WISR LIMITED — Governance Information 2021

Oct 28, 2021

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Wisr Limited ACN 004 661 205

CORPORATE GOVERNANCE STATEMENT

The Directors and Management of Wisr Limited ( Wisr or the Company ) are committed to conducting the business of Wisr and its controlled entities (the Group ) in an ethical manner and in accordance with the highest standards of corporate governance. The Company reports against the ASX Corporate Governance Principles and Recommendations (Fourth Edition) ( Recommendations ) and substantially complies with the Recommendations, to the extent appropriate to the size, life cycle stage and nature of the Group’s operations.

Consistent with the Company’s commitment to transparency in its dealings with stakeholders, this Corporate Governance Statement ( Statement ) has been prepared in respect of the financial year ending on 30 June 2021 ( Reporting Period ) and by reference to each recommendation contained in the Recommendations. The Statement was approved by the Company’s Board on 29 October 2021 and is current as at that date.

In this Statement, all references to the Company’s website are to www.wisr.com.au ( Website ).

The Board is committed to maximising performance, generating appropriate levels of shareholder value and financial return, and sustaining the growth and success of Wisr. In conducting business with these objectives, the Board seeks to ensure that Wisr is properly managed to protect and enhance shareholder interests, and that Wisr and its directors, officers and personnel operate in an appropriate environment of corporate governance. Accordingly, the Board has created a framework for managing Wisr, including adopting relevant internal controls, risk management processes and corporate governance policies and practices which it believes are appropriate for Wisr’s business and which are designed to promote the responsible management and conduct of the Company.

ASX Recommendation	ASX Recommendation	Status	Reference / Comment
Principle 1 – Lay solid foundations for management and oversight A listed entity should establish and disclose the respective roles and responsibilities of its board and management and how theirperformance is monitored and evaluated.
1.1	A listed entity should disclose: (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.	Compliant	The Board monitors the operational and financial position and performance of Wisr and oversees its business strategy, including considering and approving the Company’s strategic objectives and an annual business plan, including a budget. The Board has adopted a written charter (Board Charter) to provide a framework for its effective operation, which sets out: • the roles and responsibilities of the Board, including responsibility for overseeing the development of corporate strategy, reviewing and approving strategic and financial plans and monitoring implementation of strategic plans, oversight of Management, effective communication with and management of shareholders and other stakeholders, oversight of financial and capital management and external audit and compliance and risk management.; • the roles and responsibilities of the Chairman and Company Secretary; • the delegations of authority by the Board to committees of the Board, the CEO and other management of Wisr;

• the membership of the Board, including in relation to the Board’s composition and size and the process of selection and re-election of Directors, independence of Directors and conduct of individual Directors;

• the Board process, including the conduct of meetings;

• access to management and independent professional advice; and

• the Board’s performance evaluation process and independence reviews.

The management function is conducted by, or under the supervision of, the CEO as directed by the Board (and by officers to whom the management function is properly delegated by the CEO). Management must supply the Board with information in a form, timeframe and quality that will enable the Board to discharge its duties effectively. Directors are entitled to access senior management and request additional information at any time they consider appropriate. The Board collectively, and each Director individually, may seek independent professional advice, subject to the approval of the Chairman, or the Board as a whole.

1.2	A listed entity should:	Compliant	The Board is tasked with identifying individuals who may
	(a) undertake appropriate checks before appointing a person, or putting forward to security		be qualified to become new directors, having regard to such factors as it considers appropriate, including judgment, skill, diversity and business experience.
	holders a candidate for election, as a director; and		The current members of the Board were appointed following a formal process which included the identification
	(b) provide security holders with all material information in its		of suitable candidates, interviews and background and reference checks.
	possession relevant to a decision on whether or not to		The Company will provide information to shareholders
	elect or re-elect a director.		about Directors seeking re-election or new directors
			seeking election at a general meeting to enable them to
			make an informed decision on whether or not to elect or re-
			elect the Director, including their relevant qualifications and
			experience and the skills they bring to the Board; details of
			any other listed directorships held by the Director in the
			preceding 3 years; the term of office already served by the
			Director; whether the Director is considered to be
			independent; and a recommendation by the Board in
			respect of the election or re-election of the Director.
1.3	A listed entity should have a	Compliant	All Executive Directors and senior executives have entered
	written agreement with each		into written agreements with the Company.
	director and senior executive
	setting out the terms of their		Each of the Non-Executive Directors has received an
	appointment.		appointment letter from Wisr, confirming their respective
			roles and responsibilities as directors of a public listed
			entity.
1.4	The company secretary of a listed	Compliant	The Company Secretary is appointed by the Board and is
	entity should be accountable		accountable to the Board through the Chairman on all
	directly to the board, through the		matters relating to corporate governance and the proper
	chair, on all matters to do with the		functioning of the Board.
	proper functioning of the board.

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.	Compliant	The Company has adopted a Diversity Policy, which may be viewed on the Website. The Diversity Policy provides a framework to achieve Wisr’s diversity goals and promote its commitment to creating a diverse work environment where all individuals are treated fairly and with respect and where all individuals feel responsible for the reputation and performance of Wisr. The Board will oversee the implementation of the Policy and assess progress in achieving its objective. In April 2020, the Company’s Board set a target to achieve 30% female representation on the Board, within the Company’s executive management and throughout the Company’s employee base, within a period of three years. As at 30 June 2021, the proportion of female representation across the Company was as follows: - Board: 0 - Senior Executive (being the CEO and executives reporting to the CEO): 25% - Whole Organisation: 41%. . The Company has substantially progressed a director recruitment process and anticipates that Board diversity will be significantly enhanced in FY22. The Company was not in the S&P / ASX300 Index at the commencement of the Reporting Period.
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, in relation to each reporting period, whether a performance evaluation was undertaken inthe reporting	Compliant	The Board Charter provides that a review of the Board’s performance will be conducted on an annual basis. A performance evaluation of the Board, and an evaluation of each individual director, was undertaken in the Reporting Period.

	period in accordance with that process.
1.7	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of its senior executives; 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.	Compliant	The Board undertakes a periodic review of the performance of senior executives against appropriate key performance indicators, and this review was last undertaken in September 2021.
Principle 2 – Structure the Board to add value A listed entity should have a board of an appropriate size, composition, skills and commitment to enable it to discharge its duties effectively.
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.	Part- Compliant	The Company’s Board has established a Remuneration and Nomination Committee (RNC), to assist the Board in fulfilling its obligations in relation to remuneration and nomination matters and advise the Board on remuneration policies and practices within the Company. Given that the Board comprised 3 directors during the Reporting Period, the RNC had only 2 members, both of whom are independent directors. The committee is chaired by Mr Craig Swanger, who is an independent director. The Board considers the committee’s composition to be appropriate to the Company’s requirements and the fulfilment of the RNC’s mandate during the Reporting Period, and notes that the RNC’s composition will be expanded once further Board appointments are made. The RNC charter may be viewed on the Website. At the date of this Statement, the RNC is comprised of: • Mr Craig Swanger (Chair); and • Mr Chris Whitehead, who are assisted by relevant members of the management team, as required. The number of meetings of the RNC and attendance by members at those meetings is set out in the Company’s Annual Report for the Reporting Period.
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its	Compliant	The Board aims to be comprised of Directors who have, at all times, the appropriate mix of skills, experience, expertise and diversity relevant to Wisr’s business and the Board’s responsibilities.

membership.

The following table sets out the skills and experience considered by the Board to be important for its directors to collectively possess in order for it to effectively discharge its duties. The table reflects the appropriate matrix, as at 30 June 2021.

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The Board, via the use of its skills matrix, has assessed the relevant level of each competency on the Board and although collectively some competencies and skills have a higher expertise or skill level than others, the Board is of the opinion that collectively it has an adequate skill level for all competencies to discharge its duties.

In addition to the skills and experience set out in the diagram above, the Board considers that each Director has the following attributes:

• honesty and integrity;

• strategic thinking;

• • sufficient time to devote to Wisr’s business; • willingness to question and challenge; and • commitment to the highest standards of governance.

The Board considers that it has the necessary knowledge to identify the skills missing and required to complement the Board composition. The current Board is made up of members with a broad range of skills, expertise and experience, which the members of the Board believe is appropriate to ensure that it can carry out its obligations in accordance with its Charter and the requirements of good governance.

The skills matrix has further been used as the basis for identifying skills and experience being sought in candidates being considered in the Board recruitment process.

• 2.3 A listed entity should disclose: Compliant

• (a) the names of the directors considered by the board to be independent directors;

• (b) if a director has an interest, position, association 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,

During the year ended 30 June 2021, there were a total of three Directors on the Board. The Board of Directors as at 30 June 2021 comprised:

• Mr John Nantes (appointed Executive Chair on 7 June 2016);

• Mr Craig Swanger ( Non-Executive Director since 3 July 2015) and

• Mr Christopher Whitehead (Non-Executive Director since 18 September 2015).

The Board has considered the circumstances of Mr Nantes and has determined him to be a non-independent Director, as he was an Executive Director during the Reporting

	position, association or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.		Period. The Board considers all Non-Executive Directors to be independent. Subsequent to the Reporting Period, Mr Matthew Brown was appointed to the Board on 13 September 2021, and Mr Brown is considered an independent Director. A director is considered independent by the Company if the director is a non-executive director who is free of any business or other relationship that could materially interfere with the exercise of their unfettered and independent judgment or could reasonably be perceived to do so. In determining whether a director is “independent”, the Board refers to the Recommendations. In reaching the conclusions set out above, the Board considered the guidelines of materiality for the purpose of determining Director independence set out in the Board Charter and Box 2.3 of the Recommendations. The length of service of each Director is set out above and in the Company’s 2021 Annual Report.
2.4	A majority of the board of a listed entity should be independent directors.	Compliant	During the Reporting Period, the Board was comprised of three Directors, two of whom are considered to be independent - being Mr Craig Swanger and Mr Chris Whitehead. Subsequent to the Reporting Period, an additional independent director, Mr Matthew Brown, joined the Board. On this basis, a majority of the Board are independent directors.
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.	Not compliant	Mr Nantes, Chair of the Board, is not an independent Director as he occupied an executive position with the Company during the Reporting Period and is employed by a substantial shareholder of the Company. The Board has agreed that Mr John Nantes is the most appropriate director to hold the position of Chairman in light of his relevant experience and expertise, and notes that subsequent to the Reporting Period, Mr Nantes stepped down from his executive position. The positions of Chair and CEO are held by separate persons (Mr John Nantes and Mr Anthony Nantes respectively).
2.6	A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively.	Complying	The Company has an effective orientation programme for new Directors in place. In association with the annual Board review process, the Board considers professional development opportunities for individual directors and industry-relevant engagement opportunities for the Board and senior executives.
	Principle 3 – Act ethically and responsibly A listed entity should act ethically and responsibly
	A listed entity should act
3.1	A listed entity should articulate and disclose its values:	Compliant	The Board is committed to providing an ethical and legal framework within which the Company’s employees conduct Wisr’s business. The Wisr values are captured in the “About Wisr” section of the Website.

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.	Compliant	The Board has adopted a Corporate Code of Conduct, which is available on the Website, and which sets out the values, commitments, ethical standards and policies of Wisr and outlines the standards of conduct expected of the business and Wisr’s employees, taking into account Wisr’s legal and other obligations to its stakeholders. Any material breaches of the Code of Conduct are reported to the Board.
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. **	Compliant	The Company has adopted a Whistleblower Policy, which is available on the Website. Any material incidents reported under the Policy are reported to the Board.
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.	Compliant	The Board has adopted an Anti-Bribery and Corruption Policy, which is available on the Website. Any material breaches of the Policy are reported to the Board.
Principle 4 – Safeguard integrity in corporate reporting A listed entity should have formal and rigorous processes that independently verify and safeguard the integrity of its corporate reporting.
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	Compliant	Due to the size and composition of the Board during the Reporting Period, the Directors have not constituted a separate audit committee. The Board as a whole undertakes the oversight of financial and capital management and is responsible for reviewing and approving periodic financial reports and considering the removal or replacement of the external auditor. The auditor of the Company will be present at the Annual General Meeting to address any shareholder questions in relation to the audit and the auditor’s report. Subsequent to the Reporting Period, the Board announced the establishment of an Audit Committee, to be chaired by Mr Matthew Brown.

	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.
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.	Compliant	The Directors are committed to the preparation of financial statements that present a balanced and clear assessment of the Group’s financial position and prospects. In accordance with the Company’s legal obligations and Recommendation 4.2 of the ASX Recommendations, the CEO and Chief Financial Officer are required to provide a declaration to the Board in relation to the financial statements for each financial period, that complies with the requirements of sections 286,296 and 297 of the Corporations Act 2001 (Act), Corporations Regulations, relevant Reporting Standards and other mandatory professional reporting requirements and states that, in their opinion, the financial records of the Company 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. The Board has received these assurances prior to approving the financial statements for the Reporting Period and will seek these assurances prior to approving the financial statements for all quarterly, half-year and full year results.
4.3	A 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.	Compliant	The Company’s external auditor attends the annual general meeting and is available to answer shareholders’ questions about the conduct of the audit and the preparation and content of the external auditor’s report; accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit.
Principle 5 – Make timely and balanced disclosure A listed entity should make timely and balanced disclosure of all matters concerning it that a reasonable person would expect to have a material effect on the price or value of its securities.
5.1	A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1	Compliant	The Company has a documented Continuous Disclosure Policy which has established procedures to ensure compliance with ASX Listing Rule disclosure requirements and inform directors and Management of their obligations in relation to timely disclosure of material price-sensitive information. The Company Secretary, in conjunction with the Board, is responsible for managing Wisr’s compliance with its continuous disclosure obligations. A copy of the Continuous Disclosure Policy is available on the Website.
5.2	A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.	Compliant	All material market announcements released by the Company are provided to the Board prior to release.
5.3	A listed entity that gives a new and substantive investor or analyst	Compliant	If a new and substantive investor or analyst presentation is given, a copy of the presentation materials will be released

presentation should release a copy		on the ASX Market Announcements Platform ahead of the
of the presentation materials on the		presentation.
ASX Market Announcements
Platform ahead of the presentation.
Principle 6 – Respect the rights of security holders
ed entity should respect the rights of its security holders by providing them with appropriate information
and facilities to allow them to exercise those rights effectively.

	presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation.		on the ASX Market Announcements Platform ahead of the presentation.
A list	Principle 6 – Respect the rights of security holders ed entity should respect the rights of its security holders by providing them with appropriate information and facilities to allow them to exercise those rights effectively.
6.1	A listed entity should provide information about itself and its governance to investors via its website.	Compliant	The ‘Shareholders’ section of the Website is the primary medium providing information for all shareholders and stakeholders and it has been designed to enable information to be accessed in a clear and readily accessible manner. The ‘Shareholders’ section on the Website contains information relevant to shareholders and stakeholders, including:  all relevant announcements made to the market, including annual and half-year reports;  shareholder updates;  corporate governance policies and the Board and committee charters;  Company contacts;  information provided to analysts or media during briefings; and  the full text of notices of meeting and explanatory material. All corporate governance policies and the Board and committee charters adopted by the Board are available on the Website.
6.2	A listed entity should have an investor relations program to facilitate effective two-way communication with investors.	Compliant	The Board is committed to providing shareholders with sufficient information to assess the performance of Wisr and to inform shareholders of all major developments affecting the Company which are relevant to shareholders, in accordance with all applicable laws. To this end, the Company has adopted a Shareholder Communication and Participation Policy, a copy of which is available on the Website. The Board seeks to communicate with the Company’s shareholders by lodging all relevant financial and other information with ASX and publishing information on the Website. The Website contains information about Wisr, including media releases, key policies and charters. Shareholders are able to contact the Company through the Website and investor relations contact details are provided on all ASX market announcementmaterials.

6.3	A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.	Compliant	Shareholders are encouraged to attend the Company’s general meetings and notice of such meetings are given in accordance with the Company’s Constitution, the Act, and the ASX Listing Rules. The Company’s annual general meeting in particular is an opportunity for shareholders to receive updates from the CEO and Chair on Company performance, ask questions of the Board and vote on the various resolutions affecting the Company’s business. Shareholders are also given an opportunity at annual general meetings to ask questions of the Company’s auditors regarding the conduct of the audit and preparation and content of the auditor’s report. The date, time and location of the Company’s general meetings will be provided in the notices of meetings, and on the Website. Shareholders are encouraged to attend meetings via available technology when appropriate. In the event that they are unable to do so, they are encouraged to participate in the meeting by appointing a proxy, attorney or representative to vote on their behalf. The Company’s annual general meeting will be convened once a year. For general meetings of shareholders, a detailed agenda setting out resolutions to be considered, is included with the notice of meeting. The outcome of voting on resolutions at general meetings is released to the market via ASX after the conclusion of the meeting and posted on the Website.
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	Compliant	All resolutions at meetings of shareholders are decided on a poll rather than by a show of hands.
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.	Compliant	Investors are able to communicate with the Company electronically by e-mailing the Company Secretary. Investors are also able to communicate with the Company’s registry electronically by e-mailing the registry or via the registry’s website. Investors may also contact the Company via the “Contact” page on the Website. Wisr encourages its shareholders to receive company information electronically by registering their email addresses online with Wisr’s share registry, Computershare Limited.
	Principle 7 – Recognise and manage risk A listed entity should establish a sound risk management framework and periodically review the effectiveness of that framework.
	effectiveness of
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	Part- Compliant	The Board is responsible for ensuring that sound risk management frameworks and polices are in place. A formal Risk Management Committee (RMC) was established by the Board in June 2020, to assist the Board in carrying out its risk oversight, management and reporting responsibilities.

	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.		Given that the Board comprised 3 directors during the Reporting Period, the RMC had only 2 members, one of whom is an independent director. The committee is chaired by Mr Chris Whitehead, who is an independent director. The Board considers the committee’s composition to be appropriate to the Company’s requirements and the fulfilment of the RMC’s mandate during the Reporting Period, and notes that the RMC’s composition will be expanded once further Board appointments are made. The RMC charter may be viewed on the Website. At 30 June 2021, the RMC was comprised of: • Mr Chris Whitehead (Chair); and • Mr John Nantes, who are assisted by relevant members of the management team (in particular the Chief Risk Officer and Chief Operating Officer), as required. The number of meetings of the RMC and attendance by members at those meetings is set out in the Company’s Annual Report for the Reporting Period.
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.	Compliant	The Company’s risk management framework is integrated with its day-to-day business processes and functional responsibilities and is supported by the COO and a dedicated Chief Risk Officer. The Company RMC has been established to review the risk management framework and make recommendations to the Board on its appropriateness, on a regular basis. The Risk Management framework was reviewed during the Reporting Period and again subsequent to that period. The current version of the Risk Framework document is available on the Website. The RMC will review the Company’s overall risk managementframeworkatleast annually.
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 risk management and internal control processes.	Compliant	The Company does not at this time, have an internal audit function but does have a Compliance Officer whose responsibilities include reviewing compliance on an ongoing basis; reporting on compliance matters, including breaches, to the COO and to the CEO and separately to the Board; and acting on recommendations of the Board. Compliance matters are escalated to the Board or ASIC or other external parties when necessary. The RMC further reviews the effectiveness of the Company’s risk management and internal control processes and advises the Board accordingly.
7.4	A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.	Compliant	The Company’s goal is to create the foundations for a long- term, sustainable business which is respected, supported and welcomed wherever it operates. Health, safety, the environment and community are important to Wisr. This commentary details the Company’s exposure to material economic, environmental and social sustainability risks and how it manages these risks.

Economic sustainability risks

Economic sustainability is the ability of an entity to continue operating at an effective economic level over the long-term. A range of factors can influence the level of the Company’s economic sustainability, including the following:

• Financing risks

• Credit and fraud risk

• Regulatory and legal risks

• Financial and reporting risks

• Operational risks.

Environmental sustainability risks

Environmental sustainability is the ability of an entity to continue operating in a manner that does not compromise the health of the ecosystems in which it operates over the long-term.

Social sustainability risks

Social sustainability is the ability of an entity to continue operating in a manner that meets accepted social norms and needs over the long-term.

The RMC has considered the Company’s exposure to economic, environmental and social sustainability risks and, whilst it has not identified any material risks, it will continue to monitor and review these risk categories.

Principle 8 – Remunerate fairly and responsibly A listed entity should pay director remuneration sufficient to attract and retain high quality directors and design its executive remuneration to attract, retain and motivate high quality senior executives and to align their interests with the creation of value for security holders.

• 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

Part- The Company’s Board has established the RNC, to assist Compliant the Board in fulfilling its obligations in relation to remuneration and nomination matters and advise the Board on remuneration policies and practices within the Company.

Given that the Board comprised 3 directors during the Reporting Period, the RNC had only 2 members, both of whom are independent directors. The committee is chaired by Mr Craig Swanger, who is an independent director. The Board considers the committee’s composition to be appropriate to the Company’s requirements and the fulfilment of the RNC’s mandate during the Reporting Period, and notes that the RNC’s composition will be expanded once further Board appointments are made.

The RNC charter may be viewed on the Website. At the date of this Statement, the RNC is comprised of:

• Mr Craig Swanger (Chair); and

• Mr Chris Whitehead,

• who are assisted by relevant members of the management team, as required.

The number of meetings of the RNC and attendance by members at those meetings is set out in the Company’s Annual Report for the Reporting Period.

The Group’s Remuneration Policy is set out in the Annual Report, in the report of the RNC Chair.

	for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.
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.	Compliant	Details of the directors’ and key senior executives’ remuneration are set out in the Remuneration Report section of the Company’s 2021 Annual Report. The structure of Non-Executive Directors’ remuneration is distinct from that of executives and is further detailed in the Remuneration Report. The Annual Report may be viewed on the Website.
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.	Compliant	Wisr has established various incentive arrangements to assist in attracting, motivating and retaining management and employees, including general incentive payments under contracts of employment, and/or the grant of share rights or other awards under its Performance Rights Plan. The Company has adopted a Security Trading Policy which prohibits directors and restricted persons from using any derivatives or other products which operate to limit the economic risk of unvested Company securities. The Company’s Security Trading Policy may be viewed on the Website.