HT&E : Corporate Governance Statement

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HT&E LIMITED

A.B.N. 95 008 637 643

Corporate Governance Statement

onlyCorporate Governance

useStatement:

Annual Report 2021

1. CORPORATE GOVERNANCE STATEMENT

personalThe Board of HT&E Limited (Company) endorses good corporate governance practices and oversees an organisation-wide (Group) commitment to high standards of legislative compliance and financial and ethical behaviour, as set out in this Corporate Governance Statement. The Directors' overriding objective is to increase shareholder value within an appropriate framework that protects the rights and enhances the interests of all shareholders and ensures the Company is properly managed.

The Company has considered the best practice recommendations established by the Australian Securities Exchange (ASX) Corporate Governance Council Corporate Governance Principles and Recommendations

(4th Edition, February 2019) (ASX Recommendations) and has complied with those ASX Recommendations for the entire reporting period (year ended 31 December 2021), unless indicated otherwise (refer to paragraph 22 below). This Corporate Governance Statement should be read in conjunction with the Corporate Governance section of the Company's website and the Company's Annual Report.

Below is a description of the Company's main corporate governance practices and policies. A copy of this Corporate Governance Statement as well as the charters and policies referred to are all available on the Company's website (www.htande.com.au/corporate-governance/).

This Corporate Governance Statement has been approved by the Board and is current as at 23 February 2022.

2. BOARD ROLE AND RESPONSIBILITIES

ForThe Board is responsible for overseeing the long-term profitable growth of the Company. This is achieved through a process of regular reviews of strategy, operations and areas of risk.

The Board sets overall corporate policy and provides guidance for the Executive Key Management Personnel

(Executive KMP) (as defined in the Remuneration Report in the Annual Report) and oversight of policy execution.

The Board's role and responsibilities are set out in the Board Charter. The Board's role is to:

• represent and serve the interests of shareholders by overseeing and appraising the Company's strategies, policies and performance. This includes overseeing the resources the Company has in place to meet its objectives and reviewing management performance;

• protect and optimise Company performance and build sustainable value for shareholders in accordance with duties and obligations imposed on the Board by law and the Company's Constitution and within a framework of prudent and effective controls that enable risk to be assessed and managed;

• set, review and monitor compliance with the Company's values and governance framework (including establishing and observing high ethical standards and demonstrating leadership); and

• ensure shareholders are kept informed of the Company's performance and major developments affecting its state of affairs.

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HT&E LIMITED

A.B.N. 95 008 637 643

Corporate Governance Statement

The responsibilities of the Board include:

•	selecting, appointing and evaluating from time to time the performance of, determining the remuneration of, and
	planning succession of, the Chief Executive;
•	contributing to and approving management development of corporate strategy, including defining the Company's
only•	purpose, setting strategic objectives and approving operating budgets;
monitoring corporate performance and management's implementation of the Company's strategy and promotion
	of the Company's values;
•	approving the risk appetite within which the Board expects management to operate;
use	monitoring systems of risk management, internal control and legal compliance. This includes reviewing
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	procedures to identify the main financial and non-financial risks associated with the Company's businesses and
	the implementation of appropriate systems to manage these risks;
•	reviewing the Company's risk management framework at least annually to satisfy itself that it continues to be
	sound and that the Company is operating with due regard to the risk appetite set by the Board;
•	approving the annual operating budget, major capital expenditure, acquisitions and divestitures, and overseeing
personal	capital management, including approving dividend payments;
monitoring and reviewing management processes aimed at ensuring the integrity of financial and other reporting;
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•	approving financial reports, profit forecasts and other reports required at law or under the ASX Listing Rules to be
	adopted by the Board;
•	overseeing the Company's process for making timely and balanced disclosure of all material information
	concerning the Company that a reasonable person would expect to have a material effect on the price or value of
	the Company's securities;
•	approving the Company's Code of Conduct, and monitoring the Company's culture;
•	setting and reviewing the Company's governance policies;
•	approving the objectives for achieving diversity in the composition of the Board, senior executive team and
	workforce generally;
•	receiving information regarding material breaches of the Code of Conduct and Fraud Policy and reports of
	material incidents under the Whistleblower Policy;
•	satisfying itself that the Company's remuneration framework is aligned with the Company's purpose, values,
	strategic objectives and risk appetite;
•	reviewing the division of functions between the Board and management to ensure that it continues to be
For	appropriate to the Company's needs;
setting performance targets for the Chief Executive and Executive KMPs and considering performance against
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	those targets and the remuneration outcomes;
•	evaluating the performance of the Board and its Committees; and
•	performing such other functions as are prescribed by law or nominated by the Board from time to time.

Responsibility for the day-to-day operations of the Company is conferred on the Chief Executive who reports to the Board and provides the Board with information in relation to the conduct of the business of the Company, including compliance with material legal and regulatory requirements and any conduct that is materially inconsistent with the Code of Conduct. The Chief Executive exercises this responsibility in accordance with Board- approved annual operating budgets and reports to the Board at regular Board meetings.

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HT&E LIMITED

A.B.N. 95 008 637 643

Corporate Governance Statement

3. TERM OF OFFICE AND ELECTION

onlyA Director (other than any Managing Director) must retire from office at the third Annual General Meeting after being elected or last re-elected. If no Director is required to retire at an Annual General Meeting, then the Director with the longest period in office since being elected or last being re-elected must retire. Directors who retire by rotation are eligible for re-election at the Annual General Meeting. A Director appointed since the most recent Annual General Meeting holds office only until the next Annual General Meeting and is then eligible for election by shareholders.

The ASX Listing Rules and the Company's Constitution also specify that at least one Director (other than any Managing Director) must stand for election or re-election at each Annual General Meeting.

useInformation about a candidate standing for election or re-election as a Director is provided in the Company's Notice of Annual General Meeting and Annual Report to enable shareholders to make an informed decision on how to vote.

4. BOARD COMPOSITION AND QUALIFICATIONS

The Board determines the size and composition of the Board, subject to the terms of the Company's Constitution. The Company's Constitution specifies that there be a minimum of three and a maximum of nine Directors or such other number as determined by the Board from time to time by resolution.

personalIt is intended that the Board should comprise a majority of independent non-executive Directors and comprise Directors with a broad range of skills, expertise and experience from a diverse range of backgrounds.

The Board now consists of six members: five non-executive Directors and one executive Director (the CEO & Managing Director). Details of the names, qualifications, tenure, skills, experience and Board Committee memberships of the Directors and meeting attendances of Directors during the reporting period appear in the Annual Report.

5. BOARD SKILLS MATRIX

The Board believes it is important to ensure a strong mix of skills, experience and diversity on the Board to support the Company's future growth.

The Board has reviewed the skills and experience of the Directors and the following skills and expertise are collectively held by the Board:

Skills and experience

• media, advertising and marketing expertise;

• digital/online, technology and disruption expertise;

• strategic and operational expertise (across a range of industries); people leadership and business acumen;

experience in senior leadership, including on the boards of other significant listed companies and managing through periods of rapid change;

mergers and acquisitions/fundraising and capital management expertise;

audit/accounting skills with experience in financial accounting reporting, analysis of financial statements and internal financial controls;

risk, governance and compliance expertise; dispersed geographical experience; and diversity in thinking.

The Board continues to assess its composition to ensure a strong balance of skills, experience and diversity.

The Company's non-executive Director induction process includes the provision of an induction pack, briefings from the Chairman and certain Executive KMP (regarding the Company's business, strategy, financial position and corporate governance policies), meeting with other non-executive Directors, and visits to Company operations.

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HT&E LIMITED

A.B.N. 95 008 637 643

Corporate Governance Statement

Directors attend external education seminars and conferences including on topical industry trends and issues. In addition, the Company arranges presentations to the Board from key executives to update the Board on business activities, key issues and strategy. Directors are also expected to educate themselves on an ongoing basis to ensure they appropriately and effectively perform their duties.

6. BOARD CHARTER

The Board has adopted a Board Charter to outline the manner in which the Board's constitutional powers and
responsibilities will be exercised and discharged, having regard to principles of good corporate governance and
onlyapplicable laws. The Board Charter covers:
• Board composition, Board size and Director independence;
use	the role and responsibilities of the Board and Director responsibilities;
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• delegation of duties and powers to Committees and management; and
• Board process (meetings, Chairman and Company Secretary).
7.	BOARD PROCEDURE

The Board meets formally on a regular basis and Directors will use all reasonable endeavours to attend Board meetings. Meetings may be held in person or by use of technology. From time to time, meetings are held at the offices of divisional operations, enabling Directors to obtain increased knowledge of Company operations.

personal8. MEETING AGENDAS

Board meeting agendas are usually settled by the Chairman with input from the Chief Executive to ensure adequate coverage of financial, strategic and major risk areas throughout the financial year. The Chairman is responsible for ensuring adequate time is available for all agenda items, including strategic issues. Directors may add items to the agenda. At each Board meeting, there is time set aside for non-executive Directors to meet without management present.

9. COMPANY SECRETARY

The Board will appoint at least one Company Secretary who is responsible for co-ordination of Board business, including agendas, Board papers, minutes, and communication with regulatory bodies (including statutory and other filings). The Company Secretary is accountable to the Board, through the Chairman, on all matters to do with the proper functioning of the Board. All Directors will have direct access to the Company Secretary.

10. INDEPENDENT PROFESSIONAL ADVICE

As set out in the Board Charter, the Board collectively, and each Director individually, has the right to seek independent professional advice (at the Company's expense) to assist in the proper exercise of powers and discharge of duties as Directors, subject to the approval of the Chairman, or the Board as a whole.

Where prior approval of the Chairman is required, this would not be unreasonably withheld. In the case of the ForChairman, prior notice should be given to a majority of the non-executive Directors of the proposed engagement

f a professional advisor before any expenses are incurred, setting out the reasons the Chairman believes it appropriate (having regard in good faith to the views of the other non-executive Directors) before proceeding.

11. INDEPENDENCE OF DIRECTORS

In terms of assessing independence, Directors are considered to meet the threshold for independence if they are free of any interest, position, association or relationship that might influence, or could reasonably be perceived to influence, in a material respect their capacity to bring independent judgement to bear on issues before the Board and to act in the best interests of the Group and its security holders generally. Rather than applying materiality thresholds, materiality is assessed on a case-by-case basis.

In terms of longevity of time in office, the Board does not consider that independence can be assessed with reference to an arbitrary and set period of time, and the independence of any non-executive Directors who may have held office for some time, is considered on a case-by-case basis. The Company considers that its best interests and the best interests of its security holders are likely to be well served by the Company's mix of Directors, some with a longer tenure and deeper understanding of the Company and its business and others with a shorter tenure with fresh ideas and perspective.

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HT&E LIMITED

A.B.N. 95 008 637 643

Corporate Governance Statement

During the reporting period (year ended 31 December 2021), all the following current non-executive Directors of the Company were considered by the Board to be independent:

•	Hamish McLennan (Chairman);
•	Roger Amos;
•	Paul Connolly; and
•	Belinda Rowe.
only12. PERFORMANCE EVALUATION
As set out in the Board Charter, the Board is responsible for development and implementation of a process for
	valuating the performance of the Board and its Committees.
use
From time to time, including during the reporting period, the operation of the Board, its Committees and individual
Directors and their performance are discussed and, where appropriate, measures are taken to enhance their
effectiveness. The Company uses various methods to evaluate performance including interviews with Directors.
External advisors are also engaged to provide advice from time to time.
13. AGREEMENTS WITH DIRECTORS AND EXECUTIVE KMP

Directors are provided with written agreements setting out matters including their responsibilities, remuneration (including superannuation entitlements), disclosure obligations, requirement to comply with key corporate policies nd confidentiality obligations.

personalEach of these Committees consists entirely of non-executive Directors and each has its own formal charter setting out its role and any powers delegated to it by the Board. The Company regularly reviews its policies and charters, including during the reporting period, and where appropriate, such policies and charters are updated. Copies of the charters are available on the Company's website.

Each Executive KMP has a written employment agreement which sets out his/her position, duties and responsibilities, reporting line, circumstances in which their service may be terminated and any entitlements on termination.

Further details can be found in the Remuneration Report in the Annual Report.

14. BOARD COMMITTEES

The Board has established a number of Committees to assist in the execution of its duties and to allow detailed consideration of various issues. Current Committees include, among others:

• the Remuneration, Nomination and Governance Committee; and

• the Audit & Risk Committee.

Matters recommended by these Committees are submitted to the full Board for approval.

15. REMUNERATION, NOMINATION AND GOVERNANCE COMMITTEE

The Company has a Remuneration, Nomination and Governance Committee. During the reporting period, the
Remuneration, Nomination and Governance Committee consisted of the following independent non-executive
Directors:
For	Paul Connolly (Chair);
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•	Roger Amos;
•	Hamish McLennan; and
•	Belinda Rowe.

The Charter of the Remuneration, Nomination and Governance and the qualifications and experience of its members are available on the Company's website.

The number of the Remuneration, Nomination and Governance Committee meetings during the reporting period and individual attendances of the members at those meetings is available in the Annual Report.