SSH GROUP LTD — Governance Information 2024

Aug 28, 2024

Corporate Governance Statement

SSH Group Limited - Corporate Governance Statement

ASX Corporate Governance Council's (CGC) Corporate Governance Principles and Recommendations (P&R) – 4th edition

For the year ended 30 June 2024 and approved by the Board

The Company is committed to high standards of corporate governance designed to enable the Company to meet its performance objectives and better manager its risks.

The Company has adopted a comprehensive governance framework in the form of a formal corporate governance charter together with associated policies, protocols and related instruments.

A full copy of the Company's corporate governance charter and associated policies, protocols and related instruments is available on the Company's website under its "Corporate Governance" heading: https://sshgroup.com.au/corporate-governance/

The Company intends to follow the ASX CGC P&R in all respects other than as specifically provided below.

In particular, each of the recommendations of the ASX CGC P&R which will not be followed by the Company and the reasons why they respectively will not be followed, are set out below. The independent Director of the Company is Mr Bruce Lane. When determining the independent status of a Director the Board used the Guidelines detailed in the ASX Corporate Governance Council's Principles of Good Corporate Governance and Best Practice Recommendations.

Recommendation		Current Practice
1.1	A listed entity should have and disclose a BoardCharter setting out:	See Board Charter in the corporate governance sectionof the Company's website.
	a.The respective roles and responsibilities of itsboard and management; and	Satisfied. The functions reserved for the Board anddelegated to senior executives have been established
	b.Those matters expressly reserved to theboard and those delegated to management.	and are further disclosed in the Annual Report.
1.2	A listed entity should:a.Undertake appropriate checks beforeappointing a director or senior executive, orputting forward to security holders acandidate for election, as a director; andb.Provide security holders with all material	Satisfied. Appropriate checks have been undertakenand material information provided to security holderswith regards to election of Directors.
	information in its possession relevant to adecision on whether or not to elect or reelect a director
1.3	A listed entity should have a written agreementwith each director and senior executive settingout the terms of their appointment.	Satisfied. Agreements are in place.
1.4	The company secretary of a listed entity shouldbe accountable directly to the board, through thechair, on all matters to do with properfunctioning of the board.	Satisfied. This practice is in place as documented in theBoard Charter in the corporate governance section ofthe Company's website.
1.5	A listed entity should:a.Have and disclose a diversity policy;	Satisfied,seeDiversityPolicyinthecorporategovernance section of the Company's website.
	b.Through its board or a committee of theboard, set measurable objectives forachieving gender diversity in the composition	Not satisfied. To drive diversity and inclusion within theCompany, the Board has set the following objectives: Toincrease the percentage of women in the business andmore specifically, in leadership roles, and actively

	c.	of the board, senior executives andworkforce generally;Disclose in relation to each reporting period1.The measurable objectives set forthat period to achieve genderdiversity;2.The entity's progress towardsachieving these objectives; and	promote a culture that values diversity, inclusion andflexibility.
		3.The respective proportions of menand women on the board, in seniorexecutive positions and across thewhole workforce.	No Board members are women. The Company's ChiefFinancialOfficer(CFO)and33%oftheSeniorManagement team are females, with a total of 93females employed across the workforce.
1.6	a.	A listed entity should:Have and disclose a process forperiodically evaluating the performanceof the board, its committees andindividual directors; and	Satisfied, see process in corporate governance policies.
	b.	Disclose whether performanceevaluations were undertaken inaccordance with that process for eachreporting period.	Not satisfied. No formal evaluations have beenundertaken in the reporting period.
1.7	a.	A listed entity should:Have and disclose a process forevaluating the performance of seniormanagement at least once everyreporting period; and	Satisfied, see process in corporate governance policies.
	b.	Disclose whether performanceevaluations were undertaken inaccordance with the process.	Satisfied. Evaluations have been undertaken in thereporting period.
2.1	A listed entity should have a nominationcommittee which:-Consists of at least 3 members, a majority ofwhom are independent directors;-Is chaired by an independent director;		Not satisfied. Due to the relatively small size of theCompany the Board has not established a nominationcommittee as the role of the committee will beundertaken by the full Board.
	And disclose:--	The charter of the committee;The members of the committee	The Company's Nomination Committee Charter isavailable in the corporate government section of theCompany's website.
	-	The number of times the committee met andindividual attendance at those meetings	The committee did not meet during the period.
		If it does not have a nomination committeedisclose that fact and the process it follows toaddress that role.	Satisfied.
2.2		A listed entity should have and disclose a boardskills matrix setting out the skills that the boardcurrently has or is looking to achieve.	The skills of each Director are outlined in Schedule 1 tothis document.
2.3	-	A listed entity should disclose:The names of the directors considered by theboard to be independent directors andlength of service.	Currently Non-Executive Chairman Bruce Lane isconsidered to be an independent Director as defined inASX Guidelines.

2.4	-If a director has an interest / association /relationship that meets the factors ofassessing independence.-The length of service of each director.A majority of the board should be independentdirectors.	Length of Service as at August 2024:-Bruce Lane: Appointed 8 December 2020 (3 years,10 months)-Daniel Cowley-Cooper: Appointed 9 September2021 (3 years, 1 month)-Stefan Finney: Appointed 9 September 2021 (3years, 1 month)Not satisfied. Bruce Lane is considered an independentDirector as defined by ASX Guidelines. Due to the sizeof the Company and Board, the Company considers thestructure of the Board to be appropriate to manage thelevel of activity of the Company at the current stage. Asthe Company develops it will aim to identify andappointfurtherindependentdirectorsatthe
2.5	The chair should be an independent director.	appropriate time.Satisfied.BruceLaneisconsideredtobeanindependent Director / Chairman as defined by ASXGuidelines.
	The roles of Chair and Chief Executive Officershould not be exercised by the same individual.	Satisfied.
2.6	A listed entity should have a program forinducting new directors and for periodicallyreviewing whether there is a need for existingdirectors to undertake professional developmentto maintain the skills and knowledge needed toperform their roles as directors effectively.	The Company will provide induction material for anynew directors and, depending on specific requirements,will provide appropriate professional developmentopportunities for Directors.
3.1	A listed entity should articulate and disclose itsStatement of Values.	Satisfied.The Statement of Values is available on the Company'swebsite in the Corporate Governance section.
3.2	A listed entity should:-Have and disclose a code of conduct for itsdirectors, senior executives and employees;and-ensure that the Board is informed of anymaterial breaches of that code.	Satisfied.The Code of Conduct is available on the Company'swebsite in the Corporate Governance section.
3.3	A listed entity should:-have and disclose a Whistleblower Policy;and-ensure that the Board is informed of anymaterial breaches of that policy.	Satisfied.The Whistleblower Policy is available on the Company'swebsite in the Corporate Governance section.
3.4	A listed entity should:-have and disclose an Anti-Bribery andCorruption Policy; and-ensure that the Board is informed of anymaterial breaches of that policy.	Satisfied.The Anti-Bribery and Corruption Policy is available onthe Company's website in the Corporate Governancesection.
4.1	The board of a listed entity should have anaudit committee which:-Has at least three members all of whom arenon-executive directors and a majority ofwhom are independent directors; and	Satisfied. The Board has established a separate AuditCommittee comprised of three members. The AuditCommittee is comprised of Directors Bruce Lane andStefan Finney, with CFO Anna Lane also a member.
	-Is chaired by an independent chair, who isnot chair of the board.	The Audit Committee is chaired by independentDirector Bruce Lane.

Disclose:

• The charter of the committee;
• The relevant member qualifications and experience;
• The number of times the committee met and individual attendance at those meetings

If it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.

The Audit and Risk Committee Charter is available on the Company's website in the Corporate Governance Section.

The relevant member qualifications for each member are reported in the Annual Report.

The Audit Committee met twice during the period. Both meetings were attended by all Audit Committee members being Bruce Lane (Chairman), Stefan Finney and Anna Lane.

The Company has established procedures for the selection, appointment and rotation of its external auditor. The Board was responsible for the initial appointment of the external auditor and continues to be responsible for the appointment of a new external auditor when the vacancy arises. Candidates for the position must demonstrate complete independence from the Company through the engagement period. The Board may otherwise select an external auditor based on criteria relevant to the Company's business and circumstances.

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 accountingstandards and give a true and fair view of thefinancial position and performance of the entityand that the opinion has been formed on thebasis of a sound system of risk management andinternal control which is operating effectively.	Satisfied.
4.3	A listed entity should disclose its process to verifythe integrity of any periodic corporate report itreleases to the market that is notaudited/reviewed by an external auditor	Satisfied. As outlined in the Continuous DisclosurePolicy available on the Company's website in theCorporate Governance Section.
5.1	A listed entity should have and disclose a writtenpolicy for complying with its continuousdisclosure obligations under listing rule 3.1.	Satisfied. Continuous Disclosure Policy is available onthe Company's website in the Corporate GovernanceSection.
5.2	A listed entity should:ensure that its board receives copies of allmaterial market announcements promptly afterthey have been made.	Satisfied. As outlined in the Continuous DisclosurePolicy available on the Company's website in theCorporate Governance Section.
5.3	A listed entity that gives a new and substantiveinvestor or analyst presentation should release acopy of the presentation materials on the ASXmarket announcement platform ahead of thepresentation.	Satisfied. As outlined in the Continuous DisclosurePolicy available on the Company's website in theCorporate Governance Section.
6.1	A listed entity should provide information aboutitself and its governance to investors via itswebsite.	Satisfied. See the Company's website including theCorporate Governance Section.

6.2	A listed entity should design and implement an	Satisfied. See the Shareholders Communication Policy
	investor relations program to facilitate effective	ontheCompany'swebsiteintheCorporate
	two-way communication with investors.	Governance Section.
6.3	A listed entity should disclose the policies andprocesses it has in place to facilitate and	Satisfied. See the Shareholders Communication PolicyontheCompany'swebsiteintheCorporate
	encourage participation at meetings of security	Governance Section.
	holders.
6.4	A listed entity should ensure that all substantive	Satisfied.
	resolutions at a meeting of security holders are
	decided by poll rather than by a show of hands.
6.5	A listed entity should give security holders the	Satisfied. A welcome pack to investors is sent out upon
	option to receive communications from, and send	first entering the members' register. Also refer to the
	communication to, the entity and its security	Shareholder Communication page of the Company's
	registry electronically.	website (via Investor Centre) and the Shareholders
		Communication Policy in the Corporate Governance
		Section.
7.1	The board of a listed entity should have a	The Board has not established a separate risk
	committee to oversee risk, which:	committee as the role of the committee is undertaken
	-Has at least three members, a majority of	by the full Board. The Company has an established RiskManagement and Internal Compliance and Control
	whom are independent directors; and-Is chaired by an independent director,	Policy (Risk Management Policy) for the oversight and
		management of material business risks. Under the Risk
		Management Policy, the Board is responsible for
		approving the Company's procedures on risk oversight
		and management and satisfying itself that management
		has developed and implemented a sound system of risk
		management and internal control. The Company's Risk
		Management Policy is available on the Company's
		website in the Corporate Governance Section.
	Disclose:
	-The charter of the committee;
	-The members of the committee; and
	-The number of times the committee met and	Two meeting of the Audit and Risk Committee were
	individual attendance at those meetings	held.
		Satisfied.
	If it does not have a risk committee, disclose that
	fact and the processes it employs for overseeing
	the entity's risk management framework.
7.2	The board or a committee of the board should:-Review the entity's risk management	TheBoardcommencedareviewoftheRiskManagement Framework within the reporting period.
	framework at least annually to satisfy itself
	that it continues to be sound; and that the
	entity is operating with due regard for the
	risk appetite set by the board;
	-Disclose whether such a review has taken
	place.
7.3	A listed entity should disclose:
	-If has an internal audit function, how the	Not satisfied. The entity does not have an internal audit
	function is structured and what role it	function. The function is undertaken by the Board.
	performs;
	-If it does not have an internal audit function,	TheCompany'sRiskManagementandInternal
	disclose that fact and the process it employs	Compliance and Control Policy is available on the
	for evaluating and continually improving the	Company's website in the Corporate Governance
		Section.

	effectiveness of its governance, riskmanagement and internal control processes.
7.4	The entity should disclose whether it has anymaterial exposure to economic, environmentaland social sustainability risks, and if it does, howit manages those risks.	Satisfied. The business sustainability risks have beenidentifiedintheBusinessRisks sectionoftheCompany's Annual Report.
8.1	The board of a listed entity should:-have a remuneration committee which hasat least three members a majority of whomare independent directors; and-Is chaired by an independent director; and	Not satisfied. Due to the relatively small size of theCompanytheBoardhasnotestablishedaRemuneration Committee as the role of the committeewill be undertaken by the full Board. The Company hasa formal Remuneration Policy but due to its size andlimited resources, this policy is not being implemented.The level and composition of remuneration forDirectors and senior executives is readily determined bywhat would normally be paid to incumbents in similarsized companies.
	Disclose:
	-The charter of the committee;	The Remuneration Committee Charter is available onthe Company's website in the Corporate GovernanceSection.
	-The members of the committee; and
	-The number of times the committee met andindividual attendance at those meetings	The Remuneration Committee did not meet during theperiod.
	If it does not have a remuneration committeedisclose that fact and the process it follows toaddress that role.	Satisfied.
8.2	A listed entity should separately disclose itspolicies and practices regarding the remunerationof non-executive directors and the remunerationof executive directors and other seniorexecutives.	Satisfied. The structure of Directors' remuneration isdisclosed in the remuneration report section of theAnnual Report.
8.3	A listed entity which has an equity-basedremuneration scheme should:-Have a policy on whether participants arepermitted to enter into transactions whichlimit the economic risk of participating in thescheme;-Disclose that policy or a summary of it.	The Company's SSH Employee Securities Incentive Plan(Incentive Plan), was approved by shareholders at the2023 Annual General Meeting.The Company's Securities Trading Policy (TradingPolicy), available in the Corporate Governance sectionof the Company's website, prohibits Directors, officersand employees from entering into transactions orarrangements which operate to limit the economic riskof their security holding in the Company without firstseeking and obtaining written acknowledgement fromthe Clearance Office (as defined in the Trading Policy).

Further information about the Company's corporate governance practices is set out on the Company's website at https://sshgroup.com.au/corporate-governance/.

Schedule 1 – Board Skills Matrix

Legend F: Familiar C: Competent E: Expert

Name	Bruce Lane	Daniel CowleyCooper	Stefan Finney
Title	Non-ExecutiveChairman	ManagingDirector	ExecutiveDirector
Independent	Y	N	N
Gender	M	M	M
Experience
Corporate leadership	E	C	C
International experience	E	F	F
Industry & sector experience	F	E	E
Board experience	E	C	C
Capital projects	C	C	C
Knowledge and skills
Strategy Development	E	E	E
Finance & Accounting	C	C	C
Legal & Regulatory	C	C	C
Digital & Information Technology	C	C	C
Human Resources & People	F	E	E
Public Relations, Marketing & Communications	E	C	C
Risk & Compliance	E	C	C
Capital Markets	E	C	F
Stakeholder engagement	E	E	E
Environmental & Climate	C	F	F
Social & Sustainability	C	F	F
Governance & Policy	C	C	C

Corporate Governance Statement 29/08/2024

Name	Bruce Lane	Daniel CowleyCooper	Stefan Finney
Governance Competencies
Director (medium organisation 10 - 99 employees)	F	E	E
Director (large organisation 100+ employees)	F	E	E
Financial literacy	C	C	C
Strategic thinking	E	E	E
Executive performance management	C	C	C
Risk management and mitigation	E	E	E
Compliance focus	E	E	E
Profile / reputation	C	E	E
Behavioural Competencies
Team player / collaborative	E	E	E
Ability and willingness to challenge and probe	E	E	E
Common sense and sound judgement	E	E	E
Integrity and high ethical standards	E	E	E
Mentoring abilities	E	C	C
Interpersonal relations	E	E	E
Listening skills	E	E	E
Verbal communication skills	E	E	E
Understanding of effective decision-making process	E	E	E
Willingness and ability to devote time and energy to the role	E	E	E