Wingara : Corporate Governance Statement

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Wingara AG Limited ACN 009 087 469

(Wingara or Company)

Corporate Governance Statement

The board of directors (Board) is responsible for corporate governance of the Company. The Board considers good corporate governance a matter of great importance and aims for best practice in the area of corporate governance. This statement describes the main corporate governance practices of the Company.

In keeping with the spirit of the ASX Corporate Governance Principles and Recommendations 4th Edition ("Recommendations"), the Company has followed each recommendation where the board has considered the recommendation to be an appropriate benchmark for corporate governance practices, taking into account factors such as the size of the Company and the board, resources available and activities of the Company. Where the Company's corporate governance practices depart from the Recommendations, the Board has offered disclosure of the nature of, and reason for, the adoption of its own practice.

The Company's corporate governance policies and procedures are available on the Company's Website. https://wingaraag.com.au/

This Corporate Governance Statement was approved by the Company's board of directors (Board) on 27 July 2022 and is current as at that date.

		ASX Recommendations	Compliance		Comment
1.		Lay solid foundations for management and oversight
1.1		A	listed entity	should	Complies		The Board is responsible for the overall governance of the Company and the management of the
		disclose:				Company. The Board has adopted a written charter to clarify the roles and responsibilities of Board
		(a) the respective roles and			members. This charter addresses:
			responsibilities	of its			• the Board's composition;
			Board	and
					• the Board's role and responsibilities;
			management; and
					• the relationship and interaction between the Board and management;
		(b)	those matters expressly
				• the manner in which the Board monitors its own performance; and
			reserved to the	Board			• The role of the Board in identifying the expectations of Shareholders and the ethical and
			and those delegated to			regulatory obligations of the Company.
			management.
						The Board Charter formalises the functions and responsibilities of the Board. The Board is ultimately
						responsible for all matters relating to the running of the Company.
							The responsibilities of the Board include:

			ASX Recommendations		Compliance		Comment
											a) formulation, review and approval of the objectives and strategic direction of the Company;
											b) reviewing, monitoring and approving any related party transaction;
only											c) monitoring the financial performance of the Company by reviewing and approving budgets and
										results;
										d) approving all significant business transactions including acquisitions, divestments and capital
											expenditure;
											e) ensuring that adequate internal control systems and procedures exist and that compliance with
											these systems and procedures is maintained;
											f) overseeing workplace health and safety (WHS);
											g) review of performance and remuneration of Directors;
											h) review of performance and remuneration of the CEO/Managing Director; and
											i) the establishment and maintenance of appropriate corporate governance and ethical
use											standards.
										The Board has procedures to allow directors, in the furtherance of their duties, to seek independent
											professional advice at the Company's expense.
											Responsibility for the operation and administration of the Company is delegated by the Board to the
											senior management team. The Board must ensure that senior executives are appropriately qualified and
											experienced to discharge their responsibilities.
	1.2	A listed entity should:		Complies		The Company undertakes reference checks prior to appointing a director or putting that person forward
personalr			(a)	undertake		appropriate			as a candidate to ensure that person is competent, experienced, and fit to undertake the duties of director.
					The Company will provide relevant information to shareholders for their consideration regarding the
			checks			before
							attributes of candidates together with an indication of whether the Board supports the appointment or re-
			appointing a person, or
						election of a candidate.
				putting		forward	to
				security			holders	a
				candidate	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.
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		ASX Recommendations		Compliance		Comment
1.3	A listed entity should have a	Complies		The terms of the appointment of a non-executive director, executive directors and senior executives are
		written agreement with each			agreed upon and set out in writing at the time of appointment.
		director and senior executive
		setting out the terms of their
		appointment.
1.4	The company secretary of a	Complies		The Company Secretary is accountable to the Board through the Chairman on all corporate governance
		listed	entity	should	be			matters. The Company Secretary is generally responsible for carrying out the administrative and
		accountable directly to	the			legislative requirements of the Board and holds primary responsibility for ensuring that the Board
		Board, through the Chair, on			processes, procedures and policies run efficiently and effectively.
		all matters to do with the
		proper	functioning	of	the
		Board.
1.5	A listed entity should:			Complies		The Company has established a Diversity Policy, which may be viewed at
		(a) have and	disclose	a			https://wingaraag.com.au/investors/corporate-governance/(Website).
		diversity policy;						The Company is an equal opportunity employer and aims to recruit staff from as diverse a pool of qualified
		(b) through its	board or	a
				candidates as reasonably possible based on their skills, qualifications and experience.
		committee of the board
		set		measurable			The Board set a target to achieve an increase in female representation across the workforce of 10%,
		objectives for achieving			within three years.
		gender diversity in	the
		composition	of		its			The proportion of female representation across the Company as at 31 March 2022 is detailed below:
		board,		senior
		executives			and			•	Board: 0%
		workforce	generally;			• Senior Executive (reporting to the CEO): 17%
		and
								•	Whole Workforce: 7%
		(c) disclose in relation to
		each reporting period:		The Company was not in the S&P / ASX300 Index at the commencement of the Reporting Period.
	(1)	the	measurable
			objectives	set	for
			that	period		to
			achieve	gender
			diversity;
	(2)	the		entity's
			progress	towards

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ASX Recommendations	Compliance	Comment

achieving those objectives; and

1. either:
2. 1. 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
   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.

If the entity was in the S&P / ASX 300 Index at the commencement of the

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ASX Recommendations

Compliance

Comment

reporting

period,

the

measurable

objective

for

achieving gender diversity in

only

the composition of its board

should be to have not less

than 30% of its directors of

each

gender

within

a

specified period.

1.6

A listed entity should:

Complies

The performance of the Board and individual Directors of the Company is monitored and evaluated by

(a)

have

and disclose a

the Board. The Board is responsible for conducting evaluations periodically in line with the Board Charter.

use

process for periodically

Given the size of the Board, and changes to Board composition during the Reporting Period, a formal

evaluating

the

review of Board performance was not carried out.

performance

of

the

Board, its

committees

and individual directors;

and

(b)

disclose,

in

relation

to

each

reporting

period,

whether a performance

personalr

evaluation

was

undertaken

in

the

reporting

period

in

accordance

with

that

process.

1.7

A listed entity should:

Complies

The Board undertakes a periodic review of the performance of senior executives against appropriate key

(a)

have

and

disclose

a

performance indicators. Given the extensive changes made in the composition of the senior executive

team and the appointment of a new CEO during and shortly after the Reporting Period, a formal review

process for periodically

was not undertaken in the Reporting Period.

evaluating

the

performance

of

its

senior executives; and

(b)

disclose

for

each

reporting

period

whether a performance

evaluation

has

been

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