Ventia Services : Appendix 4G and Corporate Governance Statement

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Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures

Corporate Governance Council Principles and Recommendations

Name of entity

VENTIA SERVICES GROUP LIMITED

ABN/ARBN		Financial year ended:
53 603 253 541		31 December 2021

Our corporate governance statement1 for the period above can be found at:2

☐	These pages of our
annual report:
☒	This URL on our	https://www.ventia.com/who-we-are/corporate-governance
website:

The Corporate Governance Statement is accurate and up to date as at 23 February 2022 and has been approved by the Board.

The annexure includes a key to where our corporate governance disclosures can be located.3

Date:	23 February 2022
Name of authorised officer	Zoheb Razvi
authorising lodgement:	Group 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.

1. 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.
2. 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)

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Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES

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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 fullfor the wholeof 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	☒	☐ set out in our Corporate Governance Statement OR
	out:	and we have discussed this on pages 7 and 19 of our Corporate	☐ we are an externally managed entity and this recommendation
	(a) the respective roles and responsibilities of its board and
	Governance Statement.	is therefore not applicable
	management; and
	(b) those matters expressly reserved to the board and those	We have disclosed a copy of our Board Charter at this URL on our
	delegated to management.
	website athttps://www.ventia.com/who-we-are/corporate-
		governance
1.2	A listed entity should:	☒ and we have disclosed this on page 13 of our Corporate	☐ set out in our Corporate Governance Statement OR
	(a) undertake appropriate checks before appointing a director or	Governance Statement. Relevant information on Directors up	☐ we are an externally managed entity and this recommendation
	senior executive or putting someone forward for election as	for election is in the Notice of Meeting	is therefore not applicable
	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 we have disclosed this on page 13 of our Corporate	☐ set out in our Corporate Governance Statement OR
	and senior executive setting out the terms of their appointment.	Governance Statement.	☐ we are an externally managed entity and this recommendation
			is therefore not applicable
1.4	The company secretary of a listed entity should be accountable	☒ and we have disclosed this on page 15 of our Corporate	☐ set out in our Corporate Governance Statement OR
	directly to the board, through the chair, on all matters to do with	Governance statement and in the Directors' report of the	☐ we are an externally managed entity and this recommendation
	the proper functioning of the board.
	Annual report	is therefore not applicable

1. Tick the box in this column only if you have followed the relevant recommendation in fullfor the wholeof 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/").
2. If you have followed all of the Council's recommendations in fullfor the wholeof 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)

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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

r personal use only

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 fullfor the wholeof 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 in our Corporate Governance Statement OR
	(a) have and disclose a diversity policy;	and we have disclosed a copy of our diversity policy at:	☐ we are an externally managed entity and this recommendation
	(b) through its board or a committee of the board set	https://www.ventia.com/p/our-policies	is therefore not applicable
	measurable objectives for achieving gender diversity in the
	and we have disclosed the information referred to in paragraph (c)
	composition of its board, senior executives and workforce
	at:
	generally; and
	pages 28-30 of our Corporate Governance Statement.
	(c) disclose in relation to each reporting period:

1. the measurable objectives set for that period to achieve gender diversity;
2. the entity's progress towards achieving those objectives; and
3. either:
4. 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 reporting period, the measurable objective for achieving gender diversity in 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:	☒	☐ set out in our Corporate Governance Statement OR
	(a) have and disclose a process for periodically evaluating the	and we have disclosed the evaluation process referred to in	☐ we are an externally managed entity and this recommendation
	performance of the board, its committees and individual	paragraph (a) and whether a performance evaluation was	is therefore not applicable
	directors; and	undertaken for the reporting period in accordance with that process
	(b) disclose for each reporting period whether a performance
	on page 14 of our Corporate Governance Statement.
	evaluation has been undertaken in accordance with that
	process during or in respect of that period.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

r personal use only

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 fullfor the wholeof 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
1.7	A listed entity should:	☒	☐ set out in our Corporate Governance Statement OR
	(a) have and disclose a process for evaluating the performance	and we have disclosed the evaluation process referred to in	☐ we are an externally managed entity and this recommendation
	of its senior executives at least once every reporting period;	paragraph (a) and whether a performance evaluation was	is therefore not applicable
	and	undertaken for the reporting period in accordance with that process
	(b) disclose for each reporting period whether a performance	on page 14 in our Corporate Governance Statement, and on page
	evaluation has been undertaken in accordance with that	76-89 in our 2021 Annual Report.
	process during or in respect of that period.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

r personal use only

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 fullfor the wholeof 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 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1	The board of a listed entity should:	☒ and we have disclosed a copy of the charter of the committee at:	☐ set out in our Corporate Governance Statement OR
	(a) have a nomination committee which:	https://www.ventia.com/who-we-are/corporate-governance	☐ we are an externally managed entity and this recommendation
	(1) has at least three members, a majority of whom are	and the information referred to in paragraph (4) is set out on page 16	is therefore not applicable
	independent directors; and	of our Corporate Governance Statement available, and paragraph
	(2) is chaired by an independent director,	(5) on page 64 of our 2021 Annual Report.
	and disclose:
	(3) the charter of the committee;
	(4) the members of the committee; and
	(5) as at the end of each reporting period, the number
	of times the committee met throughout the period
	and the individual attendances of the members at
	those meetings; or
	(b) if it does not have a nomination committee, disclose that
	fact and the processes it employs to address board
	succession issues and to ensure that the board has the
	appropriate balance of skills, knowledge, experience,
	independence and diversity to enable it to discharge its
	duties and responsibilities effectively.
2.2	A listed entity should have and disclose a board skills matrix	☒ and we have disclosed our board skills matrix on pages 9-11 of	☐ set out in our Corporate Governance Statement OR
	setting out the mix of skills that the board currently has or is	our Corporate Governance Statement.	☐ we are an externally managed entity and this recommendation
	looking to achieve in its membership.
		is therefore not applicable
2.3	A listed entity should disclose:	☒	☐ set out in our Corporate Governance Statement
	(a) the names of the directors considered by the board to be	and we have disclosed the names of the directors considered by the
	independent directors;
	board to be independent directors on pages 8, 12-13 of our
	(b) if a director has an interest, position, affiliation or	Corporate Governance Statement
	relationship of the type described in Box 2.3 but the board	and, where applicable, the information referred to in paragraph (b)
	is of the opinion that it does not compromise the
	at:
	independence of the director, the nature of the interest,
	as above
	position or relationship in question and an explanation of
	why the board is of that opinion; and	and the length of service of each director at:
	(c) the length of service of each director.	as above

ASX Listing Rules Appendix 4G (current at 17/7/2020)

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