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Appendix 4G and Corporate Governance Statement

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Appendix 4G and Corporate Governance Statement 25 August 2021 Company Announcements Office Australian Securities Exchange Limited 20 Bridge Street SYDNEY NSW 2000 APPENDIX 4G AND CORPORATE GOVERNANCE STATEMENT Seven Group Holdings Limited (ASX: SVW) attaches the Appendix 4G and Corporate Governance Statement for the year ended 30 June 2021. This release has been authorised to be given to ASX by the Board of Seven Group Holdings Limited. Seven Group Holdings Limited is a leading Australian diversified operating and investment group with market leading businesses and investments in industrial services, media and energy. In industrial services, WesTrac Group is the sole authorised Caterpillar dealer in Western Australia, New South Wales and the Australian Capital Territory. WesTrac is one of Caterpillar's top dealers globally (by sales value). SGH owns Coates, Australia’s largest nationwide industrial and general equipment hire business. SGH also has a 69.9% shareholding in Boral, an international building products and construction materials group. In energy, SGH has a 30.0% shareholding in Beach Energy and has interests in oil and gas projects in Australia and the United States. In media, SGH has a 40.2% shareholding in Seven West Media, one of Australia’s largest multiple platform media companies, including the Seven Network, 7plus and The West Australian. Seven Group Holdings Limited | ABN 46 142 003 469 Level 30, 175 Liverpool Street, Sydney NSW 2000 | Postal Address: PO Box 745, Darlinghurst NSW 1300 Telephone +61 2 8777 7574 Rules 4.7.3 and 4.10.3 Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations Name of entity Seven Group Holdings Limited ABN/ARBN Financial year ended: 46 142 003 469 30 June 2021 Our corporate governance statement1 for the period above can be found at:2 These pages of our annual report: This URL on our www.sevengroup.com.au/who-we-are/corporate-governance website: The Corporate Governance Statement is accurate and up to date as at 25 August 2021 and has been approved by the board. The annexure includes a key to where our corporate governance disclosures can be located.3 Date: 25 August 2021 Name of authorised officer authorising lodgement: Warren Coatsworth, Company Secretary 1 “Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period. Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period. Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of Listing Rule 4.10.3. Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3. The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately. 2 Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable. 3 Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection. See notes 4 and 5 below for further instructions on how to complete this form. ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 1 Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our have disclosed this in our Corporate Governance Statement: reasons for not doing so are:5 PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT 1.1 A listed entity should have and disclose a board charter setting out: and we have disclosed a copy of our board charter at: (a) the respective roles and responsibilities of its board and www.sevengroup.com.au/who-we-are/corporate-governance management; and (b) those matters expressly reserved to the board and those delegated to management. 1.2 A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and (b) 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. 1.3 A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. 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. 4 Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with “insert location” underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate governance/charters/”). 5 If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it. ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 2 Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our have disclosed this in our Corporate Governance Statement: reasons for not doing so are:5 1.5 A listed entity should: ☐ Set out at page 4 of our Corporate Governance is an explanation (a) have and disclose a diversity policy; and we have disclosed a copy of our diversity policy at: why that is so under the heading “Diversity” that: (b) through its board or a committee of the board set www.sevengroup.com.au/who-we-are/corporate-governance “It is the Board’s ambition to achieve a diversity target of measurable objectives for achieving gender diversity in the 30 per cent at the Board level. The Board is mindful of and composition of its board, senior executives and workforce recognises the benefits of a Board comprising directors with generally; and and we have disclosed the information referred to in paragraph (c) a broad range of skills, experiences and perspectives to at: (c) disclose in relation to each reporting period: execute its responsibilities. The Board will continue to pages 27 to 31 of our 2021 Annual Report under the heading review its composition to ensure that it remains appropriate (1) the measurable objectives set for that period to “Diversity & Inclusion” for the Company, including with regard to gender diversity, achieve gender diversity; as it manages succession on the Board.” (2) the entity’s progress towards achieving those objectives; and (3) either: (A) the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or (B) 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.
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