TasFoods : 2021 Corporate Governance Statement

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CORPORATE GOVERNANCE STATEMENT 2021

CONTENTS
PRINCIPLE 1	LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT .......................................................................................................................	2
PRINCIPLE 2 STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE...............................................................................................................................	7
PRINCIPLE 3 INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY ........................................................................................................	10
PRINCIPLE 4	SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS .....................................................................................................................................	12
PRINCIPLE 5	MAKE TIMELY AND BALANCED DISCLOSURE......................................................................................................................................................	13
PRINCIPLE 6	RESPECT THE RIGHTS OF SECURITY HOLDERS ....................................................................................................................................................	14
PRINCIPLE 7	RECOGNISE AND MANAGE RISK .........................................................................................................................................................................	16
PRINCIPLE 8	REMUNERATE FAIRLY AND RESPONSIBLY ..........................................................................................................................................................	18

This Corporate Governance Statement is accurate and up to date as at 28 February 2022 and has been approved by the Board. It has been placed on the TasFoods website athttps://tasfoods.com.au/document_category/corporate_governance/#investor_nav.

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The Board of TasFoods Limited (the company) is responsible for the corporate governance of the Company and its subsidiaries (the Group). The Board guides and monitors the business and affairs of the Company on behalf of its shareholders.

This corporate governance statement benchmarks TasFoods Limited's corporate governance practices against the Fourth edition of the Australian Securities Exchange (ASX) Corporate Governance Council's Principles and Recommendations (ASX Principles), and where they do not conform, discloses the fact and the reasons why as required by ASX Listing Rule 4.10.3.

On a small number of occasions TasFoods Limited's practices do not fully comply with the ASX Principles, an example of this, is that an internal audit regime does not as yet exist. These incidents of not meeting the Principles are largely a function of the Company's size and the Board does not believe these have a negative impact on the Company.

The Company has also prepared an ASX Appendix 4G - Key to Disclosures which reports on the Company's compliance with each of the ASX Principles. This has been lodged with the ASX and can be viewed on the Company's website.

PRINCIPLE 1 LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

Board and management composition, roles and responsibilities

The Board consists at the time of this report of four Non-Executive Directors.

The role of the Chair and Managing Director/CEO were not at any time exercised by the same person. At the time of this report there is no longer a Managing Director.

During FY21, the Chair was designated as an Independent Director. In FY21 the Chair became the Executive Chairman of a substantial shareholder. The TasFoods Board considered this change and designated the Chair as a Non-Independent Director on 31 January 2022. At the same time, the Board appointed an Independent Deputy Chair.

The qualifications, experience and special responsibilities of the Board members are set out in the Company's Annual Report.

The Board of Directors (the Board), together with the management team, are collectively experienced in the management of listed companies and more particularly the Group's principal business activities.

The Board is responsible under its Charter for:

• providing leadership for TasFoods and setting values and standards of behaviour which align with our strategy and will assist delivery of long term growth;
• the overall corporate governance of TasFoods in accordance with its Governance framework, including setting strategic direction and the level of risk TasFoods is willing to tolerate;

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• approving and monitoring annual budgets and strategic plans;
• approving capital expenditure, capital management acquisition and divestments in excess of limits delegated to management;
• ensuring that adequate systems of internal controls, risk management and legal compliance are in place and monitoring them;
• reviewing the performance and implementation of corporate strategies and risk management by senior management;
• approving and monitoring financial and other reporting made to shareholders and the ASX under the continuous disclosure regime;
• ensuring the necessary resources are in place to meet objectives.

In addition to matters expressly required by law to be approved by the Board, the powers reserved to the Board include:

• Nomination and remuneration of directors;
• Appointment of Chair of the Board;.
• Appointment and remuneration of the Chief Executive Officer;
• Appointment of the Company Secretary;
• Membership and terms of reference of Board committees;
• Assessment of Board and Chief Executive Officer's performance;
• Any changes to the delegations matrix by the Board;
• The issue of any shares, options, equity instruments or other securities in the TasFoods Group;
• Approving:

1. Significant changes to TasFoods Group structure;

1. The acquisition, establishment, disposal or cessation of any significant business of TasFoods; o The budget annually;
   o The strategic plan;
   o Capital management initiatives including any dividends; o Accounting policies, financial statements and reports;
   o Remuneration and conditions including remuneration for the Executive Team; o The Policy Framework and Board approved policies within it;
   o Any matters in excess of the discretion that it delegated to the CEO and senior management under the Delegations matrix.

The Board Charter states that Directors may, with the consent of the Chair, seek independent professional advice at the expense of the Company on any matter connected with the discharge of their responsibilities. A copy of any advice so received will be made available to all Directors.

The Charter contains a section on the role of the Chair and the role of the Chief Executive Officer.

The Board has approved a Board Charter and a Delegations document. The Board Charter is on the Company's website.

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The Board meets formally monthly. To assist the Board to carry out its responsibility it has established the following Committees:

• Audit and Risk Committee; and
• Nomination and Remuneration Committee.

Each Board Committee operates under a Charter that is on the Company's website.

The number of meetings of the Board and each Committee during the year and the attendance at them were:

DIRECTOR#		BOARD	AUDIT AND RISK	NOMINATION &
		MEETING	COMMITTEE	REMUNERATION COMMITTEE
	Held		Attended	Held	Attended	Held during	Attended
	during			during		time on
	time on		time on		Board
	Board			Board
C Treasure1	14		14	6	6	4	4
B Swain1	14		14	6	6	4	4
J O'Hara2	8		8	2	2	0	0
J Murphy2	8		8	2	2	0	0
R McBain3	6		6	4	4	4	4
J Bennett4,5	10		10	6	6	4	4

1Mr Treasure and Mr Swain were on the Board for the entire financial year.

2Mr O'Hara and Mr Murphy joined the Board on 23 June 2021.

3Mr McBain resigned from the Board effective 22 June 2021.

4Ms Bennett resigned from the Board effective 1 October 2021.

5Ms Bennett was not a member of the Audit and Risk Committee or the Nomination and Remuneration Committee however attended the meetings as an invitee.

Board Skills and experiences

The Board is responsible for ensuring it is comprised of individuals who are best able to discharge the responsibilities of directors having regard to law and the best standards of governance.

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This will necessarily include undertaking background, police and other checks before appointing a person or putting them forward to security holders as a candidate for election as a director, as well as providing all material information in its possession relevant to a decision to elect or re-elect a director. The qualifications, experience and special responsibilities of the Board members are set out in the Company's Annual Report.

Terms of appointment

The Directors, Executives and Company Secretary have written agreements setting out the terms of their appointment. In the case of Directors their letters of appointment include obligations to disclose their interests, comply with key corporate policies, consult the Chair on any new roles, indemnity and insurance arrangements, right to access information and ongoing confidentiality obligations. Financial terms of the agreements are disclosed as is required in the Company's Annual Report.

Management roles and responsibilities

The Board has delegated to the Chief Executive Officer the authority to manage and control the day-to-day affairs of the Group and the implementation of the corporate strategy and budgets approved by the Board. The Chief Executive Officer is supported by a small team of executives.

Company Secretary

The Board has appointed a Company Secretary who is directly accountable to the Board, through the Chair, under the terms of her employment contract for all matters to do with the proper functioning of the Board. Each director is able to communicate directly with the Company Secretary and vice versa. The decision to appoint or remove the Company Secretary is made by the Board.

Diversity Policy

The Company has established a Diversity Policy which provides the written framework and objectives for achieving a work environment that values and utilises the contributions of employees with diverse backgrounds, experiences and perspectives, irrespective of physical and mental ability, socio-economic status, thinking styles, experience, education, ethnicity, language, age, gender, sexual orientation and religion. A copy of the Policy is on the Company's website.

The Board is responsible for developing, where possible, measurable objectives and strategies to support the framework and objectives of the Diversity Policy. The Board will be responsible for monitoring the progress of the measurable objectives through various monitoring, evaluation and reporting mechanisms.

The Board has not yet set any absolute objectives and strategies, however as a measurement of diversity, the Company provides the following information:

• Women are not currently represented on the Board;
• Women represent 50% of the Executive Team;
• The senior management team comprises of 27% women;
• Female employees represent 32% of the Company's workforce;
• Employees born outside of Australia represent 23% of the Company's workforce.

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