VSL’s Corporate Governance Statement for FY23

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Page 1 of 14

Appendix 4G
Key to Disclosures
Corporate Governance Council Principles and Recommendations
Name of entity
Vulcan Steel Limited

ABN Financial year ended:
61 100 061 283 30 June 2023
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:
https://investors.vulcan.co/investor-centre/?page=results-centre
The Corporate Governance Statement is accurate and up to date as at 29 August 2023 and has been
approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located.
3

Date: 29 August 2023
Name of authorised officer authorising lodgement: Sarah-Jane Lawson, 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 of 14

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.
☒
We have disclosed a copy of Vulcan Steel Limited’s (Vulcan) board
charter at:
www.investors.vulcan.co/investor-centre/?page=corporate-
governance

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.
☒
We have referred to such processes at pages 4 and 16 of Vulcan’s
2023 Corporate Governance Statement.



1.3 A listed entity should have a written agreement with each director
and senior executive setting out the terms of their appointment.
☒
We have provided confirmation that Vulcan has written agreements
with each director and each member of the leadership team at
pages 4 and 12 of Vulcan’s 2023 Corporate Governance Statement.

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.
☒
We have referred to the Company Secretary’s accountability at
page 3 of Vulcan’s 2023 Corporate Governance Statement.



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 of 14
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.
☒
For Recommendation 1.5(a) we have disclosed a copy of Vulcan’s
Diversity Policy at:
www.investors.vulcan.co/investor-centre/?page=corporate-
governance
☒
For Recommendation 1.5(c)(3)(A) we have disclosed the gender
proportions of Vulcan’s team at pages 18 and 19 of Vulcan’s 2023
Corporate Governance Statement.
☒
To the extent that we have not followed Recommendations 1.5(b),
1.5(c)(1) and 1.5(c)(2) we have provided explanations as to why
at page 20 of our 2023 Corporate Governance Statement.
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.
☒
We have disclosed the evaluation process referred to in
Recommendation 1.6(a) at page 8 of Vulcan’s 2023 Corporate
Governance Statement.
☒
We have disclosed whether a performance evaluation was
undertaken in accordance with the evaluation process referred to
above at page 8 of Vulcan’s 2023 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 of 14

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.
☒
We have disclosed the evaluation process referred to in
Recommendation 1.7(a) at page 12 of Vulcan’s 2023 Corporate
Governance Statement.
☒
We have provided confirmation that a performance evaluation was
undertaken for the reporting period in accordance with the evaluation
process referred to above at page 12 of Vulcan’s 2023 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 of 14

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.
☒
We have disclosed a copy of the charter of Vulcan’s People and
Remuneration Committee at:
www.investors.vulcan.co/investor-centre/?page=corporate-
governance
☒
The information referred to in Recommendations 2.1(a)(4) and (5) is
included at page 11 of Vulcan’s 2023 Corporate Governance
Statement.

Recommendation 2.1(b) is not applicable.


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.
☒
We have disclosed Vulcan’s Board Skills Matrix at page 6 of
Vulcan’s 2023 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 6 of 14

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

2.3 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.
☒
We have disclosed the names of Vulcan’s directors considered by
the Board to be independent directors at page 8 of Vulcan’s 2023
Corporate Governance Statement.
☒
We have disclosed the length of service of Vulcan’s directors at
page 8 of Vulcan’s 2023 Corporate Governance Statement.

Recommendation 2.3(b) is not applicable.


2.4 A majority of the board of a listed entity should be independent
directors.
☒
Three of six of Vulcan’s directors are independent directors, as
disclosed at page 8 of Vulcan’s 2023 Corporate Governance
Statement.

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.
☒
Vulcan’s Chair of the Board, Russell Chenu, is an independent
director and is not the same as Vulcan’s Managing Director and
Chief Executive Officer, as disclosed at page 8 of Vulcan’s 2023
Corporate Governance Statement.

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.
☒
Vulcan currently has an informal director induction programme and
the Board intends to work with management to prepare a formal
director induction programme for new directors, as discussed at
page 5 of Vulcan’s 2023 Corporate Governance Statement.
☒
Vulcan’s directors are encouraged to continue their professional
development. The Board intends to include a programme for
periodically reviewing Directors’ professional development needs as
part of the formal induction programme, as discussed at page 5 of
Vulcan’s 2023 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 7 of 14

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 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1 A listed entity should articulate and disclose its values.
☒
We have disclosed Vulcan’s Principles and Ethos at page 11 of
Vulcan’s 2023 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.
☒
We have disclosed Vulcan’s Code of Conduct at:
www.investors.vulcan.co/investor-centre/?page=corporate-
governance
☒
The process for disclosure of actual or suspected breaches of
Vulcan’s Code of Conduct is set out in the Code and is referred to at
page 13 of Vulcan’s 2023 Corporate Governance Statement.


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.
☒
We have disclosed Vulcan’s Whistleblower Policy at:
www.investors.vulcan.co/investor-centre/?page=corporate-
governance
☒
The process for disclosure of incidents under Vulcan’s Whistleblower
Policy is set out in that Policy and is referred to at page 15 of
Vulcan’s 2023 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 8 of 14

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

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.
☒
We have disclosed Vulcan’s Anti-Bribery and Corruption Policy at:
www.investors.vulcan.co/investor-centre/?page=corporate-
governance
☒
The process for disclosure of actual or suspected breaches of
Vulcan’s Anti-Bribery and Corruption Policy is set out in that Policy
and is referred to at page 14 of Vulcan’s 2023 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 9 of 14

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.
☒
We have disclosed a copy of the charter of Vulcan’s Audit and Risk
Management Committee at:
www.investors.vulcan.co/investor-centre/?page=corporate-
governance
☒
The information referred to in Recommendations 4.1(a)(4) and (5) is
included at page 9 of Vulcan’s 2023 Corporate Governance
Statement.

Recommendation 4.1(b) is not applicable.


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.
☒
The Board received a declaration from Vulcan’s Managing Director
and Chief Executive Officer and Chief Financial Officer on 28 August
2023 as referred to at page 9 of Vulcan’s 2023 Corporate
Governance Statement.


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.
☒
Vulcan’s periodic corporate reporting is discussed at page 9 of
Vulcan’s 2023 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 of 14

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.
☒
We have disclosed a copy of Vulcan’s Disclosure Policy at:
www.investors.vulcan.co/investor-centre/?page=corporate-
governance


5.2 A listed entity should ensure that its board receives copies of all
material market announcements promptly after they have been
made.
☒
Directors receive copies of all ASX/NZX announcements after they
have been made, as noted at page 14 of Vulcan’s 2023 Corporate
Governance Statement.

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.
☒
Vulcan ensures copies of any new and substantive investor or
analyst presentations are uploaded to ASX’s and NZX’s Market
Announcements Platform, as noted at page 14 of Vulcan’s 2023
Corporate Governance Statement.

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.
☒
We disclose information about Vulcan on Vulcan’s main website at:
www.vulcan.co
☒
We disclose information about Vulcan’s governance on Vulcan’s
dedicated investor website at:
www.investors.vulcan.co/investor-centre/?page=corporate-
governance


6.2 A listed entity should have an investor relations program that
facilitates effective two-way communication with investors.
☒
Vulcan has an investor relations program that facilitates effective
two-way communication with investors, as discussed at page 16 of
Vulcan’s 2023 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 11 of 14

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

6.3 A listed entity should disclose how it facilitates and encourages
participation at meetings of security holders.
☒
We have disclosed how Vulcan facilitates and encourages
participation at meetings of security holders at page 16 of Vulcan’s
2023 Corporate Governance Statement.

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.
☒
Vulcan will ensure that all substantive resolutions at a meeting of
shareholders are decided on a poll, as noted at page 16 of Vulcan’s
2023 Corporate Governance Statement.

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.
☒
As noted at page 16 of Vulcan’s 2023 Corporate Governance
Statement.

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.
☒
We have disclosed a copy of the charter of Vulcan’s Audit and Risk
Management Committee at:
www.investors.vulcan.co/investor-centre/?page=corporate-
governance
☒
The information referred to in Recommendations 7.1(a)(4) and (5) is
included at page 9 of Vulcan’s 2023 Corporate Governance
Statement.

Recommendation 7.1(b) is not applicable.

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Page 12 of 14

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

7.2 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.
☒
We have confirmed that a review of Vulcan’s risk management
framework was undertaken during the reporting period at page 10 of
Vulcan’s 2023 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.
☒
We have provided details relating to Vulcan’s internal audit function
at page 10 of Vulcan’s 2023 Corporate Governance Statement.

Recommendation 7.3(b) is not applicable.


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.
☒
We have disclosed details relating to Vulcan’s key environmental
and social risks and Vulcan’s approach to managing such risks at
page 10 of Vulcan’s 2023 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 13 of 14

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.
☒
We have disclosed a copy of the charter of Vulcan’s People and
Remuneration Committee at:
www.investors.vulcan.co/investor-centre/?page=corporate-
governance
☒
The information referred to in Recommendations 8.1(a)(4) and (5) is
included at page 11 of Vulcan’s 2023 Corporate Governance
Statement.

Recommendation 8.1(b) is not applicable.


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.
☒
We have disclosed Vulcan’s remuneration policies and practices
regarding the remuneration of Vulcan’s four non-executive directors,
and the remuneration of Vulcan’s two executive directors and
Executive KMP at page 12 of Vulcan’s 2023 Corporate Governance
Statement.

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.
☒
We have disclosed Vulcan’s remuneration policy regarding the
remuneration of Vulcan’s Executive KMP at page 12 of Vulcan’s
2023 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 14 of 14

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

ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1 A listed entity with a director who does not speak the language
in which board or security holder meetings are held or key
corporate documents are written should disclose the processes
it has in place to ensure the director understands and can
contribute to the discussions at those meetings and
understands and can discharge their obligations in relation to
those documents.
Not applicable. All Vulcan’s directors speak English as their first
language.

9.2 A listed entity established outside Australia should ensure that
meetings of security holders are held at a reasonable place and
time.
☒
As a New Zealand registered company, Vulcan will ensure that
meetings of shareholders are held at a reasonable place and time
for Australian resident shareholders, as noted at page 16 of Vulcan’s
2023 Corporate Governance Statement.

9.3 A listed entity established outside Australia, and an externally
managed listed entity that has an AGM, should ensure that its
external auditor attends its AGM and is available to answer
questions from security holders relevant to the audit.
☒
Vulcan’s auditor (Deloitte Limited) will attend Vulcan’s 2023 annual
meeting of shareholders and will be available to answer questions
relevant to the audit, as noted at page 16 of Vulcan’s 2023
Corporate Governance Statement.

CORPORATE GOVERNANCE STATEMENT FY23

Vulcan Steel Limited is committed to maintaining high
standards of corporate governance
Vulcan’s corporate governance policies and practices have
been developed with regard to the recommendations set
by the ASX Corporate Governance Council in its Corporate
Governance Principles and Recommendations (4th Edition
- February 2019) and the NZX Corporate Governance Code
(dated 1 April 2023).
This Corporate Governance Statement discloses the extent
to which Vulcan has followed the ASX Recommendations
for the financial year ended 30 June 2023.
Vulcan has a dedicated investor website that can be
found at https://investors.vulcan.co/investor-centre/
On this website, Vulcan provides information about the
company, copies of its annual reports and financial
statements, and its corporate governance practices
(including this Statement and Appendix 4G; its
Constitution; the Board and the two Board Committee
Charters, Vulcan’s Code of Conduct; and all of Vulcan’s
other corporate governance policies, including those
referred to in this Statement).
The corporate governance page on Vulcan’s Investor
Website is at https://investors.vulcan.co/investor-
centre/?page=corporate-governance
This Statement is current as at 29 August 2023 and has
been approved by the Board.
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VULCAN CORPORATE GOVERNANCE STATEMENT FY23

VULCAN CORPORATE GOVERNANCE STATEMENT FY23
1. Board and Management
Board role and responsibilities
The Board is committed to maximising performance,
generating appropriate levels of Shareholder value and
financial return, and sustaining the growth and success
of Vulcan. In conducting Vulcan’s business with these
objectives, the Board seeks to ensure that Vulcan is
properly managed to protect and enhance Shareholders’
interests, and that Vulcan and its Personnel operate in
an appropriate environment of corporate governance.
Accordingly, the Board has created a framework for
managing Vulcan, including adopting relevant internal
controls, risk management processes and corporate
governance policies and practices which it believes are
appropriate for Vulcan’s business and which are designed
to promote the responsible management and conduct
of Vulcan.
As part of that governance framework, the Board has
adopted a formal Board Charter. The Board Charter sets
out the principles for the operation of the Board and the
functions of the Board by describing the structure of the
Board and its Committees, the need for independence and
other obligations of directors. The Board Charter is available
on Vulcan’s Investor Website.
The Board of Vulcan is responsible for, and oversees the
governance of, Vulcan. Clause 2 of the Board Charter
sets out the further responsibilities and functions of
the Board. The Board’s responsibilities include defining
Vulcan’s purpose, setting its strategies and risk appetite,
and approving budgets and business plans. The Board
may delegate consideration to a committee of the Board
specifically constituted for the relevant purpose.
Board committees
The Board has established the following two committees to
assist the Board with discharging its role and responsibilities:
• Audit and Risk Management Committee (ARMC); and
• People and Remuneration Committee (PRC).
The role and responsibilities of the ARMC and PRC are
set out in the Charter that has been adopted for each
committee, and are summarised in each section relating
to the respective committee below.
Other committees may be established by the Board as and
when required. The Board retains ultimate accountability to
Shareholders in discharging its duties.

Chair’s role and responsibilities
The Chair’s role is to lead the Board so that it operates
effectively, as well as facilitating interaction between the
Board and senior management (including the Leadership
Team). Clause 9 of the Board Charter sets out the full
responsibilities of Vulcan’s Chair.
Russell Chenu is Vulcan’s Chair, having been appointed
on 18 June 2021. Russell is an independent, non-executive
director and further details about him, including his
experience and qualifications, are set out in the Governance
section at page 48 in Vulcan’s 2023 Annual Report.

Management’s role and responsibilities
To enable the effective day-to-day management and
leadership of Vulcan, the Board has delegated authority
and powers to manage Vulcan and its businesses to the
Chief Executive Officer. Rhys Jones is Vulcan’s MD and CEO.
The CEO’s responsibilities include implementing Vulcan’s
strategic objectives, instilling and reinforcing Vulcan’s
values, day-to-day management of Vulcan’s operations,
and establishing and implementing the company’s risk
management framework. Clause 3 of the Board Charter sets
out the full responsibilities delegated to the MD and CEO.
The MD and CEO delegates certain matters to the
Leadership Team and other senior management to enable
effective management of all business units. Members of
the Leadership Team regularly attend and present at Board
meetings.
The MD and CEO’s and senior management team’s
delegations are subject to financial and other limits,
which are set out in a formal Delegation of Authority.
Company Secretary’s role and responsibilities
Vulcan’s Company Secretary supports the Board and the
two established Committees on corporate governance
matters, administration relating to Board and Committee
meetings, and disclosures to ASX and NZX. All directors are
able, and regularly do, correspond directly with Vulcan’s
Company Secretary.
Vulcan’s Company Secretary is accountable to the Board,
through the Chair, on all matters to do with the proper
functioning of the Board. The Board is responsible for
appointing Vulcan’s Company Secretary.
Sarah-Jane Lawson is Vulcan’s Company Secretary. Sarah-
Jane’s details, including her experience and qualifications,
are set out in the Governance section at page 49 in Vulcan’s
2023 Annual Report.
Clause 10 of the Board Charter sets out the full responsibilities
of Vulcan’s Company Secretary.
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VULCAN CORPORATE GOVERNANCE STATEMENT FY23
Board nomination and appointment
The PRC Charter provides that the PRC will (amongst
other matters) make recommendations to the Board
with regards to:
• the size and composition of the Board through
considering the Board skills matrix (discussed further
below), succession planning, diversity objectives and
other relevant factors;
• re-election of existing directors; and
• identifying qualifying individuals as possible new directors.
Procedures for the appointment and removal of directors
are governed by Vulcan’s Constitution, the Companies Act
and ASX and NZX Listing Rules.
The Board will ensure that Vulcan undertakes appropriate
background checks (including character, education,
experience and criminal record checks) before a candidate
is put forward to be appointed as a director (whether by
Shareholders or the Board).
Vulcan will also provide Shareholders with all material
information in its possession relevant to the decision on
whether or not to re-elect an existing director or appoint
a new director. This information will be provided in each
notice of ASM, as well as any other channels Vulcan
considers appropriate.
Vulcan has a written agreement with each director setting
out the terms of their appointment as a director of Vulcan.
Each agreement provides (amongst other matters):
• the responsibilities of the Board;
• Vulcan’s expectations of the time commitment required
of a director in serving on the Board;
• requirements with respect to the disclosure of director’s
interests;
• confidentiality obligations relating to all non-public
information disclosed to a director during their
directorship;
• the applicable director fee; and
• other key company and corporate governance practices
and policies that every director is required to comply
with, such as Vulcan’s Securities Trading Policy.
Vulcan entered into a Deed Poll of Indemnity, Access and
Insurance pursuant to which Vulcan provides certain
indemnities, and covenants to take out and maintain
certain insurance, in favour, and for the benefit, of each
director. A copy of that Deed, as well as details relating to
Vulcan’s insurance arrangements, are provided to each
director prior to their appointment.
Vulcan does not prescribe a fixed term of office for its
directors, but each NEDs term is subject to the retirement
provisions contained in Vulcan’s Constitution and the ASX
and NZX Listing Rules.
Vulcan’s Constitution provides for a minimum of three
directors, with no maximum number of directors. There
were some changes to Vulcan’s Board during FY23.
Particularly from:
• 1 July 2022 to 12 September 2022, there were seven
directors, four of whom were independent NEDs (being
Russell Chenu, Bart de Haan, Pip Greenwood and Carolyn
Steele);
• 13 September 2022 to 20 October 2022, there were eight
directors, four of whom were independent NEDs (being
Russell Chenu, Bart de Haan, Pip Greenwood and Carolyn
Steele); and
• 21 October 2023 to the date of this Statement, there were
six directors, three of whom were independent NEDs
(being Russell Chenu, Bart de Haan and Carolyn Steele).
The Board’s intention is to disclose the appointment of
a NED in the notice of Vulcan’s 2023 ASM, or if that is not
possible at that ASM.


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VULCAN CORPORATE GOVERNANCE STATEMENT FY23
Board induction and education
Vulcan has an informal induction programme for new
directors. Previously, new directors have:
• met with Vulcan’s founder (Peter Wells), the MD and
CEO and Leadership Team to gain an understanding
of Vulcan’s history, Principles and Ethos, Vulcan’s
team focused culture, strategy, financials, corporate
governance, risk management framework and
operational matters;
• visited some of Vulcan’s sites in New Zealand and
Australia to observe first-hand the operation of the
various business units (including health and safety
practices) and met with other senior management
(including site leaders); and
• been provided with an information pack containing key
documents relevant to the Board, including the Deed Poll
of Indemnity, Access and Insurance, details of Vulcan’s
insurance arrangements, latest Annual Report, papers
and minutes of previous meetings of the Board and
Committees and corporate governance policies.
The continued education of the Board is important to
Vulcan. All directors are encouraged to continue their
professional development and take up opportunities
that enable them to develop and maintain the skills and
knowledge needed to perform their role as directors
effectively. Time is allocated at Board meetings for the
continuing education of directors on significant issues
facing Vulcan and changes to the regulatory environment,
and members of the Leadership Team regularly present to
the Board to provide updates on their area of the business.
Board meetings are also scheduled at different Vulcan or
Vulcan’s customer’s sites to improve the NEDs’ knowledge of
Vulcan’s business and provide opportunities to personally
connect with Vulcan’s team.
Vulcan is currently in the process of finalising a formal
director induction programme for new directors and,
following completion of that workstream, will then start
developing a programme 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.
Director experience and Board skills matrix
The Board seeks to collectively represent a balance of skills.
All directors are expected to actively support the Principles
and Ethos of Vulcan, and to work diligently to safeguard the
long-term interests of Vulcan and its value to Shareholders.
Further, all directors must demonstrate a track record
of ethical leadership and accountability, of operating
successfully in an environment of challenge and collegiality,
and of understanding commercial risk/return trade-offs.
The Board intends to review and refresh the Board Skills
Matrix annually.
In FY22 an external consultant undertook an analysis of the
most critical strategic capabilities for the Board. Following
that process, the Board, in conjunction with the same
external consultant, adopted (in August 2022) a Board Skills
Matrix that contained 11 particular capabilities (with detailed
key elements for each) that the Board considered needed
adequate representation in order for the Board to fulfil its
responsibility to oversee current-day good governance
along with achievement of its long-term strategies.
In August 2023, the Board Skills Matrix was reviewed by
the Board, with amendments made (including adding
a new “capability” being “information technology and
digital innovation”) and the “Board rating” was updated
to reflect the directors on the Board at the date of this
Statement. As part of the Board’s search for a seventh
director (and fifth NED), the PRC has reflected on the existing
directors’ strengths and which areas of capability should
be focused on for any new director.
Vulcan’s current Board Skills Matrix is set out on the
following page.

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VULCAN CORPORATE GOVERNANCE STATEMENT FY23
Categories CapabilityKey elementsBoard rating
1
IndustryOperational• Experience as a senior executive of, or as an advisor to, business(es) that operate in
industrial manufacturing, construction and/or engineering, and/or related industries
• Strong understanding of manufacturing processes, including how they relate to stock
forecasting and management
• Knowledge of supply chain and logistics
• Experience with workplace health and safety monitoring and initiatives
• Experience in identifying environmental, economic and socially sustainable developments,
and implementing and monitoring sustainability initiatives
3 - High
2 - Moderate
1 – Low/none
Product• Experience in distribution of steel, aluminium and other metal products
• Previous involvement with sales and marketing of manufactured industrial products and
associated categories
• Innovative mindset in relation to industrial manufacturing, construction and/or engineering
products
3 - High
2 - Moderate
1 – Low/none
Future• Development and oversight of business strategy to ensure sustainable growth and earnings
• Ability to understand and monitor international and macro-economic trends
• Consideration of emerging technologies and alternative sustainable opportunities relating
to steel, aluminium and other relevant metals
5 - High
1 - Moderate
Business
insight

Strategy and
commercial
acumen
• Chief Executive Officer and/or executive key management personnel (KMP) experience
demonstrating ethical leadership and accountability in a publicly listed company or large
private company
• Understanding commercial risk/return trade-offs
• Skilled in identifying and managing business risks, including situation analysis, decision-
making processes in a complex and ambiguous environment and market differentiation
5 - High
1 - Moderate
Mergers and
acquisitions
• Identifying and evaluating investment opportunities
• Business integration and consolidation
6 - High
Channels
and
distribution
• Skilled at understanding the customer experience process and insights
• Experience with B2B marketing
3 - High
2 - Moderate
1 – Low/none
Market
knowledge
• Experience as a senior executive in, or as a professional advisor to, businesses that operate
in Australasia (particularly manufactured industrial product distribution, value-add
processing and steels/metals businesses)
3 - High
2 - Moderate
1 – Low/none
Information
technology
and digital
innovation
• Experience as an information technology focused senior executive in, or advisor for,
a publicly listed company or large private company, particularly with experience in
integrating information technology and digital innovation changes into segmentation,
pricing and distribution strategies
• Ability to understand, identify and evaluate information technology and digital innovation
opportunities
0 - High
3 - Moderate
3 – Low/none
Company
oversight
People and
culture
• Leadership and oversight of a large, non-hierarchical and high-performing team, including
creating and fostering an excellent organisation culture (and appreciating the impact that
culture has on performance), talent management, development and retention, employee
engagement, succession planning, developing senior executives’ remuneration packages
(including long-term incentive-based remuneration) and setting key performance
indicators
5 - High
1 - Moderate
Listed
company
governance
• Board experience with other listed companies (primarily on ASX and/or NZX)
• Understanding of legal, policy and regulatory environments that Vulcan operates in
• Experience in establishing, implementing and monitoring environmental, social and
governance (ESG) policies and practices
• Engagement with company shareholders
5 - High
1 - Moderate
Financial
expertise
• Experience in financial accounting, tax, external/ internal auditing and reporting, and/or
corporate finance, either as a Chief Financial Officer in a publicly listed company or large
private company, chair of an audit and risk management committee (or equivalent),
chartered accountant, licensed auditor, or leadership position in a professional financial
services/advisory firm
• Experience in identifying, managing and mitigating financial risks
3 - High
3 - Moderate
Capital
markets
• Strong understanding of equity and debt capital markets in Australasia, knowledge of
a range of funding sources and capital structuring models
4 - High
2 - Moderate
1. Definitions of ratings are below:
High capability – high level of strong contribution in this capability, typically supported by deep ‘hands-on’ expertise at a senior management (or equivalent) level. Ability to strongly
pressure test management’s thinking in this area.
Moderate capability – capable and experienced, representing expertise gained through exposure at a governance level or some exposure from executive roles. Makes meaningful
contribution to discussion in this area at a senior management (or equivalent) level.
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VULCAN CORPORATE GOVERNANCE STATEMENT FY23
The Board also looks for diversity within these skills sets. The following graphs illustrate the diversity of the Board by reference to
a number of factors as at the Balance Date.
DIRECTOR TENURE
BOARD GENDER DIVERSITY
AGE OF DIRECTORS
TERTIARY QUALIFICATIONS
EXPERIENCE
0 - 5 years
Female - Non executive
Industrial
< 50 years11 - 15 years 60 - 69 years
6 - 10 years
Male - Non executive
Consulting and/or financial services
MD and CEO
Commercial and legal
COO
50 - 59 years> 15 years> 70 years
Law
Commerce/Business
Arts
33%
17%
50%
33%
33%
17%
17%
17%
17%
50%
16%
17%
67%
16%
17%
33%
50%
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VULCAN CORPORATE GOVERNANCE STATEMENT FY23
Board performance reviews
The Board is committed to formally reviewing its
performance, as well as the performance of both the
Committees and individual directors. The Board intends
that the performance review process will be conducted
on an annual basis. In accordance with the Board Charter,
reviews are intended to assess (among other things) the
effectiveness of the Board and Committees, the skills mix
and experience of, and contributions made by, directors
and independence of each NED.
In December 2022, the Board participated in a workshop,
with an external consultant facilitating, which covered the
Board and individual directors’ performance reviews, on-
going education programme for directors, a new director
induction programme, and Board renewal and succession
planning. Following that workshop, the PRC and the Board
have been working on developing the various programmes
and the recruitment of a seventh director (fifth NED).
Due to the changes in the Board during FY23 and the
focus on recruiting another director, a formal review of the
performance of the ARMC, PRC and their members was not
undertaken during FY23. The ARMC and PRC each intend to
review their performance during the next reporting period
(1 July 2023 to 30 June 2024) and will disclose relevant
information relating to this in Vulcan’s 2024 Corporate
Governance Statement.
Director independence
In determining whether a director is independent, the
Board considers whether the director is free of any interest,
position or relationship that might influence, or reasonably
be perceived to influence, their capacity to bring an
independent judgement to bear on issues before the Board
and to act in the best interests of Vulcan as a whole, rather
than in the interests of an individual shareholder or any
other person.
The Board is working on developing guidelines for assessing
the materiality of the director’s relationship that may affect
their independence (set out in clause 13(b) of the Board
Charter).
The Board regularly assesses the independence of
its directors, and each director is required to provide
information relative to this assessment. The Board currently
comprises six appointed directors, with two executive
directors (Rhys Jones the MD and CEO and Adrian Casey
the COO) and four NED.
One NED, Wayne Boyd, has been a director since Vulcan
was incorporated in 1995. Vulcan has not adopted a limit
on director tenure. Wayne is also an investor in property
syndicates which own properties where a member of
the Vulcan Group is a tenant. For FY23, the Board has
considered and determined that Wayne is not independent
(being the same decision the Board made in FY22 as well).
The Board considers that the other three NEDs are
independent directors. This means that 50% of Vulcan’s
Board are considered to be independent directors.
Set out in the table below are details of the length of
service of each current Vulcan director and the Board’s
assessment of the independence of each during the
current reporting period.
As at the Balance Date, being the end of the reporting
period, none of the three directors that the Board
considered to be independent had an interest, position,
association or relationship of the type described in ASX
Recommendation 2.3.
DirectorRoles Date appointedTenure (as at 29 August 2023)
Russell ChenuChair of Board
Independent non-executive
director
18 June 20212 years
Rhys JonesManaging director and Chief
Executive Officer
Executive director
5 September 200616 years
Wayne BoydNon-executive (non-
independent) director
2 June 1995
28 years
Adrian CaseyChief Operating Officer
Executive director
13 September 202211 months*
Bart de HaanChair of People and
Remuneration Committee
Independent non-executive
director
21 September 20157 years
Carolyn SteeleChair of Audit and Risk
Management Committee
Independent non-executive
director
16 August 20212 years
* Adrian was also previously a director of VSL from 24 May 2001 to 31 December 2015.
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VULCAN CORPORATE GOVERNANCE STATEMENT FY23
2. Audit and Risk Management Committee
Role and membership of ARMC
The Board has established an Audit and Risk Management
Committee, which committee is governed by a charter
(ARMC Charter). The ARMC Charter was originally adopted
by the Board in September 2021, and was reviewed and
amendments approved by the Board on 19 October
2022. The ARMC Charter sets out the ARMC role and
responsibilities, which includes:
• overseeing Vulcan’s financial reporting, internal control
systems, risk management and audit functions;
• maintaining communication between the external auditor
and Vulcan management;
• overseeing related party transactions; and
• assisting the Board to fulfil its corporate governance
responsibilities.
In accordance with the ARMC Charter, the current ARMC has:
• at least three members, currently being Carolyn Steele,
Russell Chenu and Bart de Haan;
• appointed only NEDs as members of the ARMC;
• at least a majority of directors who are independent,
currently having only independent directors as appointed
members; and
• the chair, being Carolyn Steele, who is an independent
NED and who does not chair the Board.
The qualifications and experience of the three members of
the ARMC are set out at pages 48 to 49 of the 2023 Annual
Report.
The ARMC Charter provides that the ARMC must meet a
minimum of three times annually (or as frequently as is
required to undertake its role effectively) and that the current
intention of the ARMC is to meet once each financial quarter.
During FY23:
• the ARMC had five meetings, with at least one in each
financial quarter (being two meetings in August 2022,

and one meeting in each of November 2022, February
2023 and May 2023); and
• the members of the ARMC attended all the ARMC
meetings that they were eligible to attend (noting that
Carolyn Steele and Russell Chenu attended all five
meetings, Peter Wells and Pip Greenwood were members
of the ARMC from 1 July 2022 to 20 October 2022 and both
attended the two ARMC meetings they were eligible to
attend, and Bart de Haan was appointed to the ARMC
on 20 October 2022 and he attended the three ARMC
meetings he was eligible to attend).
The Board intends to review the membership of the ARMC
following the appointment of a new director (which the
Board is intending to disclose in the notice of Vulcan’s 2023
ASM, or if that is not possible at that ASM).
Corporate reporting
Clause 5 of the ARMC Charter provides that the ARMC
will review Vulcan’s financial statements and reports with
Vulcan management and Vulcan’s external auditor (which
is currently Deloitte) before recommending to the Board
whether those such financial statements and reports should
be approved and signed. The ARMC is also responsible for
ensuring that appropriate processes are in place to form
the basis upon which the MD and CEO, and CFO, provide the
recommended declarations in relation to Vulcan’s financial
statements.
On 29 August 2023, Rhys Jones (MD and CEO) and Kar Yue
Yeo (CFO) provided a representation letter to the Board that
included the following declaration:
• in their opinion:
- the financial records have been properly maintained; and
- the financial statements comply with the appropriate
accounting standards and give a true and fair view of
the financial position and performance of the Vulcan
Group; and
• their opinion has been formed on the basis of a sound
system of risk management and internal control which

is operating effectively.
On this basis, the financial statements for FY23 were
approved by the Board.
Periodic corporate reports
For FY23, Vulcan prepared:
• a report for the half year ended 31 December 2022, which
was reviewed by Vulcan’s auditor, Deloitte, and released
to ASX and NZX on 14 February 2023; and
• FY23 Annual Report, which was audited by Deloitte and
released to ASX and NZX on 29 August 2023.
The ASX Listing Rules do not require Vulcan to release, and
as such Vulcan has not disclosed, any quarterly activity
reports or quarterly cash flow reports for FY23. Further, as
noted in section 292 of the Corporations Act and Rule 4.5

of the ASX Listing Rules, Vulcan, as a New Zealand registered
company, is not required to prepare an annual directors’
report because it is a registered company in New Zealand.
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VULCAN CORPORATE GOVERNANCE STATEMENT FY23
Internal audit
Clause 6(c)(iii) of the ARMC Charter provides that the ARMC
is responsible for reviewing and reporting to the Board (at
least annually) on the effectiveness of Vulcan’s internal
control; and reviewing and reporting to the Board (at least
annually) on the effectiveness of internal systems and
process for identifying, managing and monitoring material
business risks.
The ARMC is also required to manage audit arrangements
and auditor independence, including considering whether
an internal audit function is required, and if not, ensuring
that Vulcan discloses the processes it employs to evaluate
and improve its risk management and internal control
processes.
Vulcan does not currently have a distinct internal audit
function. Vulcan’s CFO and Finance team, in consultation
with the various business units, regularly review and where
appropriate, amend and update Vulcan’s risk management
framework (including the Risk Appetite Statement, Risk
Register and Risk Matrix). Following those reviews,
working groups are established to develop and drive the
implementation of any continuous improvement practices
and changes to internal processes. Members of Vulcan’s
Leadership and Finance teams also regularly visit Vulcan
sites in both New Zealand and Australia, and assist sites
to address various issues ranging from governance to risk
management (including health and safety). In addition,
Vulcan’s non-hierarchical structure aims to ensure that
all employees are empowered with responsibility and
autonomy within their role, including to assess compliance
with internal processes and recommend improvements to
existing practices.
External auditor
Vulcan’s external auditor is Deloitte. Deloitte was appointed
by Vulcan’s shareholders at its annual general meeting in
2011.
Deloitte is invited to the ARMC meetings where the half-
year and annual results for Vulcan are considered. Where
Deloitte has accepted an invitation to attend an ARMC
meeting, all papers provided to the ARMC are also made
available to Deloitte.
Deloitte representatives are also available to all ARMC
members.
Deloitte attended Vulcan’s inaugural ASM since listing on
ASX and NZX, which was held at Eden Park in Auckland on
Thursday, 20 October 2022. In addition, Deloitte has been
invited to and has indicated that it will attend Vulcan’s
2023 ASM which will be held on Wednesday, 8 November
2023. Formal notice of the 2023 ASM will be given to the
auditor of Vulcan (in accordance with clause 16.1 of Vulcan’s
Constitution and the Companies Act).
A Deloitte representative will be available to answer
questions from shareholders relevant to the audit at the
2023 ASM.
Deloitte’s independence declaration is contained at pages
100 to 101 of Vulcan’s 2023 Annual Report.
Risk management
Vulcan sets a culture of risk management where each
person is responsible for identifying and managing risk.
Management is responsible for establishing Vulcan’s risk
management framework, including identifying major risk
areas and establishing policies and processes to identify,
monitor and manage these risks.
The Board is responsible for overseeing this risk
management framework, as well as disclosing any material
exposure to environmental or social risks and how these
will be managed. The ARMC is responsible for monitoring
and reviewing Vulcan’s risk management framework, major
risk areas and policies and processes in consultation with
management.
As provided in the ARMC Charter, Vulcan’s risk management
framework is to be reviewed at least annually. The Risk
Appetite Statement, Risk Register and Risk Matrix were
reviewed twice in FY23 (at the August 2022 and May 2023
ARMC meetings), and the latest versions were approved by
the Board at the Board meeting in June 2023.
The Risk Appetite Statement outlines the approach to risk
taken by Vulcan in the pursuit of its strategic objective to
create stakeholder value through being the most customer
focussed and efficient Australasian-wide industrial product
distributor and value-added processor.
The primary risks that Vulcan faces are set out in the
Governance section (at page 46) of Vulcan’s 2023 Annual
Report.
Vulcan’s key economic, environmental and social
sustainability risks, together with its approach to managing
those risks, are outlined in the Environment & Sustainability
section (at pages 20 to 71) of Vulcan’s 2023 Annual Report.
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VULCAN CORPORATE GOVERNANCE STATEMENT FY23
3. People and Remuneration Committee
Role and membership of PRC
Vulcan’s Board established a People and Remuneration
Committee of the Board in August 2021 (which combines
the governance of a “nomination committee” and a
“remuneration committee”) and the PRC is governed by
a charter (PRC Charter). The PRC Charter was originally
adopted by the Board in September 2021, and was reviewed
and amendments approved by the Board on 19 October 2022.
The PRC Charter provides that the key responsibilities and
functions of the PRC are to oversee:
• Vulcan’s remuneration framework and policies;
• succession planning for Executive KMP; and
• people and culture strategies and policies.
In accordance with the PRC Charter, the PRC has:
• at least three members, currently being Bart de Haan,
Wayne Boyd, Russell Chenu and Carolyn Steele;
• only NEDs;
• a majority of directors (three out of four directors) who
are independent, being Bart de Haan, Russell Chenu
and Carolyn Steele; and
• a chair, being Bart de Haan, who is an independent NED.
PRC meetings
The PRC intends to meet a minimum of three times in each
financial year. During FY23:
• the PRC had five meetings (in September 2022, March
2023, April 2023, May 2023 and June 2023); and
• each of the members of the PRC attended all the PRC
meetings that they were eligible to attend (noting that
Bart de Haan, Russell Chenu and Wayne Boyd attended
all five meetings, and Carolyn Steele, who was appointed
to the PRC on 20 October 2022, attended the four PRC
meetings she was eligible to attend).
Like with the membership of the ARMC, the Board intends
to review the membership of the PRC following the
appointment of a new seventh (and fifth non-executive)
director.
Director remuneration
On 3 August 2021, prior to Vulcan listing on the ASX and NZX
and as disclosed in the Prospectus, the Board resolved (in
accordance with section 161 of the Companies Act) that the
total available fees to be paid to directors was NZ$1,300,000
per annum.
Under Vulcan’s Constitution, the Board may determine
the amount paid to each director as remuneration for
their services as a director. Vulcan’s remuneration policies
and details relating to the remuneration paid to the two
executive directors and four NEDs are disclosed in the
Remuneration Report (at pages 70 to 71) in Vulcan’s 2023
Annual Report.
In accordance with ASX Listing Rule 10.17, any increase in the
total aggregate amount of Vulcan’s directors’ fees payable
to non-executive directors will require prior approval of
Vulcan’s shareholders. The total aggregate amount of
directors’ fees payable to its NEDs was not changed in FY22
or FY23, and Vulcan does not currently propose to increase
the directors’ fee pool.
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VULCAN CORPORATE GOVERNANCE STATEMENT FY23
4. Leadership team
Vulcan’s leadership team is made up of nine team members:
• Rhys Jones (MD and CEO);
• Kar Yue Yeo (CFO);
• Adrian Casey (COO);
• James Wells (Chief Information Officer);
• Helene Deschamps (Leadership Development);
• Bradley Childs (Australian Leader);
• Matthew Lee (Australian Leader);
• Ken Collin (Australian Leader); and
• Richard Love (Australian Leader).
Members of the Leadership Team have written employment
agreements setting out their responsibilities, terms of
employment and termination entitlements. The agreements
are between Vulcan (for the New Zealand employees)
or Vulcan Steel (Australia) Pty Limited (for the Australian
employees), and each member of the Leadership Team
personally.
Executive KMP’s remuneration
Vulcan’s remuneration policies and practices relating to the
remuneration paid to the Executive KMP are disclosed in the
Remuneration Report at (pages 65 to 70) in Vulcan’s 2023
Annual Report.
For the COO and CFO, performance evaluations relating to
FY23 and reviews of remuneration for FY24 were undertaken
in June 2023 (as noted at page 65 of Vulcan’s 2023 Annual
Report).
As noted at page 62 of the 2023 Annual Report, Vulcan will
seek shareholder approval for the grant of performance
share rights under Vulcan’s long-term incentive plan (LTIP)
to be made in FY24 to the MD and CEO, and COO (who also
serve as directors). Further details will be provided in the
notice of the ASM.
Leadership Team remuneration and performance reviews
The PRC has oversight of the performance of the
Leadership Team.
The Executive KMP reviews the performance of the other
members of the Leadership Team. All performance reviews
are conducted annually in conjunction with consideration
of each team member’s total remuneration. Evaluations of
performance during FY23 and reviews of remuneration for
FY24 were undertaken for the Leadership Team (other than
the Executive KMP) in July 2023.
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VULCAN CORPORATE GOVERNANCE STATEMENT FY23
5. Principles and Ethos
Vulcan’s Principles and Ethos are the foundations behind its
operations and form the basis of Vulcan’s unique corporate
culture. Since starting out in 1995, Vulcan has operated a flat
structure model based on the belief that everyone is equally
important to success, and therefore should be an active
decision maker, who is empowered with responsibility and
autonomy within their role. Vulcan has found this mentality
keeps the business agile, efficient and effective, whilst
also ensuring that its employees feel trusted, valued and
fulfilled. Vulcan’s ethos is that flexible, relaxed and enjoyable
workplaces make for employees who feel truly appreciated,
supported and happy.
To ensure Vulcan’s Principles and Ethos are not just
statements, but actively embodied values, Vulcan holds
regular education sessions for all employees on the
Principles and Ethos.
Our Principles
Promote a safe
working environment
Remain ambitious
Be financially prosperous
Provide an enjoyable
workplace
Balance the above
Our Ethos
Team first, but respect
for the individual
Each person responsible with
minimum misunderstanding
Clear profit centre goals
Relaxed, professional
and committed
Support our local
communities
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VULCAN CORPORATE GOVERNANCE STATEMENT FY23
6. Corporate Governance Policies
Vulcan has adopted the following corporate governance
policies:
• Anti-Bribery and Corruption (ABC) Policy
(approved 30 November 2022);
• Code of Conduct (approved 30 November 2022);
• Disclosure Policy (approved 30 November 2022);
• Diversity and Inclusion Policy
(approved 30 November 2022);
• Securities Trading Policy (approved 19 October 2022);
• Shareholder Communication Policy
(approved 30 November 2022); and
• Whistleblower Protection Policy
(approved 13 February 2023).
Each of the above policies, and Vulcan’s practices, have
been developed with regard to the ASX Recommendations
and the NZX Code. All these policies are available to view in
the “Corporate Governance” section on Vulcan’s Investor
Website.
Further details relating to Vulcan’s corporate governance
policies are set out in this section.
These policies were originally adopted by the Board prior to
Vulcan’s listing on the ASX and NZX in November 2021 and
the last review and approval dates for these seven policies
are as set out above. The Board seeks to review these
policies annually, and all seven policies will be subject to
further review by the Board before the end of 2023.
Code of Conduct
Vulcan expects everyone at Vulcan to carry on business
honestly and fairly, acting only in ways that reflect well
on Vulcan and in strict compliance with all laws and
regulations.
Vulcan has developed a Code of Conduct to put Vulcan’s
Principles and Ethos into practice by providing a clear and
unambiguous framework of the standards that should be
upheld and the behaviour of all Personnel. Personnel are
required to understand and comply with their obligations
under the Code of Conduct.
Any known or suspected breaches of the Code of Conduct
are required to be reported to a Whistleblower Protection
Officer (in accordance with Vulcan’s Whistleblower
Protection Policy, as discussed below) or a member of the
Leadership Team or other senior management. Vulcan
endeavours to treat complaints confidentially and will
support any Personnel who, acting in good faith, reports a
breach or concern.
During FY23, all Vulcan employees were periodically made
aware of their obligations in relation to Vulcan’s Code of
Conduct.
Anti-Bribery and Corruption Policy
Vulcan’s reputation as an ethical business organisation is
important to its ongoing success. Vulcan is committed to
conducting its business activities in an ethical, lawful and
socially responsible manner, and in accordance with all
laws of the countries in which it operates.
Vulcan’s Anti-Bribery and Corruption Policy (ABC Policy)
supports Vulcan’s Code of Conduct and applies to all
Personnel and in certain circumstances, consultants,
secondees, contractors, agents and intermediaries
representing the company.
Vulcan will not tolerate any bribery and corruption, or
attempts to conceal such conduct, and strives to develop
and maintain best practice processes and procedures to
prevent, detect and investigate fraud and corruption.
During FY23, the Board did not receive any reports of
any breaches, or any concerns, suspected or potential
breaches, of the ABC Policy.
In FY23, all Vulcan employees were periodically made
aware of their obligations in relation to the ABC Policy.
Disclosure Policy
Vulcan is subject to continuous disclosure obligations
under the ASX Listing Rules and relevant provisions of the
Corporations Act which require Vulcan to immediately
notify the market, through ASX’s MAP, if it has, or becomes
aware of, any information concerning Vulcan that a
reasonable person would expect to have a material effect
on the price or value of Vulcan’s securities were that
information to be generally available.
As an NZX foreign exempt issuer, Vulcan must also release
through NZX any information or notice that it gives to
ASX and makes public to the market (and any additional
information that NZX requests) at the same time as such
information or notice is provided to ASX.
To ensure Vulcan’s compliance with its continuous
disclosure responsibilities, Vulcan has adopted a Disclosure
Policy and appointed a disclosure committee (comprising
the Chair, Company Secretary, CFO and any other person
appointed by the Chair) to oversee Vulcan’s obligations.
The Directors are emailed a copy of all material market
announcements made through ASX and/or NZX
promptly after confirmation of release of such market
announcement has been received from ASX and NZX.
Vulcan also ensures that any new and substantive investor
or analyst presentation given in relation to Vulcan is
uploaded to the ASX MAP ahead of the presentation.
During FY23, Vulcan provided to the market (via ASX’s and
NZX’s MAPs) copies of Vulcan’s presentations for the:
• ASX CEO Connect Virtual Conference on the ASX MAP and
NZX MAP prior to the presentation on 7 March 2023; and
• Forsyth Barr’s Investor Day 2023 on the ASX MAP and NZX
MAP prior to the presentation on 5 April 2023.
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VULCAN CORPORATE GOVERNANCE STATEMENT FY23
Diversity and Inclusion Policy
Vulcan’s Diversity and Inclusion Policy is discussed in the
Diversity, Inclusion and Equity section below.
Securities Trading Policy
Vulcan’s Securities Trading Policy regulates dealings in
Vulcan’s shares (and other securities) by all Personnel (and
their associated investment vehicles) including setting out
trading windows and the authorisation process.
In accordance with the Corporations Act and FMC Act,
Vulcan’s Securities Trading Policy specifies that any Vulcan
Personnel who is in possession of non-public price sensitive
information regarding Vulcan may not trade in Vulcan
shares (or other Vulcan securities), unless an exemption
applies. The nominated Authorising Officer (as specified
in the Policy) may approve trading in exceptional
circumstances (where such exceptional circumstances
have been determined by the Board) provided that in
granting such approval there would not be a breach of
any applicable insider trading laws.
A total of 36,428,438 ordinary shares (27.72%) are held by
entities associated with Peter Wells (Vulcan’s founder and
director until 20 October 2022), Wayne Boyd (non-executive
director), Rhys Jones (MD and CEO), Adrian Casey (COO)
and Kar Yue Yeo (CFO) that are subject to escrow
arrangements which were put in place as part of the initial
public offering of Vulcan.
The escrow arrangements for these “executive escrowed
shares” ends at 4:15pm AEST on 29 August 2023 (being the
date that Vulcan’s financial results for FY23 are announced).
Following the lifting of the escrow arrangements those
shareholders will be able to trade their shares, but the
shareholders who are also Vulcan directors and/or
employees will only be able to trade subject to compliance
with Vulcan’s Securities Trading Policy.
Shareholder Communication Policy
Vulcan’s Shareholder Communication Policy is discussed in
the Shareholder Communication section on page 16 below.
Whistleblower Protection Policy
Vulcan is committed to fostering a culture of compliance,
ethical behaviour and good corporate governance, and
wishes to ensure that no Personnel suffers any detriment
because of speaking up about potential misconduct
concerns.
Vulcan’s Whistleblower Protection Policy sets out who is
entitled to protection as a whistleblower, the protections
that whistleblowers are entitled to and how disclosures
made by whistleblowers will be handled by Vulcan.
James Wells is the New Zealand Whistleblower Protection
Officer in New Zealand, and Brendon Chandulal and Frith
Thompson are joint Whistleblower Protection Officers in
Australia. Whistleblower Protection Officers are required
to provide quarterly updates to the Board on all active
whistleblower matters (subject to confidentiality
obligations).
During FY23, the Board did not receive any reports from
a Whistleblower Protection Officer of any disclosures under
the Whistleblower Protection Policy.
Vulcan has recently added a section on its Investor Website
that allows a party to make a disclosure under its
Whistleblower Protection Policy – see https://investors.
vulcan.co/Disclose-a-Concern/ . The form on that website
allows anonymous disclosures and will be provided to an
independent third party, who will investigate any
information disclosed in accordance with the Whistleblower
Protection Policy. In addition, Vulcan has also engaged EAP
Services as an independent alternative so that Personnel
can confidentially report any concerns.
During FY23, all Vulcan employees were periodically made
aware of their obligations in relation to the Whistleblower
Policy.

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VULCAN CORPORATE GOVERNANCE STATEMENT FY23
7. Shareholder Communication
Vulcan recognises that shareholders and other stakeholders
are entitled to be informed in a timely and readily accessible
manner of all major developments affecting Vulcan. As such,
Vulcan has a Shareholder Communication Policy to promote
effective communication with shareholders and other
stakeholders, to encourage and facilitate participation at
Vulcan’s annual meeting of shareholders and any special
meetings of shareholders, and to ensure that such parties’
inquiries are dealt with promptly.
Information is provided to shareholders through:
• announcements made to ASX and NZX in accordance
with Vulcan’s continuous disclosure obligations; and
• Vulcan’s annual and half year reports.
Copies of all announcements and reports are available:
• on Vulcan’s page on ASX’s website -
https://www2.asx.com.au/markets/company/vsl
• on Vulcan’s page on NZX’s website -
https://www.nzx.com/instruments/VSL
• at the investor section of Vulcan’s website -
https://investors.vulcan.co/Investor-Centre/
Vulcan’s investor relations programme actively encourages
two-way communication with shareholders:
• through its ASM (as discussed below), where shareholder
participation is actively encouraged and facilitated;
• by providing information via the Vulcan’s Investor
Website (as discussed above); and
• by providing the option to receive email communications
from, and send email communications directly to, Vulcan
and to Link Market Services Limited (as Vulcan’s share
registry).
Vulcan will hold its ASM each year within six months of its
balance date (as required under the Companies Act).
Notice of the ASM (as well as any other shareholder
meetings) will be provided to shareholders in accordance
with Vulcan’s Constitution and the Companies Act, and will
be accessible on Vulcan’s Investor Website, as well as being
lodged with ASX and NZX. All notices will include details of
any resolutions that are to be voted on at such meetings,
as well as any explanatory memoranda.
As a New Zealand registered company, Vulcan will ensure
that meetings of shareholders are held at a reasonable
place and time for Australian resident shareholders. Vulcan
intends to provide a platform to enable shareholders to
participate virtually at all of its meetings of shareholders.
Shareholders will be able to vote on any notified resolutions
at shareholder meetings, and any shareholders who are not
able to attend such meetings will be able to vote by proxy.
Vulcan will ensure that all substantive resolutions at a
meeting of shareholders are decided on a poll (rather
than a show of hands).
Vulcan’s Chair, MD and CEO and at least some of Vulcan’s
Leadership Team will be present at the ASM and will provide
an update on Vulcan’s activities and be available to answer
any questions from shareholders. Deloitte, as Vulcan’s
external auditor, will attend the 2023 ASM and will also be
available to answer questions on Vulcan’s FY23 financial
statements.
Shareholders will be encouraged to send their questions
to Vulcan prior to the ASM.
Throughout the year Vulcan engages with current and
previous shareholders and potential investors, analysts
and proxy advisers. Feedback from investor engagement,
reports prepared by analysts and brokers and additional
relevant information are all reviewed and reported to the
Board at each of the seven main scheduled Board
meetings.
Vulcan does not hold meetings or briefings to discuss
Vulcan’s financial performance (or any other matter)
with individual and institutional investors, analysts or
media representatives in the two weeks prior to Vulcan’s
ASM and Vulcan’s other blackout periods (as per clause
10.7 of Vulcan’s Disclosure Policy).

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VULCAN CORPORATE GOVERNANCE STATEMENT FY23
8. Diversity, equity and inclusion
Vulcan is committed to fostering a diverse, equitable and
inclusive workplace where all employees are treated fairly
with dignity and respect. Vulcan endeavours to create an
environment where all employees feel understood, valued
and celebrated, and also feel empowered to execute their
work responsibilities. Vulcan believes the positive outcomes
and better overall performance that can be achieved
through a diverse workplace, including the ability to
attract, retain, motivate and develop directors, officers and
employees from the widest possible pool of available talent.
In addition, Vulcan understands that actively embracing
diversity and inclusion means working towards a workplace
of equity, not just equality.
To continue to ensure that diversity is fostered in perpetuity
within Vulcan, Vulcan has adopted a Diversity and Inclusion
Policy, as well as established a diversity, equity and
inclusion (DEI) group and implemented a DEI programme.
Vulcan’s Diversity and Inclusion Policy (D&I Policy) provides
that the Board is responsible for setting objectives to
promote diversity (including in respect of gender diversity,
age diversity and cultural diversity) and Vulcan’s progress in
achieving such objectives. The Board’s intention is that the
D&I Policy’s effectiveness is to be measured at least annually,
and the objectives set for each reporting period, as well as
the progress towards achievement of those objectives, is to
be disclosed in Vulcan Group’s annual report.
The D&I Policy is disclosed in the corporate governance
section on Vulcan’s Investor Website.
The DEI team consists of 16 employees from various teams
and sites across Vulcan’s business. The purpose of this
group is to establish and enable a DEI action plan, and to
facilitate the ongoing implementation of these initiatives.
Vulcan is a member of Diversity Works New Zealand and
the DEI working group continues to work closely with
their consultants to understand best practice in the DEI
space, facilitate Vulcan’s internal workshops and trainings,
establish robust processes and annually collate Vulcan’s
diversity data from which Vulcan sets measurable goals
and targets for the year ahead.
The DEI team has created three focussed working groups
that have established and now implement the DEI
programme.
Following completion of Vulcan’s first DEI survey (conducted
in April 2022), three working groups were established to
implement key DEI initiatives based on the survey results
- the Inclusive Facilities group, the Developmental and
Educational Pathways group, and the Recruitment and
Onboarding Experience group. Further details about each
group are set out below:
• Inclusive Facilities: The key objective of the “Inclusive
Facilities” group is to encourage and support the creation
of facilities that are welcoming and comfortable for
a diverse group of current and prospective Vulcan
Personnel.
• Development and Educational Pathways: This group’s
main objective is to ensure Vulcan Personnel are
engaged in training and education that not only helps
with their development, but also fosters inclusivity and
belonging.
• Recruitment and Onboarding Experience: This working
group’s focus is to create a recruitment experience that
reduces barriers and bias in hiring across Vulcan, and
an onboarding experience that ensures once people are
employed, they are included and feel that they belong.
During FY23, the three DEI working groups together have
implemented the following changes across Vulcan:
• Completed a facilities audit of 26 Vulcan sites (including
assessment of toilets, change rooms, private spaces,
lunch areas, and disabled access) and improvement
plans for sites where gaps in facilities were identified are
underway. Note that this audit was completed prior to
the acquisition of the aluminium business in August 2022
and so an audit of facilities at all aluminium sites is still
currently being conducted.
• Piloted an education programme covering literacy,
numeracy, communication, and leadership skills which
was piloted at a New Zealand site and a similar pilot
programme was launched at an Australian site from
June 2023. Opportunities for further programmes are
currently being reviewed.
• Two unconscious bias trainings completed by 113 leaders
across the business.
• Initiated annual pay equity review.
• Creation of videos showcasing Vulcan and its people.
• In June 2023, the second annual DEI survey of all Vulcan
employees (1,361 people) was conducted.
In addition, for FY24 the following initiatives are already
underway or are planned to be implemented:
• Already underway –
> Creation of a cultural handbook
> Development and implementation of a formal
employee induction programme.
> Standardisation of advertisements for jobs at Vulcan
and reviewing of advertising channels used for those
job ads.
• Planned - Further unconscious bias trainings in the
second half of 2023.

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VULCAN CORPORATE GOVERNANCE STATEMENT FY23
Vulcan’s annual DEI survey is conducted to understand
the diversity of the Vulcan team and from this, how Vulcan
can best serve them as employees. This data provides
valuable insights into the gender, age, nationality, ethnicity,
religious, language and education diversity across Vulcan.
In addition, the anonymous comments section of the DEI
survey also provides valuable feedback and suggestions,
identifying areas where improvements can be made.
Following each annual survey, Vulcan reviews the results
and determines its actions for the coming 12 months.
Following further development of Vulcan’s DEI programme,
Vulcan expects to report on its DEI objectives and initiatives
in Vulcan’s FY24 Corporate Governance Statement.
As expected, following the aluminium acquisition there has
been significant changes in the DEI survey data from 2022
to 2023. Particularly, employee headcount has increased
by 54%. Further summaries from the 2023 DEI survey are set
out below.
Vulcan has an ongoing partnership with Diversity Works
New Zealand whereby a Diversity Works consultant
facilitates Vulcan’s unconscious bias training. The training
is conducted over three sessions with groups of between
70 and 90 leaders across New Zealand and Australia.
The sessions are interactive with a focus on helping
those leaders to form a foundational understanding of
unconscious bias from which they can continue to build.
Following the formal education session, site leaders
hold informal discussions with their teams that focus on
identifying and sharing personal experiences of biases
and how best to mitigate these at a site level. As a third
step, a leadership meeting (attended by 91 leaders) is
dedicated to site leaders sharing and reflecting upon these
discussions and their resulting action plans. This three-step
process is repeated bi-annually across New Zealand and
Australia to ensure ongoing education for both new and
existing leaders.
Clause 4 of the Diversity and Inclusion Policy also provides
that respective proportions of each gender on the Board, who
are Executive KMP, “senior management” and across Vulcan’s
whole workforce will be disclosed annually in the Vulcan
Group’s annual report. At the Balance Date, Vulcan had:
• three male NEDs (75%) and one female NED (25%);
• three males (100%) in Vulcan’s Executive KMP;
• eight males (89%) and one female (11%) in Vulcan’s
Leadership Team (which includes Executive KMP and
other employees that Vulcan considers to be “senior
management”); and
• 85% male and 15% female Vulcan employees.
25%
13%
59%
26%
As at June 2023, Vulcan had the following employee gender mix based on roles undertaken within Vulcan:
With 85% of Vulcan’s employees identifying as male, there is a particularly strong focus on attracting, retaining and developing
female employees.
EMPLOYEE GENDER MIX BY ROLE GROUP
Non-executive
Director
Management
Central &
Support
Sales
Driver &
Warehouse
020406080100
3%
75%
87%
41%
74%
97%
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VULCAN CORPORATE GOVERNANCE STATEMENT FY23
Based on the data collected in June 2023 from Vulcan’s second DEI survey, Vulcan had the following age diversity among its
employees:
EMPLOYEE AGE MIX BY ROLE GROUP
EMPLOYEE AGE MIX TOTAL
Non-executive
Director
Management
Central &
Support
Sales
Driver &
Warehouse
50+
40
30
20
020406080100
0100200300400500
36%
75%25%
11%33%
25%
24%
25%
4%
17%
12%
20%
52%
30%28%
37%27%
33%22%
25%
23%
16%
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VULCAN CORPORATE GOVERNANCE STATEMENT FY23
9. Compliance
Where any ASX Recommendation has not been followed,
an entity is required to disclose this fact in its corporate
governance statement, and provide reasons for not
following such ASX Recommendation, along with what
(if any) alternative governance practices the entity has
adopted instead of the relevant ASX Recommendation.
As at the date of this Statement, Vulcan was compliant
with the ASX Recommendations except as set out in the
table below:
ASX RecommendationSummary of Vulcan’s position
ASX Recommendations 1.5(b), 1.5(c)(1) and 1.5(c)(2)
A listed entity should 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 disclose in relation to each reporting period the
measurable objectives set for that period to achieve gender
diversity; and the entity’s progress towards achieving those
objectives.
As at the date of this Statement, the Board has not yet set
measurable objectives for Vulcan in achieving gender diversity in
the composition of the Board, the Leadership Team and its workforce
generally.
Since October 2022, the Board has been actively working to recruit
a seventh director (fifth non-executive director) and gender
diversity is one consideration that the Board has been factoring into
that recruitment process. The Board’s intention is to disclose the
appointment of a NED in the notice of Vulcan’s 2023 ASM, or if that
is not possible at that ASM.
Following the appointment of a new non-executive director, it is the
Board’s intention to consider what objectives may be appropriate
for Vulcan in relation to gender diversity within the Board, Vulcan’s
Leadership Team and workforce of 1,361 employees.
It is Vulcan’s intention to provide further details relating to ASX
Recommendations 1.5(b), 1.5(c)(1) and 1.5(c)(2) in the next reporting
period ending 30 June 2024.
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VULCAN CORPORATE GOVERNANCE STATEMENT FY23
Glossary
2023 Annual ReportVulcan’s annual report for FY23 dated 29 August 2023
ARMCVulcan’s Audit and Risk Management Committee
ASMannual meeting of shareholders
ASXAustralian Securities Exchange
ASX Recommendationa recommendation developed by the ASX Corporate Governance Council and set out in the
ASX Corporate Governance Principles and Recommendations (fourth Edition)
Balance Date 30 June 2023
Boardthe board of directors of Vulcan
CFOVulcan’s Chief Financial Officer
CommitteesARMC and PRC
Companies ActCompanies Act 1993 (New Zealand)
ConstitutionConstitution as adopted by Vulcan on listing on 4 November 2021
COOVulcan’s Chief Operating Officer
Corporations ActCorporations Act 2001 (Cth) (Australia)
DeloitteDeloitte Limited (New Zealand)
Executive KMPMD and CEO, COO and CFO, which for FY23 was Rhys Jones, Adrian Casey and Kar Yue Yeo
respectively
FMC ActFinancial Markets Conduct Act 2013 (New Zealand)
FY23financial year starting 1 July 2022 and ended on 30 June 2023
Investor WebsiteVulcan’s website dedicated to its investors, which is available at www.investors.vulcan.co/
investor-centre/?page=corporate-governance
Leadership TeamRhys Jones (MD and CEO), Adrian Casey (COO), Kar Yue Yeo (CFO), James Wells (Chief
Information Officer), Helene Deschamps (Leadership Development), Bradley Childs
(Australian Leader), Matthew Lee (Australian Leader), Ken Collin (Australian Leader) and
Richard Love (Australian Leader)
MAPmarket announcement platform
MD and CEOVulcan’s Managing Director and Chief Executive Officer
NED non-executive director
NZXNew Zealand Stock Exchange
NZX CodeNZX Corporate Governance Code (dated 1 April 2023)
Personnelall directors, officers and employees of the Vulcan Group, including temporary employees
PRCVulcan’s People and Remuneration Committee
Prospectus prospectus issued by Vulcan on 15 October 2021, which contained an initial public offering to
acquire fully-paid ordinary shares in Vulcan
Representativesany consultants, secondees, contractors, agents and intermediaries who have been
engaged to work for and/or represent Vulcan
Shareholdersshareholders of Vulcan
StatementVulcan’s corporate governance statement for the reporting period 1 July 2022 to 30 June 2023
VulcanVulcan Steel Limited (NZBN 9429038466052 /ARBN 652 996 015)
Vulcan GroupVulcan and each of its subsidiaries, including Vulcan Steel (Australia) Pty Limited (ACN 100
061 283), Global Metals Pty Limited (ACN 003 981 66, liquidated on 20 June 2023), Ullrich
Aluminium Co Limited (NZ company number 47279) and Ullrich Aluminium Pty Limited
(ACN 001 697 445 )
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