Appendix 4G and Corporate Governance Statement

Rules 4.7.3 and 4.10.3
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 1
Appendix 4G
Key to Disclosures
Corporate Governance Council Principles and Recommendations
Name of entity
Michael Hill International Limited

ABN/ARBN Financial year ended:
25 610 937 598 26 June 2022
Our corporate governance statement
1
for the period above can be found at:
2

☐
These pages of our
annual report:

☒
This URL on our
website:
investor.michaelhill.com
The Corporate Governance Statement is accurate and up to date as at 26 June 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 September 2022
Name of authorised officer
authorising lodgement:
Emily Bird, 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.
2
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.
3
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.

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 2
ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
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
out:
(a) the respective roles and responsibilities of its board and
management; and
(b) those matters expressly reserved to the board and those
delegated to management.
☒
and we have disclosed a copy of our board charter at
investor.michaelhill.com


1.2 A listed entity should:
(a) undertake appropriate checks before appointing a director or
senior executive or putting someone forward for election as
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 senior executive setting out the terms of their appointment.
☒

1.4 The company secretary of a listed entity should be accountable
directly to the board, through the chair, on all matters to do with
the proper functioning of the board.
☒


4
Tick the box in this column only if you have followed the relevant recommendation in full for the whole of 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/”).
5
If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 3
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5

1.5 A listed entity should:
(a) have and disclose a diversity policy;
(b) through its board or a committee of the board set
measurable objectives for achieving gender diversity in the
composition of its board, senior executives and workforce
generally; and
(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:
(A) 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
(B) 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.
☒ and we have disclosed a copy of our diversity policy at
investor.michaelhill.com and we have disclosed the
information referred to in paragraph (c) in our Corporate
Governance Statement.

The company was not in the S&P / ASX 300 Index at the
commencement of the reporting period.


1.6 A listed entity should:
(a) have and disclose a process for periodically evaluating the
performance of the board, its committees and individual
directors; and
(b) disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.
☒ and we have disclosed the evaluation process referred to in
paragraph (a) in our Corporate Governance Statement, and
whether a performance evaluation was undertaken for the
reporting period in accordance with that process in our
Corporate Governance Statement.

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 4
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5

1.7 A listed entity should:
(a) have and disclose a process for evaluating the performance
of its senior executives at least once every reporting period;
and
(b) disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.
☒ and we have disclosed the evaluation process referred to in
paragraph (a) in our Corporate Governance Statement, and
whether a performance evaluation was undertaken for the
reporting period in accordance with that process in our
Corporate Governance Statement.

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 5
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
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:
(a) have a nomination committee which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
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.
☒ and we have disclosed the fact that we do not have a
nomination committee and the processes we employ 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 in our Corporate Governance
Statement.


2.2 A listed entity should have and disclose a board skills matrix
setting out the mix of skills that the board currently has or is
looking to achieve in its membership.
☒ and we have disclosed our board skills matrix in our Corporate
Governance Statement.


2.3 A listed entity should disclose:
(a) the names of the directors considered by the board to be
independent directors;
(b) if a director has an interest, position, affiliation or
relationship of the type described in Box 2.3 but the board
is of the opinion that it does not compromise the
independence of the director, the nature of the interest,
position or relationship in question and an explanation of
why the board is of that opinion; and
(c) the length of service of each director.
☒ and we have disclosed the names of the directors considered
by the board to be independent directors in our Corporate
Governance Statement; and, where applicable, the information
referred to in paragraph (b) in our Corporate Governance
Statement; and length of service of each director in our
Corporate Governance Statement.


2.4 A majority of the board of a listed entity should be independent
directors.
☒

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 6
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5

2.5 The chair of the board of a listed entity should be an
independent director and, in particular, should not be the same
person as the CEO of the entity.
☒

2.6 A listed entity should have a program for inducting new
directors and for periodically reviewing whether there is a need
for existing directors to undertake professional development to
maintain the skills and knowledge needed to perform their role
as directors effectively.
☒

PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1 A listed entity should articulate and disclose its values.
☒ and we have disclosed our values in our Corporate
Governance Statement.


3.2 A listed entity should:
(a) have and disclose a code of conduct for its directors,
senior executives and employees; and
(b) ensure that the board or a committee of the board is
informed of any material breaches of that code.
☒ and we have disclosed our code of conduct at
investor.michaelhill.com, which details the material breach
reporting process


3.3 A listed entity should:
(a) have and disclose a whistleblower policy; and
(b) ensure that the board or a committee of the board is
informed of any material incidents reported under that
policy.
☒ and we have disclosed our whistleblower policy
atinvestor.michaelhill.com, which details the material incident
reporting process


3.4 A listed entity should:
(a) have and disclose an anti-bribery and corruption policy;
and
(b) ensure that the board or committee of the board is
informed of any material breaches of that policy.
☒ and we have disclosed our anti-bribery and corruption policy at
investor.michaelhill.com, which details the material breach
reporting process

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 7
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5

PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1 The board of a listed entity should:
(a) have an audit committee which:
(1) has at least three members, all of whom are non-
executive directors and a majority of whom are
independent directors; and
(2) is chaired by an independent director, who is not
the chair of the board,
and disclose:
(3) the charter of the committee;
(4) the relevant qualifications and experience of the
members of the committee; and
(5) in relation to 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 an audit committee, disclose that fact
and the processes it employs that independently verify
and safeguard the integrity of its corporate reporting,
including the processes for the appointment and removal
of the external auditor and the rotation of the audit
engagement partner.
☒ and we have disclosed a copy of the charter of the committee
at investor.michaelhill.com; and the information referred to in
paragraphs (4) and (5) in the Directors’ Report section of our
2022 Annual Report.


4.2 The board of a listed entity should, before it approves the
entity’s financial statements for a financial period, receive from
its CEO and CFO a declaration that, in their opinion, the
financial records of the entity have been properly maintained
and that the financial statements comply with the appropriate
accounting standards and give a true and fair view of the
financial position and performance of the entity and that the
opinion has been formed on the basis of a sound system of risk
management and internal control which is operating effectively.
☒

4.3 A listed entity should disclose its process to verify the integrity
of any periodic corporate report it releases to the market that is
not audited or reviewed by an external auditor.
☒

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 8
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5

PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should have and disclose a written policy for
complying with its continuous disclosure obligations under
listing rule 3.1.
☒ and we have disclosed our continuous disclosure and external
communications policy at investor.michaelhill.com


5.2 A listed entity should ensure that its board receives copies of all
material market announcements promptly after they have been
made.
☒

5.3 A listed entity that gives a new and substantive investor or
analyst presentation should release a copy of the presentation
materials on the ASX Market Announcements Platform ahead
of the presentation.
☒

PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about itself and its
governance to investors via its website.
☒ and we have disclosed information about us and our
governance on our website at investor.michaelhill.com

6.2 A listed entity should have an investor relations program that
facilitates effective two-way communication with investors.
☒

6.3 A listed entity should disclose how it facilitates and encourages
participation at meetings of security holders.
☒

6.4 A listed entity should ensure that all substantive resolutions at a
meeting of security holders are decided by a poll rather than by
a show of hands.
☒

6.5 A listed entity should give security holders the option to receive
communications from, and send communications to, the entity
and its security registry electronically.
☒

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 9
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5

PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1 The board of a listed entity should:
(a) have a committee or committees to oversee risk, each of
which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
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 risk committee or committees that
satisfy (a) above, disclose that fact and the processes it
employs for overseeing the entity’s risk management
framework.
☒ and we have disclosed a copy of the charter of the committee
at investor.michaelhill.com; and the information referred to in
paragraphs (4) and (5) in the Directors’ Report section of our
2022 Annual Report.


7.2 The board or a committee of the board should:
(a) review the entity’s risk management framework at least
annually to satisfy itself that it continues to be sound and
that the entity is operating with due regard to
the risk
appetite set by the board; and
(b) disclose, in relation to each reporting period, whether
such a review has taken place.
☒ and we have disclosed whether a review of the entity’s risk
management framework was undertaken during the reporting
period in our Corporate Governance Statement.


7.3 A listed entity should disclose:
(a) if it has an internal audit function, how the function is
structured and what role it performs; or
(b) if it does not have an internal audit function, that fact and
the processes it employs for evaluating and continually
improving the effectiveness of its governance, risk
management and internal control processes.
☒ and we have disclosed how our internal audit function is
structured and what role it performs in our Corporate
Governance Statement.

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 10
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5

7.4 A listed entity should disclose whether it has any material
exposure to environmental or social risks and, if it does, how it
manages or intends to manage those risks.
☒

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 11
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5

PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1 The board of a listed entity should:
(a) have a remuneration committee which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
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 remuneration committee, disclose
that fact and the processes it employs for setting the level
and composition of remuneration for directors and senior
executives and ensuring that such remuneration is
appropriate and not excessive.

☒ Michael Hill’s Chair of the People Development &
Remuneration Committee is not an independent director, and
we have set this out in our Corporate Governance Statement.
Otherwise, the Company has followed this recommendation
and we have disclosed a copy of the charter of the committee
at investor.michaelhill.com; and the information referred to in
paragraphs (4) and (5) in the Directors’ Report section of our
2022 Annual Report.

8.2 A listed entity should separately disclose its policies and
practices regarding the remuneration of non-executive directors
and the remuneration of executive directors and other senior
executives.
☒ and we have disclosed separately our remuneration policies
and practices regarding the remuneration of non-executive
directors and the remuneration of executive directors and
other senior executives in our Corporate Governance
Statement and in the Remuneration Report section of our
2022 Annual Report.


8.3 A listed entity which has an equity-based remuneration scheme
should:
(a) have a policy on whether participants are permitted to
enter into transactions (whether through the use of
derivatives or otherwise) which limit the economic risk of
participating in the scheme; and
(b) disclose that policy or a summary of it.
☒ and we have disclosed our Trading Policy at
investor.michaelhill.com

Corporate Governance
Statement - 2022

Corporate Governance Statement
Michael Hill International Limited (‘Michael Hill’ or Company) and its board of directors (‘Directors’ or ‘Board’) and its subsidiaries
(together the ‘Group’) are committed to achieving and demonstrating high standards of corporate governance. Michael Hill has
reviewed its corporate governance practices against the Corporate Governance Principles and Recommendations (4th edition)
published by the ASX Corporate Governance Council (ASX Principles and Recommendations).
This Corporate Governance Statement is dated as at 26 June 2022 and reflects the corporate governance practices of the
Group in place through the 2021/2022 financial year. References throughout this statement to “the year” refer to Michael Hill’s
2021/2022 financial year which ended on 26 June 2022.
This Corporate Governance Statement was approved by the Board on 12 September 2022. Policies and Charters referred to in
this document can be viewed at Michael Hill’s Investor Centre website at investor.michaelhill.com.
PRINCIPLE 1: LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 ROLE OF THE BOARD AND MANAGEMENT
The relationship between the Board and the Company’s
executive team members (Group Executives) is critical to
the Group's long-term success. The Directors are
responsible to the shareholders for the performance of the
Group in both the short and long term. Their focus is to
enhance the interests of shareholders and other key
stakeholders and to ensure the Group is properly managed.
The Board has established a clear distinction between the
functions and responsibilities reserved for the Board and
those delegated to management, which are set out in the
Board Charter, and are available on the Investor Centre
website.
The responsibilities of the Board include (amongst other
matters):
defining the Company’s purpose and setting its
strategic, operational, and financial objectives
monitoring the overall performance of the Company
approving the Company’s statement of values (Values)
and code of conduct to underpin the desired culture
within the Company
overseeing the development and implementation, and
regular review, of the Company’s frameworks for:
diversity and inclusion; whistleblower protection; anti-
bribery and corruption; and anti-money laundering
demonstrating leadership in the development,
implementation and monitoring of strategic,
operational and financial objectives of the Company
appointing and replacing the Chief Executive Officer
(CEO) and Company Secretary
approving the appointment and, where appropriate,
replacement of members of the Group Executives
overseeing the CEO, Group Executives and senior
leaders’ (Management's) implementation of the
Company’s strategic objectives, instilling the Values
and performance generally, and ensuring appropriate
resources are available to Management
appointing the Chair. Where a senior independent
director is not appointed, this role will be performed by
the chair of the Audit and Risk Management
Committee
approving and monitoring the Company’s operating
budgets
approving and monitoring the progress of major capital
expenditure, capital management and acquisitions and
divestitures
approving and monitoring financial and other reporting
systems of the Company (including external audit) and
ensuring the integrity of these systems
establishing and overseeing the Company’s process
for making timely and balanced disclosure of all
material information in accordance with the ASX
Listing Rules
implementing and overseeing the Company’s risk
management framework (for both financial and
non-financial risks) to enable risk to be identified,
assessed, and managed and to set the risk appetite
the Board expects Management to operate within
satisfying itself that an appropriate framework exists
for relevant information to be reported by
Management to the Board
holding Management accountable for delivery against
the agreed strategy and plan
satisfying itself that the Company’s remuneration
policies are aligned with its purpose, values, strategic
objectives, and risk appetite

monitoring the effectiveness of the Company’s
governance practices.
Day to day management of the Group's affairs and the
implementation of the corporate strategy, policy initiatives
and budgets are formally delegated by the Board to the
CEO and Group Executives. The CEO and Group Executives
are accountable to the Board and provide information to
the Board on those activities, in a form and of a quality
required by the Board to enable it to discharge its duties.
To effectively discharge its duties and responsibilities, the
Board has established two committees:
Audit and Risk Management Committee
People Development and Remuneration Committee.
More information on these committees can be found at
items 4.1, 7.1 and 8.1 of this Corporate Governance
Statement. Given its size, the Board has decided not to
establish a separate nominations committee. Nomination
and succession matters are formally considered by the
Board twice a year (see item 2.1 of this Corporate
Governance Statement).
The Board generally meets formally six times per year and
receives trading updates by videoconference in months
where no formal Board meeting is held. However, this year
the Board met formally 12 times to appropriately monitor
and respond to the COVID-19 global public health crisis and
the impacts on the Michael Hill business. The number of
meetings held by the Board and its committees, and
attendances, is detailed in the Directors’ Report section of
the Annual Report.
1.2 APPOINTING DIRECTORS AND SENIOR
EXECUTIVES
Michael Hill carefully considers the character, experience,
education and skillset, as well as interests and associations,
of potential candidates for appointment to the Board or to
the Group’s Executive Team. It also ensures appropriate
verifications as to the suitability of the candidate, prior to
their appointment including by using reputable external
search firms and comprehensive referee, education and
criminal checks, as appropriate.
Prior to recommending a director be elected or re-elected
at an Annual General Meeting (AGM), the Board considers
all information it is aware of which is relevant to
shareholders making the ultimate decision. All material
information known about the director (including their skills
and expertise) is published on the Investor Centre website
and contained in the relevant notice of meeting of AGM
which is reviewed and approved by the Board.
Michael Hill has appropriate procedures in place to ensure
that material information relevant to a decision to elect or
re-elect a director, is disclosed in the notice of meeting
provided to shareholders.
1.3 WRITTEN CONTRACTS OF
APPOINTMENT
In addition to being set out in the Board and Committee
Charters, the roles and responsibilities of Directors are also
formalised in a letter of appointment which each new
director receives and commits to on their appointment. The
letters of appointment specify the term of appointment,
expectations in relation to committee work or any other
special duties attaching to the position, remuneration
arrangements, disclosure obligations in relation to personal
interests, confidentiality obligations, notification
requirements for any potential conflict of interests,
insurance and indemnity entitlements and details of Michael
Hill’s key governance policies, such as the Trading Policy.
Each Group Executive enters into a service contract which
sets out the material terms of employment, including a
description of the position and duties, reporting lines,
remuneration arrangements and termination rights and
entitlements.
Summaries of Michael Hill’s service contracts with Key
Management Personnel are detailed in the Remuneration
Report section of the Annual Report.
1.4 COMPANY SECRETARY
In accordance with the Board and Committee Charters,
each company secretary is accountable to the Board for
facilitating Michael Hill’s corporate governance processes
and the proper functioning of the Board. The company
secretaries facilitate Board governance processes by
coordinating meeting agendas, papers and minutes, and
ensures timely communications and filings with corporate
regulatory bodies. Each director is entitled to access the
advice and services of Michael Hill’s company secretaries.

In accordance with Michael Hill’s Constitution, the
appointment or removal of the company secretary is a
matter for the Board as a whole. Details of each of Michael
Hill’s company secretaries’ experience and qualifications
are set out in the Directors’ Report section of the Annual
Report.

1.5 DIVERSITY
Michael Hill values diversity and inclusion and recognises
the benefits it can bring to its ability to achieve its goals.
Accordingly, Michael Hill has developed a Diversity and
Inclusion Policy, which is available on the Investor Centre
website. This policy outlines Michael Hill's commitment to
fostering a diverse and inclusive workplace and includes
requirements for the Board to establish measurable
objectives for ensuring diversity and to review annually both
the objectives, and Michael Hill's progress in achieving
them.
The measurable objectives for gender diversity, as adopted
by the Board through the People Development and
Remuneration Committee (PDRC) in 2016 (and reviewed
and confirmed annually since), are:
30% females on the Board
female/male ratio in senior management roles (which
include the CEO, Executive Team, regional
management and support centre senior leadership) of
50%:50%.
there is no set objective for female representation
Group wide due to the consistently high representation
of females in our workforce.
Michael Hill has developed and implemented a formal
Diversity and Inclusion Project Plan which is focused on
three key areas:
understanding our current diversity landscape and
improving our data recording and reporting capability
to enable broader understanding of our team members
through additional diversity markers
fostering a culture of respect, fairness and
appreciation of different skills, experiences and
perspectives that enables people to be and
accomplish their best
removing barriers to diversity and inclusion through the
continuous review of policies, processes and practices.
This area includes our commitment to an annual review
of pay to identify and act on any gender pay gap
issues.
The outcomes and a comparison of Michael Hill’s results
against its measurable gender diversity objectives are set
out below and illustrates Michael Hill’s progress towards
achieving its objectives as at the end of the past four years:
As Michael Hill matures in the diversity and inclusion space,
the business will capture and report on further data
regarding various identified diversity markers such as
heritage, religion, languages other than English, education
and disability, allowing for stronger talent management,
succession planning and development and inclusion
practices. This will be achieved through data capture during
the recruitment process as well as through employee
profiles in the established Human Resources Information
System.
Michael Hill will continue to highlight our team members
and their diverse backgrounds and experiences that they
bring to work. We regularly share educational guides around
culturally important dates, how to support neurodivergence
and differing physical abilities in the workplace. We share
stories of our teams’ experiences of sexuality, mental health
and education, and hold fast that our commitment to
diversity and inclusion enriches our perspective, fuels our
innovation, drives performance and engagement and
connects us closer our team members, customers,
shareholders and communities in which we operate.
2019, 85%
2019, 48%
2019, 40%
2020, 85%
2020, 52%
2020, 40%
2021, 88%
2021, 60%
2021, 40%
2022, 85%
2022, 46%
2022, 33%
Objective, 40%
Objective, 30%
Group wide
Senior Management
Board

Michael Hill’s 2022 report to the Workplace Gender Equality
Agency is available on the Investor Centre website.
1.6 BOARD REVIEWS
A performance review is undertaken annually in relation to
the Board and the Board committees, and individual
directors.
In 2019, Michael Hill engaged an external consultant
experienced in Board reviews to conduct a review of the
Board and its Committees and the effectiveness of the
Board as a whole, and an action plan was developed and
implemented over 2020 and 2021 to improve Board and
Group Executive functions and effectiveness.
During the year, the annual Board review was undertaken
and comprised a questionnaire and follow up interviews
with the Chair. All Board members, the Executive Team and
the company secretaries participated. This was followed by
a Board discussion, led by the Chair and a feedback session
with the Executive Team and Company Secretaries.
Recommendations arising from that review will be built into
an action plan to be implemented over the next two years.
1.7 MANAGEMENT REVIEWS
Each year the Board, through the PDRC, sets financial,
operational, strategic and people-related performance
objectives for the CEO and Group Executives. During the
year, performance against these individual and Group
objectives was assessed periodically and a formal
performance evaluation for Group Executives was
completed after the end of each half financial year.


PRINCIPLE 2: STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
The Board operates in accordance with the broad
principles set out in the Board Charter, which is available
on the Investor Centre website. The charter details the
Board's composition and responsibilities.
2.1 NOMINATIONS COMMITTEE
Given its size, the Board has decided not to establish a
separate nominations committee. Instead, the entire
Board is involved in decisions on Board composition and
succession issues and the identification and evaluation of
potential directors. As part of the Board’s operating
rhythm, nominations and succession matters are formally
considered at least twice a year; and as part of the annual
Board review process, the mix of Board skills is evaluated.
All directors are consulted and provided with detailed
information about potential new directors, as well as an
opportunity to meet individually with the potential
appointee.



2.2 BOARD SKILLS MATRIX
The Board has determined that each director must have
the following essential personal attributes to be suitable
to serve as a director of Michael Hill:
high standards of personal integrity and ethical
behaviour
critical and sound judgement and decision making
strong interpersonal and communication skills
available to serve the needs of Michael Hill.
The Board considers that each director has these
attributes.
The Board has identified the skill areas listed in the
following table as providing strong foundations needed
within the Board to carry out its management and
oversight of Michael Hill, in the context of the retail sector
and the challenges it represents.

Technical skill

Explanation
Number of
Directors with
developed
capability

Retail sector Experience and understanding of the retail industry, including an in-depth
knowledge of store operations, merchandising, product development,
exporting and customer strategy.
6 of 6

eCommerce and
digital
Senior executive experience in consumer and brand marketing in
eCommerce and digital media to create a seamless customer experience
2 of 6

Marketing and
branding
Ability to contribute to strategic positioning, marketing and promotion 4 of 6

Strategic thinking
Ability to think strategically, identify and critically assess
opportunities/threats, and development and/or implementation of effective
and innovative enterprise-wide strategy
6 of 6

High level of
business acumen
Strong commercial expertise and experience working as a senior executive 6 of 6

Financial acumen Senior executive experience and detailed understanding of key financial
drivers, corporate finance, accounting and reporting, and internal financial
controls. Ability to analyse financial statements, critically assess investment
proposals, contribute to financial planning, oversee budgets and
funding/banking arrangements and critically assess Group financial
performance
5 of 6

International
business
development
A broad range of business experience in international markets. Ability to
assess opportunities for the Company’s continued growth outside Australia,
plan for the future and have a general knowledge of risks of operating in
foreign countries
4 of 6

Experience in the
countries in which
the company
conducts its
business
Australia, New Zealand and Canada 5 of 6

Technology and
cyber security
Expertise and experience in the use of governance of information
management and information technology, including personal information,
privacy and security risk management.
2 of 6

People and culture Experience overseeing or implementing a company’s culture and people
management framework, including succession planning to develop talent,
culture and identity. Board or senior executive experience in applying
remuneration policy and framework, including linking remuneration to
strategy and performance, and the legislative and contractual framework
governing remuneration.
6 of 6

Governance and risk
management
experience and
expertise
Knowledge and expertise in corporate governance, risk management
frameworks, and environmental and social governance and related policies
and procedures. Ability to use expertise to ensure good board governance
of the Company, identify key risks and monitor risk and compliance with a
focus on responsible and ethical operations.
5 of 6

Supply chain and
procurement
management
Experience in managing or overseeing the operations of supply chains and
distribution models and procurement in the retail industry
3 of 6

The Board recognises that each director will not
necessarily possess experience in all areas relevant to
Michael Hill’s operations, so seeks to ensure that its
membership includes an appropriate collective mix of
directors with skills, knowledge and experience in these
areas. Where the Board requires further depth of
expertise in any of these areas, or expertise in other
areas, it seeks that within the Group and through external
advisors where appropriate.
2.3 DISCLOSE INDEPENDENCE AND
LENGTH OF SERVICE
During the year, the Board comprised five non-executive
directors (including the Chair), together with the CEO and
Managing Director, Daniel Bracken. The relevant matters
of independence and the period of service of each
director are set out in the table below.
Michael Hill listed on the ASX in July 2016 and is the
ultimate parent company of the Group. Prior to July 2016,
the Group’s ultimate parent company was Michael Hill
New Zealand Limited which was listed on the New
Zealand Stock Exchange (NZX).
Periods of service as director of both companies are
detailed below.
Name Independent
Yes/No
Period of service as
director of Michael Hill
International Limited
Period of service as a director of
Michael Hill New Zealand Limited
(the Michael Hill entity previously
listed on the NZX)
Rob Fyfe (Chair) Yes 9 June 2016 – current 6 January 2014 – 6 August 2016
Emma Hill No – substantial shareholder
and close family ties with Sir
Michael Hill
9 June 2016 - current 22 February 2007 - current
Sir Michael Hill No – substantial shareholder
and close family ties with Emma
Hill
9 June 2016 – current 30 March 1990 – 29 June 2016
Gary Smith Yes 24 February 2016 – current 2 November 2012 – 5 August 2016
Jacquie Naylor Yes 15 July 2020 – current Not applicable
Daniel Bracken No – Managing Director and
CEO
28 June 2021 - current Not applicable

2.4 INDEPENDENT DIRECTORS
Half of the directors on the Board are independent.
In assessing the independence of directors, Michael Hill
regards an independent director as a non-executive
director who:
is not a substantial shareholder of Michael Hill or an
officer of, or otherwise associated directly with, a
substantial shareholder of Michael Hill
within the last three years has not been employed
in an executive capacity by Michael Hill or another
Group member
within the last three years has not been a partner,
director or senior employee of a provider of
material professional services to Michael Hill or
another Group member
within the last three years has not been in a
material business relationship (by example, as a
supplier or customer) with Michael Hill or other
Group member, or an officer of, or otherwise
associated with, an entity or person in such a
relationship
has no material contractual relationship with
Michael Hill or another Group member other than
as a director
does not have close family ties with any person
who falls within any of the categories described
above
has not served on the Board for a period which
could, or could reasonably be perceived to,

materially interfere with the director’s ability to act
in the best interests of Michael Hill or otherwise
compromise their independence.
When considering whether a director is an independent
director, the Board assesses the materiality of such
interest, position, association or relationship to
determine whether it might influence, or might
reasonably be perceived to influence, in a material
respect, that director’s capacity to bring an
independent judgement to bear on issues before the
Board and to act in the best interests of Michael Hill and
its shareholders.
Under the terms and conditions of appointment, a
director must advise the Chair if there is a change in
their interests, positions, associations or relationships
that could bear on their independence at the earliest
opportunity.
The Company is satisfied the Board operates
independently of management and is highly effective in
promoting the best interests of the Company and its
shareholders. The Board considers that while Emma Hill,
Sir Michael Hill and Daniel Bracken are not considered
independent, they add significant value to the Board
given their considerable experience and skills and bring
objective and independent judgment to the Board’s
deliberations.
The Board has a number of long serving directors, who
have developed significant insight into the Company,
the jewellery industry, the markets in which the
Company operates, the Company’s operations and
stakeholders and, therefore, significantly contribute to
the Board as a whole. Accordingly, tenure is an
important (but not conclusive) factor the Board takes
into account when assessing the independence and
ongoing contribution of a director.
2.5 INDEPENDENT CHAIR
Ms Emma Hill retired as Chair of the Board on 28 June
2021, having held the position since December 2015. Mr
Rob Fyfe was appointed Chair of the Board on 28 June
2021. Mr Fyfe has a comprehensive understanding of
the Group and its business through his position as a
director on the Company’s Board since 6 January 2014,
and his extensive business experience across various
board and executive roles. In December 2021, Mr Fyfe
was appointed as a Companion of the New Zealand
Order of Merit for his leadership and services to
business. Following Ms Hill’s retirement as Chair, the
Board considered Mr Fyfe was most appropriate
candidate for the role of Chair. Given the Board has an
equal balance of independent and non-independent
directors, it is the opinion of the Board that governance
is enhanced by having an independent Chair.
2.6 INDUCTION AND PROFESSIONAL
DEVELOPMENT
The induction provided to new Directors and Group
Executives enables them to actively participate in Board
and executive decision-making as soon as possible. It
ensures that they have a full understanding of Michael
Hill's financial position, strategies, operations, culture,
values and risk management policies. It also explains
the respective rights, duties, responsibilities, interaction
and roles of the Board and Group Executives, the role of
the Board committees and Michael Hill's meeting
arrangements. Prospective Board members undertake a
formal induction process which involves meeting each
Director and Group Executive, store visits,
manufacturing/design studio and distribution centre
tours. A prospective Board member must attend three
Board meetings prior to being offered a director
position and the Board considers this a very valuable
component of the induction process.
All Directors are encouraged to become a member of
the Australian Institute of Company Directors (‘AICD’)
and to further their knowledge through participation in
seminars hosted by the AICD and other forums
sponsored by professional, industry, governance and
Government bodies.
Professional development of individual Directors, and
the Board as a whole, was evaluated as part of the
year’s annual Board performance review.
The Directors participate, from time to time, in Michael
Hill’s leadership forums and actively engage with the
Group’s employees in a range of settings including
visiting the Group’s stores and manufacturing and
distribution centre facilities to gain an understanding of
the operational environment.
During the course of the year Directors receive
accounting policy updates, especially around the time
when the Board considers the half-year and full-year
accounts.
The Board also receives regular retail news updates as
well as relevant and topical articles on legal,
governance, accounting, regulatory change, human
resource management and changing consumer
behaviour and digital trends.

PRINCIPLE 3: INSTILL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1 VALUES
Michael Hill, in the conduct of its business, ensures that all of
its people display behaviour in line with the Company’s
Values: We Care, We Create Outstanding Experiences, We
are Professional, We are Inclusive and Diverse.
These Values are specified in the company’s Code of
Conduct that applies to all of Michael Hill’s team members.
Additionally, these Values are well embedded in the
Company’s approach to decision making and personal
performance reviews. All team members are expected to live
the Values and operate with a high level of honesty, fairness
and integrity, ensuring Michael Hill complies with all relevant
legislation and the standards of the communities in which it
operates.

3.2 CODE OF CONDUCT
The Board has established a Code of Conduct for directors,
senior executives and employees, which is available on the
Investor Centre website.
The Code establishes the principles, standards and
responsibilities to which Michael Hill is committed with
respect to both its internal dealings with employees and
consultants, and external dealings with shareholders and the
community at large. In summary, the Code requires all
Michael Hill team members act at all times with a high level of
honesty, fairness and integrity, and in compliance with all
relevant legislation and the standards of the communities in
which the business operates. The Code also requires
employees, Directors and contractors who are aware of
unethical practices within the Group or breaches of the Code
to report these to Management (which can be done
anonymously in accordance with Michael Hill’s Whistleblower
Policy).
All team members are required to undertake annual training
on their obligations under the Code.
During the year, breaches of the policy were reported to
senior management and where appropriate the Board or
Audit and Risk Management Committee (ARMC), and
disciplinary or remedial action was taken.
3.3 WHISTLEBLOWER POLICY
The Board is committed to developing a culture of
transparency and accountability, where all team members are
empowered to raise concerns about misconduct or anything
improper, without fear of reprisal. To this end, the Board has
established a Whistleblower Policy, which is available on the
Investor Centre website.
The policy explains the process by which team members and
external parties can raise their concerns, team members and
external parties can raise their concerns to senior leadership
team members as well as via third party confidential services.
At each of its meetings, the Audit and Risk Management
committee (ARMC) receives a report on whistleblower
matters. At the end of the year, all matters reported during
the year had been addressed, and were closed or pending a
final outcome. The Group Internal Audit and Risk Manager
continues to monitor and investigate team member practices
as a result of the trends and information being collated as
part of the incidents reported under the policy.
Directors and contractors who are aware of unethical
practices within the Group or breaches of the Code, are
required to report these to Management (which can be done
anonymously in accordance with Michael Hill’s Whistleblower
Policy).
All team members are required to undertake annual training
on their obligations under the Code.
During the year, breaches of the policy were reported to
senior management and where appropriate the Board or
ARMC, and disciplinary or remedial action was taken.
3.4 ANTI-BRIBERY AND CORRUPTION POLICY
Michael Hill is committed to operating its supply chain,
business activities and business relationships in a professional
and fair and ethical manner.

The Board has established an Anti-bribery and Corruption
Policy, which sets out the framework to ensure appropriate
supplier due diligence is performed prior to the engagement
of all new suppliers and especially suppliers of key materials
used in Michael Hill’s production supply chain, and prevent
the acceptance of bribes or gratuities that could compromise
the integrity of the supplier relationships. The policy
framework also supports Michael Hill’s commitment and
actions for mitigating the risks of modern slavery in its supply
chain.
Breaches of the policy will be presented to the ARMC for
review.
No breaches were reported during the year.

PRINCIPLE 4: SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1 AUDIT COMMITTEE
During the year, the Audit and Risk Management Committee
consisted of the following independent non-executive
Directors:
Gary Smith (chair)
Rob Fyfe
Jacquie Naylor (from November 2020)
Details of these Directors' qualifications and their attendance
at ARMC meetings are set out in the Directors' Report
contained in Michael Hill’s Annual Report.
Each member of the ARMC is financially literate and has an
appropriate understanding of the retail industry.
The ARMC operates in accordance with its charter which is
available on the Investor Centre website.
The ARMC’s primary function is to assist the Board in
discharging its responsibilities by:
recommending and applying appropriate ethical
standards in relation to the management of the
Company and the conduct of the Company’s business

monitoring corporate conduct and ethics and the
ongoing compliance with laws, regulations and Board
policies.

In fulfilling its responsibilities, this year, the ARMC, in
accordance with its usual annual operating rhythm:
received regular reports from Management and the
internal and the external auditors and status of
remediation actions agreed by management
met with the internal and external auditors four times
during ARMC meetings
reviewed the processes that the CEO and CFO had in
place to support their certifications to the Board
reviewed any significant disagreements between the
auditors and management, irrespective of whether they
had been resolved
met separately with the external auditors twice without
the presence of management.
The ARMC provides the internal and external auditors with a
clear line of direct communication at any time to either the
Chair of the ARMC or the Chair of the Board.
The ARMC has authority, within the scope of its
responsibilities, to seek any information it requires from any
employee or external party. In addition to the ARMC
members, the CEO, CFO, Group Internal and Risk Audit
Manager, Deputy Chief Finance Officer and General Manager
Finance, Group Tax Manager, external auditors and company
secretaries were regular attendees at ARMC meetings
throughout the year.
4.2 CEO AND CFO CERTIFICATION OF
FINANCIAL STATEMENTS
The Board received the relevant assurances from the CEO
and CFO in the declarations provided in accordance with
section 295A of the Corporations Act that the financial
statements give a true and fair view of the financial position
and performance of Michael Hill and comply with the
applicable requirements.
4.3 INTEGRITY OF PERIODIC UNAUDITED
MARKET RELEASES
Michael Hill releases periodic corporate reports that are not
audited, including the non-financial section of the annual
report and quarterly trading updates.
The ARMC monitors and reviews the process to verify the
integrity of any periodic statutory report that the Company
releases to the market that is not audited or reviewed by the
external auditor. The Board reviews quarterly trading updates
prior to their release (see principle 5.2) and can seek any
further information or detail from Management during that
process.

PRINCIPLE 5: MAKE TIMELY AND BALANCED DISCLOSURE
5.1 DISCLOSURE AND COMMUNICATIONS
POLICY
Michael Hill has adopted guidelines in relation to disclosure
and communications which set out the processes and
practices that ensure its compliance with the continuous
disclosure requirements under the ASX and NZX Listing Rules
and the Corporations Act.
Michael Hill has also established guidelines to assist officers
and employees of Michael Hill to comply with Michael Hill’s
approach to communications with external parties.
These guidelines are set out in Michael Hill’s Continuous
Disclosure and External Communications Policy, which is
available on the Investor Centre website.
5.2 PROVIDING MARKET ANNOUNCEMENTS
TO THE BOARD
Where possible, the Board reviews all material market
announcements prior to their release by the Company.
When material market announcements are released, whether
by the Company or by a third party one of the company
secretaries will notify the Board as a whole of the
announcement.
During the year, there were no instances where material
market announcements were made by the company where
the Board did not provide their pre-approval for the release.
5.3 DISCLOSING SUBSTANTIVE INVESTOR
PRESENTATIONS
The Company provides regular presentations to investors and
shareholders as a whole (that is, where all shareholders are
invited and provided the details to attend), specifically the
AGM and the two half yearly financial results briefings. In
those instances, the relevant presentation materials are
released to the market prior to the start of those
presentations.
In line with Michael Hill’s Continuous Disclosure and External
Communications Policy, non-public information which is (or
may be) market sensitive will not be disclosed at any
individual investor or analyst discussion or meeting.

PRINCIPLE 6: RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 INFORMATION ON WEBSITE
Michael Hill maintains an Investor Centre website, keeping
investors informed of its corporate governance and financial
performance via its website. Through this website, investors
can access copies of all announcements to the ASX and NZX,
notices of meetings, annual reports and financial statements,
investor presentations webcasts and can access general
information regarding Michael Hill (including Board and Group
Executive team members and dividend policy) and
governance documents including the Code of Conduct which
contains the Company’s statement of Values.
Michael Hill’s Investor Centre website is located at
investor.michaelhill.com
.
6.2 INVESTOR RELATIONS PROGRAM
Michael Hill conducts regular in-person and virtual briefings
including half year and full year results announcements,
quarterly updates supported by one-on-one meetings, site
visits and attends investor conferences to facilitate effective
two-way communication with investors and other financial
market participants. Access to Group Executives and senior
operational managers is provided at these events, with
separate one-on-one or group meetings offered whenever
possible and appropriate.
6.3 FACILITATE PARTICIPATION AT
MEETINGS OF SECURITY HOLDERS
Shareholders are, unless specifically stated in a notice of
meeting, eligible to vote on all resolutions. If shareholders are
unable to attend the AGM, they are able to vote on the
proposed motions by appointing a proxy.
Due to the impact of the global coronavirus pandemic,
Michael Hill’s 2021 AGM was held virtually, using specialist
software that enabled shareholders to attend the meeting
regardless of their location and participate in the meeting by
voting and asking questions online. Michael Hill’s 2022 AGM
will also be held virtually.
Shareholders are given an opportunity to ask questions of
Michael Hill and its auditor at the AGM.

6.4 MECHANISM FOR SUBSTANTIVE
RESOLUTIONS
Michael Hill’s standard process for all resolutions at meetings
of shareholders is by poll, regardless of whether the resolution
is considered substantive.
6.5 FACILITATE ELECTRONIC
COMMUNICATIONS
Michael Hill provides its investors the option to receive
communications from and send communications to, Michael
Hill and the share registry electronically. Michael Hill maintains
a dedicated investor relations email address which is
monitored by the Company’s investor relations team.

PRINCIPLE 7: RECOGNISE AND MANAGE RISK
7.1 RISK COMMITTEE
Michael Hill’s ARMC oversees the process for identifying and
managing material risks to Michael Hill in accordance with its
charter, which is available on the Investor Centre website.
Further details regarding the ARMC, its membership and the
number of meetings held during the year are set out in
response to Recommendation 4.1.
7.2 ANNUAL RISK REVIEW
The ARMC undertook a comprehensive review and updates
to the Group’s risk management framework, including its
internal audit and risk management functions, during the year
and is satisfied that:
its risk management framework is sound for Michael Hill
the business is operating with due regard to the risk
appetite set by the Board

the risk management framework deals adequately with
contemporary and emerging risks such as conduct risk,
digital disruption, cyber security, privacy and data
breaches, sustainability and climate change.

the risk management framework also considers key
business risks, including strategic, compliance and
project risks.

7.3 INTERNAL AUDIT
Michael Hill has an internal audit function that operates under
a Board-approved internal audit charter.

The internal audit function is overseen by the ARMC. In
accordance with its charter, the appointment or removal of
the Group Internal Audit Manager is ultimately a matter for
the ARMC.
Biannually, the ARMC considers the internal audit and risk
management plan to ensure it addresses the current
operating environment and risks facing the Group.
7.4 SUSTAINABILITY RISKS
Michael Hill identifies and manages material exposures to
environmental or social risks in accordance with its risk
management framework incorporating the Board approved
risk tolerances.
Michael Hill has continued working to address its material
sustainability issues and improve its sustainable business
practices and to this end maintains its certification from the
Responsible Jewellery Council, with our pending
re-certification to 2025 being a major milestone in our
sustainability journey, demonstrating our commitment to
responsible jewellery and promoting trust and transparency in
our supply chains.

Further details on Michael Hill’s sustainability approach and
measures during the year can be found in Michael Hill’s
Annual Report.

PRINCIPLE 8: REMUNERATE FAIRLY AND RESPONSIBLY
8.1 REMUNERATION COMMITTEE
During the year, the People Development and Remuneration
Committee consisted of the following non-executive
Directors (a majority of whom are independent):
Emma Hill (chair)
Rob Fyfe
Gary Smith.
Details of these Directors' qualifications and their
attendance at PDRC meetings are set out in the Directors'
Report contained in Michael Hill’s Annual Report.
Ms Hill has a comprehensive understanding of the Group
and its business practices including human resources and
remuneration frameworks, through several years of
executive and non-executive experience with the business.
The Board considered that Ms Hill was most appropriate
candidate for the role of PDRC Chair. Given that the PDRC
was composed by a majority of independent Directors, it is
considered that governance is not adversely affected by
there being a non-independent PDRC Chair. Ms Hill is not
employed by Michael Hill in an executive capacity.
The PDRC operates in accordance with its charter which is
available on the Investor Centre website. The PDRC advises
the Board on remuneration and incentive policies and
practices generally and makes specific recommendations
on remuneration packages and other terms of employment
for Group Executives and non-executive Directors.
Each member of the Group Executive team signs a formal
employment contract at the time of their appointment
covering a range of matters including their duties, rights,
responsibilities and any entitlements on termination. The
standard contract refers to a specific formal job description.
Further information on Directors' and key management
personnel remuneration, including principles used to
determine remuneration, is set out in the Remuneration
Report contained in Michael Hill's Annual Report.
The PDRC also assumes responsibility for overseeing
management succession planning, including the
implementation of appropriate executive development
programs and ensuring adequate arrangements are in
place, so that appropriate candidates are recruited for later
promotion to senior positions. This includes overseeing
processes in relation to meeting diversity objectives for the
Group.
The PDRC also reviews and determines the Group’s
remuneration policy and structure annually, including the
performance goals and measures for the CEO and Group
Executives, to ensure it remains aligned to business needs,
meets the Group’s remuneration principles, strategic and
operating plan and promotes and incentivises conduct in
accordance with the Company’s Values and risk appetite.
The PDRC has authority, within the scope of its
responsibilities, to seek any information it requires from any
employee or external party.
8.2 DISCLOSURE OF EXECUTIVE AND
NON-EXECUTIVE DIRECTOR
REMUNERATION POLICY
Michael Hill seeks to attract and retain high performance
Directors and executives with appropriate skills,
qualifications and experience to add value to the Company
and fulfil the roles and responsibilities required. It reviews
requirements for additional capabilities at least annually.
Executive remuneration is designed to reflect performance
and, accordingly, remuneration is structured with a fixed
component and performance-based remuneration
component.
Performance linked compensation includes both short term
(STI) and long term (LTI) incentives and is designed to
reward Group Executives for meeting or exceeding their
financial and personal objectives. The STI is an ‘at risk’
bonus with an on-target component (provided in the form
of cash) and an outperformance component (provided in
the form of rights over ordinary shares of Michael Hill under
the rules of the Company’s incentive plan, known as share
rights), while the LTI is provided as share rights. Further
details on the year’s STI and LTI arrangements for Group
Executives are set out in the Remuneration Report section
of the Annual Report.
Non-executive Directors are paid fixed fees for their
services in accordance with Michael Hill’s Constitution. Fees
paid are a composite fee, covering all Board and Committee
responsibilities as well as any contributions by Michael Hill
to a fund for the purposes of superannuation benefits for a
Director. No other retirement benefit schemes are in place
in respect to non-executive Directors.
Further details regarding the remuneration of non-executive
Directors are set out in the Remuneration Report contained
in Michael Hill’s Annual Report.

8.3 HEDGING IN EQUITY INCENTIVE
SCHEMES
Michael Hill has a Trading Policy which provides that
Directors, the CEO and Group Executives and other certain
categories of employees must not purchase or create any
hedge or derivative attached to or based on securities in
Michael Hill (including shares, options and rights).
The Trading Policy is available on the Investor Centre
website.