Sietel : Corporate Governance Statement

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Corporate Governance Statement

Dated: 30 September 2021

PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

1.1 A listed entity should disclose:

1. the respective roles and responsibilities of its board and management; and
2. those matters expressly reserved to the board and those delegated to management

The small nature of the company and its controlled entities lead to the board taking a proactive role in the decision making and performance management of the group under the guidance of the Chairman.

The role of the board and senior executives are not set out in prospective terms but left to the Chairman and Managing Director to determine based on their assessment of current circumstances and the competencies of board members and executives to achieve effective outcomes. The roles and expectations of those selected to manage is then communicated to them in face-to-face discussions.

From the guidelines for board responsibilities set out in the commentary to this recommendation the board takes responsibility for:

• overseeing the company, including its control and accountability systems
• providing input and final approval of management's development of corporate strategy and performance objectives
• reviewing, ratifying and monitoring systems of risk management, internal control, codes of conduct and legal compliance
• monitoring, appointing and removing senior executives and performance and implementation of strategy
• where appropriate providing sufficient resources to senior executives
• approving and monitoring the progress of major capital expenditure, capital management, acquisitions and divestures approving and monitoring financial and other reporting to external parties.

1. 2 A listed entity should:

1. undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and
2. 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.

The board is responsible for approving and providing all relevant material information on directors who will come before shareholders for election at the AGM.

1.3 A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.

The terms of each director's appointment is defined in the company's constitution. In addition the company and its subsidiaries have written agreements with its executive directors and senior executives.

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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.

The company secretary Richard Rees, who is also the managing director, is responsible for all matters to do with the proper functioning of the board and is directly accountable to the board.

1.5 A listed entity should:

1. have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity's progress in achieving them;

Sietel's diversity policy can be found on our website at www.sietel.com.au

1. disclose that policy or a summary of it; and

Please see (a) above.

1. disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity's diversity policy and its progress towards achieving them and either:

The current measurable objective is to achieve a minimum of 40% diversity in the chief entity by 2025, we are currently working towards this target.

1. the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined "senior executive" for these purposes); or
   Please see the "Information on Directors" section of the most recent annual report.
2. 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.
   Sietel Limited is not a "relevant employer" under the Act.

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1.6 A listed entity should:

1. have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and

The Board policy for determination of the nature and amount of remuneration for directors and senior executives is based on the yearly Chairman and Managing Director's assessment of individual's performance and the general overall performance of the company.

It is the stated policy that depending on this assessment, the level of remuneration may be increased or decreased after a review from its previous level.

The criteria on which individual performance is assessed are:

1. • technical knowledge and skills in light of current levels for the applicable occupation or profession
   • application by the individual of their knowledge and skills to their tasks
   • the ability and success in imparting their knowledge, skills and work ethic to personnel assigned to them
   • the ability to complete assignments successfully and in the allocated time
   • the ability to assist the company and or subsidiaries to achieve profitable short, medium and long term performance and growth by delivering customers with quality, competitively priced and innovative products and services.
2. disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

An internal evaluation of the directors and senior executives has been undertaken based on the performance of the company as a whole.

1.7 A listed entity should:

1. have and disclose a process for periodically evaluating the performance of its senior executives; and

Please see 1.6 (a) above.

1. disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

Please see 1.6 (b) above.

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PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE

2.1 The board of a listed entity should:

1. 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:

1. the charter of the committee;
2. the members of the committee; and
3. 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

1. 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.

The small size of the company leads to the existence of a small board, which does not lend itself to the formation of committees instead; the role of the nomination committee is carried out by the full Board.

The selection of senior executives and directors is based on direct knowledge of applicant's backgrounds making seamless induction, and allowing selected executives to participate in decision making at the earliest opportunity.

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 membership.

Please see the "Information on Directors" section of the most recent annual report.

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2.3 A listed entity should disclose:

1. the names of the directors considered by the board to be independent directors;
2. 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, position, association or relationship in question and an explanation of why the board is of that opinion; and
3. the length of service of each director.

The Board has no independent directors. The Chairman, Managing Director and the Non-executive director all have a relevant interest in the chief entity directly and indirectly, please see directors' interest disclosure in the most recent annual report for details. The board believes that increasing its size to include a number of independent directors is not warranted at this time of the company's development.

Independence is brought to bear through the Directors' commercial knowledge, experience and expertise. Directors have access to all staff and if required independent professional advice with the cost of the latter being funded by the Company provided prior approval of one other Director is obtained for the specific amount of the proposed expenditure.

The term in office held by each director at the date of this report is as follows:

Name	Term in office
Mr Delwyn G. Rees	54 years
Mr Richard Rees	39 years
Mr Geoffrey Rees	11 years

2.4 A majority of the board of a listed entity should be independent directors.

Please see 2.3 above.

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.

The role of the managing director is performed by Mr Richard Rees, while the role of chair is performed by Mr Geoffrey Rees.

Mr Geoffrey Rees is not an independent director, please see 2.3 above.

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.

The directors, with their many years of experience, have and still are involved in a number of diverse activities outside the day to day operations of the group companies.