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SRG GLOBAL LIMITED Governance Information 2021

Aug 23, 2021

65852_rns_2021-08-23_4ade2c48-4c5d-48f1-976b-bdcc8791ef52.pdf

Governance Information

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Table of Contents

The board and its role

The board and its role 3
Board composition 4
Board independence 4
Tenure 5
Director selection and succession planning 5
Induction and professional development 6
Conflicts of interest 6
Access to information and advice 6
Board committees 6
Performance evaluation 7
Board skills matrix 8

Remuneration

Non-executive director remuneration 9
Senior executive remuneration 9
Risk identification and management 9
Role of the board 9
Role of management 9
Business and sustainability risks 10

9

2 SRG GLOBAL 2021 CORPORATE GOVERNANCE STATEMENT

Corporate Governance Statement

SRG Global Limited ('SRG Global' or the 'Company') has adopted the 4th edition of the ASX Corporate Governance Principles and Recommendations released in February 2019 ('ASX Principles and Recommendations').

As required by ASX Listing Rule 1.10.3, SRG Global is required to report compliance with the ASX Principles and Recommendations on an "if not, why not" basis in an Appendix 4G and annual corporate governance statement.

The Board has established a framework for managing SRG Global, including adopting corporate governance practices, internal controls and risk management processes that it considers appropriate for its business as summarised in this Statement.

Except as otherwise stated, the Company has followed the ASX Principles and Recommendations during the reporting period.

This Statement was approved by the Board of SRG Global and is current as at 24 August 2021. It should be read in conjunction with information on SRG Global's website (https://srgglobal.com.au) including the 2021 Annual Report.

The Board and Its Role

The Board

The Board remains responsible for the overall governance and performance of SRG Global. The Board delegates to the Managing Director ('MD') and the executive management team matters involving the implementation of corporate strategy and management of SRG Global's business.

This Charter sets out the Board's role, powers and duties and establishes the functions reserved for the Board and those which are delegated to management. The Board's responsibilities as set out in the Board Charter remain as follows:

  • Selecting, appointing and evaluating from time to time the performance of, determining the remuneration of, and planning succession of, the MD;

  • Contributing to and approving management development of corporate strategy, including setting performance objectives and approving operating budgets;

  • Reviewing, ratifying and monitoring systems of risk management and internal control and ethical and legal compliance;

  • Monitoring corporate performance and implementation of strategy and policy;

  • Approving acquisitions and divestitures, and monitoring capital management;

  • Monitoring and reviewing management processes aimed at ensuring the integrity of financial and other reporting; and

  • Developing and reviewing corporate governance principles and policies.

The diagram below (Image 1) on page 4, summarises SRG's governance framework and the functions reserved for the Board in accordance with the Board Charter.

Board Composition

Board composition is determined in accordance with SRG Global's Constitution, the Board Charter and the Remuneration and Nomination Committee Charter.

The composition of the Board is set out below.

Position Director InitialAppointmentDate
Non-executiveChairman Mr Peter McMorrow 11 September 2018
ManagingDirector Mr David Macgeorge11 September 2018
Non-executiveDirector Mr Michael Atkins 11 September2018
Non-executiveDirector Mr Peter Brecht 11 September2018

The qualifications and experience of the members of each Board Committee can be found in the 2021 Annual Report.

Details of the number of Board and Committee meetings held, and attendance at those Board and Committee meetings during the reporting period can be found in the 2021 Annual Report.

Board Independence

The independence of a Director is considered by the Board as 'independent of management and free of any business or other relationship that could materially interfere with, or could reasonably be perceived to interfere with, the exercise of their unfettered and independent judgment'.

Guidelines remain as previously adopted by the Board, set out in the Board Charter, which are used to guide independence assessments and are based on the definition of independence set out in the ASX Principles and Recommendations.

The Board generally considers, in accordance with the guidelines, a director to be independent if they are not members of management and they:

  • Are not employed in an executive capacity by the Company or another group member, and where they were previously employed in such a capacity, there has been a period of at least three years between ceasing such employment and serving on the Board;
  • Have not within the last three years been a partner, director or senior employee of a provider of material professional services to the Company or another group member;
  • Have not within the last three years been in a material business relationship (eg as a supplier or customer) with the Company or other group member or an officer of or otherwise associated directly or indirectly someone with such a relationship;
  • Are not a substantial shareholder of the Company, or officer of, or otherwise associated directly or indirectly with, a substantial shareholder of the Company;
  • Have no material contractual relationship with the Company or another group member, other than as a director of the Company;
  • Do not have close family ties with any person who falls within any of the categories described above;
  • Have not been a director of the Company for such a period that his or her independence may have been compromised; and
  • Are free from any interest, business or other relationship which could, or could reasonably be perceived to, materially interfere with the director's ability to act in the best interests of the Company.

The materiality of a director's interests, position, association or relationship is considered by the Board on a case by case basis.

Having regard to these criteria, the Board considers that three of its four members of the Board are independent, as set out below.

Director Independent
Mr Peter McMorrow Yes
Mr Michael Atkins Yes
Mr Peter Brecht Yes

The Board considers that Mr David Macgeorge (Managing Director) is not independent on the basis that he holds an executive position with the Company. The Board assesses the status of each Director annually to determine if they remain independent.

Tenure

In accordance with SRG Global's Constitution, and as required by ASX Listing Rules, a director must not hold office (without re-election) past the third Annual General Meeting following the meeting at which the director was last elected or re-elected.

Directors who retire by rotation are eligible for reelection. When a vacancy is filled by the Board during a year, the new director must stand for election at the next Annual General Meeting.

The requirements relating to retirement from office do not apply to the MD.

Each director's suitability for re-election will be considered on a case-by-case basis, having regard to individual performance.

Director Selection & Succession Planning

Board succession planning is based on the objective that the Board comprise directors with a broad range of skills, expertise and experience from a range of backgrounds.

A brief overview of the process for the selection and appointment of new directors is set out below.

Policy in relation to section and appointment of new directors

Factors to be considered when reviewing a potential director candidate include the skills, experience, expertise and personal qualities that will best complement Board effectiveness, the existing composition of the Board, the capability of the candidate to devote the necessary time and commitment to the role and potential conflicts of interest.

The identification of potential director candidates may be assisted by the use of external search organisations as appropriate. Appropriate background checks are conducted before appointing a director or putting forward to shareholders a candidate.

Remuneration and Nomination Committee Recommendation

The Remuneration and Nomination Committee has responsibility for making recommendations to the Board on matters such as succession plans for the Board and suitable candidates for appointment to the Board.

Appointment

An offer of a Board appointment must be made by the Chairman only after having consulted all directors, with any recommendations from the Remuneration, and Nomination Committee having been circulated to all directors.

At the time of appointment of a new Non-executive Director, the key terms and conditions relevant to that person's appointment are set out in a letter of appointment. All current Non-executive Directors have been provided with a letter setting out the terms of their appointment.

Shareholder Communications

When candidates are submitted to shareholders for election or re-election, SRG Global includes in the notice of meeting all information in its possession that is material to the decision whether to elect or re-elect the candidate.

Induction & Ongoing Professional Development Opportunities

Under its Charter, the Remuneration and Nomination Committee is responsible for ensuring that an effective director induction process is in place, and for regularly reviewing its effectiveness. An induction program is currently in place.

The Company also offers appropriate professional development opportunities for directors to ensure that they are kept up to date with developments in the industry both locally and at an international level. Management also briefs the Board on relevant industry, regulatory and legal developments.

SRG Global recognises the importance of directors receiving the information and support that they require to effectively discharge their role and responsibilities as directors.

In addition to updates from management on issues affecting the SRG Global business and the industries and markets within which it operates, SRG Global is supportive of directors attending external training and information sessions to supplement the education they receive internally and appointing specialist advisors where required.

Conflicts of interest

Directors are required, in accordance with the Corporations Act, to declare the nature of any interest they have in business to be dealt with by the Board. Except as permitted by the Corporations Act, directors with a material personal interest in a matter being considered by the Board may not be present when the matter is being considered and may not vote on the matter.

Access to Information & Independent Advice

Each director individually as well as the Board collectively, has the right to seek independent professional advice, subject to written approval of the Chairman, at SRG Global's expense.

The Company Secretary, who is accountable to the Board through the Chairman, provides advice and support to the Board and is responsible for all matters to do with the proper functioning of the Board.

Board Committees

Committees are established from time to time by the Board to streamline the discharge of its responsibilities.

The permanent standing Committees of the Board, and their key responsibilities, are set out below. All standing Committees have a formal Charter which sets out their role and responsibilities, membership requirements and administrative matters.

Audit Committee

The primary responsibilities of the Audit Committee are:

  • Assess financial controls and systems
  • Financial reporting
  • Overseeing the appointment, administration and removal of the external auditor
  • Overseeing the relationship with the external auditor

The current members of the Audit Committee are:

Director Position
Mr Michael Atkins Chair
Mr Peter McMorrow Member

The Chair and members of the Audit Committee are considered to be independent.

The Committee met three times during the reporting period.

The Company Secretary keeps Minutes of meetings of the Committee and, after approval by the Committee chair, are presented at the next Board meeting.

The Committee has rights of access to management and auditors (external and internal) without management present, and rights to seek explanations and additional information from both management and auditors.

SRG Global's external auditor is BDO. The Audit Committee provides a link between the external auditors, the Board and management. It also has the responsibility (subject to Corporations Act requirements) for the appointment and remuneration of the external auditor, as well as for evaluating its effectiveness and independence.

Where a periodic corporate report is not required to be audited or reviewed by an external auditor, Management conducts the same comprehensive internal verification processes as followed for an external audited report up to receiving final auditor

signoff/approval, This process includes layers of peer review, subject matter expert, and board approval where appropriate, to ensure the report is materially accurate, balanced and provides investors with appropriate information to make informed investment decisions.

Remuneration and Nomination Committee

The primary responsibilities of the Audit Committee are:

  • Assess remuneration policy
  • Review employee incentive plans
  • Non-executive director remuneration
  • Executive directors and senior executive remuneration
  • Board composition
  • Director succession planning
  • Board, committee and director performance evaluations
  • Diversity

The current members of the Remuneration and Nomination Committee are:

Director Position
Mr Peter Brecht Chair
Mr Peter McMorrow Member

The Chair and member of the Remuneration and Nomination Committee are considered to be independent.

The Committee met two times during the reporting period.

Minutes of meetings of the Committee are kept by the Company Secretary and, after approval by the Committee chair, are presented at the next Board meeting.

The Committee makes recommendations to the full Board on the size and composition of the Board and the criteria for Board membership, assists the Board as required in relation to the performance evaluation of the Board, its committees and individual directors and is responsible for oversight of the Diversity and Inclusion Policy and reviewing diversity metrics.

The Committee also reviews key aspects of SRG Global's remuneration structure and arrangements and make recommendations to the Board.

Performance Evaluation

The Company has established performance evaluation processes for the Board, Committees, individual

directors and senior executives. These are summarised below.

Board, Committees and Directors

On at least an annual basis, directors provide feedback in relation to the performance of the Board and its Committees.

The MD will also provide feedback from senior management in connection with any relevant issues. Feedback will be discussed by the Board, and consideration given as to whether any steps should be taken to improve performance. Where appropriate, assistance may be obtained from third party advisers.

MD and senior executives

The performance of the MD and senior executives is monitored against the Group's consolidated business plan and relevant divisional business plans throughout the year and a performance evaluation of all senior executives is undertaken annually with their respective manager and, in the case of the MD, the Board.

The performance of the MD is reviewed at the nonexecutive session of each Board meeting and then feedback is provided to the MD via the Chairman post the conclusion of the Board meeting.

The terms of the employment of SRG Global's senior executives are set out in an employment contract. The performance evaluation process is conducted having regard the expectations and responsibilities associated with the executive's role, as well as any relevant contractual provisions.

Performance evaluations took place during the reporting period in accordance with the processes described above.

Board Skills

SRG's directors cumulatively have a broad range of industry, financial and other skills and extensive experience and knowledge.

Set out below are the skills, experience and diversity of the directors in office as at the date of this Statement.

Board Skills Matrix

The following table sets out the current board skills matrix which measures quantitative and qualitative skills relevant to the nature of the Company and the industries in which it operates.

Any development opportunities are taken into account in the Company's professional development initiatives for the Board.

Skill & Description Board Skill & Description Board

Executive Leadership Experience

Evaluating the performance of senior management, overseeing strategic human capital planning, industrial relations, organisational change management programmes and sustainable success in business at a senior level.

Finance, Commerce & Accounting

Financial accounting and reporting, commercial accumen, internal financial controls and corporate finance.

Legal & Corporate Governance Experience in corporate governance principles, working in a legal and/or regulatory environment and/or dealing with legal and regulatory matters in an executive role in an organisation, and identifying key issues and developing appropriate policy parameters.

Health, Safety & Environment Workplace health and safety and environmental experience, implementing health safety and wellbeing strategies, proactive identification and prevention of health, safety and environmental risks.

Legend: Expert Extensive Sufficient Somewhat

8 SRG GLOBAL 2021 CORPORATE GOVERNANCE STATEMENT

Major Projects Contract negotiations, project management, projects involving large-scale outlays and projects with long-term investment horizons.

Capital Markets

Expertise in capital markets including commitment to sustainability initiatives, social responsibility, and investor engagement.

Risk Management & Compliance

Applying broad based risk management frameworks in various regulatory or business environment, identifying key risks to an organisation related to key areas of operations, monitoring risk and compliance.

Strategy

Identifying and critically assessing strategic opportunities and threats to the organisation and, developing and implementing successful strategies in context to an organisation's policies and business objectives.

Remuneration

Non-executive Director Remuneration

Non-executive Directors receive a fixed amount of fees for their services, determined having regard to:

  • The level of fees paid to non-executive directors of other comparable companies;
  • The size and complexity of SRG Global's operations; and
  • The responsibilities and work requirements of Board members.

Senior Executive Remuneration

The Board has adopted a policy that senior executive remuneration will:

  • Encourage executives to improve SRG Global's overall performance and to enhance shareholder value;
  • Motivate executives by providing the opportunity to be rewarded for the achievement of financial performance and safety outcomes;
  • Reward superior performance; and
  • Ensure remuneration is competitive by market standards.

The intention of the Board is to align executive reward to the performance of the Company. To achieve this, the "at risk" element is linked directly to achieving business results.

Under SRG Global's Securities Trading Policy (discussed in further detail below), senior executives are not permitted to hedge their exposure in respect of unvested equity-based rewards they receive as part of their remuneration.

Further information relating to the remuneration of the Non-executive Directors and senior executives is set out in the Remuneration Report included in the 2021 Annual Report, available on the Company's website.

Risk Identification & Management

Role of the Board

The Board is responsible for satisfying itself that a sound system of risk management exists and that internal controls are effective.

The Board has reaffirmed its position to not establish a separate risk committee at this time. While the Audit Committee's role extends to the identification and management of financial risk, the full Board retains responsibility for setting SRG's risk framework and

overseeing the identification and management of risk across the business as a whole.

The Board believes this is appropriate in SRG Global's circumstances having regard to the size of the Company and the Board. This will be reassessed in 12 months to determine whether this approach remains suitable.

In fulfilling its risk-related functions, the Board will monitor whether:

  • SRG Global's ongoing risk management program effectively identifies areas of potential risk;
  • Adequate policies and procedures have been designed and implemented to manage identified risks;
  • A regular program of audits is undertaken to test the adequacy of and compliance with prescribed policies; and
  • Proper remedial action is undertaken to redress areas of weakness.

In line with the ASX Principles and Recommendations, SRG Global's risk management framework will be reviewed annually by the Board.

Role of Management

Responsibility for the implementation of the risk management framework rests with the MD, who delegates responsibility for day-to-day risk management activities to the appropriate level of management within the Group.

Risk management and internal control processes that have been put in place by management include:

  • Annual budgeting and monthly reporting systems for all business units, which enable progress against the strategy and annual plan to be monitored, trends to be evaluated and variances to be acted upon;
  • Tendering and new business procedures and limits of authority;
  • Procedures relating to capital expenditure, asset and liability management;
  • Appropriate due diligence procedures for corporate acquisitions and disposals;
  • Safety, quality and environment policies;
  • Reports by the Chairman of the Audit Committee to the Board of the minutes of each meeting held by this committee;
  • A comprehensive Group-wide insurance program.

SRG does not currently have a dedicated internal audit function at this time, although it will re-assess whether it is appropriate to establish a dedicated function as the size and scale of the organisation increases.

In the absence of an internal audit function, the Board and management are both conscious of the need to evaluate and continually improve the effectiveness of SRG Global's risk management and internal control processes.

Enhancements to the existing risk management processes and internal control processes described above that have been approved by the Board (and which management is making progress towards implementing) include:

  • The development of a company-wide Risk Register process that will be used both as an effective tool in identifying and mitigating key risks to the business (which will build on the similar Critical Risk Process already in existence for OHSE);
  • Introduction of a standard on effective contract risk management; and
  • Targeted employee training covering the code of conduct and key contract risk areas.

The Executive Committee provides additional resources in order to ensure that the risks associated with its operational sites and domestic and international locations are effectively managed. The Committee focuses on key operational issues and the development of strategy for the Company. This Executive Committee meets monthly.

Business and Sustainability Risks

SRG Global's management of material risks and the systems SRG Global has in place to manage these risks include the following.

Occupational Health Safety and Environment

This risk is categorised as environmental, social and economic risk and is managed through the critical risk registry and the establishment of Zero Harm leadership team.

The loss of life, injury or impact on health to person or effect on the environment is not only a key risk but a core value of SRG Global to prevent these risks.

The establishment of critical risks registry, the national zero harm leadership team and clear company objectives and procedures to reduce the number of incidents, mitigate critical risks and take proactive measures to drive zero harm are all company initiatives that have been implemented to mitigate this risk.

Project Risk

This risk is categorised as environmental, social and economic risk and is managed through monthly project reporting and reviews, introduction and adherence to corporate governance policies and processes, a global insurance program, contracting standard, SRG Global's Code of Conduct and contract risk training.

A rigorous and structured approach to the selection, the execution and the close out of a project is critical to ensure its success.

Policies, processes and procedures assist to identify the risks from bid stage through contract negotiation and contract administration.

The assessment and evaluation of the risks includes, amongst other things, the right selection of project, client, partners, suppliers and people.

Ongoing assessment and if necessary, treatment of the risk involves tender reviews and monthly/quarterly reviews.

Financial Risk

This risk is categorised as economic risk and is managed through detailed budgeting and forecasting, monthly reporting systems, delegation of authority matrix with limits of authority and a global insurance program.

Financial risk including internal cost overruns, increasing debtors, external market conditions and the existence of legacy matters are all risks to the objectives of delivering sustainable returns for shareholders and securing growth.

Comprehensive budgeting, monthly reporting and authority matrix are some of the many risk management tools which ensure the highest level of due diligence in assessing and managing financial risk to SRG Global as a company.

Country Risk

This risk is categorised as social and economic risk and is managed through corporate services review of international operations and engagement of external (internationally experienced) advisors for audit, advice and assistance.

SRG Global has both the benefit and the risk of operating globally. With operations in other countries SRG Global must ensure both local regulatory and customary requirements are complied with.

SRG Global has sourced and engaged local experts, is conducting reviews and ensuring the management of risk is dealt with through a number of processes, policies, procedures, audits and other systems which serve to identify, evaluate and treat the risk.

Board Reviews

The Board reviews operational and key financial risks at regular Board meetings including presentations from the senior management.

Managing Director and CFO Declaration

The MD and the Chief Financial Officer ('CFO') provide a declaration to the Board that, in their opinion, SRG Global's financial records have been properly maintained and the financial reports comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of SRG, and that their opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

The MD and the CFO have provided this declaration to the Board for the year ended 30 June 2021.

Governance Policies

Code of Conduct

Continued maintenance of the highest standards of ethical conduct within the Company is a commitment of SRG Global.

Accordingly, the Board adopted a formal Code of Conduct which defines the professional standards of behaviour required in the conduct of the Company's affairs, and emphasises that its people are expected to comply with the law, act honestly and with integrity, not place themselves in situations which result in divided loyalties, use the Company's assets responsibly and be responsible and accountable for reporting and investigating unethical practices.

The Code is designed to ensure SRG Global strives towards its commitment to corporate responsibility and sustainable business practice and is built around SRG Global's core values.

SRG Global believes that it is not only what we achieve but how we achieve it that makes us who we are. An effective Code of Conduct is more than a document; it is a culture. In turn we expect that the values and principles of the Code of Conduct are more than a guideline or policy but a way of life both during and outside work hours. It is our people that make us who we are; our people create our reputation.

The Company's values are:

  • (Live for the challenge): we live to solve problems and have the courage to challenge the status quo and what's considered possible;
  • (Smarter together): individually, we're all pretty smart but when we pool our resources and work together as one, we're capable of taking on the world;
  • (Never give up): we're doers. We are resilient and relentlessly pursue excellence in everything we do. 100% accountability, zero excuses; and

• (Have each other's backs): we're stronger as one team. We look out for each other and keep each other out of harm's way.

SRG Global's Code of Conduct is available on its website at https://srgglobal.com.au/who-weare/corporate-governance/.

Diversity & Inclusion

SRG Global has established a Diversity and Inclusion Policy to actively facilitate a more diverse and representative management and leadership structure.

The gender diversity statistics for SRG Global for the reporting period can be found within the Workplace Gender Equality Report which is available on the Company's website.

The Board is aware that the nature of the industries that SRG Global operate in have traditionally attracted a significant higher number of men to woman in the workforce.

SRG Global's Diversity and Inclusion Policy and the most recent Workplace Gender Equality Report are available on the Company's website at https:// srgglobal.com.au/who-we-are/corporate-governance/.

Securities Trading Policy

SRG Global has a Securities Trading Policy that provides guidance on trading in company securities. Directors, Senior Executives and certain employees are restricted to times and circumstances in which they may buy or sell shares in the Company under the Policy.

Directors must advise the Company Secretary, who in turn advises ASX, of any transactions conducted by them in the Company's securities within five business days after the transaction occurring.

Margin lending arrangements by directors is prohibited under the Policy.

SRG Global's Securities Trading Policy is available on its website at https://srgglobal.com.au/who-weare/corporate-governance/.

Continuous Disclosure

SRG Global is committed to complying with its disclosure obligations under the Corporations Act and ASX Listing Rules to keep the market fully informed of information which may have a material effect on the price or value of SRG Global's securities.

Recognising the importance of these obligations, the Board adopted a Continuous Disclosure Policy to formalise the arrangements in place to ensure compliance with the obligations.

SRG Global's Continuous Disclosure Policy is available on its website at https://srgglobal.com.au/ who-we-are/corporate-governance/.

Whistleblower Policy

SRG Global is committed to conducting all of its business activities fairly, honestly with integrity, and in compliance with all applicable laws, rules and regulations. Its Board, management and employees are dedicated to high ethical standards and recognise and support the Company's commitment to compliance with these standards.

The Company has adopted a Whistleblower Policy to:

  • encourage and support people to feel confident to speak up safely and securely if they become aware of wrong-doing or illegal or improper conduct within the Company;
  • provide information and guidance on how to report such conduct, how reports will be handled and investigated in a timely manner and the support and protections available if a report is made;
  • set out the responsibilities of the Company and its management in upholding the Company's commitment to reporting any illegal, unethical or improper conduct; and
  • promote ethical behaviour and a culture of speaking up to deter wrong-doing.

SRG Global's Whistleblower Policy is available on the Company's website. Any material breaches of the Whistleblower Policy are reported to the Board or a committee of the Board.

Anti-Bribery and Corruption Policy

SRG Global is committed to conducting all of its business activities fairly, honestly with integrity, and in compliance with all applicable laws, rules and regulations. Its Board, management and employees are dedicated to high ethical standards and recognise and support SRG Global's commitment to compliance with these standards.

In particular, SRG Global is committed to preventing any form of corruption and bribery and to upholding all laws relevant to these issues, including the Anti-Corruption Legislation. In order to support this commitment, SRG Global has adopted a Anti-Bribery and Anti-Corruption Policy (ABC Policy) to ensure that it has effective procedures in place to prevent Corruption and Bribery.

SRG Global's ABC Policy is available on the SRG Global's website. Any material breaches of the ABC Policy are reported to the Board or a committee of the Board.

Modern Slavery Statement

SRG Global opposes the oppression and abuse of human rights, including the use of forced labour and slavery. SRG Global has prepared a modern slavery statement in accordance with the Commonwealth of Australia's Modern Slaver Act 2018 (Cth) and provides its full commitment to continuously review and implement steps to eradicate human rights abuses from all aspects of our supply chain.

SRG Global's Modern Slavery Statement is available on the Company's website.

Communications with shareholders

SRG Global's policy is to promote effective two-way communication with shareholders so that they are kept informed of all major developments affecting the state of affairs of SRG Global.

The processes that the Company has in place to communicate and engage with its shareholders, and to facilitate their participation at annual general meetings, are set out below.

Website

The Company's website, located at https://

srgglobal.com.au/ contains a range of information on the Company and its activities. This website is regularly reviewed and updated. The website provides information on significant developments, including in relation to key projects. Important information about SRG Global can be found under the section marked 'Who we are' / 'Corporate Governance' on its website.

The website also contains an 'Investor Relations' section for shareholders to view a live feed from the ASX and company announcements and view SRG Global's financial reports and presentations.

Annual Reporting

SRG Global's Annual Report is available on its website and contains important information about the Company's activities and results for the previous financial year.

Shareholders can elect to receive the Company's Annual Report as an electronic copy or in hard copy through the mail.

Company Announcements

All ASX announcements, including annual and half year financial results are available on the Company's website.

Annual General Meeting ('AGM')

The Company places the full text of all notices of meetings and explanatory material on its website. SRG Global encourages full participation of shareholders at its AGM each year. SRG Global ensures that all substantive resolutions at its AGM or other meeting of security holders are decided by a poll rather than by a show of hands.

BDO, SRG Global's external auditor, attends the AGM and is available to answer shareholder questions about the conduct of the audit and the preparation and content of the auditor's report. BDO also has a reasonable opportunity to answer written questions submitted by shareholders to the auditor as permitted under the Corporations Act.

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

SRG Global Limited

81 104 662 259 30 June 2021

ABN/ARBN Financial year ended:

Our corporate governance statement1 for the period above can be found at:2

☐ These pages of our annual report:

☒ This URL on our

website: https://www.srgglobal.com.au/who-we-are/corporate-governance/

The Corporate Governance Statement is accurate and up to date as at 24 August 2021 and has been approved by the board.

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

Date: 24 August 2021

Roger Lee

Company Secretary

See notes 4 and 5 below for further instructions on how to complete this form.

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

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

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

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

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

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

3 Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes "OR" at the end of the selection and you delete the other options, you can also, if you wish, delete the "OR" at the end of the selection.

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
PRINCIPLE 1 –LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should have and disclose a board charter settingout:(a)the respective roles and responsibilities of its board andmanagement; and(b)those matters expressly reserved to the board and thosedelegated to management. ☒and we have disclosed a copy of our board charterat:https://www.srgglobal.com.au/who-we-are/corporate-governance/
1.2 A listed entity should:(a)undertake appropriate checks before appointing a director orsenior executive or putting someone forward for election asa director; and(b)provide security holders with all material information in itspossession relevant to a decision on whether or not to elector re-elect a director. ☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
1.3 A listed entity should have a written agreement with each directorand senior executive setting out the terms of their appointment. ☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
1.4 The company secretary of a listed entity should be accountabledirectly to the board, through the chair, on all matters to do withthe proper functioning of the board. ☐set outin our Corporate GovernanceStatement OR☐weare an externally managed entity and this recommendationis therefore not applicable

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

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

Corporate Governance Council recommendation Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
1.5 A listed entity should:(a)have and disclose a diversity policy;(b)through its board or a committee of the boardsetmeasurable objectives for achieving gender diversity in thecomposition of its board, senior executives and workforcegenerally;and(c)disclose in relation to each reporting period:(1)the measurable objectives set forthat period toachievegender diversity;(2)the entity's progress towards achieving thoseobjectives;and(3)either:(A)the respective proportions of men and womenon the board, in senior executive positions andacross the whole workforce (including how theentity has defined "senior executive" for thesepurposes); or(B)if the entity is a "relevant employer" under theWorkplace Gender Equality Act, the entity'smost recent "Gender Equality Indicators", asdefined in and published under that Act.If the entity was in the S&P/ASX 300 Index at thecommencement of the reporting period, the measurable objectivefor achieving gender diversity in the composition of its boardshould be to have not less than 30% of its directors of eachgender within a specified period. ☒and we have disclosed a copy of our diversity policy at:https://www.srgglobal.com.au/who-we-are/corporate-governance/and we have disclosed the information referred to in paragraph (c)at:https://www.srgglobal.com.au/who-we-are/corporate-governance/
1.6 A listed entity should:(a)have and disclose a process for periodically evaluating theperformance of the board, its committees and individualdirectors; and(b)disclosefor each reporting period whether aperformanceevaluation has been undertakenin accordance with thatprocessduring or in respect of that period. ☒and we have disclosed the evaluationprocess referred to inparagraph (a) and (b) in our Corporate Governance Statement.
Corporate Governance Council recommendation Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
1.7 (a)(b) A listed entity should:have and disclose a process for evaluating the performanceof its senior executivesat least once every reporting period;anddisclosefor each reporting period whether a performanceevaluation has been undertakenin accordance with thatprocessduring or in respect of that period. ☒and we have disclosed the evaluationprocess referred to inparagraph (a) and (b) in our Corporate Governance Statement.
Corporate Governance Council recommendation Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1 The board of a listed entity should:(a)have a nomination committee which:(1)has at least three members, a majority of whom areindependent 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 numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; or(b)if it does not have a nomination committee, disclose thatfact and the processes it employs to address boardsuccession issues and to ensure that the board has theappropriate balance of skills, knowledge, experience,independence and diversity to enable it to discharge itsduties and responsibilities effectively. ☒[the entity complies with paragraph (a) (2) –(5) and (b)]… the fact that we do not have a nomination committee inaccordance with paragraph (a) (1) and the processes we employ toaddress board succession issues and to ensure that the board hasthe appropriate balance of skills, knowledge, experience,independence and diversity to enable it to discharge its duties andresponsibilities effectivelyand we have disclosed a copy of thecharter of the committee at:https://www.srgglobal.com.au/who-we-are/corporate-governance/and the information referred to in paragraphs (4) and (5) in ourCorporate Governance Statement.
2.2 A listed entity should have and disclose a board skills matrixsetting out the mix of skills that the board currently has or islooking to achieve in its membership. ☒and we have disclosed our boardskills matrix in our CorporateGovernance Statement.
2.3 A listed entity should disclose:(a)the names of the directors considered by the board to beindependent directors;(b)if a director has an interest, position, affiliation orrelationship of the type described in Box2.3 but the boardis of the opinion that it does not compromise theindependence of the director, the nature of the interest,positionor relationship in question and an explanation ofwhy the board is of that opinion; and(c)the length of service of each director. ☒and we have disclosed the names ofthe directors considered by theboard to be independentdirectors in our Corporate GovernanceStatementand, where applicable, the information referred to in paragraph (b) inour Corporate Governance Statementand the length of service of each director inour CorporateGovernance Statement. ☐set outin our Corporate Governance Statement
2.4 A majority of the board of a listed entity should be independentdirectors.
Corporate Governance Council recommendation Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
2.5 The chair of the board of a listed entity should be anindependent director and, in particular, should not be the sameperson as the CEO of the entity.
2.6 A listed entity should have a program for inducting newdirectors and for periodically reviewing whether there is a needfor existing directors to undertake professional development tomaintain the skills and knowledge needed to perform their roleas directors effectively.
PRINCIPLE 3 – INSTIL A CULTUREOF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1 A listed entity should articulate and disclose its values. ☒and we have disclosed our values in our Corporate GovernanceStatement.
3.2 A listed entity should:(a)have and disclose a code of conduct for its directors,senior executives and employees; and(b)ensure that the boardor a committee of the boardisinformed ofany material breachesofthat code. ☒and we have disclosed our codeof conduct in our CorporateGovernance Statement.
3.3 A listed entity should:(a)have and disclose a whistleblower policy; and(b)ensure that the board or a committee of the board isinformed of any material incidents reported under thatpolicy. ☒and we have disclosed our whistleblower policy in our CorporateGovernance Statement.
3.4 A listed entity should:(a)have and disclose an anti-bribery and corruption policy;and(b)ensure that the board or committee of theboard isinformed of any material breaches of that policy. ☒and we have disclosed our anti-bribery and corruption policy in ourCorporate Governance Statement.
Corporate Governance Council recommendation Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1 The board of a listed entity should:(a)have an audit committee which:(1)has at least three members, all of whom are nonexecutive directors and a majority of whom areindependent directors; and(2)is chaired by an independent director, who is notthe chair of the board,and disclose:(3)the charter of the committee;(4)the relevant qualifications and experience of themembers of the committee; and(5)in relation to each reporting period, the number oftimes the committee met throughout the period andthe individual attendances of the members at thosemeetings; or(b)if it does not have an audit committee, disclose that factand the processes it employs that independently verifyand safeguard the integrity of its corporate reporting,including the processes for the appointment and removalof the external auditor and the rotation of the auditengagement partner. ☒[The entity complies with paragraph (a) (2) –(5) and (b)]… the fact that we do not have anaudit committee in accordancewith paragraph (a) (1) and the processes we employ thatindependently verify and safeguard the integrity of its corporatereporting, including the processes for the appointment and removalof the external auditor and the rotation of the audit engagementpartnerand we have disclosed a copy of the charter of thecommittee at:https://www.srgglobal.com.au/who-we-are/corporate-governance/and the information referred to in paragraphs (4) and (5) in ourCorporate Governance Statement
4.2 The board of a listed entity should, before it approves theentity's financial statements for a financial period, receive fromits CEO and CFO a declaration that, in their opinion, thefinancial records of the entity have been properly maintainedand that the financial statements comply with the appropriateaccounting standards and give a true and fair view of thefinancial position and performanceof the entity and that theopinion has been formed on the basis of a sound system of riskmanagement and internal control which is operating effectively. ☐set outin our Corporate Governance Statement
4.3 A listed entity should disclose its process to verify the integrityof anyperiodiccorporate report it releases to the marketthat isnot audited or reviewed by an external auditor.
Corporate Governance Council recommendation Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity shouldhave and disclose a written policy forcomplying with its continuous disclosure obligations underlisting rule3.1. https://www.srgglobal.com.au/who-we-are/corporate-governance/
5.2 A listed entity should ensure that its board receives copies of allmaterial market announcements promptly after they have beenmade.
5.3 A listed entity that gives anewand substantiveinvestor oranalyst presentation should release a copy of the presentationmaterials on the ASX Market Announcements Platform aheadof the presentation.
PRINCIPLE 6 –RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about itself and itsgovernance to investors via its website. ☒and we have disclosed information about us and our governance onour website at:https://www.srgglobal.com.au/who-we-are/corporate-governance/
6.2 A listed entity should have an investor relations program thatfacilitates effective two-way communication with investors.
6.3 A listed entity should disclose how it facilitatesand encouragesparticipation at meetings of security holders. ☒and we have disclosed how we facilitate and encourage participationat meetings of security holdersin our Corporate GovernanceStatement.
6.4 A listed entity should ensure that all substantive resolutions at ameeting of security holders are decided by a poll rather than bya show of hands.
6.5 A listed entity should give security holders the option to receivecommunications from, and send communications to, the entityand its security registry electronically.
Corporate Governance Council recommendation Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
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 ofwhich:(1)has at least three members, a majority of whom areindependent 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 numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; or(b)if it does not have a risk committee or committees thatsatisfy (a) above, disclose that fact and the processes it ☒andwe have disclosedthe fact that we do not have a risk committeeor committees that satisfy (a) and the processes we employ foroverseeing our risk management framework in our CorporateGovernance Statement
7.2 employs for overseeing the entity's risk managementframework.The board or a committee of the board should:(a)review the entity's risk management framework at leastannually to satisfy itself that it continues to be sound and ☒and we have disclosed whethera review of the entity's riskmanagement framework was undertaken during the reporting period
that the entity is operating with due regard tothe riskappetite set by the board; and(b)disclose, in relation to each reporting period, whethersuch a review has taken place. in our Corporate Governance Statement
7.3 A listed entity should disclose:(a)if it has an internal audit function, how the function isstructured and what role it performs; or(b)if it does not have an internal audit function, that fact andthe processes it employs for evaluating and continuallyimproving the effectiveness of its governance, riskmanagement and internal control processes. and we have disclosed the fact that we do not have an internal auditfunction and the processes we employ for evaluating and continuallyimproving the effectivenessof our risk management and internalcontrol processes in our Corporate Governance Statement.
Corporate Governance Council recommendation Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
7.4 A listed entity should disclose whether it has any materialexposure to environmental or social risks and, if it does, how itmanages or intends to manage those risks. ☒and we have disclosed whether we have any material exposure toenvironmental and social risks, and, if we do, how we manage orintend to manage those risks in our Corporate GovernanceStatement.
Corporate Governance Council recommendation Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1 The board of a listed entity should:(a)have a remuneration committee which:(1)has at least three members, a majority of whom areindependent 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 numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; or(b)if it does not have a remuneration committee, disclosethat fact and the processes it employs for setting the leveland composition of remuneration for directors and seniorexecutives and ensuring that such remuneration isappropriate and not excessive. ☒[the entity complies with paragraph (a) (2) –(5) and (b)]… the fact that the remuneration committeehastwo independentdirectors and employs the processes under it's Remuneration,Nomination and Benefits Committee Charter to enable it toremuneratefairly and responsibly and discharge its duties andresponsibilities effectivelyand we have disclosed a copy of the charter of the committee at:https://www.srgglobal.com.au/who-we-are/corporate-governance/and the information referred to in paragraphs (4) and (5) in ourCorporate Governance Statement.
8.2 A listed entity should separately disclose its policies andpractices regarding the remuneration of non-executive directorsand the remuneration of executive directors and other seniorexecutives. ☒and we have disclosed separately our remuneration policies andpractices regarding the remuneration of non-executive directors andthe remuneration of executive directors and other senior executivesin our Corporate Governance Statement.
8.3 A listed entity which has an equity-based remuneration schemeshould:(a)have a policy on whether participants are permitted toenter into transactions (whether through the use ofderivatives or otherwise) which limit the economic risk ofparticipating in the scheme; and(b)disclose that policy or a summary of it. ☒and we have disclosed our policy on thisissue or a summary of it inour Corporate Governance Statement.
Corporate Governance Council recommendation Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1 Alisted entity with a director who does not speak the languagein which board or security holder meetings are held or keycorporate documents are written should disclose the processesit has in place to ensure the director understands and cancontribute tothe discussions at those meetings andunderstands and can discharge their obligations in relation tothose documents. ☒we do not have a director in this position and thisrecommendation is therefore not applicableOR
9.2 A listed entity established outside Australia should ensure thatmeetings of security holders are held at a reasonable place andtime. ☒we are established in Australia and this recommendation istherefore not applicableOR
9.3 A listed entity established outside Australia, and an externallymanaged listed entity that has an AGM,should ensure that itsexternal auditor attends its AGM and is available to answerquestions from security holders relevant to the audit. ☒we are established in Australia andnot an externally managedlisted entityandthis recommendation is therefore notapplicable
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
- Alternative to Recommendation1.1 for externally managedlisted entities:The responsible entity of an externally managed listed entityshould disclose:(a)the arrangements between the responsible entity and thelisted entity for managing the affairs of the listed entity;and(b)the role and responsibility of the board of the responsibleentity for overseeing those arrangements. Not applicable
- Alternative to Recommendations8.1, 8.2 and 8.3 for externallymanaged listed entities:An externally managed listed entity should clearly disclose theterms governing the remuneration of the manager. Not applicable