The Board of Washington H. Soul Pattinson and Company Limited (WHSP, the Company) is committed to ensuring its policies and practices reflect good corporate governance and recognises that for its success an appropriate culture needs to be nurtured and developed throughout all levels of the Company.

This statement outlines the Company's Corporate Governance Practices in place at 31 July 2020. The practices are summarised into sections in line with the 8 core principles set out in the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations - 3rd edition.

The following persons were Directors of WHSP for the whole of the financial year

Mr Robert D Millner - Chairman

Mr Todd J Barlow - Managing Director

Mr Michael J Hawker AM - Lead Independent Director

Mrs Tiffany L Fuller

Mr Thomas C D Millner

Mr Warwick M Negus

Mr Robert G Westphal

Mrs Josephine L Sukkar AM was appointed as a Director on 14 July 2020.

Principle 1 - Lay solid foundations for management and oversight

The Board is ultimately responsible for the operations, management and performance of the Company. In discharging this responsibility, the Board delegates to senior management, whose role is to manage the Company in accordance with the directions and policies set by the Board. The Board monitors the activities of senior management in the performance of their delegated duties.

It is the responsibility of the Board to determine policies and practices and to satisfy itself that the Company is compliant with statutory, legal and other regulatory obligations.

Diversity

The Company values and respects the skills that people with diverse backgrounds, experiences and perspectives bring to the organisation. Diversity of thought is a key selection criteria for WHSP. The Company is committed to rewarding performance and providing opportunities that allow individuals to reach their full potential irrespective of background or difference. When appointing new staff or promoting people within the organisation the most suitably qualified candidates are selected. As a result, diversity is promoted throughout the organisation.

The Company has established a Diversity Policy to formalise its commitment to providing equal access to opportunities irrespective of background or difference. The policy may be viewed on the Company's website at www.whsp.com.au/policies. The policy governs the conduct of all directors and employees of the Company. WHSP as an active investor, engages with its investee companies to encourage and promote diversity throughout their organisations. The Company has adopted the ASX Corporate Governance Principles and Recommendations on diversity.

Gender Diversity

The proportion of women on the Board of Directors of the Company as at 31 July 2020 was 25% (2019: 14%). An additional female Director joined the Board of Directors during the year. The Board has undertaken to appoint a third female Director to the Board, either when the next Director retires, or before, when a suitable candidate is found. If an additional female Director is appointed before the next retirement the proportion women on the Board will increase to 33%. Following the resignation of a male Director this would rise to 38%. Candidates will continue to be assessed on their skills, knowledge and experience and on the relevance of these to the Company's needs. The proportion of women who were members of the Company's key management personnel increased following 31 July to 33% (2019: 0%).

Under Workplace Gender Equality Reporting, a senior executive is defined as a person who is involved in the strategic or high level decision making process within their business segment of the organisation. The Company had eight senior executives as at 31 July 2020 one of whom was female. WHSP's objective is to incrementally increase the proportion of women in senior executive positions as vacancies allow and suitably qualified candidates are available. The small number of senior executive positions within the organisation and the low turnover rate limits the opportunity to increase female representation in this area. The Board assesses the gender diversity objective and the Company's progress in achieving it at least annually

Board Reviews

The Chairman is responsible for monitoring and assessing the performance of individual Directors, each Board Committee and the Board as a whole. The Chairman meets with each Director and provides feedback regarding their performance. At this meeting each Director is invited to comment on the performance of the Board as a whole and the performance of other Directors. The Board as a whole continuously monitors the efficiency and effectiveness of its operations on an informal basis. Each Director's performance was assessed, as set out above, during the year. The Board periodically uses an external facilitator to conduct its performance reviews. Such a review was undertaken in 2019.

Contact:

Tel: +61 2 9210 7070

Fax: +61 2 9210 7077

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