CEO’S REPORT THE WAREHOUSE GROUP INTEGRATED ANNUAL REPORT 2019 OUR AND 18 CEO BOARD

OUR BOARD THE WAREHOUSE GROUP INTEGRATED ANNUAL REPORT 2019 19

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3. 3. left right: to Our CEO and Board from Nick Grayston (CEO), Balfour, Joan Tony Withers (Chair), Keith Smith, John Journee, Will Easton, Robbie Tindall, Raue. Julia OUR COMPANY OUR GROUP MANAGEMENT REPORT MANAGEMENT GROUP OUR COMPANY OUR GROUP MANAGEMENT REPORT MANAGEMENT GROUP

2. 2. TO OUR SHAREHOLDERS TO TO OUR SHAREHOLDERS TO OUR CEO AND BOARD OUR CEO 1. 1. OUR CEO AND BOARD THE WAREHOUSE GROUP INTEGRATED ANNUAL REPORT 2019 Sweet Louise Foundation Sweet LouiseFoundation Joan isaTrustee ofthe Airport. International New ZealandLimitedand positions atTelevision has previously heldChair ANZ BankNZLimited.Joan Limited, anddirector of The Warehouse Group of Mercury NZLimitedand rolesgovernance are Chair Fairfax Media.Hercurrent The RadioNetworkand holding CEOpositionsat media industry, previously 25 yearsworkinginthe 20 yearsandspentover director formore than Joan hasbeenaprofessional • • • OTHER DIRECTORSHIPS Committee • Committee • • • • INTERNAL up roles inthehealthsector. Pacific Islandstudentstaking South AucklandMaoriand increase thepercentage of committee workingto and isChairofasteering OUR Sweet LouiseFoundation ANZ BankNZLimited Mercury NZLimited(Chair) Health, SafetyandWellbeing People andRemuneration Disclosure Committee Audit &RiskCommittee Nomination Committee(Chair) Corporate Governanceand Non-Executive Director Chair &Independen Joan Withers MBA, CFinstD BOARD Board biosavailableat: 20

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Deputy Chair&Independen • • • OTHER DIRECTORSHIPS Committee • Committee • • • (Chair) • INTERNAL Australia and . Accountants Chartered the of President apast is Keith companies. private other several Holdings Limited and NZ Limited, Healthcare Mercury of adirector is and Limited (NZ) Goodman company listed of Chair is Keith exporting. and media printing, services, rural sector,including the energy industries, of range diverse a in companies to advisor and adirector as leadership of record long-standing 2011. May to a has He 1995 from Chair was and and advice, corporate providing accounting, tax in store 1982,initially first his opened Stephen Sir The Warehousewith since involved been has Keith www.thewarehousegroup.co.nz/about-us/board-directors Healthcare Holdings Limited Mercury NZLimited Goodman (NZ)Limited(Chair) Health, SafetyandWellbeing People andRemuneration Nomination Committee Corporate Governanceand Disclosure Committee(Chair) Audit &RiskCommittee Non-Executive Director Keith Smit BCom, FCA h

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Limited. Software Corporation Health SocietyandJade Cross Limited, Southern Television NewZealand Director forZEnergy, Julia isanIndependent Limited • • Limited • • OTHER DIRECTORSHIPS • • INTERNAL Year award in2009. the NewZealandCIOof 2015) andshewasawarded Air NewZealand(2007– Officerof Chief Information Previously, Juliawasthe for-profit inNewZealand. sectors, aswellnot- and localgovernment airline, telecommunications strategic planningacross the and business transformation technology,information experience indigitaland Julia hasextensive Jade Software Corporation Southern Cross HealthSociety Television NewZealand Limited Audit &RiskCommittee Committee (Chair) Health, SafetyandWellbeing Non-Executive Director CMinstD, GAICD Julia Rau Independen t e

(Alternate toSirStephenTindall) (Alternate Board meetings since his his since meetings Board attending been has Robbie him this during time. represents Robbie business. the from absence of leave a take to decided Tindall 2017 Stephen Sir October In • • • • OTHER DIRECTORSHIPS Committee • Committee • • • INTERNAL global. go to seek and grow they as companies and innovationtechnology Zealand’s exciting most New of –some in investing –and alongside working family investment company, a Limited, WOne K One for Today works he roles. merchandise and buying various in Warehouse The at years eight spending of Auckland before University the at Science and Arts studied Robbie in 2011.appointment Foundation ServicesLimited Franklin SmithLimited The TindallFoundation K OneWLimited Health, SafetyandWellbeing People andRemuneration Nomination Committee Corporate Governanceand Disclosure Committee Non Robbie Tindal - Executive Director BA, BSc l

BOARD SKILLS MATRIX THE WAREHOUSE GROUP INTEGRATED ANNUAL REPORT 2019

BEng Future Director Future 21 Renee Mateparae University. and ’productisation’ of and ’productisation’ these. At Spark, Renee has played a key leadership in the organisation’s role transition to Agile. Prior Renee worked to this role, for major organisations such as and Macquarie Group. Her earlier career in years included roles strategy transformations, customer experience, product strategy, product development, engineering and business optimisation. She also has previous governance experience, including as a director Limited with AUT Ventures Observer at and as Board PropertyNZ. Renee holds a Postgraduate Diploma in Business Administration and a Bachelor of Engineering (Automation and Control) Massey (Hons) from Renee is currently the Tribe the Tribe Renee is currently Connectivity Lead for Future at , in looking taking a lead role connectivity for future including mobile, Internet of Things, marketplaces, 5G and the technology

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Independen Will Easton Non-Executive Director Facebook Pty Limited Health, Safety and Wellbeing Health, Safety and Wellbeing OTHER DIRECTORSHIPS • and was previously Viceand was previously at Facebook President for Asia Pacific Emerging Markets. in his portfolio Other roles include Regional Director at Google for Mobile and Social in the Asia Pacific of and Director region in Sales at Microsoft the Consumer Products Division. Will has a passion industry and for the has worked closely with his throughout retailers He started his career career. with Coca-Cola as a Retail Sales Manager and believes more are that “there opportunities than risks in retailers provided retail, focus on improving designs”. organisational INTERNAL • Committee Will is a seasoned business leader and has an extensive of driving track record emerging across growth markets and technologies. Managing He is currently of Facebook for Director Australia and New Zealand

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BCom Independen Non-Executive Director Antony Balfou People and Remuneration Committee (Chair) Corporate Governance and Nomination Committee Health, Safety and Wellbeing Les Mills International Limited Limited (formerly Real Wayfare Journeys Limited)

INTERNAL • • • Committee OTHER DIRECTORSHIPS • • as the development of the rapidly growing company’s and retail eCommerce business units. His prior experience in includes senior roles Monster.com and Seek.com, both successful online sites. recruitment retail and eCommerce and eCommerce retail experience with a strong in a diverse track record range of industries. Most he was General recently, Manager (Markets) for Clothing with Icebreaker for the responsibility global business company’s units in New Zealand, Australia, USA, Canada, and Asia as well Europe Tony has extensive global Tony

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TO OUR SHAREHOLDERS TO OUR BOARD 1. Independen John Journe Non-Executive Director (Member, Advisory Board) Advisory Board) (Member, Vanishing Point Limited Vanishing Farmlands Society Colonial Motor Company Health, Safety and Wellbeing Health, Safety and Wellbeing Audit & Risk Committee BCom, CMinstD, MAICD • • • • Quantiful Limited • Committee OTHER DIRECTORSHIPS INTERNAL • and Australasian foodservice distributor Southern Hospitality. business development. John has also had CEO with Noel Leeming roles senior roles in operations, senior roles marketing, merchandise, international and sourcing Group, starting as a joint- Group, partner in 1990 venture through and progressing retailing. Over his 30-year retailing. he has spent 15 career years with The Warehouse fashion apparel, FMCG, fashion apparel, consumer electronics, telecommunications, hospitality and electricity executive experience sectors that span across general merchandise, John has had an extensive which includes career, retail OUR BOARD THE WAREHOUSE GROUP INTEGRATED ANNUAL REPORT 2019 MATRIX SKILLS BOARD 22

of corporategovernancefrom theirboards. business stakeholdersdeservethehigheststandards Governance playsacriticalrole inbusiness.All expertise. ‘secondary’ skillsintheirsuiteofexperienceand of whetherornotvariousskillswere ‘primary’or expertise. Directors thencompleted aself-assessment delivery ofGroup strategyand generalsubjectmatter categories: retail industryskills, skillsrelated tothe strategy. Thelistofskillswasgrouped intothree relevant todrivetheGroup’s three-to-five year key membersofthemanagementteamthatare attributes identifiedandagreed bytheChairand The assessmentconsistedofalistskillsand appointments. and willtakethemintoaccountinfuture director Directors intheseareas. We are mindfulofthese of skillssoare reliant onthoseofonlyoneortwo There are someareas where wedon’t havethedepth this timeoftransformationandbusinessdisruption. and bybuildingahigh-performanceculture through execution, brandmarketingandcustomerexperience the Group toachieveourstrategy, through great a highconcentrationofskillsinareas thatwilldrive a diversemixofskillsamongtheDirectors. There is relevant capabilityandgovernanceprocesses with holds manystrong attributes,includinghighly completed inFY19foundthefollowing:Board Our Board skillsanddiversityself-assessment INTEGRATED REPORTING THE WAREHOUSE GROUP INTEGRATED ANNUAL REPORT 2019 Tony Balfour 3 2 2 Julia Raue 23 Secondary skills Tenure 0 – 2 years 3 – 6 years 7+ years Tindall Robbie John Journee ADDITIONAL INFORMATION ADDITIONAL INFORMATION ADDITIONAL

3. 3. Will Easton Primary skills Keith Smith Ethnicity 6 European with NZ Euro some Tongan ancestry 2 Joan Withers OUR COMPANY OUR COMPANY OUR GROUP MANAGEMENT REPORT MANAGEMENT GROUP REPORT MANAGEMENT GROUP

Secondary skills 2. 2. Board Gender Board Female 2 Male 5 Primary skills TO OUR SHAREHOLDERS TO OUR SHAREHOLDERS TO Health and safety experience Iwi relationships and connectivity Iwi relationships experience and investor relations Shareholder HR / learning and development experience Large company leadership experience Large Finance / accounting expertise Audit committee / risk management experience Regulatory knowledge and experience Environment and Corporate Social Responsibility Environment experience Subject matter expertise Development and execution of business strategy Governance experience Innovation and entrepreneurism Government relations Union relations Specific to Group strategy Specific to Group Development of a high performance culture Senior leadership of change management at scale and business disruption experience Transformation Omni-channel retail experience Omni-channel retail Digital and technology experience experience sourcing Direct Logistics experience Relevant Board Skills to execute Group Strategy Group Skills to execute Relevant Board Industry specific industry the retail Operation experience in experience Brand, marketing and customer Financial markets experience The results of the assessment are reflected in the table below: in the table reflected of the assessment are The results BOARD SKILLS MATRIX BOARD 1. 1.