Corporate Governance Statement

Corporate
Governance
Statement
2019
The a2 Milk Company Limited

2019 Annual Report
thea2milkcompany.com
The a2 Milk Company Limited
Australian Registered Body Number 158 331 965 – Incorporated in New Zealand

Corporate governance
statement
We are committed to maintaining the highest
standards of corporate governance. Our corporate
governance framework has been established to
ensure that directors, officers and employees fulfil
their functions responsibly, whilst protecting and
enhancing the interests of shareholders.
We believe that good corporate governance
adds to the performance of the Company,
creates shareholder value and engenders the
confidence of the investment market.
This statement sets out the principal features
of our corporate governance framework
and governance practices which have been
developed with regard to:
• the NZX Corporate Governance Code;
and
• the ASX Corporate Governance Council’s
Corporate Governance Principles and
Recommendations (ASX Principles)
(third Edition). The ASX Principles
(fourth Edition) have been finalised and
take effect for the Company from 1 July
2020. However, the Board intends to
progressively adopt the ASX Principles
(fourth Edition) during the financial year
ending 30 June 2020.
For the financial year ended 30 June 2019
our corporate governance framework
complied with the recommendations in the
NZX Corporate Governance Code and the
ASX Principles (third Edition), except where
noted below.
ASX Principles
Recommendation 2.5 of the ASX Principles
states that the Chair of the Board should be
an independent director and, in particular,
should not be the same person as the
CEO (recommendation 2.9 of the NZX
Corporate Governance Code recommends
that where the Chair of the Board is not
independent, the Chair and CEO should
be different people).
The roles of Chair and CEO are not exercised
by the same individual. During the financial
year from 16 July 2018, the role of CEO was
held by the Managing Director, Jayne Hrdlicka.
However, the Board does not consider the
Company’s Chair, David Hearn, to be an
independent director in this financial year for
the purposes of the ASX Principles. This is
because the CEO previously had the capacity
to call on David from time to time to support
the Company’s business in Europe and the
UK in a limited executive role. This executive
role ceased in December 2018.
Considering his limited executive role during
the first half of this financial year, the Board
considered it appropriate that David should
retain his non-independent status for now.
David brings to the Board invaluable
perspective on the development of
consumer products markets globally.
The Board is confident that he exercises
an independent view and judgement in
his role as Chair and that the CEO has full
executive control and accountability in
the organisation.
The Board considers there is an appropriate
level of independent view and judgement
exercised by directors, including by Julia
Hoare as Deputy Chair, who is the lead
independent director.
This Corporate Governance statement
sets out our commitment to best practice
corporate governance in compliance with
the ASX Principles and the NZX Corporate
Governance Code. It is current as at 30 June
2019 (except where otherwise specified) and
has been approved by the Board.
2 The a2 Milk Company Corporate Governance Statement 2019

Role of the Board and
delegation of authority
The Board is responsible for the overall
governance and operations of the Company,
guiding the Company’s strategic direction,
monitoring risk, and overseeing the activities
of management. All issues of substance
affecting the Company are considered by
the Board, with advice from external advisers
as required.
The role and responsibilities of the Board
are set out in the Board Charter, available
on the Company’s website at www.
thea2milkcompany.com/about-us/
corporate-governance.
The Board delegates certain functions
to its three Committees (Audit and Risk
Management Committee, Remuneration
Committee and Nomination Committee).
The role of each of these Committees
is outlined in the ‘Board Committees’
section, below.
Board procedures ensure that all directors
have the information needed to contribute
to informed discussion on all agenda items
and effectively carry out their duties. Senior
managers make direct presentations to the
Board on a regular basis to give the directors
a broader contact with the leadership team.
Detail of members of the Board, and director
profiles including their skills, experience and
expertise relevant to their position, and the
period they have held office as a director,
can be found in the ‘Our directors’ section
of our 2019 Annual Report.
Role of Chair
The Chair’s role is set out in the Board
Charter and includes leading and managing
the Board so that it operates effectively, and
facilitating interaction between the Board
and the CEO.
Role of Chief Executive Officer
To enable the effective day-to-day
management and leadership of
the Company, the Board delegates
the management responsibilities of
the Company to the CEO. The CEO in
turn sub-delegates parts of that authority
to senior executives in the leadership team
to enable effective and timely decision
making. The Board meets regularly with
management to provide strategic guidance
for the Company and effective oversight
of management.
Role of Company Secretary
The Company Secretary is accountable
directly to the Board, through the Chair, on
all matters to do with the proper functioning
of the Board. Each director can communicate
directly with the Company Secretary and vice
versa. The role of the Company Secretary is
outlined in the Board Charter.
Board size, skills and structure
During the reporting period, the Board
comprised six directors (four independent
non-executive directors and two executive
directors, one of whom (the Chair) ceased
to be an executive during the period). The
Company’s constitution provides for a
minimum of four directors and a maximum
of eight, of which at least two must be
New Zealand residents to comply with the
NZX Listing Rules.
The Board has developed a board skills
matrix which sets out the diversity of skills
and experience that it has. The matrix, set
out in its collective form reflecting current
Board composition, can be found on page
43 of our 2019 Annual Report.
The Nomination Committee has considered
and is satisfied that the current composition
of the Board reflects an appropriate range
of skills, diversity of backgrounds and
experience for the Company to effectively
discharge its responsibilities, but continues
to review and consider Board composition.
Director independence
The Board Charter provides that the Board
will, where practicable, comprise a majority
of independent directors.
Director independence is initially assessed
upon each director’s appointment and
reviewed each year, or as required when a
new personal interest or conflict of interest
is disclosed. For this purpose, each director
is required to bring an independent view
and judgement to the Board and to declare
all actual or potential conflicts of interest
on an ongoing basis.
Any issue concerning a director’s ability to
properly act as a director must be discussed
at a Board meeting as soon as practicable,
and a director may not participate in
discussions or resolutions pertaining to any
matter in which the director has a material
personal interest.
In determining the independence of its
directors, the Board considers guidance
for independence, set out in the ASX
Principles, the NZX Listing Rules and the
NZX Corporate Governance Code. Based
on those rules and recommendations, a
director is considered to be independent
by the Board if he or she is a non-executive
director and free of any interest, position,
association or relationship that could
reasonably influence, or could reasonably
be perceived to influence, in a material
respect, his or her capacity to bring an
independent view to decisions in relation
to the Company, act in the best interests of
the Company and represent the interests of
the Company’s security holders generally.
Based on these measures, the Board
considers that the non-executive directors,
Julia Hoare, Warwick Every-Burns,
Jesse Wu, and Pip Greenwood, are
independent directors; and Peter Hinton
was an independent director.
Corporate Governance Statement 2019 The a2 Milk Company 3

Until 31 December 2018, Peter Hinton was
a Special Counsel at Simpson Grierson, a
New Zealand law firm which provided legal
services to the Company during the year.
Peter was not involved in providing legal
advice to the Company during the year. The
Board considers him to be independent and
is satisfied that Peter’s role with Simpson
Grierson does not interfere with his
independence.
The Board considers that, by virtue of
their executive roles in the Company,
David Hearn (who ceased to be an executive
in December 2018) and Jayne Hrdlicka
are not independent directors. Similarly,
prior to his retirement on 16 July 2018,
former CEO Geoffrey Babidge was not
an independent director.
Board committees
The Board has three standing committees
(the Committees) to facilitate and assist
the Board in fulfilling its responsibilities.
Other committees may be established from
time to time with specific responsibilities as
delegated by the Board. The composition
of the Committees as at, and throughout,
the financial year ended 30 June 2019 was
as follows:
MembersIndependent
Non-
executive
Audit and Risk Management Committee
Julia Hoare
(Chair)

Warwick
Every-Burns

Jesse Wu

Nomination Committee
Peter Hinton
(Chair)

Julia Hoare

David Hearn
*
Remuneration Committee
Warwick
Every-Burns
(Chair)

Peter Hinton

Jesse Wu

* David Hearn ceased to be an executive director
on 18 December 2019.
Peter Hinton retired as a director on
30 June 2019. Pip Greenwood, appointed
as a director on 1 July 2019, was appointed
Chair of the Nomination Committee and
member of the Remuneration Committee
from that date.
The Committees are governed by Charters,
which detail their specific functions and
responsibilities. The Charter for each
Committee is reviewed by the Board
annually. Copies of the Committee Charters
are available on the Company’s website at
www.thea2milkcompany.com/about-us/
corporate-governance.
The Committees make recommendations to
the Board. They have no decision-making
power except where expressly authorised
by the Board. The relevant qualifications
and experience of individual Committee
members are set out in the ‘Our directors’
section, page 38 of our 2019 Annual Report.
The Board Charter provides for the Board
to review and evaluate the performance
objectives, responsibilities, and processes and
procedures of each Committee on an annual
basis in accordance with such performance
measures as may be adopted from time to
time. The Charter of each Committee also
requires the Committee to review and assess
its performance, objectives, responsibilities,
and processes and procedures each year to
ensure that they are not unduly complex,
are designed to assist the Board in effectively
fulfilling its role and are delivering to a
high standard.
Attendance at Board and
Committee meetings
Details of director attendance at Board and
Committee meetings during the year ended
30 June 2019 are provided on page 44 of
our 2019 Annual Report.
Audit and Risk Management
Committee
The Audit and Risk Management
Committee’s responsibilities are set out
in its Charter, including to:
• ensure the Company meets its financial
reporting requirements, including the
preparation and release of yearly and
half-yearly financial statements;
• review the scope and outcome of the
external audit;
• review the effectiveness of the
Company’s internal controls regarding all
matters affecting the Company’s financial
performance and financial reporting,
including information technology security
and control;
• advise the Board on accounting policies,
practices and disclosures;
• review, with management, the adequacy
of the Company’s systems for identifying,
managing and monitoring the Company’s
key risks in accordance with the
Company’s Risk Management Policy;
• keep the Board informed of all significant
business risks by reviewing whether
the Group has any material exposures
to strategic, environmental and social
sustainability risks, and if so, to develop
strategies to manage such risks; and
• review any incident which indicates
a breakdown in the Company’s risk
management framework
The Committee may have in attendance
such members of management (including
the CEO and the CFO) or such other
persons (including the Company’s external
auditors) as it considers necessary to provide
appropriate information and explanations.
The Committee meets a minimum of four
times each year.
A working group of senior managers
reviews and reports to the Committee on
the integrity of all information reported in
the Annual Report.
The Audit and Risk Management Committee
regularly reports to the Board about the
Committee’s activities, issues and related
recommendations.
4 The a2 Milk Company Corporate Governance Statement 2019

Remuneration Committee
The Remuneration Committee meets as
required to advise the Board on the matters
outlined in its Charter, including to:
• review the remuneration of the CEO and
other senior executives as the Board may
determine; and
• make recommendations to the Board
in relation to the remuneration of the
non-executive directors.
The Charter stipulates that the Committee
will make recommendations to the Board,
but all decision-making authority in relation
to remuneration remains with the Board.
Remuneration packages are reviewed
annually. Independent external surveys are
used as a basis for establishing competitive
packages. A member of the Committee
must not be present for discussions at
a Committee meeting on, or vote on a
matter regarding, his or her remuneration.
Management may attend meetings only at
the invitation of the Committee.
Following each meeting, the Chair of the
Remuneration Committee provides a report
to the Board. The Chair is also required to
provide an annual report summarising the
Remuneration Committee’s activities during
the year and any related significant results
and findings.
The Company’s remuneration policies
for directors and senior executives and
managers are set out in the ‘Remuneration’
section of our 2019 Annual Report.
Nomination Committee
The Nomination Committee meets as
required to advise the Board on the matters
outlined in its Charter, including the
recommendation of new appointments
to the Board.
Every new director appointment that is
approved by the Nomination Committee
is considered and decided by the Board
as a whole, considering the range of skills
and experience (including matters such as
independence and diversity) that a potential
new director may offer the Board and the
ability to fully commit the time needed to
be effective as a director of the Company.
Following each Committee meeting,
the Chair of the Nomination Committee
provides a report to the Board. The Chair
is also required to provide an annual report
summarising the Nomination Committee’s
activities during the year and any related
significant results and findings.
Nominations, appointments
and ongoing education
The Company’s process for selection,
appointment and re-appointment of
directors is detailed in the Nomination
Committee Charter.
The objectives of the Nomination Committee
include to:
• assist the Board in planning the Board’s
composition and that of the Committees;
• advise and assist the Chair and the Board
(as applicable) to review the performance
of the Board, the Committees, the Chair
and individual directors;
• evaluate the competencies required
of prospective directors, identify those
prospective directors and establish their
degree of independence;
• develop succession plans for the Board; and
• periodically review the Company’s
Diversity Policy and annually review and
report to the Board on the Company’s
progress in meeting its current
measurable objectives with respect
to diversity, and the effectiveness of
the Company’s current measurable
objectives with respect to diversity,
including providing the Board with
recommendations as to any updates
that should be made to the measurable
objectives for ensuing reporting periods.
The Nomination Committee recommends
to the Board suitable candidates for
appointment as directors. The Committee
considers, among other things, the
candidate’s:
• experience as a director;
• skills, expertise and competencies,
and the extent to which those skills
complement the skills of existing
directors;
• contribution to diversity of Board
membership;
• degree of independence; and
• ability to devote sufficient time
to the directorship.
The Company undertakes appropriate
checks before the Board appoints a director,
or recommends a new candidate to
shareholders for election as a director. Such
checks have been undertaken in relation
to all current Board members, and will be
undertaken prior to appointment or election
of any new Board recommended director.
The Company provides sufficient
information to shareholders about
candidates standing for election for the first
time and directors seeking re-election at an
annual meeting to enable them to make
an informed decision on whether or not to
elect or re-elect the person, including their
relevant qualifications and experience and
the skills they bring to the Board, details of
any other material directorships or positions
currently held by the person, the term of
office already served by the director (if
applicable), the Board’s view on whether
the person is or will be considered to be
independent, and a statement by the Board
in respect of whether it supports the election
or re-election of the person.
On joining the Board, each director receives a
formal letter of appointment outlining his or
her duties and obligations, and participates
in an induction programme, which provides
such information and advice as may be
considered necessary or desirable relating
to his or her appointment to the Board.
To ensure ongoing education, directors are
regularly informed of developments that
affect the Company’s industry and business
environment, as well as company and legal
issues. Directors receive comprehensive
Board papers and briefing information
before Board meetings and have unrestricted
access to management and any additional
information they consider necessary to
perform their roles as directors effectively.
Directors are also encouraged to undertake
appropriate training to remain current
on how best to perform their duties
as directors.
A director may obtain independent
professional advice relating to the affairs of
the Company or his/her responsibilities as a
director or Committee member. Where the
director has the approval of the Board Chair
to obtain independent professional advice,
the Company will meet the reasonable costs
of such advice.
Corporate Governance Statement 2019 The a2 Milk Company 5

Performance review of the
Board, Board Committees and
individual directors
The Board recognises that the performance
of the Board and its Committees is pivotal to
the Company’s success and to the protection
of the interests of shareholders. The
Board regularly reviews and evaluates the
performance objectives, responsibilities, and
processes and procedures of the Board and
each Committee.
During the reporting period the Board
engaged a suitably qualified and highly
experienced consultancy firm to undertake
an extensive performance review of the
Board, its committees and individual
directors. The Board sought the review to
assist the Board to enhance its preparedness
for the future, optimise its performance and
fulfil its key functions across all areas of the
Board's responsibilities, including through its
oversight of:
• strategic and operational planning and
performance;
• risk management and compliance;
• financial management and external
reporting; and
• Board development, planning and
culture.
The review had regard to relevant
recommendations of regulatory bodies,
as well as emerging regulatory and
stakeholder issues. The Board is currently
working through the recommendations as
set out by the consultant.
Internal financial control
The Board, advised by the Audit and Risk
Management Committee, is responsible for
the Company’s overall system of internal
financial control.
The CFO is responsible to the CEO for
ensuring that all operations within the
Company comply with the Board approved
financial control policies.
Under its Charter, the Audit and Risk
Management Committee is responsible for
regularly reporting to the Board, including
the results of the Committee’s review of
the Company’s risk management and
internal control systems. The Board is also
required, under the Risk Management
Policy, to undertake an annual review of
the effectiveness of the Company’s risk
management and internal control system.
External auditor
The Board has established a framework for
the relationship between the Company and
the external auditor, which ensures that:
• recommendations made by the external
auditor and other independent advisers
are critically evaluated and, where
appropriate, applied;
• the ability of the external auditor to
carry out its statutory audit is in no
way impaired;
• consideration is given to what, if any,
services other than its statutory audit role
may be provided by the auditor;
• any other services provided by the
auditor, other than its statutory audit
role, are approved and monitored; and
• the Company has defined policies and
procedures in place as appropriate
internal controls to manage risk
effectively.
The external auditor is invited to attend the
annual meeting of the Company to answer
questions from shareholders in relation
to the audit.
Internal audit function
Deloitte Touche Tohmatsu acts as the
Company’s internal auditor, reporting
to the Audit and Risk Management
Committee. The internal audit programme
is focused on evaluating the effectiveness
of risk management, control and
governance processes.
CEO and CFO annual
declaration
In line with ASX Principle 4.2, the Audit
and Risk Management Committee and
the Board receive a declaration for each
reporting period from the CEO and CFO
in relation to the Company’s financial
statements, that in their opinion:
• the Group’s financial records have been
properly maintained;
• the consolidated financial statements
and accompanying notes comply with
generally accepted accounting practice in
New Zealand and International Financial
Reporting Standards; and
• the consolidated financial statements
and accompanying notes give a true and
fair view of the financial position and
performance of the Group.
This declaration is provided with an
assurance that the opinion has been
formed on the basis of a sound system
of risk management and internal control,
and that the system is operating effectively
with regard to the identification of material
financial reporting risk.
Corporate governance policies
The Company has adopted the following
policies, each of which has been prepared
having regard to the ASX Principles and
the NZX Corporate Governance Code and
which are available on the Company’s
website at www.thea2milkcompany.
com/about-us/corporate-governance.
The Board regularly reviews the
performance and effectiveness of the
Company’s corporate governance policies
and procedures and, if appropriate, amends
those policies and procedures or adopts
new policies or procedures, to uphold
the integrity of the Company’s corporate
governance framework.
6 The a2 Milk Company Corporate Governance Statement 2019

Code of Ethics
The Company expects its directors, officers
and employees to conduct themselves
in accordance with the highest ethical
standards of corporate and individual
behaviour. The Company’s Code of Ethics
is designed to set out the practices which
are necessary to maintain confidence in the
Company’s integrity. Directors, officers and
employees are required to comply with both
the spirit and letter of all laws which apply to
the Company and the principles of the code.
The Company requires all directors, officers
and employees who become aware of an
actual or suspected violation of the code
or wrongdoing by a director, officer or
employee to report to a nominated reporting
person. This process allows for confidential
reporting of any potential violation without
disadvantage to the employee.
Continuous Disclosure Policy
The Company has adopted a set of
procedures and guidelines to ensure that
it complies with its disclosure obligations
in accordance with all applicable legal and
regulatory requirements, including the NZX
Listing Rules and the ASX Listing Rules.
Subject to recognised exceptions, this
ensures the timely disclosure to the ASX and
the NZX of any information concerning the
Company which is not generally available
and which a reasonable person would
expect to have a material effect on the
price or value of the Company’s securities.
Risk Management Policy
The Company recognises that risk
management is an inherent part of growing
and developing the business, and that the
Company’s ability to identify and address
risk is central to achieving its corporate
objectives. Effective risk management
anticipates risk, develops strategies to
manage risk and enables the Company
to capitalise on opportunities that bring
value to shareholders. The Company’s
risk management programme assists the
Company to identify, assess, monitor and
manage its business risk, including any
material changes to its risk profile.
Ongoing risk management is a core
component of the management of the
Company. The Company’s risk management
approach is supported by:
• a robust risk governance framework
overseen by the Board and supported
by the Audit and Risk Management
Committee;
• a strong and experienced management
team with relevant expertise in local
markets;
• clearly articulated levels of authority and
approval processes;
• established risk identification tools
including the Group Risk Register;
• adequate external insurance cover in
place, appropriate to the Company’s size
and risk profile; and
• an internal audit function providing
supplementary review of the internal
control framework.
Under its Charter, the Audit and Risk
Management Committee is responsible
for providing assessments to the Board of
the adequacy, effectiveness and efficiency
of the Company’s risk management and
internal control process. The Board must
also annually, under the Risk Management
Policy, review the effectiveness of the
Company’s risk management and internal
control system. A review of the Company’s
risk management framework has been
conducted in the reporting period by the
Audit and Risk Management Committee.
While no significant changes were made
to the framework or policy, a number
of enhancements have been adopted
relating to risk categorisation and the risk
assessment criteria; and by prescribing
actionable mitigations.
Regular communication between
management and the Board supplements
the Company’s quality system, complaint
handling processes, employee policies and
standard operating procedures which are all
designed to address various forms of risks.
Identification of significant sources of risk
and our response to those risks can be
found in the ‘Risk management’ section on
page 32 of our 2019 Annual Report.
Shareholder Communication
Policy
The Company has adopted a Shareholder
Communications Policy which outlines the
Company’s approach and commitment to
effective communication with shareholders.
The Company uses numerous modes
of communication, including electronic
communication, to ensure that its
communications with shareholders are
timely, clear and accessible. The Company
provides investors with comprehensive and
timely access to information about itself
and its governance on its website at
www.thea2milkcompany.com. The
website includes copies of past annual
reports, results announcements, other NZX
and ASX announcements, media releases
and general Company information.
Shareholders are invited to attend the
Company’s annual meeting, either in person
or by representative. The Board regards
the annual meeting as an excellent forum
in which to discuss issues relevant to the
Company and accordingly encourages full
participation by shareholders. Shareholders
have an opportunity to submit questions to
the Board and to the Company’s external
auditor. Shareholders may also attend and
participate at the meeting virtually, via an
online platform provided by the Company’s
share registrar.
Diversity policy
The Company’s Diversity Policy, including
gender diversity goals, is discussed in the
’Putting people first‘ section on page 26 of
our 2019 Annual Report.
Corporate Governance Statement 2019 The a2 Milk Company 7

Securities Trading Policy
The Company’s Securities Trading Policy
applies to directors, employees and
contractors wishing to participate as
shareholders in the Company.
Under New Zealand and Australian
legislation, the insider trading laws
operate to prohibit people in possession
of non public price sensitive information
from dealing in securities or passing on
that information to other people who
may deal in securities. The Company’s
policy is designed to protect directors,
employees and their associates, as well as
the Company’s shareholders' against acts
of insider trading that, either willingly or
unknowingly, would disadvantage holders
of the Company’s securities.
The policy employs the use of blackout
periods to restrict directors, officers, senior
executives, and their associates, together
with other persons identified by the
Company from time to time, from trading
during times where sensitive, non-public
information may be held. In addition,
those persons must notify the Company
in advance of any proposed dealing in the
Company’s securities.
Under the terms of the policy, directors,
officers, senior executives and their
associates are prohibited from entering
into hedging transactions which operate to
limit the economic risk of their securities in
the Company (including under any equity-
based remuneration scheme) without
first obtaining written approval and must
notify the Company and receive written
clearance before engaging in any margin or
securities lending arrangements or granting
a security interest or other encumbrance
over Company securities.
Health and safety
The Company is committed to the health,
safety and wellbeing of its people. This
commitment starts with the Board. The
directors visit the Company’s sites to gain
first-hand understanding of the systems
in place, and health and safety reports are
reviewed at each Board meeting. Reporting
is focused not only on injuries but also safety
observations, which are an important part of
an improving health and safety management
system. During the year, there were two
lost time injuries and one medical treatment
injury, arising from two incidents.
The Company’s workplace health and safety
regime includes:
• a framework to assist the Board
and senior management with the
identification, control, reporting,
investigation and monitoring of health
and safety risks to the Group;
• use of qualified external consultants
to ensure compliance with relevant
laws in each jurisdiction and to identify
improvement opportunities;
• Board prioritisation of health and
safety performance, facilitated through
monthly formal review and Board
updates, to ensure a strong focus on
health and safety in the workplace is
maintained; and
• health and safety training and supervision
for employees.
Indemnities and insurance
The Company has provided Deeds of
Indemnity to all directors for potential
liabilities and costs they may incur for acts
or omissions in their capacity as directors of
the Company and its subsidiaries. Directors’
and officers’ liability insurance is in place for
directors and officers acting on behalf of
the Company.
Protocols in the event of a
takeover offer
The Board has established protocols that set
out the procedures to be followed in the
event of a takeover offer to assist directors
and management with the response to
unexpected takeover activity, including
governance, conflict and communications
protocols for takeover response.
8 The a2 Milk Company Corporate Governance Statement 2019

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