Enprise : Corporate Governance Code - 25 November 2020

Governance Code

ENPRISE GROUP LIMITED GOVERNANCE CODE

Interpretation

In this code

• Act mean the Financial Markets Conduct Act 2013
• Board means the board of directors of the company
• Business means the business of the company
• CEO means the chief executive officer of the company
• Chair means chair of the board
• Code means this Corporate Governance Code
• Company means Enprise Group Limited
• Deputy chair means the deputy chair of the board
• Listing Rules mean the listing rules of the NZX market
• Management means the management personnel of the company
• Members means members of the board
• Secretary means the board secretary or person normally exercising the functions of a board secretary
• Shareholders means the shareholders of the company

ENPRISE GROUP LIMITED CORPORATE GOVERNANCE CODE

The Board of Enprise has adopted the following Corporate Governance Code:

CORPORATE GOVERNANCE PRINCIPLES

1. Role of the Board
   The Board is responsible for directing the Company and enhancing its value for shareholders in accordance with good corporate governance principles.
2. Chairperson
   The Board elects a Chairperson whose primary responsibility is the efficient functioning of the Board.
3. Chief Executive Officer
   The Board appoints a Chief Executive Officer who is responsible for the management of the Company in accordance with the strategies approved by the Board.
4. Separation of Roles
   The Board endorses the separation of the roles of Chairperson and CEO.
5. Link with Performance
   The Board recognises that the quality with which it performs its functions is an integral part of the performance of the Company and that there is a strong link between good governance and performance.
6. Annual Review
   This Code outlines the corporate governance principles and guidelines in place to assist the Board in achieving its objective for the Company. The Board annually reviews the Code and reports to shareholders on implementation of the principles and guidelines of the Code and on any significant departures from the principles and guidelines.
7. Code of Ethics
   The Board recognises that high ethical standards and behaviours are central to good corporate governance and it is committed to implementing, reviewing and monitoring observance to a written Code of Ethics for the Company. The Code of Ethics applying as at the date of the adoption of this Corporate Governance Code are part of the current Corporate Governance Policies.
8. Information to New Directors
   On appointment to the Board, a director will be given a copy of this Code, any induction training determined by the Board as to the responsibilities of the directors and a comprehensive appointment letter covering the role of the Board, the Board's expectations of the director and any particular terms of his or her appointment.

Enprise Group Ltd	Level 2, 16 Hugo Johnston	T [phone]
NZBN 9429035151968	Drive, Penrose, Auckland,	www.enprisegroup.com
	1061, New Zealand

2 ROLE OF THE BOARD

1. Company's Objective
   The objective of the Company is to generate growth, corporate profit and shareholder gain while at the same time building our success on the success of our customers.
2. Direction of Company
   In pursuing this objective, the role of the Board is to assume accountability for the success of the Company by taking responsibility for the direction and management of the Company.
3. Main Functions of the Board
   The main functions of the Board are to:
4. 1. approve, and from time to time review, the Company's corporate mission statement;
   2. select and (if necessary) replace the CEO;
   3. ensure that the Company has adequate management to achieve its objectives and to support the CEO and that a satisfactory plan for management succession is in place;
   4. review and approve the strategic, business and financial plans prepared by management and to develop a depth of knowledge of the Company's business so as to understand and question the assumptions upon which such plans are based and to reach an independent judgment on the probability that such plans can be achieved;
   5. review and approve individual investment and divestment decisions which the Board has determined should be referred to it before implementation;
   6. review and approve material transactions not in the ordinary course of the Company's business;
   7. approve the appointments by, or at the request of, the Company (including its affiliates) to the boards of directors of subsidiary and associate companies;
   8. monitor the Company's performance against its approved strategic, business and financial plans and to oversee the Company's operating results on a regular basis so as to evaluate whether the business is being properly managed;
   9. ensure ethical behaviour by the Company, the Board and management, including compliance with the Company's Constitution, the relevant laws, listing rules and regulations and the relevant auditing and accounting principles;
   10. implement and from time to time review the Company's Code of Ethics, foster high standards of ethical conduct and personal behaviour and hold accountable those directors, managers or other employees who engage in unethical behaviours;
   11. ensure the quality and independence of the Company's external audit process; and

Enprise Group Ltd	Level 2, 16 Hugo Johnston	T [phone]
NZBN 9429035151968	Drive, Penrose, Auckland,	www.enprisegroup.com
	1061, New Zealand