SSH GROUP LTD — Regulatory Filings 2022

Aug 29, 2022

Appendix 4G

2021 - 2022

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

SSH GROUP LTD
ABN/ARBN			Financial year ended:
79 140 110 130			30 June 2022
	Our corporate governance statement1	for the period above can be found at:2
☐	These pages of ourannual report:
☒	This URL on ourwebsite:	https://sshgroup.com.au/corporate-governance/

The Corporate Governance Statement is accurate and up to date as at 30 August 2022 and has been approved by the board.

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

Date: 30 August 2022

Name of authorised officer authorising lodgement: Matthew Foy

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, we have followed the recommendationin full for the whole of the period above. We have disclosed this in ourCorporate 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:
	PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should have and disclose a board charter setting out:(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 these matters in the Board charter in theCorporate Governance Statement at:www.sshgroup.com.au/about/corporate-governance/	set out in our Corporate Governance Statement OR☐we are an externally managed entity and this recommendation is☐therefore not applicable
1.2	A listed entity should:(a)undertake appropriate checks before appointing a director orsenior executive or putting someone forward for election as adirector; and(b)provide security holders with all material information in itspossession relevant to a decision on whether or not to elect orre-elect a director.	☒ and we have disclosed this process in Clause 1 in the Procedures forSelection and Appointment of Directors at:www.sshgroup.com.au/about/corporate-governance/	set out in our Corporate Governance Statement OR☐we are an externally managed entity and this recommendation is☐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.	☒ and we have disclosed this requirement in clause 1 in theProcedures for Selection and Appointment of Directors the CorporateGovernance Statement at:www.sshgroup.com.au/about/corporate-governance/	set out in our Corporate Governance Statement OR☐we are an externally managed entity and this recommendation is☐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 with theproper functioning of the board.	☒ and we have disclosed this requirement in clause 1.5 in the BoardCharter in the Corporate Governance Statement at:www.sshgroup.com.au/about/corporate-governance/	set out in our Corporate Governance Statement OR☐we are an externally managed entity and this recommendation is☐therefore not applicable
1.5	A listed entity should:(a) have and disclose a diversity policy;(b) through its board or a committee of the board set measurableobjectives for achieving gender diversity in the composition ofits board, senior executives, and workforce generally; and(c) disclose in relation to each reporting period:(1) the measurable objectives set for that period to achievegender diversity;(2) the entity's progress towards achieving those objectives; andeither:(A) the respective proportions of men and women on the board, insenior executive positions and across the whole; or(B) if the entity is a "relevant employer" under the WorkplaceGender Equality Act, the entity's most recent "Gender EqualityIndicators", as defined in and published under that Act.If the entity was in the S&P / ASX 300 Index at the commencementof the reporting period, the measurable objective for achievinggender diversity in the composition of its board should be to havenot less than 30% of its directors of each gender within a specifiedperiod.	☐	set out in our Corporate Governance Statement☒and we have disclosed a copy of our diversity policy in the CorporateGovernance Policies manual located at:www.sshgroup.com.au/about/corporate-governance/ and we havedisclosed the information referred to in paragraphs (b) & (c) in thecorporate governance statement attached to this Appendix 4G in clause1.5.

	Corporate Governance Council recommendation	Where a box below is ticked, we have followed the recommendationin full for the whole of the period above. We have disclosed this in ourCorporate 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:
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)disclose for each reporting period whether a performanceevaluation has been undertaken in accordance with thatprocess during or in respect of that period.	☐ We have disclosed the evaluation process referred to in paragraph(a) at clause 1.1 of the Performance Evaluation Practices manuallocated: www.sshgroup.com.au/about/corporate-governance/and whether a performance evaluation was undertaken for thereporting period in accordance with that process is set out in thecorporate governance statement attached to this Appendix 4G inclause 1.6.	set out in our Corporate Governance Statement OR☒we are an externally managed entity and this recommendation is☐therefore not applicable
1.7	A listed entity should:(a)have and disclose a process for evaluating the performance ofits senior executives at least once every reporting period; and(b)disclose for each reporting period whether a performanceevaluation has been undertaken in accordance with thatprocess during or in respect of that period.	☐ and we have disclosed the evaluation process referred to inparagraph (a) at clause 1.5 of the Performance Evaluation Practicesmanual located: www.sshgroup.com.au/about/corporate-governance/and whether a performance evaluation was undertaken for thereporting period in accordance with that process is set out in thecorporate governance statement attached to this Appendix 4G inclause 1.7.	set out in our Corporate Governance Statement☒
	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 number of times thecommittee met throughout the period and the individualattendances of the members at those meetings; or(b) if it does not have a nomination committee, disclose that fact andthe processes it employs to address board succession issues andto ensure that the board has the appropriate balance of skills,knowledge, experience, independence and diversity to enable itto discharge its duties and responsibilities effectively.	☐ and we have disclosed a copy of the Nomination Committee charterin the Corporate Governance Policies Manual located:www.sshgroup.com.au/about/corporate-governance/and the information referred to in paragraphs (4) and (5) in theCorporate Governance Statement attached to this Appendix 4G.	set out in our Corporate Governance Statement attached to this☒Appendix 4G.
2.2	A listed entity should have and disclose a board skills matrix settingout the mix of skills that the board currently has or is looking toachieve in its membership.	☒and we have disclosed our board skills matrix at in the CorporateGovernance Statement attached to this Appendix 4G.	set out in our Corporate Governance Statement OR☐we are an externally managed entity and this recommendation is☐therefore not applicable
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 or relationshipof the type described in Box 2.3 but the board is of the opinionthat it does not compromise the independence of the director,the nature of the interest, position or relationship in questionand an explanation of why the board is of that opinion; and(c)the length of service of each director.	☒ and we have disclosed the names of the directors considered by theboard to be independent directors in the Corporate GovernanceStatement attached to this Appendix 4Gand, where applicable, the information referred to in paragraph (b) inthe Corporate Governance Statement attached to this Appendix 4G.The length of service of each director is set out in the CorporateGovernance Statement attached to this Appendix 4G.	set out in our Corporate Governance Statement☐
2.4	A majority of the board of a listed entity should be independentdirectors.	☐ This information is disclosed in the Corporate GovernanceStatement attached to this Appendix 4G.	set out in our Corporate Governance Statement☒

	Corporate Governance Council recommendation	Where a box below is ticked, we have followed the recommendationWhere a box below is ticked, we have NOT followed thein full for the whole of the period above. We have disclosed this in ourrecommendation in full for the whole of the period above. OurCorporate Governance Statement:reasons for not doing so are:
2.5	The chair of the board of a listed entity should be an independentdirector and, in particular, should not be the same person as the CEOof the entity.	☒ This information is disclosed in the Corporate GovernanceStatement attached to this Appendix 4G.	set out in our Corporate Governance Statement OR☐we are an externally managed entity and this recommendation is☐therefore not applicable
2.6	A listed entity should have a program for inducting new directors andfor periodically reviewing whether there is a need for existingdirectors to undertake professional development to maintain theskills and knowledge needed to perform their role as directorseffectively.	☒ This information is disclosed in the Procedures for Selection andAppointment of Directors document located at:www.sshgroup.com.au/about/corporate-governance/	set out in our Corporate Governance Statement OR☐we are an externally managed entity and this recommendation is☐therefore not applicable
	PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1	A listed entity should articulate and disclose its values.	☒ and we have disclosed these values in the Statement of Valuesdocument located at:www.sshgroup.com.au/about/corporate-governance/	set out in our Corporate Governance Statement☐
3.2	A listed entity should:(a)have and disclose a code of conduct for its directors, seniorexecutives and employees; and(b)ensure that the board or a committee of the board is informedof any material breaches of that code.	☒ and we have disclosed our Code of Conduct in the CorporateGovernance Policies located at:www.sshgroup.com.au/about/corporate-governance/	set out in our Corporate Governance 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 is informedof any material incidents reported under that policy.	☒ and we have disclosed our values in the Whistleblower policydocument located at: www.sshgroup.com.au/about/corporategovernance/	set out in our Corporate Governance 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 the board is informed ofany material breaches of that policy.	☒and we have disclosed our anti-bribery and corruption policydocument located at:www.sshgroup.com.au/about/corporate-governance/	set out in our Corporate Governance Statement☐
	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 not thechair 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 of timesthe committee met throughout the period and theindividual attendances of the members at thosemeetings; or	☐	set out in the Corporate Governance Statement attached to this☒Appendix 4G is further information on the reasons why theCompany does not have an internal audit function. Thesefunctions are presently undertaken by the full Board with a viewto continually improving the effectiveness of the Company'sinternal control processes.
	(b)if it does not have an audit committee, disclose that fact andthe processes it employs that independently verify andsafeguard the integrity of its corporate reporting, including theprocesses for the appointment and removal of the externalauditor and the rotation of the audit engagement partner.

	Corporate Governance Council recommendation	Where a box below is ticked, we have followed the recommendationin full for the whole of the period above. We have disclosed this in ourCorporate 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:
4.2	The board of a listed entity should, before it approves the entity'sfinancial statements for a financial period, receive from its CEO andCFO a declaration that, in their opinion, the financial records of theentity have been properly maintained and that the financialstatements comply with the appropriate accounting standards andgive a true and fair view of the financial position and performance ofthe entity and that the opinion has been formed on the basis of asound system of risk management and internal control which isoperating effectively.	☒ in the Corporate Governance statement attached to this Appendix4G.	set out in our Corporate Governance Statement☐
4.3	A listed entity should disclose its process to verify the integrity of anyperiodic corporate report it releases to the market that is not auditedor reviewed by an external auditor.	☒in the Company's Continuous Disclosure Policy document located at:www.sshgroup.com.au/about/corporate-governance/	set out in our Corporate Governance Statement☐
	PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should have and disclose a written policy forcomplying with its continuous disclosure obligations under listingrule 3.1.	☒ in the Company's Continuous Disclosure Policy document locatedat:www.sshgroup.com.au/about/corporate-governance/	set out in our Corporate Governance Statement☐
5.2	A listed entity should ensure that its board receives copies of allmaterial market announcements promptly after they have beenmade.	☒ in the Company's Continuous Disclosure Policy document locatedat:www.sshgroup.com.au/about/corporate-governance/	set out in our Corporate Governance Statement☐
5.3	A listed entity that gives a new and substantive investor or analystpresentation should release a copy of the presentation materials onthe ASX Market Announcements Platform ahead of the presentation.	☒ in the Company's Continuous Disclosure Policy document locatedat:www.sshgroup.com.au/about/corporate-governance/	set out in our Corporate Governance Statement☐
	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:www.sshgroup.com.au/about/corporate-governance/	set out in our Corporate Governance Statement☐
6.2	A listed entity should have an investor relations program thatfacilitates effective two-way communication with investors.	☒ and we have disclosed the Company's Shareholders CommunicationPolicy located at: www.sshgroup.com.au/about/corporategovernance/	set out in our Corporate Governance Statement☐
6.3	A listed entity should disclose how it facilitates and encouragesparticipation at meetings of security holders.	☒ and we have disclosed the Company's Shareholder CommunicationPolicy located at: www.sshgroup.com.au/about/corporategovernance/	set out in our Corporate Governance Statement☐
6.4	A listed entity should ensure that all substantive resolutions at ameeting of security holders are decided by a poll rather than by ashow of hands.	☒ and we have disclosed this policy in the ShareholderCommunication Policy in the Corporate Governance Policies manuallocated at: www.sshgroup.com.au/about/corporate-governance/	set out in our Corporate Governance Statement☐
6.5	A listed entity should give security holders the option to receivecommunications from, and send communications to, the entity andits security registry electronically.	☒ and we have disclosed this policy in the ShareholderCommunication Policy in the Corporate Governance Policies manuallocated at: www.sshgroup.com.au/about/corporate-governance/	set out in our Corporate Governance Statement☐

	Corporate Governance Council recommendation	Where a box below is ticked, we have followed the recommendationin full for the whole of the period above. We have disclosed this in ourCorporate 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:
	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 number oftimes the committee met throughout the period and theindividual attendances of the members at thosemeetings; or(b)if it does not have a risk committee or committees that satisfy(a) above, disclose that fact and the processes it employs foroverseeing the entity's risk management framework.	☐ SSH has disclosed a copy of the Risk Management and InternalCompliance and Control policy at:www.sshgroup.com.au/about/corporate-governance/ and theinformation referred to in paragraphs (4) and (5) is set out in theCorporate Governance Statement attached to this Appendix 4G.	set out in our Corporate Governance Statement attached to this☒Appendix 4G.
7.2	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 thatthe entity is operating with due regard to the risk appetite setby the board; and(b)disclose, in relation to each reporting period, whether such areview has taken place.	☐	☒ set out in the Risk Management and Internal Compliance and Controlpolicy manual located atwww.sshgroup.com.au/about/corporate-governance/is the riskmanagement framework undertaken by the full board. The informationrequired by (b) is set out in the Corporate Governance Statementattached to this Appendix 4G.
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 and theprocesses it employs for evaluating and continually improvingthe effectiveness of its governance, risk management andinternal control processes.	☐	set out in the Corporate Governance Statement attached to this☒Appendix 4G is further information on the reasons why the Companydoes not have an internal audit function. These functions are presentlyundertaken by the full Board with a view to continually improving theeffectiveness of the Company's internal control processes.
7.4	A listed entity should disclose whether it has any material exposure toenvironmental or social risks and, if it does, how it manages orintends to manage those risks.	☐	set out on in the Corporate Governance Statement attached to☒this Appendix 4G is further information on the Company'sexposure in this regard.

	Corporate Governance Council recommendation	Where a box below is ticked, we have followed the recommendationin full for the whole of the period above. We have disclosed this in ourCorporate 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:
	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 number oftimes the committee met throughout the period and theindividual attendances of the members at thosemeetings; or(b)if it does not have a remuneration committee, disclose that factand the processes it employs for setting the level andcomposition of remuneration for directors and seniorexecutives and ensuring that such remuneration is appropriateand not excessive.	☐ SSH has disclosed a copy of its Remuneration Committee charter at:www.sshgroup.com.au/about/corporate-governance/and the information referred to in paragraphs (4) and (5) in theCorporate Governance Statement attached to this Appendix 4G.	set out in our Corporate Governance Statement☒SSH has disclosed the fact that it does not have a separate remunerationcommittee and the processes it employs for setting the level andcomposition of remuneration for directors and senior executives andensuring that such remuneration is appropriate and not excessive in theRemuneration Committee charter in the Corporate Governance Policiesmanual located:www.sshgroup.com.au/about/corporate-governance/
8.2	A listed entity should separately disclose its policies and practicesregarding the remuneration of non-executive directors and theremuneration of executive directors and other senior executives.	☒ and we have disclosed separately our remuneration policies andpractices regarding the remuneration of non-executive directors andthe remuneration of executive directors and other senior executives at:www.sshgroup.com.au/about/corporate-governance/	set out in our Corporate Governance Statement OR☐we are an externally managed entity and this recommendation is☐therefore not applicable
8.3	A listed entity which has an equity-based remuneration schemeshould:(a)have a policy on whether participants are permitted to enterinto transactions (whether through the use of derivatives orotherwise) which limit the economic risk of participating in thescheme; and(b)disclose that policy or a summary of it.	☐	set out in our Corporate Governance Statement OR☐we do not have an equity-based remuneration scheme and this☒recommendation is therefore not applicable OR
	ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1	A listed entity with a director who does not speak the language inwhich board or security holder meetings are held or key corporatedocuments are written should disclose the processes it has in placeto ensure the director understands and can contribute to thediscussions at those meetings and understands and can dischargetheir obligations in relation to those documents.	☐and we have disclosed information about the processes in place at:………………………………………………………………………[insert location]	set out in our Corporate Governance Statement OR☐☒we do not have a director in this position and thisrecommendation is therefore not applicable ORwe are an externally managed entity and this recommendation is☐therefore not applicable
9.2	A listed entity established outside Australia should ensure thatmeetings of security holders are held at a reasonable place and time.	☐	set out in our Corporate Governance Statement OR☐☒we are established in Australia and this recommendation istherefore not applicable ORwe are an externally managed entity and this recommendation is☐therefore not applicable

Corporate Governance Council recommendation		Where a box below is ticked, we have followed the recommendationin full for the whole of the period above. We have disclosed this in ourCorporate 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:
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 answer questionsfrom security holders relevant to the audit.	☐	☐☒☐	set out in our Corporate Governance Statement ORwe are established in Australia and not an externally managedlisted entity and this recommendation is therefore not applicablewe are an externally managed entity that does not hold an AGMand this recommendation is therefore not applicable
	ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-	Alternative to Recommendation 1.1 for externally managed listedentities:The responsible entity of an externally managed listed entity shoulddisclose:(a)the arrangements between the responsible entity and the listedentity for managing the affairs of the listed entity; and	☐and we have disclosed the information referred to in paragraphs (a)and (b) at:……………………………………………………………………………[insert location]	☐	set out in our Corporate Governance Statement
	(b)the role and responsibility of the board of the responsible entityfor overseeing those arrangements.
-	Alternative to Recommendations 8.1, 8.2 and 8.3 for externallymanaged listed entities:An externally managed listed entity should clearly disclose the termsgoverning the remuneration of the manager.	☐and we have disclosed the terms governing our remuneration asmanager of the entity at:……………………………………………………………………………[insert location]	☐	set out in our Corporate Governance Statement

2021-2022

Corporate GovernanceStatement

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" page:

sshgroup.com.au/about/corporate-governance/

The Company intends to follow the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations1 (ASX CGC P&R) in all respects other than as specifically provided below.

In particular, 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 Board Chartersetting out:	See Board Charter in the corporate governance sectionof website.
	a.	The respective roles and responsibilities of itsboard and management; and	Satisfied. The functions reserved for the Board and
	b.	Those matters expressly reserved to the board andthose delegated to management.	delegated to senior executives have been establishedand are further disclosed in the Annual Report.
1.2		A listed entity should:
	a.	Undertake appropriate checks before appointing adirector or senior executive, or putting forward tosecurity holders a candidate for election, as adirector; and	Satisfied. Appropriate checks have been undertakenand material information provided to security holders
	b.	Provide security holders with all materialinformation in its possession relevant to a decisionon whether or not to elect or re-elect a director	with regards election of directors.
1.3		A listed entity should have a written agreement witheach director and senior executive setting out the termsof their appointment	Satisfied. Agreements are in place.

1 ASX Corporate Governance Council's Corporate Governance Principles and Recommendations – 4th edition

	Recommendation			Current Practice
1.4			The company secretary of a listed entity should beaccountable directly to the board, through the chair, onall matters to do with proper functioning of the board.	Satisfied. This practice is in place.
1.5			A listed entity should:	Satisfied. See Diversity Policy in the corporate
	a.		Have and disclose a diversity policy;	governance section of website
	b.		Through its board or a committee of the board, setmeasurable objectives for achieving gender	Not satisfied. To drive diversity and inclusion within theCompany, the Board has set the following objectives:
			diversity in the composition of the board, seniorexecutives and workforce generally;	To increase the percentage of women in the businessand more specifically, in leadership roles, and activelypromote a culture that values diversity, inclusion and
	c.		Disclose in relation to each reporting period:	flexibility.
		1.	The measurable objectives set for thatperiod to achieve gender diversity;
		2.	The entity's progress towards achievingthese objectives; and	No Board members are women and there are no womensenior executives within the Company.
		3.	The respective proportions of men andwomen on the board, in senior executivepositions and across the whole workforce.	Females comprise 33% of Senior Management team andthe Company employs 204 females across theworkforce.
1.6			A listed entity should:	Satisfied. See process in corporate governance
	a.Have and disclose a process for periodicallyevaluating the performance of the board, itscommittees and individual directors; andb.Disclose whether performance evaluations wereundertaken in accordance with that process foreach reporting period.			policies.Not satisfied. No formal evaluations have beenundertaken in the reporting period however during the
				preparations to list on ASX assessment of the Directors'suitability, qualifications and experience were assessedand set out in the Prospectus document.
1.7			A listed entity should:
	a.		Have and disclose a process for evaluating theperformance of senior management at least onceevery reporting period; and	Satisfied. See process in corporate governancepolicies.
	b.		Disclose whether performance evaluations wereundertaken in accordance with the process.	Satisfied. Evaluations have been undertaken in thereporting period.
2.1	which:		A listed entity should have a nomination committee
			- Consists of at least 3 members, a majority ofwhom are independent directors;	Not satisfied. Due to the relatively small size of theCompany the board has not established a nominationcommittee as the role of the committee will be
			- Is chaired by an independent director;	undertaken by the full board.
		And disclose:		The Company's Nomination Committee Charter is
			- The charter of the committee;	available in the corporate government policies
			- The members of the committee; and	disclosed on the website.
			- The number of times the committee met andindividual attendance at those meetings.	The committee did not meet during the period.
	role.		If it does not have a nomination committee disclosethat fact and the process it follows to address that	Satisfied.
2.2			A listed entity should have and disclose a board skillsmatrix setting out the skills that the board currently hasor is looking to achieve.	Satisfied. The skills of each director are outlined inSchedule 1 to this document.

	Recommendation	Current Practice
2.3	A listed entity should disclose:- The names of the directors considered by theboard to be independent directors and length ofservice.	Currently Non-Executive Chairman Bruce Lane isconsidered to be an independent director as defined inASX guidelines.Length of Service as at August 2022:- Bruce Lane- Appointed 8 Dec 2020(1 yr, 10 months)
	- If a director has an interest / association /relationship that meets the factors of assessingindependence.	- Daniel Cowley-Cooper- Appointed 9 Sept 2021 (1 yr, 1 month)- Stefan Finney- Appointed 9 Sept 2021 (1 yr, 1 month)
2.4	A majority of the board should be independentdirectors.	Not Satisfied. Bruce Lane is considered an independentdirector as defined by ASX guidelines.Due to the size of the Company and only being a threeperson board, the Company considers the structure of theBoard to be appropriate to manage the level of activity ofthe Company at the current stage.As the Company develops it will aim to identify and appointfurther independent directors at the appropriate time.
2.5	The Chair should be an independent director.The roles of Chair and Chief Executive Officershould not be exercised by the same individual	Satisfied. Bruce Lane is considered an IndependentChairman as defined by ASX Guidelines.Satisfied.
2.6	A listed entity should have a program for inducting newdirectors and for periodically reviewing whether there isa need for existing directors to undertake professionaldevelopment to maintain the skills and knowledgeneeded to perform their roles as directors effectively.	Satisfied. The Company will provide induction materialfor any new directors and, depending on specificrequirements, will provide appropriate professionaldevelopment opportunities for directors.
3.1	A listed entity should articulate and disclose itsStatement of Values.	Satisfied. The Statement of Values is available on theCompany's website at the Corporate GovernanceSection.
3.2	A listed entity should:
	- Have and disclose a code of conduct for itsdirectors, senior executives and employees; and	Satisfied. The Code of Conduct is available on the
	- Ensure that the Board is informed of any materialbreaches of that code.	Company's website at the Corporate GovernanceSection.
3.3	A listed entity should:
	- have and disclose a Whistleblower Policy; and	Satisfied. The Whistleblower Policy is available on the
	- Ensure that the Board is informed of any materialbreaches of that policy.	Company's website at the Corporate GovernanceSection.
3.4	A listed entity should:
	- have and disclose an Anti-Bribery and CorruptionPolicy; and	Satisfied. The Anti-Bribery and Corruption Policy isavailable on the Company's website at the Corporate
	- Ensure that the Board is informed of any materialbreaches of that policy	Governance Section.
4.1	The board of a listed entity should have an auditcommittee which:- Has at least three members all of whom are nonexecutive directors and a majority of whom areindependent directors; and- Is chaired by an independent chair, who is notchair of the board.	Not satisfied. The Board has not established a separateaudit committee because of the current size of thecompany, the role of the committee is undertaken bythe full Board. The full Board undertakes the duties thatwould otherwise fall to such a committee. The Companyis small, has a three-person board and a tightmanagement structure. The Company will review theneed to form a separate audit committee as it develops.

	Recommendation	Current Practice
4.1(cont)	Disclose:- The charter of the committee;	The Audit Committee Charter is available on theCompany's website in the Corporate GovernanceSection.
	- The relevant member qualifications andexperience;	The relevant member qualifications for each memberare reported in the Annual Report.
	- The number of times the committee met andindividual attendance at those meetings	The audit committee did not meet during the periodbetween listing on ASX and 30 June 2022. A meeting ofthe audit committee was convened subsequent to thePeriod to assess the financial statements for FY22.
4.1(cont)	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 andremoval of the external auditor and the rotation of theaudit engagement partner.	The Company has established procedures for theselection, appointment and rotation of its externalauditor. The Board was responsible for the initialappointment of the external auditor and continues to beresponsible for the appointment of a new externalauditor when the vacancy arises. Candidates for theposition must demonstrate complete independencefrom the Company through the engagement period. TheBoard may otherwise select an external auditor basedon criteria relevant to the Company's business andcircumstances.
4.2	The board of a listed entity should, before it approvesthe entity's financial statements for a financial period,receive from its CEO and CFO a declaration that, in theiropinion, the financial records of the entity have beenproperly maintained and that the financial statementscomply with the appropriate accounting standards andgive a true and fair view of the financial position andperformance of the entity and that the opinion has beenformed on the basis of a sound system of riskmanagement and internal control which is operatingeffectively.	Satisfied.
4.3	A listed entity should disclose its process to verify theintegrity of any periodic corporate report it releases tothe market that is not audited/reviewed by an externalauditor	Satisfied. Continuous Disclosure Policy is available onthe Company's website in the Corporate GovernanceSection.
5.1	A listed entity should have and disclose a written policyfor complying with its continuous disclosure obligationsunder 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 receivescopies of all material market announcements promptlyafter they have been made.	Satisfied. Continuous Disclosure Policy is available onthe Company's website in the Corporate GovernanceSection.
5.3	A listed entity that gives a new and substantive investoror analyst presentation should release a copy of thepresentation materials on the ASX marketannouncement platform ahead of the presentation.	Satisfied. Continuous Disclosure Policy is available onthe Company's website in the Corporate GovernanceSection.
6.1	A listed entity should provide information about itselfand its governance to investors via its website.	Satisfied. See the Company's website including theCorporate Governance Section.
6.2	A listed entity should design and implement an investorrelations program to facilitate effective two-waycommunication with investors.	Satisfied. See the Company's website in the CorporateGovernance Section.

	Recommendation	Current Practice
6.3	A listed entity should disclose the policies andprocesses it has in place to facilitate and encourageparticipation at meetings of security holders.	Satisfied. See Communication Policy on the Company'swebsite in the Corporate Governance Section.
6.4	A listed entity should ensure that all substantiveresolutions at a meeting of security holders are decidedby poll rather than by a show of hands.	Satisfied.
6.5	A listed entity should give security holders the option toreceive communications from, and sendcommunication to, the entity and its security registryelectronically.	Satisfied. A welcome pack to investors is sent out uponfirst entering the members' register.
7.1	The board of a listed entity should have a committee tooversee risk, which:- Has at least three members, a majority of whom	Not satisfied. The board has not established a separaterisk committee as the role of the committee isundertaken by the full board.
	are independent directors; and- Is chaired by an independent director,	The Company has established policies for the oversightand management of material business risks. Under thepolicy, the Board is responsible for approving theCompany's policies on risk oversight and management
	Disclose:- The charter of the committee;	and satisfying itself that management has developedand implemented a sound system of risk managementand internal control.
	- The members of the committee; and- The number of times the committee met andindividual attendance at those meetings	The Company's Risk Management Policy is available onthe Company's website in the Corporate GovernanceSection. Three internal risk meetings were undertaken
	- If it does not have a risk committee, disclose thatfact and the processes it employs for overseeingthe entity's risk management framework.	during the period relating to the respective businessunits of the Group. Subsequent to the Period, onemeeting of the Risk Committee (undertaken by the fullBoard) was held.
7.2	The board or a committee of the board should:
	- Review the entity's risk management framework atleast annually to satisfy itself that it continues to besound; and that the entity is operating with dueregard for the risk appetite set by the board;	Not satisfied. To be undertaken in future periods.
	- Disclose whether such a review has taken place.
7.3	A listed entity should disclose:- If has an internal audit function, how the function isstructured and what role it performs;	Not satisfied. The entity does not have an internal auditfunction.The function is undertaken by the Board.
	- If it does not have an internal audit function,disclose that fact and the process it employs forevaluating and continually improving theeffectiveness of its governance, risk managementand internal control processes.	The Company's Risk Management Policy is available onthe Company's website in the Corporate GovernanceSection.
7.4	The entity should disclose whether it has any materialexposure to economic, environmental and socialsustainability risks, and if it does, how it manages those	The entity does not have material exposure in theseareas at this stage of the Company's operations.The risks relevant to the entity are disclosed on the
	risks.	Company's website in the Corporate GovernanceSection

	Recommendation	Current Practice
8.1	The board of a listed entity should:- have a remuneration committee which has at leastthree members a majority of whom areindependent directors; and- Is chaired by an independent director; andDisclose:	Not Satisfied. The Company has established aRemuneration Committee which is undertaken by thefull Board performing the duties which normally wouldbe performed by such a committee. The Company doeshowever have a formal Remuneration Committee policybut due to its size and limited resources, this policy isnot being implemented. The level and composition ofremuneration for directors and senior executives isreadily determined by what would normally be paid toincumbents in similar sized companies
	- The charter of the committee;- The members of the committee; and- The number of times the committee met andindividual attendance at those meetings	The Remuneration Committee Charter is available onthe Company's website in the Corporate GovernanceSection.The Remuneration Committee, being the full Board, metonce during the period since listing on ASX.
	If it does not have a remuneration committee disclosethat fact and the process it follows to address that role.	Satisfied.
8.2	A listed entity should separately disclose its policies andpractices regarding the remuneration of non-executivedirectors and the remuneration of executive directorsand other senior executives.	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 which limit theeconomic risk of participating in the scheme;	The Company does not have an equity-basedremuneration scheme.
	- Disclose that policy or a summary of it.

Further information about the Company's corporate governance practices is set out on the Company's website:

sshgroup.com.au/about/corporate-governance/

Schedule 1: Board Skills Matrix

Schedule 1: Board Skills Matrix

Legend:	FamiliarF	C	Competent	ExpertE
Name		Bruce Lane	Daniel Cowley-Cooper	Stefan Finney
Title		Non-Executive Chairman	Managing Director	Executive Director
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	F	F
Capital projects		C	C	C
Knowledge and skills
Strategy Development		E	E	E
Finance & Accounting		C	C	C
Legal & Regulatory		C	F	F
Digital & Information Technology		C	F	F
Human Resources & People		F	E	E
Public Relations, Marketing & Communications		E	C	C
Risk & Compliance		E	C	C
Capital Markets		E	F	F
Stakeholder engagement		E	E	E
Environmental & Climate		C	F	F
Social & Sustainability		C	F	F
Governance & Policy		C	F	F
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 & ability to devote time & energy to the role		E	E	E