Corporate Governance Roadshow

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Corporate Governance Roadshow
10 May 2021
Transportation technology services company EROAD (NZX/ASX: ERD) attaches a copy of the
Corporate Governance roadshow that Chairman Graham Stuart and General Counsel Mark Heine will
be presenting to a number of investors over the following days.


Ends

This announcement has been authorised by the General Counsel, Mark Heine.
Contact:
Mark Heine
General Counsel
mark.heine@eroad.com


About EROAD
EROAD Limited (ASX: ERD; NZX: ERD) (“EROAD”) purpose is safer, more productive roads. EROAD
develops and markets technology solutions to manage vehicle fleets, support regulatory compliance,
improve driver safety and reduce the costs associated with operating a fleet of vehicles and
inventory of assets. EROAD has a proven SaaS business model and is experiencing continuing growth
in installed units and revenue. EROAD has operations in New Zealand, North America and Australia
with customers ranging in size from small fleets through to large enterprise customers. For more
information visit https://www.eroad.com/global/investors
.

EROAD
GOVERNANCE
ROADSHOW
MAY 2021
Graham Stuart, EROAD Chair • Mark Heine, EVP General Counsel and Company Secretary

IMPORTANT INFORMATION
The information in this presentation is of a general nature and
does not constitute financial product advice, investment advice
or any recommendation. Nothing in this presentation constitutes
legal, financial, tax or other advice.
This presentation may contain projections or forward-looking
statements regarding a variety of items. Such projections or
forward-looking statements are based on current expectations,
estimates and assumptions and are subject to a number of risks,
uncertainties and assumptions.
There is no assurance that results contemplated in any
projections or forward-looking statements in this presentation
will be realised. Actual results may differ materially from those
projected in this presentation. No person is under any obligation
to update this presentation at any time after its release to you or
to provide you with further information about EROAD.
While reasonable care has been taken in compiling this
presentation, none of EROAD nor its subsidiaries, directors,
employees, agents or advisers (to the maximum extent
permitted by law) gives any warranty or representation (express
or implied) as to the accuracy, completeness or reliability of the
information contained in it nor takes any responsibility for it. The
information in this presentation has not been and will not be
independently verified or audited.
NON-GAAP MEASURES
EROAD has used non-GAAP measures when discussing financial
performance in this document. The directors and management
believe that these measures provide useful information as
they are used internally to evaluate performance of business
units, to establish operational goals and to allocate Non-GAAP
measures are not prepared in accordance with NZ IFRS (New
Zealand International Financial Reporting Standards) and are not
uniformly defined, therefore the non-GAAP measures reported
in this document may not be comparable with those that other
companies report and should not be viewed in isolation or
considered as a substitute for measures reported by EROAD
in accordance with NZ IFRS. The non-GAAP measures are
not subject to audit or review. Definitions can be found in the
Glossary at page 135 of EROAD’s 2020 Annual Report.

CONTINUE
TO GROW
AND DELIVER
ON STRATEGY
DESPITE
DIFFICULT
MACRO-
ECONOMIC
CONDITIONS
CAPITAL RAISE SIGNED
VENTIAASX
largest Australian
enterprise customer
to accelerate
growth strategies
CONTRACTED
UNITS
despite COVID-19
(FY21: 126,203 FY20: 116,488)
8
%
EROAD
CLARITY DASHCAMS
%95.4
ASSET RETENTION
RAT E
Reflecting quality of service
and product offering
sold in March
to increase liquidity and
broaden investor base
LISTED
53
$
m
1,054

GRAHAM
STUART
2,3
BARRY
EINSIG
3
TONY
GIBSON
2,3
SUSAN
PATERSON
2,3
STEVEN
NEWMAN
Chairman
Appointed January 2018
Independent Director
Appointed January 2020
Independent
Director, Chairman of
Remuneration, Talent and
Nomination Committee
Appointed October 2009
Independent Director,
Chair of the Finance, Risk
and Audit Committee
Appointed March 2019
Executive Director / CEO
Appointed October 2007
1Chapman Tripp Corporate Governance – trends & insights publication November 2020, AICD Study, February 2018.
2Member of Finance, Risk and Audit Committee.
3
Member of Remuneration, Talent and Nomination Committee.
OUR BOARD
• Average tenure of director on
EROAD Board:
6.25 years
• Average tenure of directors on 
largest 75 companies on NZX:
5.8 years and on the ASX 100:
5.9 years
1
 

WHAT'S ON THE
BOARD'S AGENDA?
PERFORMANCECOMPLIANCE
FOCUSED ON THE
BIG PICTURE
Measuring the right things,
not just fi nancial metrics
Driven by purpose and setting
the tone from the top
Staying ahead of the business
and anticipating pinch points
• Delivery against plan
• Lead indicators on customer
satisfaction and retention
• Quality of revenue and ARPU
• Investment in R&D
• Staff engagement and
retention
• Recruitment of key roles and
organisational design
• Promoting an open and
engaged culture, acting
ethically and responsibly
• Sound risk taking culture and
eff ective risk management
• Conscious of cyber security
threats and protecting our
customers' privacy
• Ensuring a healthy and safe
work environment, including
monitoring COVID and
other risks
• Maintaining an up to date
industry awareness
• Making the business model
scalable
• Investing wisely in R&D
• Ensuring access to capital at
the right cost
• Board renewal and
management succession
planning

STRUCTURE
OF BOARD/
SUBCOMMITTEES
INVESTOR
RELATIONS
EROAD BOARD
• STRATEGIC DIRECTION • HEALTH & SAFETY
• GOVERNANCE FRAMEWORK/PRACTICES • CYBER SECURITY
• ESG • REPORTING OVERSIGHT
SHAREHOLDERS
CEO
LEADERSHIP TEAM
FINANCE, RISK AND
AUDIT COMMITTEE
• RISK MANAGEMENT
• INTERNAL CONTROLS
• EXTERNAL FINANCIAL
REPORTING
• AUDIT FUNCTION
REMUNERATION, TALENT
AND NOMINATIONS
COMMITTEE
• REMUNERATION
• PERFORMANCE MONITORING
• SUCCESSION PLANNING
• GENERAL PEOPLE MATTERS

ENSURING
WE HAVE THE
RIGHT SKILLS
AROUND THE
BOARD TABLE 
CEO/EXECUTIVE
LEADERSHIP
FINANCE/
RISK
TECHNOLOGY
(SAAS/SOFTWARE)
CUSTOMER/
MARKETING
M&A
INTERNATIONALINDUSTRYLISTED
INNOVATION/
GROWTH
BEEN ON THE
JOURNEY
• Board currently reviewing
Board skills, diversity and
succession planning
 

DIRECTOR
FEES
• When determining director fees, 
EROAD considers the median 
director fee levels for comparable 
listed companies in New Zealand
• To attract appropriately qualified 
overseas candidates, EROAD is
shifting to paying based on director
fees for comparable companies in the
market that the director is based in
COMPARABLE COMPANIES
Median NZ FeesMedian AU feesMedian US feesEROAD fees
Chair fees
NZ$ 128,000
AU$ 170,000US$ 118,500NZ$ 110,000
Non-executive director fees
NZ$ 70,000
AU$ 86,300US$ 90,250NZ$ 55,0005
4Barry Einsig’s fees have been included and are represented in NZD with exchange rates calculated as at 31/3/2020 and 31/3/2021
5Barry Einsig’s director fees were USD$96,000. This is consistent with director fee levels for comparable listed companies in the United States
$600,000
$500,000
$400,000
$300,000
$200,000
$100,000
Year 2016 2017 2018 2019 2020 2021
fee pooltotal fees paid
EROAD DIRECTOR FEES
4

EXECUTIVE
REMUNERATION
FIXED
REMUNERATION
EROAD’s policy is to set fixed remuneration in line with
external market trends, the intrinsic value of a job and
internal relativities.
SHORT-TERM
INCENTIVES
Based on group performance against shared team goals.
• 40% = performance against financial metrics;
• 60% = achievement of strategic program targets from
the annual plan
LONG-TERM
INCENTIVES
FY20-22 LTI plan: performance share rights have been issued 
(for nil consideration) to participants which convert to shares
(for nil consideration) if targets are met. The award is linked
to  growth in EROAD’s Total Contracted Units between 1 April
2019  and 31 March 2022.
• CEO remuneration earned for
FY20 was a total of $686,288,
comprising of a salary of
$590,000 and STI of $96,288. No
LTI was vested in FY20
• For FY21 the CEO remuneration
totaled $736,945.37 comprising of
a salary of $603,043.77 and STI of
$133,901.60
• After our recent dual listing,
EROAD will continue to
increase disclosure on executive
remuneration, including disclosure
on CFO remuneration in the FY21
Annual Report

EXECUTIVE
TEAM
STEVEN
NEWMAN
Executive Director/CEO
ALEX
BALL
Chief Financial Offi cer
MATT
DALTON
Chief Operating Offi cer
CASEY
ELLIS
President –
North America
NORM
ELLIS
Executive General
Manager, Enterprise
MARK
HEINE
EVP General Counsel
and Company
Secretary
MIKE
SWEET
Chief People Offi cer
SARAH
THOMPSON
Chief Product Offi cer
• Increase investment and
focus on key roles and
organizational design
• Appointment of new North
American President Casey Ellis
and creation of new Enterprise
Sales role which Norm Ellis has
transitioned to
• Tim Hogan appointed as
CTO from North America,
Billy Miller appointed to GM,
Insights & Innovation
TONY
WARWOOD
General Manager
ANZ Business
TIM
HOGAN
Chief Technology
Offi cer
BILLY
MILLER
General Manager,
Insights & Innovation

MATERIALITY MATRIX
6
6
7
7
8
8
9
9
10
10
Responsible use of
materials
Environmental impact/
Natural resources
Carbon emissions
Contribution to public
policy
Safer communities
Customer Safety
Outcomes
Occupational H&S
Diversity & equality
Talent acquisition &
retention
Ethical business practices
Sustainable financial
returns
Data privacy &
security
Customer relationships
Data integrity/reliability
Training &
development
OUR
ENVIRONMENT
OUR
COMMUNITIES
OUR
PEOPLE
OUR
COMMERCIAL
APPROACH
FOCUSING ON
WHAT MATTERS
TO OUR
STAKEHOLDERS  
• Recognise our role in providing
positive outcomes for the
communities we operate in and the
environment we share
• Last year committed moving towards
reporting against a recognised
sustainability reporting framework
• Made good progress, including
completing a materiality assessment
which will provide the foundation for
driving future improvements in our
sustainability efforts 

RISK
APPETITE
LEVEL
GROWTH
AND
STRATEGY
FINANCIAL
CUSTOMER
EXPECTATIONS
PEOPLE
REGULATORY
AND
GOVERNANCE
Very high
High
• Strategic risk
• Partnerships
and acquisitions
• Growth
constraints
• Innovation
• Capability
• Learning /
knowledge
Medium
• Regulatory
environment
Low
• Strategic
execution
• Working capital
• Cost of Capital
• Shareholder
liquidity
• Supply chain
and inventory
• Customer
interactions
• Product delivery
• Key roles,
single point
of failure
Very low
• IT and cyber
security
• Quality and
resilience
• Privacy
• Governance risk
No appetite
• Banking
covenants
• Product
compliance
• Health and
Safety
• Purpose and
values
• Illegal & Unethical
Behaviour
RISK APPETITE
• EROAD seeks to be a strategically
focused, risk aware but not risk
adverse organisation
• Appointed Risk & Compliance
Manager in FY21 to lead
implementation of risk appetite
and enterprise risk management
framework across the organization
• Increased focus on key risk areas,
including increased investment in
cybersecurity, privacy, scalability
of systems, key roles and retention
of talent

BOARD GENDER
DIVERSITY
PEOPLE LEADERS
DIVERSITY
FEMALE
20%
FEMALE
35%
AGE SPLIT
25-34
33%
35-44
32%
45-54
20%
55-64
11%
18-24
4%
65+
0%
OUR PEOPLE
AND DIVERSITY
• EROAD encourages and values the
unique experiences, skills and
background of its people
• It continually strives to create an
inclusive, collaborative and open
space where people feel safe and
empowered to think diff erently to
create new ideas
• Helping bravely solve customers’
complex problems  

GLOBAL HEAD OFFICE
AND ANZ HEADQUARTERS
260 Oteha Valley Road, Albany
Auckland, New Zealand
www.eroad.co.nz
NORTH AMERICAN
HEAD OFFICE
7618 SW Mohawk Street
Tualatin, OR 97062, USA
www.eroad.com
AUSTRALIA
Level 36, Tower 2, Collins Square
727 Collins Street, Docklands
VIC 3008, Australia
www.eroad.com.au
NZX: ERD • investors@eroad.com • eroadglobal.com/investors
For further information please contact:
Mark Heine, EVP General Counsel and Company Secretary
mark.heine@eroad.com • 027 973 2106