SUPPLY NETWORK LIMITED — Governance Information 2024

Sep 26, 2024

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SUPPLY NETWORK LIMITED ABN 12 003 135 680 1 Turnbull Close Pemulwuy NSW 2145 PO Box 3405 Wetherill Park NSW 2164 Telephone: 61 2 8624 8077

ASX Release

• 27 September 2024

Corporate Governance Statement and Appendix 4G

Please find attached the following documents as required by Listing Rule 4.7.3 and 4.7.4:

• Corporate Governance Statement

• Appendix 4G

Authorised by the Board of Supply Network Limited

Robert Coleman Chief Financial Officer Telephone: + 61 2 8624 8077

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Corporate Governance Statement

______________

Supply Network Limited ABN 12 003 135 680

Last reviewed: 26 July 2024

Corporate Governance Statement

The Board promotes a corporate governance framework that achieves the objectives of the business and discharges its responsibilities. It intends to direct the business so that it is managed in a manner consistent with the interests of shareholders, business partners and the wider community.

The Board supports the objectives of the guidelines set out in the Corporate Governance Principles and Recommendations (4th Edition) published by the ASX Corporate Governance Council. The Company complies with these principles and recommendations except where the Board believes it is not practical or efficient to do so or an alternative approach better suits the needs of the Company.

The documents that are underlined in this Statement are available on the Company’s website at http://www.supplynetwork.com.au/governance.htm

Below we address each of the ASX Corporate Governance Principles and Recommendations.

The information in this Statement is current as at 26 July 2024 and has been approved by the Board.

1. Lay solid foundations for management and oversight

The Board has a formal Board Charter which details:

• the respective roles and responsibilities of the Board and management; and

• those matters expressly reserved to the Board and those delegated to management.

The selection and appointment of suitable Directors to the Company is made by the Board after undertaking appropriate checks. The Board provides shareholders with the information necessary to make an informed decision prior to the election of Directors.

All Directors and senior executives have written Employment Agreements.

The Company Secretary’s role is detailed in the Board Charter and the Company Secretary is accountable directly to the Board through the Chairman on all matters to do with the proper functioning of the Board. Decisions on the appointment or removal of a Company Secretary are made by the Board.

The Company has established a Diversity and Inclusion Policy, recognising that a diverse workforce can enhance problem solving and lead to better business outcomes. Access to employment is based on skill, qualifications, performance and merit. Diversity and inclusion are part of the daily operations of the Company and its workforce is very diverse. The Company has lodged its Gender Equality Indicators Report for the period with the Workplace Gender Equality Agency.

The Board and its Committees periodically undertake a review of their performance and of the performance of their individual members. Board members are given the opportunity to detail, individually, issues they see as strengths and weaknesses of the Board, of its meetings, and of its members and Committees. For the year ended 30 June 2024, this review has taken place.

Each year the Board reviews the performance of the Managing Director over the prior year. The Board requires the Managing Director to conduct performance reviews of all senior staff each year for the prior year. For the year ended 30 June 2024, these reviews have taken place.

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2. Structure the Board to be effective and add value

The Board does not have a Nomination Committee because the Board as a whole performs this function.

The Board considers the size and composition of the Board and the selection and appointment of new Directors as required based upon the existing expertise and experience of the Board, the future requirements of the Company and the desirability of increasing diversity as a means of enhancing shareholder value.

The Board’s objective is to achieve a complementary mix of skills and diversity that is best suited to maximising long-term shareholder value given the needs of the Company at any particular time.

The Board has identified the skills required of its members using a Board Skills Matrix. The Board presently has these skills which are as follows:

• automotive industry experience, particularly in the bus and truck segments;

• distribution experience;

• importing experience;

• management experience;

• business experience, particularly in automotive sales and distribution;

• financial management;

• risk management;

• work, health and safety oversight;

• industrial relations experience;

• corporate governance;

• corporate finance;

• regulatory knowledge;

• legal knowledge;

• sales and marketing experience;

• director experience;

• ability to think strategically;

• high level of business acumen and integrity.

The Board has reviewed the independence of each of the Directors in office at the date of this report.

Two of the five members of the Board are considered by the Board to be independent, being Messrs R Fraser and P Gill.

Mr G Forsyth, is considered not to be independent because he is Director of Hergfor Enterprises Pty Limited, which is a substantial shareholder in the Company.

Mr P McKenzie, is considered not to be independent because he is a trustee and member of PW & LJ McKenzie Superannuation Fund, which is a substantial shareholder in the Company.

Mr G Stewart (Managing Director) is considered not to be independent because he is an executive of the Company.

Full details of the Directors’ backgrounds, expertise and length of service are set out in the Directors’ Report in the Annual Report.

The Board considers its present composition addresses the needs of the Company. However, the Board acknowledges the ASX recommendation that a majority of Directors be independent and will consider this in the context of any future appointments.

The Chairman of the Board, Mr G Forsyth, is not considered to be independent. However, the Board believes that his wealth of knowledge and expertise, and his interest in the Company as a substantial shareholder, make it appropriate for him to be the Chairman. The roles of the Chairman and Chief Executive Officer are not held by the same person.

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The Company provides appropriate induction as and when required for new Directors. The Board periodically considers 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. Instil a culture of acting lawfully, ethically and responsibly

The Company has articulated its values in a Statement on Organisational Values and Culture

The Company has also adopted a:

• Code of Conduct;

• Whistleblowing Policy; and

• • Anti-Bribery, Anti-Corruption, Gifts and Benefits Policy.

Material breaches of the Code of Conduct, Whistleblowing Policy or Anti-Bribery, AntiCorruption, Gifts and Benefits Policy are required to be reported to the Board.

4. Safeguard integrity of corporate reports

The Company believes it has appropriate processes in place to verify the integrity of its corporate reports.

The Board has established an Audit & Risk Committee with an Audit & Risk Committee Charter.

The Audit & Risk Committee comprises three of the Company’s Non-Executive Directors (Messrs G Forsyth, R Fraser and P Gill, a majority of whom are independent.

The Chairman of the Audit & Risk Committee (Mr P Gill), is an independent Director who is not Chairman of the Board.

Details on the number of meetings held and members’ qualifications, experience and meeting attendance are found in the Directors’ Report in the Annual Report.

In accordance with the Corporations Act, the external auditor or their representative is required to attend the Company’s AGM and is available to answer relevant questions.

The Company practices high standards of financial reporting, with relevant controls in place.

Before it approves the financial statements, the Board receives from the Managing Director and the Chief Financial Officer a statement in writing that:

• the declarations provided in accordance with section 295A of the Corporations Act 2001 are founded on a sound system of risk management and internal compliance and control that implements the policies adopted by the Board; and

• the Company’s risk management and internal compliance and control system is operating efficiently and effectively in all material respects in relation to financial reporting risks and material business risks.

The Board received these declarations for the year ended 30 June 2024.

The Company has a diligent approach to reviewing and verifying the integrity of any periodic corporate reports released to the market that are not audited or reviewed by an external auditor. Its approach is similar to the process it follows for all releases to the market and is designed to ensure:

• the relevant personnel who prepare the reports are appropriately qualified and have appropriate information available to them to support the relevant report;

• that such reports have been checked and approved for release by authorised personnel in accordance with the Company’s delegation of authority; and

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• that relevant personnel are aware of the Company’s policies, procedures and practices which are designed to assure integrity of process and avoid any improper practices which may compromise such integrity e.g. Code of Conduct, continuous disclosure, Whistleblowing Policy and Anti-Bribery, Anti-Corruption, Gifts and Benefits Policy.

5. Make timely and balanced disclosure

The Company aims to ensure timely, balanced and continuous disclosure to the market of all material matters concerning the Company in accordance with the ASX continuous disclosure regime.

The policies and procedures designed to ensure compliance with ASX Listing Rules and Corporations Act disclosure requirements and to ensure accountability at a senior management level for that compliance are as follows:

• the Company must notify the market, in accordance with the ASX continuous disclosure regime, of any price sensitive information;

• the Directors, the Company Secretary and the Chief Financial Officer are designated as Disclosure Officers who are responsible for reviewing potential disclosures and deciding what information should be disclosed;

• only a Disclosure Officer may authorise communication with external parties on behalf of the Company thereby safeguarding confidentiality of corporate information;

• the onus is on all executives to inform a Disclosure Officer of all potential disclosures as soon as they become aware of the information. The senior management team is responsible for ensuring staff understand and comply with this policy; and

• ASX and media releases must be approved by a Director who is a Disclosure Officer.

The Board approves all material ASX announcements and receives copies of them promptly after they have been released to ASX.

Copies of any new or substantive investor or analyst presentation are released to ASX prior to commencement of the presentation.

6. Respect the rights of security holders

The Board recognises its responsibility to provide shareholders with appropriate information and facilities to allow them to exercise their rights as security holders effectively. Accordingly, all ASX announcements are promptly made available on the Company’s website in the Shareholder Information section.

The Company’s website provides an overview of the Company’s business and its governance.

The following documents are available in the Corporate Governance section of the Company’s website:

• this Corporate Governance Statement;

• Board Charter;

• Audit & Risk Committee Charter;

• Remuneration Committee Charter;

• Company Constitution;

• Statement on Organisational Values and Culture;

• Code of Conduct;

• Whistleblowing Policy;

• Anti-Bribery, Anti-Corruption, Gifts and Benefits Policy;

• Share Trading Policy;

• Privacy Policy and Collection Notice;

• Diversity and Inclusion Policy; and

• Gender Equality Indicators Report.

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The Company’s investor relations programme creates effective two-way communication with shareholders through:

• reports and announcements to the ASX;

• half and full-year profit announcements released to ASX;

• Annual Reports which are available to all shareholders in accordance with their communication preferences;

• meetings of the Company at which shareholders are encouraged to participate and interact with the Board;

• Shareholder and analysts briefings, presentations and site visits;

• the Company’s website; and

• continuous disclosure to the ASX pursuant to the ASX Listing Rules.

Shareholders are provided with the opportunity to express their views on matters concerning the Company and to vote on items of business at general meetings of the Company. The Company’s policy is to facilitate and encourage effective shareholder participation at general meetings through clear and succinct notices of meetings and explanatory notes, concise explanations of the Company’s future direction and strategy and direct interactions during question times at each meeting.

All substantive resolutions put to a general meeting are decided by way of poll rather than a show of hands.

Shareholders are able and encouraged to receive communications from, and send communications to, the Company via electronic means.

7. Recognise and manage risk

As noted in section 4.1 of this Corporate Governance Statement, the Board has established an Audit & Risk Committee (which complies with Principle 7.1 of the Corporate Governance Principles and Recommendations (4th Edition)), to oversee the management of business risks and internal controls.

The Board considers and annually reviews the Company’s risk framework using a risk matrix which addresses the likelihood and severity of risks, as well as risk mitigation and contingency planning, taking into account the risk appetite set by the Board. Senior management is involved in drafting the risk matrix.

For the year ended 30 June 2024, this review has taken place.

The Company does not have an internal audit function. Instead, there is close interaction between the Board, senior management and staff, and risk is minimised through staff training and monitoring of risk. Where circumstances dictate, matters are brought to the attention of the Board earlier than at scheduled meetings. The Board evaluates, with the objective of improving, the effectiveness of its governance, risk management and internal control processes.

The Managing Director and the Chief Financial Officer of the Company provide to the Board each year the declaration and statement referred to in section 4 of this Corporate Governance Statement.

No material exposure to environmental or social risks has been identified.

8. Remunerate fairly and responsibly

The Board has established a Remuneration Committee with a Remuneration Committee Charter. The Remuneration Committee considers market remuneration practices and makes recommendations to the Board so that it can set appropriate remuneration practices for employees.

The Remuneration Committee comprises all four of the Company’s Non-Executive Directors (Messrs G Forsyth , R Fraser, P Gill and P McKenzie), half of whom are independent.

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The Chairman of the Remuneration Committee (Mr P McKenzie) is not an independent Director. The Board believes that his wealth of knowledge and expertise in the automotive industry, and his interest in the Company as a substantial shareholder, make it appropriate for him to be the Chairman of the Remuneration Committee.

The Remuneration Committee is structured in this manner because the Board does not believe it is appropriate for the Remuneration Committee to include Executive Directors, or for the Board and either of its two committees to be chaired by the same person.

Details on the number of meetings held and members’ qualifications, experience and meeting attendance is detailed in the Annual Report.

Board members are remunerated by reference to industry standards.

Non-Executive Directors are paid an annual fee with no provision for retirement benefits.

The Managing Director and other senior executives receive an annual base salary package and may also receive an annual performance bonus and a long-term performance bonus. Any performance bonus payable to the Managing Director or other senior executives is determined by the Board having regard to the performance of both the Company and the executive for the relevant year(s), based on qualitative and/or quantitative factors, which are agreed at the beginning of the year(s).

The Company has an equity-based Employee Incentive Plan (EIP) “Supply Network Limited Employee Incentive Plan” which was approved at the 2020 Annual General Meeting (AGM) and re-approved at the 2023 AGM. The Company’s Share Trading Policy specifically prohibits participants in the plan from entering into any scheme or arrangement which limits the economic risk of entitlements under the EIP.

Please also refer to the Remuneration Report contained in the 2024 Annual Report.

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Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Supply Network Limited

ABN/ARBN 12 003 135 680	Financial year ended:
12 003 135 680	30 June 2024

Our corporate governance statement[1] for the period above can be found at:[2]

These pages of our ☐ annual report: This URL on our ☒ http://www.supplynetwork.com.au/governance.htm website:

The Corporate Governance Statement is accurate and up to date as at 26 August 2024 and has been approved by the board.

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

Date: 27 September 2024

Name of authorised officer Robert Coleman authorising lodgement:

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

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

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

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons 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 setting out: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management.	☒ and we have disclosed a copy of our board charter at: http://www.supplynetwork.com.au/governance.htm	☐ set out in our Corporate Governance StatementOR ☐ 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 or senior executive or putting someone forward for election as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.	☒	☐ set out in our Corporate Governance StatementOR ☐ 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 director and senior executive setting out the terms of their appointment.	☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.4	The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.	☒	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is 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.

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons 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 board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and (c) disclose in relation to each reporting period: (1) the measurable objectives set for that period to achieve gender diversity; (2) the entity’s progress towards achieving those objectives; and (3) either: (A) the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or (B) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act. If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period.	☐ and we have disclosed a copy of our diversity policy at: …………………………………………………………………………….. [insert location] and we have disclosed the information referred to in paragraph (c) at: …………………………………………………………………………….. [insert location] and if we were included in the S&P / ASX 300 Index at the commencement of the reporting period our measurable objective for achieving gender diversity in the composition of its board of not less than 30% of its directors of each gender within a specified period.	☒ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.6	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	☒ and we have disclosed the evaluation process referred to in paragraph (a) in our Corporate Governance Statement at: http://www.supplynetwork.com.au/governance.htm and whether a performance evaluation was undertaken for the reporting period in accordance with that process in our Corporate Governance Statement at: http://www.supplynetwork.com.au/governance.htm	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
1.7	A listed entity should: (a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	☒ and we have disclosed the evaluation process referred to in paragraph (a) in our Corporate Governance Statement at: http://www.supplynetwork.com.au/governance.htm : and whether a performance evaluation was undertaken for the reporting period in accordance with that process in our Corporate Governance Statement at: http://www.supplynetwork.com.au/governance.htm	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons 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 are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.	☒ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: …………………………………………………………………………….. [insert location] and the information referred to in paragraphs (4) and (5) at: …………………………………………………………………………….. [insert location] [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have a nomination committee and the processes we employ to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively in our Corporate Governance Statement at: http://www.supplynetwork.com.au/governance.htm	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership.	☐ and we have disclosed our board skills matrix at: …………………………………………………………………………….. [insert location]	☒ set out in our Corporate Governance StatementOR Supply Network is compliant with Recommendation 2.2 from 1 July 2024. ☐ we are an externally managed entity and this recommendation is therefore not applicable

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
2.3	A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, affiliation or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position or relationship in question and 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 the board to be independent directors in our Corporate Governance Statement at: http://www.supplynetwork.com.au/governance.htm and, where applicable, the information referred to in paragraph (b) in our Corporate Governance Statement at: http://www.supplynetwork.com.au/governance.htm and the length of service of each director in our 2022 Annual Report at: http://www.supplynetwork.com.au/shareholder.htm	☐ set out in our Corporate Governance Statement
2.4	A majority of the board of a listed entity should be independent directors.	☐	☒ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.5	The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	☐	☒ set out in our Corporate Governance StatementOR ☐ 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 and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively.	☐	☒ set out in our Corporate Governance StatementOR Supply Network is compliant with Recommendation 2.6 from 1 July 2024. ☐ we are an externally managed entity and this recommendation is therefore not applicable

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
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 our values at: http://www.supplynetwork.com.au/governance.htm	☐ set out in 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 board or a committee of the board is informed of any material breaches of that code.	☒ and we have disclosed our code of conduct at: http://www.supplynetwork.com.au/governance.htm	☐ 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 informed of any material incidents reported under that policy.	☒ and we have disclosed our whistleblower policy at: http://www.supplynetwork.com.au/governance.htm	☐ 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 of any material breaches of that policy.	☒ and we have disclosed our anti-bribery and corruption policy at: http://www.supplynetwork.com.au/governance.htm	☐ set out in our Corporate Governance Statement

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons 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 non- executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.	☐ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: http://www.supplynetwork.com.au/governance.htm and the information referred to in paragraphs (4) and (5) in our Corporate Governance Statement at: http://www.supplynetwork.com.au/governance.htm [If the entity complies with paragraph (b):]	☒ set out in our Corporate Governance Statement Supply Network is compliant with Recommendation 4.1 from 1 July 2024.
4.2	The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO 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 management and internal control which is operating effectively.	☒	☐ set out in our Corporate Governance Statement
4.3	A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor.	☒	☐ set out in our Corporate Governance Statement

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1.	☐ and we have disclosed our continuous disclosure compliance policy at: …………………………………………………………………………….. [insert location]	☒ set out in our Corporate Governance Statement Supply Network is compliant with Recommendation 5.1 from 1 July 2024.
5.2	A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.	☒	☐ set out in our Corporate Governance Statement
5.3	A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation.	☒	☐ 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 its governance to investors via its website.	☒ and we have disclosed information about us and our governance on our website at: http://www.supplynetwork.com.au/governance.htm	☐ set out in our Corporate Governance Statement
6.2	A listed entity should have an investor relations program that facilitates effective two-way communication with investors.	☐	☒ set out in our Corporate Governance Statement Supply Network is compliant with Recommendation 6.2 from 1 July 2024.
6.3	A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.	☒ and we have disclosed how we facilitate and encourage participation at meetings of security holders in our Corporate Governance Statement at: http://www.supplynetwork.com.au/governance.htm	☐ set out in our Corporate Governance Statement
6.4	A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands.	☒	☐ set out in our Corporate Governance Statement

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
6.5	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	☒	☐ set out in our Corporate Governance Statement
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1	The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.	☐ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: …………………………………………………………………………….. [insert location] and the information referred to in paragraphs (4) and (5) at: …………………………………………………………………………….. [insert location] [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have a risk committee or committees that satisfy (a) and the processes we employ for overseeing our risk management framework holders in our Corporate Governance Statement at: http://www.supplynetwork.com.au/governance.htm	☒ set out in our Corporate Governance Statement Supply Network is compliant with Recommendation 7.1 from 1 July 2024.
7.2	The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the board; and (b) disclose, in relation to each reporting period, whether such a review has taken place.	☒ and we have disclosed whether a review of the entity’s risk management framework was undertaken during the reporting period holders in our Corporate Governance Statement at: http://www.supplynetwork.com.au/governance.htm	☐ set out in our Corporate Governance Statement

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
7.3	A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes.	☐ [If the entity complies with paragraph (a):] and we have disclosed how our internal audit function is structured and what role it performs at: …………………………………………………………………………….. [insert location] [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have an internal audit function and the processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control processes holders in our Corporate Governance Statement at: http://www.supplynetwork.com.au/governance.htm	☒ set out in our Corporate Governance Statement Supply Network is compliant with Recommendation 7.3 from 1 July 2024.
7.4	A listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does, how it manages or intends to manage those risks.	☒ and we have disclosed whether we have any material exposure to environmental and social risks holders in our Corporate Governance Statement at: http://www.supplynetwork.com.au/governance.htm and, if we do, how we manage or intend to manage those risks at: …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance Statement

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons 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 are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.	☐ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: http://www.supplynetwork.com.au/governance.htm and the information referred to in paragraphs (4) and (5) in our Corporate Governance Statement at: http://www.supplynetwork.com.au/governance.htm [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have a remuneration committee and the processes we employ for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive: …………………………………………………………………………….. [insert location]	☒ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
8.2	A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.	☒ and we have disclosed separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives in our Corporate Governance Statement at: http://www.supplynetwork.com.au/governance.htm	☐ 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 scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.	☒ and we have disclosed our policy on this issue or a summary of it in our Corporate Governance Statement at: http://www.supplynetwork.com.au/governance.htm	☐ set out in our Corporate Governance StatementOR ☐ we do not have an equity-based remuneration scheme and this recommendation is therefore not applicableOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons 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 language in which board or security holder meetings are held or key corporate documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the discussions at those meetings and understands and can discharge their obligations in relation to those documents.		☐ set out in our Corporate Governance Statement OR ☒ we do not have a director in this position and this recommendation is therefore not applicable OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
9.2	A listed entity established outside Australia should ensure that meetings 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 is therefore not applicable OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
9.3	A listed entity established outside Australia, and an externally managed listed entity that has an AGM, should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.		☐ set out in our Corporate Governance Statement OR ☒ we are established in Australia and not an externally managed listed entity and this recommendation is therefore not applicable ☐ we are an externally managed entity that does not hold an AGM and this recommendation is therefore not applicable

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