SSH GROUP LTD — Governance Information 2023

Aug 29, 2023

ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 1

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 2023
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 2023 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 2023

Name of authorised officer authorising lodgement: Matthew Foy

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.

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 ex tent to whi ch the enti ty 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.

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 disclosedthese matters in the Board charter in theCorporate Governance Statement at:https://sshgroup.com.au/corporate-governance/	☐set outin our Corporate Governance Statement OR☐we arean externally managed entity and this recommendationis 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 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.	☒and we have disclosedthis process inClause 1 in theProceduresfor Selection and Appointment of Directorsat:https://sshgroup.com.au/corporate-governance/	☐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.	☒and we have disclosedthis requirement in clause 1 in theProcedures for Selection and Appointment of Directors theCorporate Governance Statement at:https://sshgroup.com.au/corporate-governance/	☐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.	☒and we have disclosedthis requirement in clause 7.0 intheBoard Charter in the Corporate Governance Statement at:https://sshgroup.com.au/corporate-governance/	☐set outin our Corporate GovernanceStatement OR☐weare an externally managed entityand 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.	☐	☒set outin our Corporate Governance Statementand we have disclosed a copy of our diversity policyin theCorporate Governance Policies manual locatedat:https://sshgroup.com.au/corporate-governance/and we have disclosed the information referred to in paragraphs (b) &(c) inthe corporate governance statement attached to this Appendix4G in clause 1.5.
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.	☒We have disclosed the evaluationprocess referred to inparagraph (a) atclause 1.1 of the Performance Evaluation Practicesmanual located:https://sshgroup.com.au/corporate-governance/and whether a performance evaluation was undertaken for thereporting period in accordance with that process is set outin thecorporate governance statement attached to this Appendix 4G inclause 1.6.	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable

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 listed entity should:(a)have and disclose a process for evaluating the performanceof its senior executivesat least once every reporting period;and(b)disclosefor 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) atclause 1.5 of the Performance Evaluation Practicesmanual located:https://sshgroup.com.au/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 outin our Corporate Governance Statement

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

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 chairedby 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.	☒and we have disclosed a copy of theNomination Committeecharter in the Corporate Governance Policies Manual located:https://sshgroup.com.au/corporate-governance/and the information referred to in paragraphs (4) and (5) in theCorporate Governance Statement attached to this Appendix 4G.	☒set outin our Corporate Governance Statementattached tothis Appendix 4G.
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 at Schedule 1 totheCorporate Governance Statement attached to thisAppendix 4G.	☐set outin our Corporate Governance Statement OR☐we are an externally managed entityand this recommendationis 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 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 of the directors considered bythe board to be independentdirectors in the Corporate GovernanceStatement attached to this Appendix 4Gand, where applicable, the information referred to in paragraph (b) insection 2.4 of the Corporate Governance Statement attached to thisAppendix 4G.The length of service of each director is set out insection 2.3 oftheCorporate Governance Statement attached to this Appendix 4G.	☐set outin our Corporate Governance Statement
2.4	A majority ofthe board of a listed entity should be independentdirectors.	☐This information is disclosed in the Corporate GovernanceStatement attached to this Appendix 4G.	☒set outin 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
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.	☒This information is disclosed in the Corporate GovernanceStatement attached to this Appendix 4G.	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
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.	☒This information is disclosed in the Procedures for Selectionand Appointment of Directorsdocument located at:https://sshgroup.com.au/corporate-governance	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
	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 thesevaluesin the Statement of Valuesdocument located at:https://sshgroup.com.au/corporate-governance/	☐set outin our Corporate Governance Statement
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 the CorporateGovernance Policies located at:https://sshgroup.com.au/corporate-governance/	☐set outin 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 isinformed of any material incidents reported under thatpolicy.	☒and we have disclosed our values in the Whistleblower policydocument located at:https://sshgroup.com.au/corporate-governance/	☐set outin 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 theboard isinformed of any material breaches of that policy.	☒and we have disclosed our anti-bribery and corruption policydocument located at:https://sshgroup.com.au/corporate-governance/	☐set outin 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 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.	☒and the Companyhasdisclosed a copy of the charter of thecommittee at:https://sshgroup.com.au/corporate-governance/and the information referred to in paragraphs (4) and (5) is set outin section 4.1 of the Corporate Governance Statementattached tothis Appendix 4G.	☐in our Corporate Governance Statementset out
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 performance of the entity and that theopinion has been formed on the basis of a sound system of riskmanagement and internal control which is operating effectively.	☒in the Corporate Governance statement attached to thisAppendix 4G.	☐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 auditedor reviewed by an external auditor.	☒in the Company's Continuous Disclosure Policy documentlocated at:https://sshgroup.com.au/corporate-governance/	☐set outin 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 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.	☒in the Company's Continuous Disclosure Policy documentlocated at:https://sshgroup.com.au/corporate-governance/	☐set outin 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 documentlocated at:https://sshgroup.com.au/corporate-governance/	☐set outin our Corporate Governance Statement
5.3	A listed entity that gives a newand substantiveinvestor oranalyst presentation should release a copy of the presentationmaterials on the ASX Market Announcements Platform aheadof the presentation.	☒in the Company's Continuous Disclosure Policy documentlocated at:https://sshgroup.com.au/corporate-governance/	☐set outin 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 ourgovernance on our website at:https://sshgroup.com.au/corporate-governance/	☐set outin 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 ShareholdersCommunication Policylocated at:https://sshgroup.com.au/corporate-governance/	☐set outin 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 ShareholderCommunication Policy located at:https://sshgroup.com.au/corporate-governance/ /	☐set outin 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 bya show of hands.	☒and we have disclosed this policy in the ShareholderCommunication Policy in the Corporate Governance Policies manuallocated at: https://sshgroup.com.au/corporate-governance/	☐set outin our Corporate Governance Statement
6.5	A listed entity should give security holders the option to receivecommunications from, and send communications to, the entityand its security registry electronically.	☒and we have disclosed this policy in the ShareholderCommunication Policy in the Corporate Governance Policies manuallocated at: https://sshgroup.com.au/corporate-governance/	☐set outin 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 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 itemploys for overseeing the entity's risk managementframework.	☒SSH has disclosed a copy of the Risk Management and InternalCompliance and Control policy at:https://sshgroup.com.au/corporate-governance/and the information referred to in paragraphs (4) and (5) is set outsection 7.1 ofthe Corporate Governance Statement attached to thisAppendix 4G.	☒set outin our Corporate Governance Statementattached tothis 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 andthat 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.	☐	☒set outinthe Risk Management and Internal Compliance andControl policy manual located athttps://sshgroup.com.au/corporate-governance/is the risk management framework undertaken by the full board. Theinformation required by (b) is set out in section 7.1 of the CorporateGovernance Statement attached 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 andthe processes it employs for evaluating and continuallyimproving the effectiveness of its governance, riskmanagement and internal control processes.	☐	☒set outin the Corporate GovernanceStatementattached tothis Appendix 4G is further information on the reasons why theCompany does not have an internal audit function.These functionsare presently undertaken by the full Board with a view to continuallyimproving the effectiveness of the Company's internal controlprocesses.

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.	☐	☒set outon in theCorporate GovernanceStatementattached tothis Appendix 4G is further information on the Company'sexposure in this regard.

	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 chairedby 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 themembers 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.	☒SSH has disclosed a copy of its Remuneration Committeecharter at: https://sshgroup.com.au/corporate-governance/and the information referred to in paragraphs (4) and (5)in theCorporate Governance Statement attached to this Appendix 4G.SSH has disclosed the fact that it doesnot have aseparateremuneration committee and the processes it employsfor setting thelevel and composition of remuneration for directors and seniorexecutives and ensuring that such remuneration is appropriate andnot excessivein the Remuneration Committee charter in theCorporate Governance Policies manual located:https://sshgroup.com.au/corporate-governance/	☐set outin our Corporate 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 executivesat:https://sshgroup.com.au/corporate-governance/	☐set outin our Corporate GovernanceStatement OR☐we are an externallymanaged entity and this recommendationis therefore not applicable
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.	☐	☐set outin our Corporate Governance Statement OR☒we do not have an equity-based remuneration scheme andthis recommendation is therefore not applicableOR

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	A listed 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 to the discussions at those meetings andunderstands and can discharge their obligations in relation tothose documents.	☐and we have disclosed information about the processes in place at:………………………………………………………………………[insert location]	☐set outin our Corporate Governance StatementOR☒we do not have a director in this position and thisrecommendation is therefore not applicableOR☐we are an externally managed entity and this recommendationis therefore not applicable
9.2	A listed entity established outside Australia should ensure thatmeetings of security holders are held at a reasonable place andtime.	☐	☐set outin our Corporate Governance Statement OR☒we are establishedin Australia and this recommendation istherefore not applicableOR☐we are an externally managed entity and this recommendationis therefore not applicable
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.	☐	☐set outin our Corporate Governance Statement OR☒we are established in Australia andnot an externally managedlisted entityandthis recommendation is therefore notapplicable☐we are an externally managed entity that does not holdanAGM and this recommendation is therefore not applicable
	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.	☐and we have disclosed the information referred to in paragraphs (a)and (b) at:……………………………………………………………………………[insert location]	☐set outin 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
-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.	☐and we have disclosed the terms governingour remuneration asmanager of the entity at:……………………………………………………………………………[insert location]	☐set outin our Corporate Governance Statement

Improving outcomes for Australian projects and communities

SSH Group Ltd ACN 140 110 130

Level 2, 10 Ord Street West Perth WA 6005

sshgroup.com.au

Corporate Governance Statement

2022 - 2023

SSH Group Limited - ACN 140 110 130

SSH Group Limited - Corporate Governance Statement

ASX Corporate Governance Council's Corporate Governance Principles and Recommendations – 4th edition For the year ended 30 June 2023 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 as sociated policies, protocols and related instruments is available on the Company's website under its "Corporate Governance" heading: https://sshgroup.com.au/investors/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 anddisclose a Board Charter setting	See Board Charter in the corporate governance section of website.
	out:a.The respective roles andresponsibilities of its boardand management; andb.Those matters expresslyreserved to the board andthose delegated tomanagement.	Satisfied. The functions reserved for the Board and delegated to seniorexecutives have been established and are further disclosed in the annualreport.
1.2	A listed entity should:
	a.Undertake appropriate checksbefore appointing a director orsenior executive, or puttingforward to security holders acandidate for election, as adirector; and	Satisfied.Appropriate checks have been undertaken and m aterialinformation provided to security holders with regards election ofdirectors.
	b.Provide security holders withall material information in itspossession relevant to adecision on whether or not toelect or re-elect a director
1.3	A listed entity should have awritten agreement with eachdirector and senior executivesetting out the terms of theirappointment.	Satisfied. Agreements are in place.
1.4	The company secretary of a listed	Satisfied. This practice is in place.
	entity should be accountable
	directly to the board, through the
	chair, on all matters to do withproper functioning of the board.
1.5	A listed entity should:
	a.Have and disclose a diversitypolicy;	Satisfied, see Diversity Policy in the corporate governance section ofwebsite.

	b.	Through its board or a
		committee of the board, set	Not satisfied. To drive diversity and inclusion within the Company, the
		measurable objectives for	Board has set the following objectives: To increase the percentage of
		achieving gender diversity in	women in the business and more specifically, in leadership roles, and
		the composition of the board,	actively promote a culture that values diversity, inclusion and flexibility.
		senior executives and
		workforce generally;
	c.	Disclose in relation to each	No Board members are women and there are no women senior
		reporting period	executives within the Company. Females comprise 20% of Senior
		1. The measurable
			Management team and the Company employs 209 females across theworkforce.
		objectives set for that
		period to achieve
		gender diversity;
		The entity's progress2.
		towards achieving
		these objectives; and
		3.The respective
		proportions of men
		and women on the
		board, in senior
		executive positions
		and across the whole
		workforce.
1.6		A listed entity should:	Satisfied, see process in corporate governance policies.
		Have and disclose aa.
		process for periodically
		evaluating the
		performance of the board,
its committees and
		individual directors; and
		Disclose whetherb.	Not satisfied. No formal evaluations have been und ertaken in the
		performance evaluations	reporting period.
		were undertaken in
		accordance with that
		process for each reporting
		period.
1.7		A listed entity should:	Satisfied, see process in corporate governance policies.
		Have and disclose aa.
		process for evaluating the
		performance of senior
		management at least
		once every reporting
		period; and
		Disclose whetherb.	Satisfied. Evaluations have been undertaken in the reporting period.
		performance evaluations
		were undertaken in
		accordance with the
		process.
2.1		A listed entity should have a	Not satisfied.
		nomination committee which:
		Consists of at least 3	Due to the relatively small size of the Company the board has not
		members, a majority of whom	established a nomination committee as the role of the committee will be
		are independent directors;	undertaken by the full board.
		Is chaired by an independent
		director;
		And disclose:

	The members of the	The Company's Nomination Committee Charter is available in the
	committee	corporate government policies disclosed on the website.
	The number of times the$\qquad \qquad \blacksquare$
	committee met and individual
	attendance at those meetings
		The committee did not meet during the period.
	If it does not have a nomination
	committee disclose that fact and
	the process it follows to address
	that role.
		Satisfied.
2.2	A listed entity should have and	The skills of each director are outlined in Schedule 1 to this document.
	disclose a board skills matrix
	setting out the skills that the board
	currently has or is looking to
	achieve.
2.3	A listed entity should disclose:	Currently Non-Executive Chairman Bruce Lane is considered to be an
	The names of the directors$\overline{\phantom{a}}$	independent director as defined in ASX guidelines.
	considered by the board to be
	independent directors and	Length of Service as at August 2023:
	length of service.	Bruce Lane: Appointed 8 December 2020 (2 years, 10 months)
	If a director has an interest /$\qquad \qquad \blacksquare$	Daniel Cowley-Cooper: Appointed 9 September 2021 (2 years, 1 month)
	association / relationship that	Stefan Finney: Appointed 9 September 2021 (2 years, 1 month)
	meets the factors of assessing
	independence.
2.4	A majority of the board should be	Not Satisfied. Bruce Lane is considered an independent director as
	independent directors.	defined by ASX guidelines. Due to the size of the Company and only
		being a three-person board, the Company considers the structure of the
		Board to be appropriate to manage the level of activity of the Company
		at the current stage. As the Company develops it will aim to identify and
		appoint further independent directors at the appropriate time.
2.5	The chair should be an	Satisfied. Bruce Lane is considered to be an Independent Chairman as
	independent director.	defined by ASX Guidelines.
	The roles of Chair and Chief	Satisfied.
	Executive Officer should not be
	exercised by the same individual.
2.6	A listed entity should have a	The Company will provide induction material for any new directors and,
	program for inducting new	on specificdependingrequirements, will provideappropriate
	directors and for periodically	professional development opportunities for directors.
	reviewing whether there is a need
	for existing directors to undertake
	professional development to
	maintain the skills and knowledge
	needed to perform their roles as
	directors effectively.
3.1	A listed entity should articulate and	Satisfied.
	disclose its Statement of Values.	The Statement of Values is available on the Company's website at the
		Corporate Governance Section.
3.2	A listed entity should:Have and disclose a code of	Satisfied.
		The Code of Conduct is available on the Company's website at the
	conduct for its directors, senior	Corporate Governance Section.
	executives and employees;
	and
	ensure that the Board is
	informed of any material
	breaches of that code.

3.3	A listed entity should:	Satisfied.
	have and disclose a	The Whistleblower Policy is available on the Company's website at the
	Whistleblower Policy; and	Corporate Governance Section.
	ensure that the Board is
	informed of any material
	breaches of that policy.
3.4	A listed entity should:	Satisfied.
	have and disclose an Anti-	The Anti-Bribery and Corruption Policy is available on the Company's
	Bribery and Corruption Policy;and	website in the Corporate Governance Section.
	ensure that the Board is
	informed of any material
	breaches of that policy.
4.1	The board of a listed entity	Satisfied. The Board has established a separate audit committee
	should have an audit committeewhich:	comprised of three members.
	Has at least three members	The audit committee is comprised of directors Bruce Lane and Stefan
	all of whom are non-executive	Finney with CFO Matthew Thomson also a member. The audit committee
	directors and a majority ofwhom are independent	is chaired by independent director Bruce Lane.
	directors; and	The Audit Committee Charter is available on the Company's website in
	Is chaired by an independent$\qquad \qquad \blacksquare$	the Corporate Governance Section.
	chair, who is not chair of the
	board.
	Disclose:
	The charter of the committee;	The relevant member qualifications for each member are reported in the
	The relevant member	Annual Report.
	qualifications and experience;
	The number of times the	The audit committee met twice during the period. Both meetings were
	committee met and individual	attended by all audit committee members being Bruce Lane (Chair),
	attendance at those meetings	Stefan Finney and Mathew Thomson.
	If it does not have an audit	The Company has established procedures for the selection, appointment
	committee, disclose that fact andthe processes it employs that	and rotation of its external auditor. The Board was responsible for theinitial appointment of the external auditor and continues to be responsible
	independently verify and	for the appointment of a new external auditor when the vacancy arises.
	safeguard the integrity of its	Candidates for the position must demonstrate complete independence
	corporate reporting, including the	from the Company through the engagement period. The Board may
	processes for the appointment and	otherwise select an external auditor based on criteria relevant to the
	removal of the external auditor and	Company's business and circumstances.
	the rotation of the audit
	engagement partner.
4.2	The board of a listed entity should,	Satisfied.
	before it approves the entity's
	financial statements for a financial
	period, receive from its CEO andCFO a declaration that, in their
	opinion, the financial records of the
	entity have been properly
	maintained and that the financial
	statements comply with the
	appropriate accounting standards
	and give a true and fair view of the
	financial position and performance
	of the entity and that the opinion
	has been formed on the basis of a

	sound system of risk managementand internal control which isoperating effectively.
4.3	A listed entity should disclose itsprocess to verify the integrity ofany periodic corporate report itreleases to the market that is notaudited/reviewed by an externalauditor	Satisfied.Continuous Disclosure Policy is available on the Company's website inthe Corporate Governance Section.
5.1	A listed entity should have anddisclose a written policy forcomplying with its continuousdisclosure obligations under listingrule 3.1.	Satisfied.Continuous Disclosure Policy is available on the Company's website inthe Corporate Governance Section.
5.2	A listed entity should:ensure that its board receivescopies of all material marketannouncements promptly afterthey have been made.	Satisfied.Continuous Disclosure Policy is available on the Company's website inthe Corporate Governance Section.
5.3	A listed entity that gives a new andsubstantive investor or analystpresentation should release a copyof the presentation materials onthe ASX market announcementplatform ahead of the presentation.	Satisfied.Continuous Disclosure Policy is available on the Company's website inthe Corporate Governance Section.
6.1	A listed entity should provideinformation about itself and itsgovernance to investors via itswebsite.	Satisfied.See the Company's website including the Corporate GovernanceSection.
6.2	A listed entity should design andimplement an investor relationsprogram to facilitate effective two-way communication with investors.	Satisfied. See the Company's website in the Corporate GovernanceSection.
6.3	A listed entity should disclose thepolicies and processes it has inplace to facilitate and encourageparticipation at meetings ofsecurity holders.	Satisfied. See Shareholders Communication Policy on the Company'swebsite in the Corporate Governance Section.
6.4	A listed entity should ensure thatall substantive resolutions at ameeting of security holders aredecided by poll rather than by ashow of hands.	Satisfied.
6.5	A listed entity should give securityholders the option to receivecommunications from, and sendcommunication to, the entity andits security registry electronically.	Satisfied. A welcome pack to investors is sent out upon first entering themembers' register.
7.1	The board of a listed entity shouldhave a committee to oversee risk,which:Has at least three members, amajority of whom areindependent directors; andIs chaired by an independentdirector,	The board has not established a separate risk committee as the role ofthe committee is undertaken by the full board.The Company has established policies for the oversight andmanagement of material business risks. Under the policy, the Board isresponsible for approving the Company's policies on risk oversight andmanagement and satisfying itself that management has developed andimplemented a sound system of risk management and internal control.

	Disclose:
	The charter of the committee;The members of thecommittee; andThe number of times the$\overline{\phantom{0}}$	The Company's Risk Management Policy is available on the Company'swebsite in the Corporate Governance Section. One meeting of the RiskCommittee (undertaken by the full Board) was held.
	committee met and individualattendance at those meetings
	If it does not have a risk
	committee, disclose that fact and	Satisfied.
	the processes it employs foroverseeing the entity's risk
	management framework.
7.2	The board or a committee of the	Not satisfied. Post year end, an internal refresh of the risk management
	board should:	framework is underway. This initiative has the objective of providing the
	Review the entity's risk$\overline{\phantom{0}}$management framework atleast annually to satisfy itselfthat it continues to be sound;and that the entity is operatingwith due regard for the riskappetite set by the board;Disclose whether such a	Board with an assessment of the entity's risk and that the entity isoperating with due regard for the risk appetite set by the Board.
	review has taken place.
7.3	A listed entity should disclose:If has an internal auditfunction, how the function isstructured and what role itperforms;	Not satisfied. The entity does not have an internal audit function. Thefunction is undertaken by the Board.
	If it does not have an internal$\blacksquare$audit function, disclose thatfact and the process itemploys for evaluating andcontinually improving theeffectiveness of itsgovernance, risk managementand internal control processes.	The Company's Risk Management Policy is available on the Company'swebsite in the Corporate Governance Section.
7.4	The entity should disclose whether	Satisfied.
	it has any material exposure toeconomic, environmental andsocial sustainability risks, and if it	The business sustainability risks have been identified in the BusinessRisks section of the Company's 2023 Annual Report.
	does, how it manages those risks.The board of a listed entity should:	Not Satisfied.
8.1	have a remunerationcommittee which has at leastthree members a majority ofwhom are independentdirectors; and	The Company has established a R emuneration Committee which isundertaken by the full Board performing the duties which normally wouldbe performed by such a committee. The Company does however have aformal Remuneration Committee policy but due to its size and limitedresources, this policy is not being implemented.
	Is chaired by an independentdirector; andDisclose:	The level and composition of remuneration for directors and s eniorexecutives is readily determined by what would normally be paid to
	The charter of the committee;The members of the-	incumbents in similar sized companies.
	committee; andThe number of times the$\overline{\phantom{0}}$committee met and individualattendance at those meetings	The Remuneration Committee Charter is available on the Company'swebsite in the Corporate Governance Section.

	If it does not have a remunerationcommittee disclose that fact andthe process it follows to addressthat role.	The Remuneration Committee met twice during the period and wasattended by all committee members being Bruce Lane (Chair), StefanFinney and Matthew Thomson.
		Satisfied.
8.2	A listed entity should separately	Satisfied.
	disclose its policies and practices	The structure of Directors' remuneration is disclosed in the remuneration
	regarding the remuneration of non	report section of the annual report.
	executive directors and the
	remuneration of executive directors
	and other senior executives.
8.3	A listed entity which has an equity	The Company does not have an equity-based remuneration scheme.
	based remuneration scheme
	should:
	-Have a policy on whether
	participants are permitted to
	enter into transactions which
	limit the economic risk of
	participating in the 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 at

https://sshgroup.com.au/investors/corporate-governance/

Schedule 1 – Board Skills Matrix

Legend F: Familiar C: Competent E: Expert

Name	Bruce Lane	DanielCowleyCooper	StefanFinney
Title	NonExecutiveChairman	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
Governance Competencies
Director (medium organisation 10 - 99 employees)	F	E	E

Name	Bruce Lane	DanielCowley-Cooper	StefanFinney
Director (large organisation 100+ employees)	F	E	E
Financial literacy	C	$\mathsf{C}$	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	Е	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	Е	Е
Understanding of effective decision-making process	E	Е	Е
Willingness and ability to devote time and energy tothe role	E	Е	Е

Improving outcomes for Australian projects and communities

SSH Group Ltd ACN 140 110 130

Level 2, 10 Ord Street West Perth WA 6005

sshgroup.com.au