Announcement PDF 18 November 2024 2024 Corporate Governance Statement and Appendix 4G Attached are the Elders Limited (ASX:ELD) 2024 Corporate Governance Statement and Appendix 4G. Further Information: Peter Hastings, Company Secretary, 0419 222 489 Authorised by: Elders Limited Board of Directors View this announcement on Elders’ Investor Hub. Elders Limited ABN 34 004 336 636. Registered Office: Level 10, 80 Grenfell Street, Adelaide SA Australia 5000 Corporate Governance Statement 2024 This corporate governance statement summarises the key elements of Elders’ governance framework and practices Elders Limited ABN 34 004 336 636 Elders Head Office Currie Street Approximately 1896 State Library of South Australia, PRG 631/2/475 2 2024 Elders Corporate Governance Statement Cotton Production – Griffith NSW, 2024 Corporate Governance Statement 3 Corporate Governance Statement Elders Limited is committed to maintaining an effective corporate governance framework, to facilitate sustainable growth, enhance shareholder value and promote stakeholder confidence. During FY24, Elders Limited (Elders) complied with all of the ASX Corporate Governance Council’s Principles and Recommendations, 4th Edition (ASX Recommendations). More information on Elders’ compliance with the ASX Recommendations can be found in the Appendix 4G available on our website, along with other complementary information such as key policies and charters discussed in this governance statement. This Corporate Governance Statement was approved by the Board and is current as at 18 November 2024. Corporate Governance Framework Elders’ Corporate Governance Framework is comprised of the rules, relationships, systems and processes through which authority is exercised and controlled. The diagram below represents Elders' FY24 board and committee structure, which is designed to address matters arising from the consolidated group. The components of Elders’ Corporate Governance Framework are discussed further in this Statement. ELDERS LIMITED BOARD Company Secretary Data Governance Committee CEO and Managing Director Disclosure Committee Audit, Risk and Compliance Committee Remuneration, People and Culture Committee Nomination and Prudential Committee Safety and Sustainability Committee Executive Committee Internal Auditor Management Audit, Risk and Compliance Committee External Auditor Credit Committee Management Safety and Sustainability Committee Business Development Committee Inclusion Committee Board Committees Management Committees Special Purpose / Project Committees External Audit Reporting Line to the Board Reporting Line to Board Committee 4 2024 Elders Corporate Governance Statement 1 Solid Foundations for Management and Oversight The Board Charter Elders’ Board of Directors (Board) has adopted a Charter that defines the responsibilities the Board has reserved for itself and those that are delegated to management. The Board Charter is available on our website. The key responsibilities of Elders’ Board include: Leadership Demonstrating leadership Appointing the Chair of the Board Appointing and removing Senior Executives, including the Chief Executive Officer Planning for Board, Chief Executive Officer and Senior Executive succession Strategy Collaboratively formulating Elders’ strategic direction with management Approving the strategic plan Overseeing management's implementation of strategy and performance of the Company Governance Monitoring effectiveness of Elders’ Governance Framework Satisfying itself that an appropriate framework exists for relevant information to be reported by management to the Board Culture and Conduct Risk Management Financial Oversight and Reporting Shareholder Relations Remuneration Performance Approving Elders’ Values and Code of Conduct Considering the social, ethical and environmental impact of Elders' activities and operations Overseeing the effectiveness of Elders' sustainability strategy and practices Setting measurable diversity objectives Overseeing employee relations Overseeing audit, compliance, resilience and risk management policies, frameworks and functions Setting the risk appetite within which management operate Appointing and removing the Head of Internal Audit Adopting recommendations of the Internal Auditor Approving and overseeing financial and other reporting, including financial, sustainability and governance reporting Confirming the appointment of the External Auditor and making recommendations to shareholders for the appointment or removal where necessary Adopting accounting policy changes Determining dividends Approving the annual operating budget and monitoring performance against that budget Approving and monitoring the progress of all material acquisitions, divestments, contracts and capital expenditure Approving capital raisings (debt or equity), capital reductions, buy-backs and other material corporate actions Overseeing communication with Elders’ shareholders and the investment community Monitoring shareholder relations Overseeing Elders’ processes for timely and balanced disclosure Satisfying itself that remuneration policies are aligned with Elders’ purpose, values, strategic objectives and risk appetite Determining remuneration of non-executive directors, within the limits approved by shareholders Determining the Chief Executive Officer’s remuneration and benefits. Approving remuneration and other benefits for senior executives Reviewing its own performance and the performance of its committees and individual directors Monitoring and assessing the performance of the Chief Executive Officer and Executive Team The Board Charter affirms each director's right to seek independent, professional advice relevant to Elders’ affairs, to assist them to carry out their duties as directors. Corporate Governance Statement Delegation to Management Under the Board Charter and in line with delegations permitted under Elders' Constitution, day-to-day management of Elders has been delegated to the Chief Executive Officer, who may further delegate various functions to other employees and subsidiary company boards. Elders has comprehensive delegations of authority that are periodically reviewed and the Board monitors the Chief Executive Officer’s performance on an ongoing basis. In line with the review process, a review of Elders' delegations of authority was conducted in FY24. The Chief Executive Officer and other senior executives are responsible for implementing Elders’ strategic plan in accordance with Elders’ values, Elders’ Code of Conduct, the annual operating budget and risk appetite. The Chief Executive Officer and other senior executives are also responsible for providing the Board with accurate information on Elders’ operations to enable the Board to perform its responsibilities. This includes information about financial performance, compliance with material legal and regulatory requirements and conduct that is materially inconsistent with Elders' values or Code of Conduct. Appointment and Re-Election of Directors The composition of the Board is reviewed annually and on an as-needs basis, to ensure it has the appropriate mix of expertise and experience for current and future circumstances. When a vacancy exists, or when the Board considers it would benefit from the services of a new director with particular skills, the Nomination and Prudential Committee selects candidates with appropriate expertise and experience for consideration by the Board. It may also seek advice from external consultants when selecting candidates for board positions. Each candidate is assessed in accordance with the Fit and Proper Person Policy (see further on this page) and makes a statement affirming they have sufficient time to fulfil their responsibilities as a director of Elders, including details of their other commitments. With regard given to a candidate's skills and competencies, independence and diversity, the Board appoints the candidate it determines is most suitable. That candidate must stand for election by shareholders at the next general meeting. Before a director is recommended for election or re-election, the Chair consults with the other directors regarding the candidate's effectiveness. The Board, assisted by the Nomination and Prudential Committee, then determines whether to recommend the candidate for election or reelection, including making an assessment of the relevant director’s independence. (Information about director independence is available on page 12 of this Statement.) To assist shareholders to make informed decisions regarding director elections and re-elections, information about a candidate's standing is included in Elders’ Notices of Meeting. This includes biographical details, qualifications, experience, skills, and other material directorships. The Notices also include information about whether the Board considers a candidate to be independent and the term the director has already served. Non-Executive Director Rotation At each Elders’ Annual General Meeting (AGM), the following directors must retire from office: • each director (other than the Managing Director) appointed by the Board since the last AGM • each director (other than the Managing Director) who will, at the conclusion of the meeting, have been in office for three or more years and three or more AGMs since they were last elected to office If no director retires under the above two rules, then at least one director (other than the Managing Director) must retire. Directors who retire in accordance with the above rules may stand for re-election. In this way, Elders ensures the rotation of directors standing for election or re-election each year. During the year, two non-executive directors were appointed by the Board and will stand for election at the 2024 AGM. Robyn Clubb will also stand for re-election at this year's AGM. Director rotation (and tenure) is shown in the table below. Director Date First Appointed Date Elected/ Last Re-Elected Ian Wilton 13 April 2014 15 December 2022 Robyn Clubb 21 September 2015 16 December 2021 Raelene Murphy 28 January 2021 16 December 2021 John Lloyd 1 December 2023 14 December 2023 Damien Frawley 1 August 2024 Resolution to Shareholders at 2024 AGM Glenn Davis 2 September 2024 Resolution to Shareholders at 2024 AGM Mark Allison 10 November 2009 Not Applicable (Managing Director) The requirements for director appointments and elections are detailed in full in Elders’ Constitution, which is available on our website. 5 Fit and Proper Person Policy Elders has a fitness and propriety regime for its directors, senior executives and other people designated as "responsible persons". The Fit and Proper Person Policy assists Elders to determine whether a candidate nominated for a responsible person position: • possesses the competence, character, diligence, honesty, integrity and judgement to perform the duties of the responsible person position • is not disqualified by law from performing their duties as a responsible person • either: – has no conflict of interest in performing the duties of a responsible person, or – if a conflict of interest exists, that it will not create a material risk the person will fail to perform the duties of the position • has sufficient time available to them to fulfil their responsibilities A person nominated for a responsible person position, including as a director or senior executive, is required to provide a Fit and Proper Attestation. These attestations are verified by: • confirming work history with referees • confirming qualifications with the issuing institution • completing bankruptcy and national criminal history checks • completing ASIC officer searches • checking against banned and disqualified persons registers • completing litigation searches • checking with professional industry bodies, clearing house or exchanges where the person is a member to ensure he/she has not been expelled or subject to disciplinary action • reviewing internal supplier, customer and shareholder records (candidates for director only) In addition, all responsible people make an annual declaration with respect to their ongoing fitness and propriety. This process provides Elders with assurance that existing and potential directors and senior executives satisfy appropriate fitness and proprietary standards to enable them to discharge their governance responsibilities. It also serves to protect Elders and the interests of shareholders by minimising the risk of appointing and employing people who are not fit and proper. The complete Fit and Proper Person Policy is available on our website. 6 2024 Elders Corporate Governance Statement Board Performance Reviews Review Method 2020 2021 2022 External Review Internal Review External Board Review External Director Review Completed Internal Committee Review External Director Review Commenced Board and Director Performance Assessment Upon the recommendation of the Nomination and Prudential Committee (discussed in detail in Section 2), Elders has adopted processes to assess the performance of the Board, board committees and individual directors. The Chair holds individual discussions with each director to discuss their performance formally at this time and informally as the need arises. When performance reviews are completed by an external party, the external party discusses performance of the Chair. When performance reviews are completed internally, the Chair of the Audit, Risk and Compliance Committee provides feedback to the Chair on his or her performance. In FY22, the Board adopted a new board performance review platform, aiming to: • track the Board's progression over time • benchmark its performance against other high-performing boards • identify opportunities and create an action plan towards continuous improvement • aid succession planning The review process involves surveys, debrief sessions, ranking of priorities and development of an action plan towards continuous improvement. Historically, formal reviews of board performance have been periodically undertaken by an independent consultant with experience in conducting board performance reviews. The table above details the method used for performance reviews over the past five years. The Nomination and Prudential Committee is responsible for ensuring the outcomes of these reviews are addressed appropriately. Board renewal has been a strong focus in FY23 and FY24, resulting in three new nonexecutive directors being appointed within the last 12 months. Due to this, the Board determined to postpone board, committee and director reviews until FY25. In addition to the formal review process, Elders' Board has a standing agenda item at each meeting to review the performance and conduct of the meeting, improve meeting efficiencies and ensure opportunities to reflect on the contributions made by directors and presenters. Senior Executive Performance Assessment The Non-Executive Directors are responsible for evaluating the performance of the Managing Director and Chief Executive Officer. Performance evaluations are based on specific criteria, including Elders’ business performance, and achievement of both Elders’ long-term strategic and individual performance objectives. Further information regarding the Chief Executive Officer's performance evaluation is set out in Elders' 2024 Remuneration Report, on pages 45 to 65 of the Annual Report. The Managing Director and Chief Executive Officer conducts an annual performance assessment for each member of the Executive Committee, which includes an assessment of performance against specific and measurable financial and non-financial performance criteria. For FY24, a performance evaluation of each member of the Executive Committee was carried out in accordance with this process. Details of Short-Term and LongTerm Incentive performance outcomes for executive KMP are set out in the Remuneration Report on pages 45 to 65 of the 2024 Annual Report. Director Agreements A formal letter of appointment, setting out the key terms and conditions of appointment, is entered into with each non-executive director. This letter of appointment forms an agreement under which the non-executive director is required, amongst other things, to: • disclose interests in any matters that could affect their independence and ensure they do not place themselves in a position that creates a conflict between their duty to Elders and any other interest • comply with key corporate policies, such as the Code of Conduct and Fit and Proper Person Policy • declare any current or potential conflicts of interest, including, but not limited to, other directorships, outside investments and other employment or engagements • adhere to confidentiality obligations This letter of appointment also specifies arrangements that enable the director to obtain independent professional advice relevant to Elders’ affairs and access, insurance and indemnity agreements. 2023 2024 Review postponed until FY25 due to recomposition of the Board in FY24 Senior Executive Agreements Each executive has a written contract of employment with Elders. The contract sets out conditions of employment, duties and responsibilities, remuneration and other key requirements. Executive employment contracts require: • evidence of qualifications, licences and the right to legally reside and work in Australia • disclosure of anything that may impact the executive's ability to perform their role, including any conflicts of interest • satisfactory results of any reference, criminal record or ASIC checks • that the executive comply with Elders' policies and procedures Company Secretary In accordance with Elders’ Constitution, company secretaries are appointed by the Board. Elders currently has two company secretaries to serve the Board, the Board’s committees and each subsidiary in the Elders’ group. This ensures that the Board is appropriately supported in governance and administration matters at all times. Under the Board Charter, the Company Secretary is accountable to, and reports directly to, the Board (through the Chair where appropriate) on all governance matters. All directors have unfettered access to the Company Secretary. The role of the Company Secretary includes: • advising the Board and its committees on governance matters • monitoring and ensuring that board policy and procedures are followed • co-ordinating preparation, finalisation and timely dissemination of board and committee agendas, papers and briefing materials • ensuring that the business at the Board and committee meetings is accurately captured in written minutes • assisting the organisation and facilitation of induction and professional development of directors Corporate Governance Statement Diversity at Elders Elders understands the need to support the different personal and professional commitments of its people, for their benefit and that of their families, their communities and society at large. We recognise the value of a diverse, equitable and inclusive workforce as a critical lever in attracting, retaining and leveraging a broader talent pool to most effectively deliver organisational results for the benefit of shareholders, employees and customers. We value the lived experience that diverse backgrounds bring to the workplace and strive to create a safe environment where everyone belongs and can thrive. We do this by recognising talent, promoting inclusion and celebrating diversity across the entire Elders group. Our Diversity, Equity and Inclusion Policy sets out the key elements of what makes a diverse, equitable and inclusive organisation. A copy of the Policy is available on our website. A number of other internal policies support our Diversity, Equity and Inclusion Policy, such as the Discrimination, Bullying and Harassment Policy; Flexible Working Arrangements Policy; Recruitment and Selection Policy; and Leave Policy. Measurable Diversity, Equity and Inclusion Objectives In FY21, Elders set new measurable diversity objectives. These new targets build on Elders' prior objectives and recognise that diversity, equity and inclusion incorporates significantly more than gender. Performance against the measurable objectives is shown below. In FY24, these measurable diversity objectives were supported by Key Performance Indicators (KPIs) for senior executives, including the Managing Director and Chief Executive Officer. Performance against these KPIs affects short-term incentives. Details of the KPIs and achievement against these targets are detailed in the Remuneration Report, commencing on page 45 of Elders' 2024 Annual Report. Elders also reports to the Workplace Gender Equality Agency annually. This report includes wide range of information about the composition of Elders' workforce and is available on our website. Key Insights • 90% of respondents to our annual survey agreed they feel able to be themselves at work, consistent with last year’s result and, importantly, a key driver of overall employee engagement and enablement • compared to FY23, employee engagement survey outcomes demonstrated positive progress in relation to employees being treated with respect; people being treated equally regardless of background or personal characteristics; perceptions of gender pay equity and people managers being held accountable for diversity goals • 87.5% of women who returned from parental leave were retained in flexible working arrangements • all Elders' executives, senior leaders and branch and state leadership teams completed Respect@Work training as part of our three-yearly comprehensive employee effectiveness survey. To further progress our diversity, equity and inclusion goals, the Inclusion Committee, an executive-level steering committee, has continued to develop strategy and associated actions. Three new working groups have been implemented to drive meaningful initiatives within the areas of: • gender equality • Indigenous engagement • inclusiveness. In accordance with an Executive Committee decision in September 2024, each of these working groups will include a cross representation of the business, including from People and Performance, Elders branch network, head office, senior leadership and communications. Expressions of interest will be collated to formalise each of the working groups. The Inclusion Committee will continue to meet twice a year to review the initiatives and progress of the working groups. In addition, diversity and inclusion has become a standing agenda item on monthly Executive Committee meeting agendas, with rotating deep dives into the activities of each working group. The activities undertaken in 2024 and moving forward will ensure the continued progress towards our targets. Next Steps Towards Diversity, Equity and Inclusion Beyond the focus on gender, we are continuing to promote diversity in all its forms. We are proud to report that: • Elders continues as a member of the Diversity Council of Australia • Elders engaged an external partner to support the development of an Indigenous engagement strategy, including six focus areas and an implementation plan • Elders conducted a deep dive into employee views on equity and inclusion Elders' Measurable Diversity, Equity and Inclusion Objectives Baseline (30 Sept 2021) 7 30 Sept 2022 30 Sept 2023 30 Sept 2024 Measurable Objective 1 Maintain the representation of women in non-executive director roles at 60% 40% or above by 30 September 2025 60% 75%^ 33% Measurable Objective 2 Maintain the representation of women in senior executive positions* at 40% or above by 30 September 2025 36% 27% 38% 22% Measurable Objective 3 Increase the representation of women in senior positions** to 25% by 30 September 2025 19%† 17% 20% 21% Measurable Objective 4 Increase the overall diversity of our workforce (including cultural background, sexual orientation, disability, impairment and caring responsibility) 33% 34%† 33% 39% Measurable Objective 5 Maintain the feeling of belonging by allowing people to be themselves at work (measured by employee engagement survey outcomes) 83% 90% 90% 90% * Senior executive positions are all positions in Elders' Executive Committee, including the Managing Director. ** Senior positions are Korn Ferry (Hay) level 16 and above ^ Ms Eilert resigned as a Non-Executive Director of Elders Limited effective 30 September 2023. As at 1 October 2023, representation of women in non-executive director roles was 67%. † A corporate standard for rounding has been adopted, resulting in changes to these numbers compared to those published in prior reports. 8 2024 Elders Corporate Governance Statement Sheepyards – Guyra NSW, 2024 Corporate Governance Statement 9 2 Board Structure for Effectiveness and Value Board Meetings Elders' Board met 14 times during FY24. The attendance of directors at these meetings is set out in the Directors' Report on page 43 of Elders’ 2024 Annual Report and shown below. Where a director is unable to attend a meeting either in person, by videoconference or phone (e.g. if they are unwell), the Chair or Chief Executive Officer endeavours to canvass their views on key matters in order to represent their views at the meeting. The Chief Financial Officer has a standing invitation to attend all board meetings. Relevant senior executives and management are invited to give presentations and inform the Board of important issues and developments within their area of responsibility. Meeting agendas are set by the Chair, in conjunction with the Company Secretary and Chief Executive Officer. All directors may suggest to the Chair that particular items of business be included in the agenda. Standing items at all full scheduled board meetings include non-executive director only and director only sessions; reports from key areas of the business, such as Safety, People and Performance, Finance, Business Development, Strategy, Systems Modernisation, Risk, Compliance, Legal and Company Secretarial; declarations of interest; continuous disclosure; and meeting reviews. Papers are distributed to all directors in advance of the meetings. Board Committees To increase the Board’s effectiveness and to allow it to spend more focused time on specific issues, the Board has four standing committees. These are: • Safety and Sustainability Committee • Nomination and Prudential Committee • Audit, Risk and Compliance Committee • Remuneration, People and Culture Committee. The roles and responsibilities of each Committee are set out in their respective charters, available on our website and summarised in this report. The Board reviews each charter periodically to ensure ongoing appropriateness. Board committee meetings are held at scheduled intervals during the year. Additional meetings are convened as required to consider matters of special importance or to aid the efficient functioning of the Board. Typically, committees are scheduled to meet prior to board meetings. Following each committee meeting, the Board receives a report from the committee chairs on deliberations, conclusions and recommendations. Draft minutes are circulated to all committee members for review and approval. Approved minutes are ratified at the following committee meeting before they are signed by the Chair. As membership of each committee currently includes all nonexecutive directors, committee minutes are not included separately in board papers. Nomination and Prudential Committee The Nomination and Prudential Committee has been established to: • assist with director selection, appointment and review practices, so that the Board: – has an effective composition, size, mix of skills, knowledge, experience and commitment to adequately discharge its responsibilities and duties, and add value to Elders and its shareholders – understands and can deal with current and emerging issues of the businesses of Elders – can effectively review and challenge the performance of management and exercise independent judgement, while ensuring a collegiate relationship among directors and senior management, including the Chief Executive Officer • ensure shareholders and other stakeholders understand and have confidence in Elders’ selection, appointment and review practices. FY24 Board Meeting Attendance 14 14 14 14 14 14 14 Meetings Attended 13 Meetings Held 11 11 2 2 1 Ian Wilton (Chair) Mark Allison Robyn Clubb Raelene Murphy 1. Commenced 1 December 2023. 2. Commenced 1 August 2024. 3. Commenced 2 September 2024. John Lloyd1 Damien Frawley2 1 Glenn Davis3 10 2024 Elders Corporate Governance Statement In accordance with the Nomination and Prudential Committee Charter (available on our website), the Committee must: • be comprised of at least three directors • have a majority of independent directors • be chaired by an independent director. The Nomination and Prudential Committee is responsible for regularly reviewing and making recommendations to the Board on matters shown in the table at the bottom of this page. The Nomination and Prudential Committee Charter also confirms the Board’s authorisation for the Committee to obtain: • from the Chief Executive Officer, such information as is required for the Committee to discharge its responsibilities under the Charter • where necessary, independent professional or other advice on such matters as the Committee may reasonably determine at the cost of the Company. As a condition stated in directors’ appointment letters, directors must discuss any new appointments as a director of any other entity with the Nomination and Prudential Committee prior to acceptance. The members of the Nomination and Prudential Committee and their attendance at meetings during the financial year are shown on page 13. The proportion of independent direct