This goal was achieved for most of the financial year in respect of Board representation. However, on the passing of Virginia Bruce and the subsequent appointment of Mr Daniel Moore, the Board does not meet its gender diversity policy. The Board may consider adding additional directors in the future.

With the prior approval of the Chairman, each Director has the right to seek independent legal and professional advice at the Company's expense concerning any aspect of the Company's operations or undertakings in order to fulfil their duties and responsibilities as Directors.

Principle 3: Act ethically and responsible

The Board endeavours to ensure that the Directors, officers and employees of the Company act with integrity and observe the highest standards of behaviour and business ethics in relation to their corporate activities.

Specifically, that Directors, officers and employees must:

• comply with the law;
• act in the best interests of the Company;
• be responsible and accountable for their actions; and
• observe the ethical principles of fairness, honesty and truthfulness, including disclosure of potential conflicts.

The Company's policy regarding Directors and employees trading in its securities is set by the Board. The policy restricts Directors and employees from acting on material information until it has been released to the market and adequate time has been given for this to be reflected in the security's prices.

Principle 4: Safeguard integrity in corporate reporting

During the financial year the Board decided that the functions of an Audit and Risk committee should be assumed by the full board until the company had further progressed its development. The function of an Audit and Risk Committee to provide a forum for the effective communication between the Board and the external auditors are therefore available to all directors.

In fulfilling this function the Board reviews:

• the annual and half yearly financial report;
• the effectiveness of management information systems and systems of internal control; and
• the efficiency and effectiveness of the external audit function.

The Board requests the Company's external auditor attend the annual general meeting and be available to answer shareholder questions about conduct of the audit, and the preparation and content of the auditor's report.

Principle 5: Make timely and balance disclosure

The Board and Company Secretary are appointed as the parties responsible for communications with the ASX. They are also responsible for ensuring compliance with the continuous disclosure requirements in the ASX listing rules and overseeing and coordinating information disclosure to the ASX.

The Board is responsible for the communications strategy to promote effective communications with shareholders and encourage effective participation at general meetings. The Company adheres to best practice in its preparation of notices of meetings to ensure all shareholders are fully informed.

Principle 6: Respect rights of security holders

As part of the Board's commitment to the highest standards of conduct, the Company adopts a code of conduct to guide executives, management and employees in carrying out their duties and responsibilities.

The code of conduct covers such matters as:

• responsibilities to shareholders;
• compliance with laws and regulations;
• relations with customers and suppliers;
• ethical responsibilities;
• employment practices; and
• Responsibilities to the environment and the community.

Principle 7: Recognise and manage risk

The Board is responsible for the Company's system of internal controls. The Board constantly monitors the operation and financial aspects of the Company's activities and considers the recommendations and advice of external auditors and other external advisers on the operations and financial risks that face the Company.

The Board ensures that recommendations made by the external auditors and other external advisers are investigated and, where considered necessary, appropriate action is taken to ensure that the Company has an appropriate internal control environment in place to manage the key risks identified.

In addition, the Board investigates ways of enhancing risk management strategies, including appropriate segregation of duties and the employment and training of suitably qualified and experienced personnel.

Due to the Company's current size and extent of operations, the following departures from the ASX Recommendations have occurred during the financial year:

• the Company does not have an internal audit function, as it is not appropriate for the stage of development of its activities.

Principle 8: Remunerate fairly and responsibly

During the financial year the Board decided that the functions of a Remuneration Committee/Nomination Committee would be undertaken by the full Board until the company had further progressed its development. The function of a Remuneration Committee/Nomination Committee to provide a forum for the decision making on employment and remuneration issues is therefore available to all directors.

The Board reviews the remuneration policies applicable to all Directors and Executive Officers on an as needed basis. Remuneration packages, which consist of base salary, fringe benefits, incentive schemes (including performance related bonuses), superannuation, and entitlements upon retirement or termination, are reviewed with due regard to performance and other relevant factors.

In order to retain and attract executives of sufficient calibre to facilitate the efficient and effective management of the Company's operations, the Remuneration Nomination Committee occasionally seeks the advice of external advisors in connection with the structure of remuneration packages.

• salary and associated superannuation;
• fixed directors fees; and
• performance based bonuses.

Non-Executive Directors previously received fixed directors' fees only, and did not participate in any performance-based remuneration. The Chairman, Mr Gavin Rezos was awarded share options during a prior financial year as detailed in the Annual Report. As these options are nearing the end of their life, a new proposal has been put to shareholders to align directors and shareholders interests. The proposal is detailed in a notice of meeting sent to shareholders.

Fixed directors' fees may be paid in the form of cash, share options or a combination of both. Share options are issued on similar terms to previous issues by the entity and are in lieu of cash, not based on performance of the entity.

Full remuneration disclosure, including superannuation entitlements, are contained in the Directors Report. The Board ensures that all equity based executive remuneration is made within the guidelines set by plans approved by Shareholders.

The Board considers the appointment and retirement of non-executive directors on a case by case basis. In doing so, the Board must take into account the requirements of Listing Rules and the Corporations Act 2001. Currently all Directors are required to be re-elected at least every three years, and at least one-third of Directors must retire at each Annual General Meeting.

This process also includes ongoing evaluation of the performance of the Board and its individuals according to the goals, objectives and primary responsibilities of each director.

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

RESOURCES & ENERGY GROUP LIMITED

12 110 005 822 30 JUNE 2021

ABN/ARBN Financial year ended

Our corporate governance statement2 for the above period above is attached and also can be found at www.rezgroup.com.au .

The Corporate Governance Statement is accurate for the year ended 30 June 2021 and changes that have occurred up to 30 September 2021, and has been approved by the board.

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

Date: 30 September 2021

Name of Secretary authorising lodgement: Warren Kember

1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.

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

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

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

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in fullfor the whole of theperiod above. We havedisclosed …
	PRINCIPLE 1 –LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	Alisted entity should disclose:(a)the respective roles and responsibilities of itsboard and management; and(b)those matters expressly reserved to the boardand those delegated to management.	… the fact that we follow this recommendation:in our Corporate Governance Statement… and information about the respective roles andresponsibilities of our board and management (includingthose matters expressly reserved to the board and thosedelegated to management):in our Board Charter atwww.rezgroup.com.au/governance
1.2	Alisted entity should:(a)undertake appropriate checks before appointinga person, or putting forward to security holdersa candidate for election, as a director; and(b)provide security holders with all materialinformation in its possession relevant to adecision on whetherto elect or re-elect adirector.	… the fact that we follow this recommendation:in our Corporate Governance Statement
1.3	A listed entity should have a written agreementwith each director and senior executive setting outthe terms of their appointment.	… the fact that we follow this recommendation:in our Corporate Governance Statement
1.4	The company secretary of a listed entity should beaccountable directly to the board, through thechair, on all matters to do with the properfunctioning of the board.	… the fact that we follow this recommendation:in our Corporate Governance Statement
1.5	A listed entity should:(a)have a diversity policy which includesrequirements for the boardor a relevantcommittee of the board tosetmeasurableobjectives for achieving gender diversity andto	… the fact that we have a diversity policy that complies withparagraph(a):in our Corporate Governance Statement… and a copy of our diversity policy or a summary of it:

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in fullfor the whole of theperiod above. We havedisclosed …
	assess annually both the objectives and theentity's progress in achieving them;(b)disclose that policy or a summary of it; and(c)disclose as at the end of each reporting periodthe measurable objectives for achieving genderdiversity set by the board or a relevantcommittee of the board in accordance with theentity's diversity policy and its progress towardsachieving themand either:(1)the respective proportions of men andwomen on the board, in senior executivepositions and across the whole organisation(including how the entity has defined "seniorexecutive" for these purposes); or(2)if the entity is a "relevant employer" underthe Workplace Gender Equality Act, theentity's most recent "Gender EqualityIndicators", as defined in and publishedunder that Act.	at www.rezgroup.com.au/governance… the measurable objectives for achieving gender diversityset by the board or a relevant committee of the board inaccordance with our diversity policy and our progresstowards achieving them:in our Corporate Governance Statement… and the information referred to in paragraph(c)(1)in our Corporate Governance Statement(c)(2) Not applicable
1.6	A listed entity should:(a)have and disclose a process for periodicallyevaluating the performance of the board, itscommittees and individual directors; and(b)disclose,in relation to each reporting period,whetheraperformanceevaluationwasundertakeninthereportingperiodinaccordance with that process.	… the evaluation process referred to in paragraph (a):in our Corporate Governance Statementat this location:www.rezgroup.com.au/governance… and the information referred to in paragraph (b):in our Corporate Governance Statement
1.7	A listed entity should:(a)have and disclose a process for periodicallyevaluating the performance of its seniorexecutives; and(b)disclose,in relation to each reporting period,whetheraperformanceevaluationwasundertakeninthereportingperiodinaccordance with that process.	… the evaluation process referred to in paragraph (a):in our Corporate Governance Statement… and the information referred to in paragraph (b):in our Corporate Governance Statement

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in fullfor the whole of theperiod above. We havedisclosed …
	PRINCIPLE 2 -STRUCTURE THE BOARD TO ADD VALUE
2.1	The board of a listed entity should:(a)have a nomination committee which:(1)has at least three members, a majority ofwhom 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	…a copy of the charter of the committee:at this location:www.rezgroup.com.au/governance
	number of times the committee metthroughout the period and the individualattendances of the members at thosemeetings; OR(b)if it does not have a nomination committee,disclose that fact and the processes it employsto address board succession issues and toensure that the board has the appropriatebalance of skills, knowledge, experience,independence and diversity to enable it todischarge its duties and responsibilitieseffectively.	the fact that we do not have a nomination committee and theprocesses we employboard succession issues and to ensurethat the board has the appropriate balance of skills,knowledge, experience, independence and diversity toenable it to discharge its duties and responsibilitieseffectively.in our Corporate Governance Statement
2.2	A listed entity should have and disclose a boardskills matrix setting out the mix of skills anddiversity that the board currently has or is lookingto achieve in its membership.	… our board skills matrix:in our Corporate Governance Statement

	Corporate Governance Council recommendation	We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in fullfor the whole of theperiod above. We havedisclosed …
2.3	A listed entity should disclose:(a)the names of the directors considered by theboard to be independent directors;(b)if a director has an interest, position, associationor relationship of the type described in Box2.3but the board is of the opinion that it does notcompromise the independence of the director,the nature of the interest, position, associationor relationship in question and an explanation ofwhy the board is of that opinion; and(c)the length of service of each director.	… the names of the directors considered by the board to beindependent directors:in our Corporate Governance Statementandin the 2021Annual Report –Directors Report… where applicable, the information referred to in paragraph(b):in our Corporate Governance Statement…andthe length of service of each director:in the 2021Annual Report –Directors Report
2.4	A majority of the board of a listed entity should beindependent directors.		an explanation why that is soin our CorporateGovernance Statement
2.5	The chair of the board of a listed entity should bean independent director and, in particular, shouldnot be the same person as the CEO of the entity.	… the fact that we follow this recommendation:in our Corporate Governance Statement
2.6	A listed entity shouldhave a program for inductingnew directors and provideappropriate professionaldevelopment opportunities for directors to developand maintain the skills and knowledge needed toperform their role as directorseffectively.	… the fact that we follow this recommendation:in our Corporate Governance Statement
PRINCIPLE 3 –ACTETHICALLYAND RESPONSIBLY
3.1	A listed entity should:(a)have a code of conduct for its directors, seniorexecutives and employees; and(b)disclose that code or a summary of it.	… our code of conduct or a summary of it:in our Corporate Governance Statementat this location:www.rezgroup.com.au/governance(Corporate Charter)

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in fullfor the whole of theperiod above. We havedisclosed …
4.1	PRINCIPLE 4 –SAFEGUARD INTEGRITY IN CORPORATE REPORTINGThe board of a listed entity should:(a)have an audit committee which:(1)has at least three members, all of whom arenon-executive directors and a majority ofwhom are independent directors; and(2)is chaired by an independent director, who isnot the chair of the board,and disclose:(3)the charter of the committee;	… a copy of the charter of the committee:at this location:www.rezgroup.com.au/governance(Audit and Risk Committee Corporate Charter)… and the information referred to in paragraphs (4) and (5):in the 2021Annual Report –Directors Report
	(4)the relevant qualifications and experience ofthe members of the committee; and(5)in relation to each reporting period, thenumber of times the committee metthroughout the period and the individualattendances of the members at thosemeetings; OR(b)if it does not have an audit committee, disclosethat fact and the processes it employs thatindependently verifyand safeguard the integrityof its corporate reporting, including theprocesses for the appointment and removal ofthe external auditor and the rotation of the auditengagement partner.	… the fact that we do not have an audit committee and theprocesses we employ that independently verify andsafeguard the integrity of our corporate reporting, includingthe processes for the appointment and removal of theexternal auditor and the rotationof the audit engagementpartner:in our Corporate Governance Statement
4.2	The board of a listed entity should, before itapproves the entity's financial statements for afinancial period, receive from its CEO and CFO adeclaration that, in their opinion,the financialrecords of the entity have been properlymaintained and that the financial statementscomply with the appropriate accounting standardsand give a true and fair view of the financialposition and performance of the entityand that theopinion has been formed on the basis of a soundsystem of risk management and internal controlwhich is operating effectively.	… the fact that we follow this recommendation:in our Corporate Governance Statement

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in fullfor the whole of theperiod above. We havedisclosed …
4.3	A listed entity that has an AGM should ensure thatits external auditor attends its AGM and isavailable to answer questions from securityholders relevant to the audit.	… the fact that we follow this recommendation:in our Corporate Governance Statement
	PRINCIPLE 5 –MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should:(a)have a written policy for complying with itscontinuous disclosure obligations under theListing Rules; and(b)disclose that policy or a summary of it.	… our continuous disclosure compliance policy or a summaryof it:in our Corporate Governance Statementandat this location:www.rezgroup.com.au/governanceCorporate Charter –"Release of Price SensitiveInformation"
	PRINCIPLE 6 –RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information aboutitself and its governance to investors via itswebsite.	… information about us and our governance on our website:at this location:www.rezgroup.com.au/governance
6.2	A listed entity should design and implement aninvestor relations program to facilitate effectivetwo-way communication with investors.	in our Corporate Governance Statement
6.3	A listed entity should disclose the policies andprocesses it has in place to facilitate andencourage participation at meetings of securityholders.	… our policies and processes for facilitating and encouragingparticipation at meetings of security holders:in our Corporate Governance Statement
6.4	A listed entity should give security holders theoption to receive communications from, and sendcommunications to, the entity and its securityregistry electronically.	… the fact that we follow this recommendation:in our Corporate Governance Statement
	PRINCIPLE 7 –RECOGNISE AND MANAGE RISK
7.1	The board of a listed entity should:(a)have a committee or committees to oversee risk,each of which:

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in fullfor the whole of theperiod above. We havedisclosed …
	(1)has at least three members, a majority ofwhom 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, thenumber of times the committee metthroughout the period and the individualattendances of the members at thosemeetings; OR(b)if it does not have a risk committee orcommitteesthat satisfy (a) above, disclose thatfact and the processes it employs for overseeingthe entity's risk management framework.	… and a copy of the charter of the committee:at this location:www.rezgroup.com.au/governance(Audit and Risk Committee Charter)… and the information referred to in paragraphs (4) and (5):in the 2021Annual Report –Directors Report… the fact that we do not have a risk committee orcommittees that satisfy (a) and the processes we employ foroverseeing our risk management framework:in our Corporate Governance Statement
7.2	The board or a committee of the board should:(a)review the entity's risk management frameworkat least annually to satisfy itself that itcontinues to be sound; and(b)disclose,in relation to each reporting period,whether such a review has taken place.	… the fact that we follow this recommendation:in our Corporate Governance Statement
7.3	A listed entity should disclose:(a)if it has an internal audit function, how thefunction is structured and what role it performs;OR(b)if it does not have an internal audit function, thatfact and the processes it employs for evaluatingand continually improving the effectiveness of itsriskmanagementandinternalcontrolprocesses.	… the fact that we do not have an internal audit function andthe processes we employ for evaluating and continuallyimproving the effectiveness of our risk management andinternal control processes:in our Corporate Governance Statement

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in fullfor the whole of theperiod above. We havedisclosed …
7.4	A listed entity should disclose whetherit has anymaterial exposureto economic, environmental andsocial sustainabilityrisksand, if it does, how itmanages or intends to manage those risks.	… whether we have any material exposure to economic,environmental and social sustainabilityrisks and, if we do,how we manage or intend to manage those risks:in the 2021Annual Report –Directors Report
8.1	PRINCIPLE 8 –REMUNERATE FAIRLY AND RESPONSIBLYThe board of a listed entity should:(a)have a remuneration committee which:(1)has at least three members, a majority ofwhom 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, thenumber of times the committee metthroughout the period and the individualattendances of the members at thosemeetings; OR(b)if it does not have a remuneration committee,disclose that fact and the processes it employsfor setting the level and composition ofremuneration for directors and senior executivesand ensuring that such remuneration isappropriate and not excessive.	the charter of the committee at this location:www.rezgroup.com.au/governance(Nomination and Remuneration Committee Charter)… and the information referred to in paragraphs (4) and (5):in the 2021Annual Report –Directors Report… the fact that we do not have a remuneration committeeand the processes we employ for setting the level andcomposition of remuneration for directors and seniorexecutives and ensuring that such remuneration isappropriate and not excessive:in our Corporate Governance Statement
8.2	A listed entity should separately disclose itspolicies and practices regarding the remunerationof non-executive directors and the remuneration ofexecutive directors and other senior executives.	… separately our remuneration policies and practicesregarding the remuneration of non-executive directors andthe remuneration of executive directors and other seniorexecutives:in the 2021Annual Report –Directors Report

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in fullfor the whole of theperiod above. We havedisclosed …
8.3	A listed entity which has an equity-basedremuneration scheme should:(a)have a policy on whether participants arepermitted to enter into transactions (whetherthrough the use of derivatives or otherwise)which limit the economic risk of participating inthe scheme; and(b)disclose that policy or a summary of it.	… our policy on this issue or a summary of it:in the 2021Annual Report –Directors Report