Appendix 4G and Corporate Governance Statement

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

ABN/ARBN Financial year ended:
25 610 937 598 29 June 2025
Our corporate governance statement
1
for the period above can be found at:
2

☐
These pages of our
annual report:

☒
This URL on our
website:
investor.michaelhill.com/corporategovernance
The Corporate Governance Statement is accurate and up to date as at 25 August 2025 and has been
approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located.
3

Date: 22 September 2025
Name of authorised officer
authorising lodgement:
Kate Palethorpe, Company Secretary


1
“Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which
discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during
a particular reporting period.
Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a
corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a
statement is located. The corporate governance statement must disclose the extent to which the entity has followed the
recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a
recommendation for any part of the reporting period, its corporate governance statement must separately identify that
recommendation and the period during which it was not followed and state its reasons for not following the recommendation and
what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.
Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual
report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with
ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of
Listing Rule 4.10.3.
Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual
report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance
disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s
recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of
Listing Rule 4.10.3.
The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve
different purposes and an entity must produce each of them separately.
2
Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where
your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
3
Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not
applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and
you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection.
See notes 4 and 5 below for further instructions on how to complete this form.

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

Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5

PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should have and disclose a board charter setting
out:
(a) the respective roles and responsibilities of its board and
management; and
(b) those matters expressly reserved to the board and those
delegated to management.
☒
and we have disclosed a copy of our board charter at
investor.michaelhill.com/corporategovernance


1.2 A listed entity should:
(a) undertake appropriate checks before appointing a director or
senior executive or putting someone forward for election as
a director; and
(b) provide security holders with all material information in its
possession relevant to a decision on whether or not to elect
or re-elect a director.
☒

1.3 A listed entity should have a written agreement with each director
and senior executive setting out the terms of their appointment.
☒

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


4
Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert
the location where that disclosure has been made, where indicated by the line with “insert location” underneath. If the disclosure in question has been made in your corporate governance statement, you
need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual
report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate
governance/charters/”).
5
If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

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

1.5 A listed entity should:
(a) have and disclose a diversity policy;
(b) through its board or a committee of the board set
measurable objectives for achieving gender diversity in the
composition of its board, senior executives and workforce
generally; and
(c) disclose in relation to each reporting period:
(1) the measurable objectives set for that period to
achieve gender diversity;
(2) the entity’s progress towards achieving those
objectives; and
(3) either:
(A) the respective proportions of men and women
on the board, in senior executive positions and
across the whole workforce (including how the
entity has defined “senior executive” for these
purposes); or
(B) if the entity is a “relevant employer” under the
Workplace Gender Equality Act, the entity’s
most recent “Gender Equality Indicators”, as
defined in and published under that Act.
If the entity was in the S&P / ASX 300 Index at the
commencement of the reporting period, the measurable objective
for achieving gender diversity in the composition of its board
should be to have not less than 30% of its directors of each
gender within a specified period.
☒ and we have disclosed a copy of our diversity policy at
investor.michaelhill.com/corporategovernance and we have
disclosed the information referred to in paragraph (c) in our
Corporate Governance Statement.

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


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

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

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

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

PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1 The board of a listed entity should:
(a) have a nomination committee which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b) if it does not have a nomination committee, disclose that
fact and the processes it employs to address board
succession issues and to ensure that the board has the
appropriate balance of skills, knowledge, experience,
independence and diversity to enable it to discharge its
duties and responsibilities effectively.
☒ and we have disclosed the fact that we do not have a
nomination committee and the processes we employ to
address board succession issues and to ensure that the board
has the appropriate balance of skills, knowledge, experience,
independence and diversity to enable it to discharge its duties
and responsibilities effectively in our Corporate Governance
Statement.


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

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

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


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

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

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

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

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


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

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

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

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

PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1 The board of a listed entity should:
(a) have an audit committee which:
(1) has at least three members, all of whom are non-
executive directors and a majority of whom are
independent directors; and
(2) is chaired by an independent director, who is not
the chair of the board,
and disclose:
(3) the charter of the committee;
(4) the relevant qualifications and experience of the
members of the committee; and
(5) in relation to each reporting period, the number of
times the committee met throughout the period and
the individual attendances of the members at those
meetings; or
(b) if it does not have an audit committee, disclose that fact
and the processes it employs that independently verify
and safeguard the integrity of its corporate reporting,
including the processes for the appointment and removal
of the external auditor and the rotation of the audit
engagement partner.
☒ and we have disclosed a copy of the charter of the committee
at investor.michaelhill.com/corporategovernance; and the
information referred to in paragraphs (4) and (5) in the
Directors’ Report section of our 2025 Annual Report (on pages
32-37).


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

4.3 A listed entity should disclose its process to verify the integrity
of any periodic corporate report it releases to the market that is
ot audited or reviewed by an external auditor.
☒

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

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


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

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

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

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

6.3 A listed entity should disclose how it facilitates and encourages
participation at meetings of security holders.
☒ and we have disclosed how we facilitate and encourage
participation at meetings of security holders in our 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.
☒

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

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

PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1 The board of a listed entity should:
(a) have a committee or committees to oversee risk, each of
which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b) if it does not have a risk committee or committees that
satisfy (a) above, disclose that fact and the processes it
employs for overseeing the entity’s risk management
framework.
☒ and we have disclosed a copy of the charter of the committee
at investor.michaelhill.com/corporategovernance; and the
information referred to in paragraphs (4) and (5) in the
Directors’ Report section of our 2025 Annual Report ( page 37).


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

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

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



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.
☒ and we have disclosed whether we have any material
exposure to environmental and social risks in our Corporate
Governance Statement and Annual Report.

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

☒ The Company has established a People Development &
Remuneration Committee (PDRC) and disclosed a copy of the
charter of the committee at
investor.michaelhill.com/corporategovernance. The
information referred to in paragraphs (4) and (5) is disclosed in
the Directors’ Report section of our 2025 Annual Report (page
37).

The Chair of the PDRC, Ms Emma Hill, is not an independent
director, as noted in our Corporate Governance Statement.
Through many years of executive and non-executive
experience within the Michael Hill business, Ms Hill has a
comprehensive understanding of the Group and its business
practices including human resources and remuneration
frameworks. As all members of the PDRC are non-executive
directors and the PDRC is composed of a majority of
independent directors, the Board is of the view that
governance of the PDRC is not adversely affected by the
PDRC Chair not being independent.

8.2 A listed entity should separately disclose its policies and
practices regarding the remuneration of non-executive directors
and the remuneration of executive directors and other senior
executives.
☒ and we have disclosed separately our remuneration policies
and practices regarding the remuneration of non-executive
directors and the remuneration of executive directors and
other senior executives in our Corporate Governance
Statement and in the Remuneration Report section of our
2025 Annual Report (pages 39-56).


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

2025 CORPORATE
GOVERNANCE
STATEMENT

Michael Hill International Limited
2025 Corporate Governance Statement
1

2025 Corporate Governance Statement

Michael Hill International Limited and its Board are pleased to present its 2025 Corporate Governance Statement.
The Board recognises the importance of maintaining high standards of corporate governance as an integral part of
ensuring the long-term success of the Company and maintaining shareholder value.

This Corporate Governance Statement reflects the corporate governance practices of Michael Hill Group in place
for the financial year ended 29 June 2025, reviewed against the Corporate Governance Principles and
Recommendations (4th edition) published by the ASX Corporate Governance Council.

This Corporate Governance Statement has been approved by the Board and is current as at 25 August 2025.
















Policies, Reports and Charters referred to in this document can be viewed at Michael Hill’s Investor Centre website,
investor.michaelhill.com.

Capitalised terms used throughout this Corporate Governance Statement have the meaning given to them in the
Definitions section found on page 2.



Table of Contents
DEFINITIONS ........................................................................................................................................................................ 2
PRINCIPLE 1: Lay solid foundations for management and oversight ................................................................................. 2
PRINCIPLE 2: Structure the board to be effective and add value ...................................................................................... 7
PRINCIPLE 3: Instil a culture of acting lawfully, ethically and responsibly ....................................................................... 12
PRINCIPLE 4: Safeguard the integrity of corporate reports ............................................................................................. 14
PRINCIPLE 5: Make timely and balanced disclosure ......................................................................................................... 16
PRINCIPLE 6: Respect the rights of security holders ........................................................................................................ 17
PRINCIPLE 7: Recognise and manage risk ........................................................................................................................ 18
PRINCIPLE 8: Remunerate fairly and responsibly ............................................................................................................. 19

Michael Hill International Limited
2025 Corporate Governance Statement
2
DEFINITIONS
Capitalised terms in this Corporate Governance Statement have the following meaning:

AGM means annual general meeting
Annual Report refers to the annual report of the Group for the financial year ending 29 June 2025
ARMC means the Audit and Risk Management Committee established by the Board
Board means the board of directors of the Company
CEO means the Chief Executive Officer of the Group
CFO means the Chief Financial Officer of the Group
Company means Michael Hill International Limited
Executives means the executive team members of the Group
Group means the Company and its subsidiaries
Investor Centre website means the Group’s investor centre which can be found at investor.michaelhill.com.
Management means the CEO, Executives and senior leaders of the Group responsible for the management of the Group
PDRC means the People, Development and Remuneration Committee established by the Board
Principles and Recommendations means the ASX Corporate Governance Principles and Recommendations (4
th
Edition)
Team Members has the meaning given in section 3.2
Values means the Group’s values as described in section 3.1

References to the ‘year’, financial year or FY25 refer to the financial year ended 29 June 2025.

PRINCIPLE 1:
LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

1.1 Delineation of role of Board and Management

The Group recognises the importance of clearly distinguishing the roles of the Board and the Group’s Executives. This
distinction is set out in the Board Charter (available on the Investor Centre website), which provides a clear delineation
between the functions and responsibilities reserved for the Board and those delegated to Management.

The Board is ultimately responsible to Michael Hill’s shareholders for the performance of the Group in both the short and
long term. The roles and responsibilities of the Board include (amongst other matters):

•

defining the Company’s purpose and setting its strategic, operational, and financial objectives
•

monitoring the overall performance of the Company
•

approving the Company’s Values and code of conduct to underpin the desired culture within the Company
•

overseeing the development and implementation, and regular review, of the Company’s frameworks for: diversity
and inclusion; whistleblower protection; anti-bribery and corruption; and anti-money laundering
•

demonstrating leadership in the development, implementation and monitoring of strategic, operational and
financial objectives of the Company
•

appointing and replacing the CEO and Company Secretary
•

approving the appointment and, where appropriate, replacement of members of the Group Executive
•

overseeing Management’s implementation of the Group’s strategic objectives, instilling the Values and
performance generally, and ensuring appropriate resources are available to Management
•

appointing the Chair
•

approving and monitoring the Group’s operating budgets
•

approving and monitoring the progress of major capital expenditure, capital management and acquisitions and
divestitures
•

approving and monitoring financial and other reporting systems of the Group (including external audit) and
ensuring the integrity of these systems
•

establishing and overseeing the Company’s process for making timely and balanced disclosure of all material
information in accordance with the ASX Listing Rules

Michael Hill International Limited
2025 Corporate Governance Statement
3
•

implementing and overseeing the Group’s risk management framework (for both financial and non-financial risks)
to enable risk to be identified, assessed, and managed and to set the risk appetite the Board expects
Management to operate within
•

satisfying itself that an appropriate framework exists for relevant information to be reported by Management to
the Board
•

holding Management accountable for delivery against the agreed strategy and plan
•

satisfying itself that the Group’s remuneration policies are aligned with its purpose, values, strategic objectives,
and risk appetite
•

monitoring the effectiveness of the Company’s governance practices.

The Board formally delegates the day-to-day management of the Group's affairs and the implementation of the corporate
strategy, policy initiatives and budgets to the CEO and Executives. The CEO and Executives are accountable to the Board
and provide information to the Board on those activities, in a form and of a quality required by the Board to enable it to
discharge its duties.

To effectively discharge its duties and responsibilities, the Board has established two committees:

•

Audit and Risk Management Committee (ARMC); and
•

People Development and Remuneration Committee (PDRC).

More information on these committees can be found at items 4.1, 7.1 and 8.1 of this Corporate Governance Statement.

Given its size, the Board has decided not to establish a separate Nominations Committee. Board succession and
nomination matters are formally considered by the Board twice a year (see item 2.1 of this Corporate Governance
Statement).

The Board meets formally at least six times per year and receives trading updates in months where no formal Board
meeting is held. This year the Board met formally 12 times, either in person or by videoconference. The number of
meetings held by the Board and its committees, and attendances, is detailed in the Directors’ Report section of the Annual
Report.

1.2 Appointment and election of Directors and Executives

The Board carefully considers the character, experience, education and skillset, as well as interests and associations, of
potential candidates for appointment to the Board or to the Executive team. It also ensures appropriate verifications as
to the suitability of the candidate are conducted prior to appointment. This includes using reputable external search firms
and comprehensive referee, education and criminal history checks, as appropriate.

Prior to recommending a Director for election or re-election at an AGM, the Board considers all information available to it
which is relevant to shareholders and has appropriate procedures in place to ensure that material information relevant to
a decision to elect or re-elect a Director, is disclosed in the notice of meeting provided to shareholders, Material
information known about the Director (including their skills, qualifications and expertise) is published on the Investor
Centre website and contained in the relevant AGM notice of meeting, which is reviewed and approved by the Board
before release.

1.3 Written contracts of appointment

The roles and responsibilities of Directors is set out in the Board and Committee Charters. Additionally, these roles and
responsibilities are also formalised in a letter of appointment which each new Director receives and executes on their
appointment. The letters of appointment specify the term of the appointment, the Company’s expectations in relation to
committee work or any other special duties attaching to the position, remuneration arrangements, disclosure obligations
in relation to personal interests, confidentiality obligations, notification requirements for any potential conflict of interests,
insurance and indemnity entitlements and details of the Group’s key governance policies, such as the Trading Policy.

Michael Hill International Limited
2025 Corporate Governance Statement
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These letters of appointment are entered into with the Directors in their personal capacity (and not, for example, with an
entity associated with the Director).

Each Executive enters an employment contract which sets out the material terms of employment, including a description
of the position and duties, reporting lines, remuneration arrangements and termination rights and entitlements.

Summaries of the Group’s service contracts with Key Management Personnel (KMP) are detailed in the Remuneration
Report section of the Annual Report.

1.4 Company Secretary

Details of the Group’s Company Secretary, along with an overview of their experience and qualifications, are set out in
the Directors’ Report section of the Annual Report.

In accordance with the Board and Committee Charters, the Company Secretary is accountable to the Board for facilitating
Michael Hill’s corporate governance processes and the proper functioning of the Board. The Company Secretary facilitates
Board governance processes by coordinating meeting agendas, papers and minutes. They also ensure timely
communications and filings with corporate regulatory bodies. Each Director is entitled to access the advice and services
of the Group’s Company Secretary.

The appointment or removal of the Company Secretary is a matter for the Board as a whole, in accordance with the
Constitution and the Board Charter.

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1.5 Diversity

The Group believes that a commitment to diversity and inclusion fuels innovation, drives performance and improves team
members’ engagement and connection with each other, customers and the communities in which we operate, ultimately
providing long-term benefits that enable the Group to achieve its goals and maximise shareholder value.

The Group’s Diversity and Inclusion Policy, which is available on the Investor Centre website, outlines the Group's
commitment to fostering a diverse and inclusive workplace and includes requirements for the Board, through the PDRC,
to develop and maintain measurable objectives for ensuring diversity, and for the Executives to regularly review and
monitor the Group's progress in achieving them.

The measurable objectives for gender diversity adopted by the Group are:

•

30% females on the Board
•

female/male ratio in senior management roles (which include the CEO, Executive Team, regional management
and support centre senior leadership) of 40%:60%
•

no set objective for female representation Group wide, due to the consistently high representation of females in
the Group’s workforce.

The Group’s 2025 report to the Workplace Gender Equality Agency is available on the Investor Centre website. The below
chart also illustrates a comparison of the Group’s results against its measurable gender diversity objectives as at the end
of the past four years.


* No set objective, due to the consistently high representation of females in Michael Hill Group’s workforce
^ Senior Management includes the CEO, Group Executive, regional management and support centre senior leadership

For the first half of financial year 2025, 28.5% of the Board were female, slightly below the group’s target of 30%. With
the passing of Daniel Bracken and Sir Michael Hill, as at the end of the financial year, the Board’s composition was 40%
female, 60% male.

As the Group further matures in the diversity and inclusion space, it will work to capture and report on further diversity
data, allowing for stronger talent management, succession planning and development of inclusive practices. This is an
ongoing project and will be achieved through data capture during the recruitment process as well as through employee
profiles in the Group’s Human Resources Information System.

In the day-to-day operation of the business, the Group regularly shares educational updates and guides with its team
members about culturally significant dates and other diversity matters, including supporting neurodivergence and
differing physical abilities in the workplace, highlighting and supporting team member experiences of sexuality, mental
88%
60%
40%
85%
46%
33%
85%
45%
33%
85%
49%
17%
85%
49%
40%40%
30%
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
GROUP WIDE*SENIOR MANAGEMENT^BOARD
Michael Hill’s results against its measurable gender diversity objectives
20212022202320242025Objective

Michael Hill International Limited
2025 Corporate Governance Statement
6
health awareness and support, and general education initiatives. The Group will continue to highlight the diverse
backgrounds and experiences of its team members, and the value that this diversity brings to the organisation.

1.6 Board performance reviews

The Company undertakes an annual performance review of its Board and the Board committees, as well as Directors
individually. In FY25, the Board review was conducted internally.

The FY25 Board performance review was comprised of a questionnaire completed by each Board member and each
Executive. The questionnaire included performance evaluation for the Board as a whole and individual Directors. The
Chair conducted a follow up interview with each Director as well as a collective feedback session with the Executives.

All Directors and Executives who held positions at the time the Board performance review commenced (June 2025)
participated in the FY25 performance review process (excluding Sir Michael Hill and his alternate director, Andrea
Slingsby). Recommendations arising from the performance review have been built into an action plan to be implemented.

1.7 Management performance reviews

Each year the Board, through the PDRC, sets financial, operational, strategic and people-related performance objectives
for the CEO and Executives. During the year, performance against these individual and Group objectives was assessed
periodically and a formal performance evaluation for Executives was completed after the end of the financial year. An
informal review is undertaken at the half financial year end for Executives.

Michael Hill International Limited
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7
PRINCIPLE 2:
STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE

The Board operates in accordance with the principles set out in the Board Charter. The charter details the Board's
composition and responsibilities. A copy of the charter is available on the Investor Centre website.

2.1 Nominations committee

Given its size, the Board has decided not to establish a separate Nominations Committee. Instead, the entire Board takes
accountability for decisions in respect of Board composition and succession issues, including the identification and
evaluation of potential Directors.

As part of the Board’s operating rhythm, nominations and succession matters are formally considered at least twice
annually. The Board has adopted a Board Skills Matrix and, as part of the annual Board performance review process, the
mix of Board skills and experience, as well as the independence of Board members, is evaluated. This includes evaluation
of the mix of knowledge, skills and experience in the current Board, as well as the mix of these attributes which the Board
is looking to achieve taking into account the changing nature of the Group’s business and the external environment. This
process ensures that the Board has the appropriate balance of skills, knowledge and experience to discharge its
obligations effectively and identifies any existing or future gaps considering emerging strategic, operational and
governance issues.

Before a new Director is appointed, all Directors are provided detailed information about the potential appointee, and
are given an opportunity to meet individually with the potential appointee.

2.2 Board skills matrix

The Board has determined that each of the following is an essential personal attribute that Directors should possess in
order to be suitable to serve as a Director:

•

leadership
•

influencing
•

financial and commercial acumen
•

interpersonal and communication skills
•

independent thought
•

active networker
•

capacity to serve the needs of Michael Hill.

The Board considers that each Director has these attributes.

The Board has also identified a number of specific skill areas that it considers are important for the Board to possess to
deliver the Group’s strategic objectives. These skills are set out below, together with the number of Directors that the
Board considers possess each skill.

The Board recognises that each Director will not necessarily possess experience in all areas, so seeks to ensure that the
Board is composed of an appropriate mix of Directors with skills, knowledge and experience in these areas. Where the
Board requires further depth of expertise in any of these areas, or expertise in other areas, it seeks that expertise from
within the Group and through external advisors where appropriate.

The Group's Board skills matrix overleaf provides an overview of the mix of skills of the Directors on the Board in FY25.

Michael Hill International Limited
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Board Skills Matrix

Skill Description
Number of
Directors*
Retail Experience and understanding of the retail industry, omni-channel retail
business development and implementation including an in-depth
knowledge of store operations, e-commerce and digital channels and
customer strategy, in Australia and international markets.
4 /6
Marketing, Brand and
Customer Experience
Experience and understanding of brand strategy and positioning,
customer experience and engagement and development and execution of
marketing and promotional strategies in competitive retail environments
2 /6
Strategy Development
and Execution

Experience in developing, implementing and measuring enterprise-wide
strategic plans that deliver long-term, sustainable growth for the Group
and shareholders
6/6
Financial Management
and Accounting
Detailed understanding of key financial drivers, corporate finance, capital
management and internal controls and ability to interpret financial
accounting and reports
3/6
Technology, Data and
Cybersecurity
Expertise and experience in the use and governance of information
technology platforms, understanding digital and emerging technologies,
artificial intelligence and use of data, privacy, data analytics and
information security risk management.
3/6
People and culture Experience and understanding of people management and remuneration
frameworks, talent identification and development, succession planning,
culture development, performance management and remuneration
strategies
3/6
Governance, Risk and
Compliance
Knowledge and experience in corporate governance, developing and
implementing risk and compliance management frameworks including in
international markets, setting risk appetites and monitoring the
effectiveness of compliance plans and risk mitigation strategies
4 /6
Supply chain and
procurement
management
Experience in managing or overseeing multi-market supply chains and
logistics models in the retail industry, procurement management,
importing and exporting and implementation of responsible sourcing and
sustainability strategies
0/6
Product Development
and Merchandising

Experience and expertise in product design and development, analysing
consumer trends and preferences, project inventory management, sales
and pricing analysis and visual merchandising,
2 /6
Innovation and
Transformation

Skills and experience in driving innovation and adapting to rapidly
changing circumstances to drive growth and deliver competitive
advantage
3/6
Sustainability and ESG

Expertise in environmental, social, and governance (ESG) matters, such as
climate change strategy and reporting, sustainability, waste management
and stakeholder engagement
3/6


*denotes number of Directors on the Michael Hill Board with developed capability during the year. Stated figures are inclusive of Claudia Batten, who was
appointed as a Director on 30 August 2024 and Sir Michael Hill, but do not include Daniel Bracken due to him ceasing as a director when he passed away
on 26 February 2026.

Michael Hill International Limited
2025 Corporate Governance Statement
9
2.3 Director independence and length of service

At the conclusion of financial year 2025, the Board comprised six non-executive Directors (including the Chair). A seventh
executive Director, Daniel Bracken, also served on the Board for the majority of the year before his appointment ceased
on 26 February 2025 following his death.

It should also be noted that Ms Andrea Slingsby was appointed as an alternate director to Sir Michael Hill on 14 April 2025.
Whilst she has not been included in the independence assessment below, as an alternate director she is not considered
independent due to her appointment by Sir Michael Hill, a significant shareholder of the Group.

The relevant matters of independence and the period of service of each Director are set out in the table below.

The Company listed on the ASX in July 2016 and is the parent company of the Group. Prior to July 2016, the Group’s parent
company was Michael Hill New Zealand Limited which was listed on the New Zealand Stock Exchange (NZX). Periods of
service as Director of both companies are detailed below.

Name
Independent
Yes / N o
Period of service as
Director of Michael Hill
International Limited
Period of service as a Director of
Michael Hill New Zealand Limited
prior to Michael Hill International
Limited listing on the ASX
Rob Fyfe (Chair) Yes 9 June 2016 – present 6 January 2014 – 5 August 2016
Emma Hill No – substantial shareholder
and close family ties with Sir
Michael Hill
9 June 2016 – present 22 February 2007 - current
Sir Michael Hill No – substantial shareholder
and close family ties with
Emma Hill
9 June 2016 – present 30 March 1990 – 29 June 2016
Gary Smith Yes 24 February 2016 – present 2 November 2012 – 5 August 2016
Daniel Bracken No – Managing Director and
CEO
28 June 2021 – 26 February
2025
Not applicable
Dave Whittle Yes 2 August 2023 - present Not applicable
Claudia Batten Yes 30 August 2024 – present Not applicable


2.4 Majority of Board are independent Directors

During most of FY25, a majority of Directors on the Board were independent (4 of 7). Following Daniel Bracken ceasing to
be appointed as a Director on 26 February 2025, and for the remainder of FY25, there continued to be a majority of
independent Directors on the Board (4 of 6).

In assessing the independence of Directors, the Group considers several factors including the following criteria set out in
Recommendation 2.3 of the Principles and Recommendations, in determining whether a Director as independent :

•

is not a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a
substantial shareholder of the Company
•

has no material contractual relationship with the Company or another Group member other than as a Director
•

within the last three years has not:
o

been employed in an executive capacity by the Company or another Group member
o

been a partner, director or senior employee of a provider of material professional services to the
Company or another Group member

Michael Hill International Limited
2025 Corporate Governance Statement
10
o

been in a material business relationship (by example, as a supplier or customer) with the Company or
another Group member, or an officer of, or otherwise associated with, an entity or person in such a
relationship
•

does not have close family ties with any person who falls within any of the categories described above
•

has not served on the Board for a period which could, or could reasonably be perceived to, materially interfere
with the Director’s ability to act in the best interests of the Group or otherwise compromise their independence.

When considering whether a Director is an independent director, the Board assesses the materiality of such interest,
position, association or relationship to determine whether it might influence, or might reasonably be perceived to
influence, in a material respect, that Director’s capacity to bring independent judgement on issues before the Board and
to act in the best interests of the Group and its shareholders.

Under the terms and conditions of appointment, a Director must, at the earliest opportunity, advise the Chair if there is a
change in their interests, positions, associations or relationships that could impact their independence.

The Board is satisfied that it operates independently of Management and ensures it promotes the best interests of the
Company and its shareholders. During the year, the Board considered the independence of both Rob Fyfe and Gary Smith,
who have served as directors of the Company for more than 10 years, and is satisfied that the length of their tenure does
not compromise their independence and that both individuals bring objective and independent judgement to the Board’s
deliberations and oversight of Management. Further, as the Group continues to navigate the transition to a new CEO,
following the loss of Daniel Bracken and the recent loss of the Group’s founder, Sir Michael Hill, the Board believes it is
important to maintain stability at the Board level and, would be detrimental for the Group to lose the significant
knowledge and experience which both Rob and Gary bring to the Board.

2.5 Independent chair

Rob Fyfe is the Group’s independent Chair, appointed on 28 June 2021. Mr Fyfe brings a wealth of operational and strategic
experience to the Group and has a comprehensive understanding of the Group and its business, having served as a
Director of the Group since 6 January 2014. In December 2021, Mr Fyfe was appointed as a Companion of the New Zealand
Order of Merit for his leadership and services to business.

Mr Fyfe’s role is independent of the CEO and Executive management personnel.

2.6 Induction program and periodic professional development

The induction provided to new Directors and Executives aims to ensure that they have a full understanding of the Group's
financial position, strategies, operations, culture, values and risk management framework from the outset, enabling them
to actively participate in Board and executive decision-making as soon as possible. It also details the respective rights,
duties, responsibilities, interaction and roles of the Board and Executives, the role of the Board committees and the Board’s
meeting arrangements.

Prospective Board members undertake a formal induction process which involves meeting each Director and Executive,
as well as visits to stores, and the Head Office (which includes the manufacturing/design studio and distribution centre).
Typically, a prospective Board member will attend three Board meetings in an advisory or observational capacity prior to
being offered a Director position. The Board considers this a very valuable component of the induction process.

All Directors are encouraged to become a member of the Australian Institute of Company Directors (AICD) and to further
their knowledge through participation in seminars hosted by the AICD and other forums sponsored by professional,
industry, governance and Government bodies. During the course of the year, the Board receives accounting policy,
regulatory and compliance updates as well as regular retail news updates and articles or briefings on topical subject
matters relevant to the Group’s strategy, people and operations.

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2025 Corporate Governance Statement
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From time to time, the Directors also participate in the Group’s leadership forums and actively engage with the Group’s
employees in a range of settings including visiting the Group’s stores and Head Office (including the manufacturing and
distribution centre facilities) to understand of the Group’s operational environment.

Professional development of individual Directors, and the Board as a whole, is evaluated as part of the annual Board
performance review.

Michael Hill International Limited
2025 Corporate Governance Statement
12
PRINCIPLE 3:
INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY

3.1 Group Values

The Group’s values are set out in its Code of Conduct and illustrated below (Values). This Code of Conduct applies to all
of the Group’s team members, including the Directors, Group Executives and employees at all levels, as well as any
contractors or consultants. The Group has embedded these Values in its approach to decision making and personal
performance reviews. All team members are expected to live the Values and operate with a high level of honesty, fairness
and integrity, ensuring the Group complies with all relevant legislation and the standards of the communities in which it
operates.

















3.2 Code of conduct

The Board has established a Code of Conduct for Directors, Executives, employees, contractors and consultants (Team
Members). The Code is available on the Investor Centre website.

The Code establishes the principles, standards and responsibilities to which the Group is committed with respect to both
its internal dealings with employees and consultants, and external dealings with shareholders, customers, suppliers and
the community at large. Among other things, the Code requires Team Members to act at all times with a high level of
honesty, fairness and integrity, and in compliance with all relevant legislation and the standards of the communities in
which the business operates. The Code also requires Team Members to report any unethical practices within the Group,
or suspected or actual breaches of the Code via various reporting channels, including direct communication with their
manager, a senior leader, Executive or Human Resources or, through our confidential whistleblower hotlines (which can
be done anonymously in accordance with the Group’s Whistleblower Policy).

All employees are required to undertake training on their obligations under the Code upon commencing employment, as
well as completing annual refresher training thereafter.

During the year, any reported breaches of the Code were investigated in accordance with the Code and appropriate
disciplinary or remedial action was taken. No material breaches of the Code were reported and accordingly, no
breaches of the Code were reported to the Board or ARMC during the year.

Michael Hill International Limited
2025 Corporate Governance Statement
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3.3 Whistleblower policy

The Board is committed to developing a culture of transparency and accountability, where all Team Members are
empowered to raise concerns about misconduct or anything improper, without fear of reprisal or punishment. To this end,
the Board has established a Whistleblower Policy, which is available on the Investor Centre website.

The policy explains the process by which Team Members and other external parties can raise their concerns, and includes
the ability to raise these concerns confidentially via third party service providers.

At each of its meetings, the ARMC receives a report on whistleblower matters from the Group Internal Audit and Risk
Manager. The Group Internal Audit and Risk Manager also monitors and investigates trends and information collated from
the incidents reported under the Whistleblower Policy, to ensure that any recurring concerns or changes in personnel or
operational practices are appropriately escalated and/or addressed.

There were no material whistleblower complaints received during the year.

3.4 Anti-bribery and corruption policy

The Group is committed to operating its supply chain, business activities and business relationships in a professional, fair
and ethical manner.

The Board has established an Anti-bribery and Corruption Policy, which is available on the Investor Centre website. The
policy sets out the framework to ensure appropriate supplier due diligence is performed prior to the engagement of new
suppliers, particularly suppliers of key materials used in the Group’s production supply chain, and to prevent the
acceptance of bribes or gratuities that could compromise the integrity of the Group’s decision-making processes or
supplier relationships. The policy also supports the Group’s commitment and actions to mitigate the risks of modern
slavery in its supply chain.

Breaches of the Anti-bribery and Corruption Policy are presented to the ARMC for review when they arise.

No breaches of the policy were reported during the year.

Michael Hill International Limited
2025 Corporate Governance Statement
14
PRINCIPLE 4:
SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS

4.1 Audit committee

The ARMC operates in accordance with its charter which is available on the Investor Centre website.

The ARMC’s primary function is to assist the Board in discharging its responsibilities by:

•

recommending and applying appropriate ethical standards in relation to the management of the Group and the
conduct of the Group’s business
•

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

overseeing, reviewing and making recommendations to the Board in relation to all aspects of the Group’s audit
responsibilities and function (both internal and external) including financial reporting, systems and controls; and
•

overseeing, review and marking recommendations to the Board in relation to the Group’s risk management
framework, practices and procedures.

The ARMC also provides the internal and external auditors with a clear line of direct communication at any time to either
the Chair of the ARMC or the Chair of the Board.

The ARMC has authority, within the scope of its responsibilities, to seek any information it requires from any employee or
external party including seeking advice from external consultants or specialists where appropriate. In addition to the
ARMC members, the CEO, CFO, Group Internal and Risk Audit Manager, Group Financial Controller, external auditors and
Company Secretary are regular attendees at ARMC meetings throughout the year.

In fulfilling its responsibilities, the ARMC, in accordance with its usual annual operating rhythm:

•

receives regular reports from Management and the Group’s internal and the external auditors, including the status
of any remediation actions agreed by Management
•

meets with the internal and external auditors four times during the year
•

reviews the processes that the CEO and CFO have in place to support their certifications to the Board
•

reviews any significant disagreements between the auditors and Management, irrespective of whether they have
been resolved
•

has the opportunity to meet separately with the external auditors at least twice per year in the absence of
Management.

During the year, the ARMC consisted of the following independent non-executive Directors:

•

Gary Smith (Chair)
•

Rob Fyfe
•

Dave Whittle

Each member of the ARMC is financially literate and has an appropriate understanding of the retail industry and operations.
Mr Gary Smith is the Chair of the ARMC (and is not the Chair of the Group). Details of each Directors' qualifications and
their attendance at ARMC meetings are set out in the Directors' Report contained in the Annual Report.

4.2 CEO and CFO declarations in respect of financial statements

When it prepares and publishes financial statements at the half and full financial year, the Board obtains assurances in
declarations from the CEO and CFO in accordance with section 295A of the Corporations Act including that the financial
statements give a true and fair view of the financial position and performance of the Group and comply with the
accounting standards. For financial year 2025, Andrew Lowe, acting as Chief Financial and Supply Chain Officer and
Interim CEO, provided the declarations.

Michael Hill International Limited
2025 Corporate Governance Statement
15

4.3 Integrity of periodic unaudited market releases

Michael Hill releases periodic corporate reports that are not audited or reviewed by the Group’s external auditors,
including the non-financial section of the Annual Report and half-yearly trading updates.

The Board reviews all trading updates prior to their release (see principle 5.2) and can seek any further information or
detail from Executives during that process.

A thorough review process is undertaken to verify the integrity of any corporate report that the Company releases to the
market that is not audited or reviewed by the external auditor. The review process involves:
• Internal verification process conducted by the report owner, with key information validated to the source by the
responsible internal teams within the Group;
• Review by the legal or compliance team (if not the report owner);
• Review by the responsible Group Executive(s); and
• Review and approval by the responsible Committee and, where required, the Board.

Where deemed necessary external assurance may be engaged to review a corporate report.

Michael Hill International Limited
2025 Corporate Governance Statement
16
PRINCIPLE 5:
MAKE TIMELY AND BALANCED DISCLOSURE

5.1 Continuous disclosure and
communications policy

`The Group’s Continuous Disclosure and External Communications
Policy sets out the guidelines adopted by the Group in relation to
disclosure and communications. This policy is available on the Investor
Centre website.

The policy sets out processes and practices that ensure the Company’s
compliance with its continuous disclosure obligations under the ASX
and NZX Listing Rules and the Corporations Act. The policy also sets
out communication blackout periods as well as guidelines to assist
officers and employees of the Group to comply with the policy.

5.2 Providing market announcements to
the Board

Where possible, the Board reviews and approves all material market
announcements prior to their release by the Company. Where this is
not possible, at a minimum, the Chair reviews the material market
announcement prior to release by the Company, in accordance with
the Group’s Continuous Disclosure and External Communications
Policy. If the Board Chair is unavailable, the Chair’s approval can be
provided by any Director (with a preference for the ARMC Chair).

When material market announcements are released (whether by the
Company or by a third party), the Company Secretary will provide the
Board with a copy of the announcement promptly following the
release, if the Board has not already been provided with a copy.

5.3 Disclosing substantive investor
presentations

The Company provides regular presentations where all investors and
shareholders are invited and provided the details to attend. This
includes the AGM and the two half yearly financial results briefings. In
those instances, the relevant presentation materials are released to the
market prior to the start of those presentations. If the Company gives
a new and substantive investor or analyst presentation, a copy of such
presentation is released to the ASX ahead of the presentation.

In line with the Group’s Continuous Disclosure and External
Communications Policy, non-public information which is (or may be)
market sensitive will not be disclosed at any individual investor or
analyst discussion or meeting.

Michael Hill International Limited
2025 Corporate Governance Statement
17
PRINCIPLE 6:
RESPECT THE RIGHTS OF SECURITY HOLDERS

6.1 Investor website

The Company maintains an Investor Centre website. This website keeps investors informed of its corporate governance
and financial performance, and provides investors with access to information on the Company’s Board and Executives,
copies of all announcements to the ASX and NZX, notices of meetings, annual reports, financial statements, investor
presentation webcasts, and the Group’s key corporate governance documents including the Constitution, Board and
Committee Charters, Code of Conduct and other policies, as well as general information regarding the Group.

The Investor Centre website is located at investor.michaelhill.com.

6.2 Investor relations program facilitating two-way communication

The Company conducts regular virtual briefings including half year and full year results announcements to facilitate
effective two-way communication with investors and other financial market participants. Access to Executives is provided
at these briefings, with separate one-on-one or group meetings, site visits and investor conferences offered if possible
and appropriate having regard to the Company’s Continuous Disclosure and External Communications Policy.

6.3 Facilitating participation at meetings of shareholders

Shareholders are, unless specifically stated in a notice of meeting, eligible to vote on all resolutions to be decided by
shareholders at a meeting of the Company. If shareholders are unable to attend the AGM, they are able to vote on the
proposed resolutions in advance of the meeting or by appointing a proxy.

The Company’s 2024 AGM was held virtually, using conferencing software that enabled shareholders to virtually attend
the meeting from any location globally, provided they had an internet connection. Shareholders in attendance could
participate in the meeting by voting in real time and asking questions online. This format saw a high level of attendance
and (given the Company’s secondary listing on the NZX) facilitates ease of attendance by its New Zealand based
shareholders. The Company’s 2025 AGM will also be held virtually, providing the same functionality to shareholders as
provided at the 2024 AGM, including the ability to vote in real time and ask questions.

Shareholders are given an opportunity to ask questions of the Company and its auditor during the AGM, in addition to the
option of submitting questions prior to the AGM.

6.4 Mechanism for deciding substantive resolutions

The Company’s standard process is for all resolutions at meetings of shareholders to be decided by poll, regardless of
whether the resolution is considered substantive.

6.5 Facilitating electronic communications to shareholders

The Company provides its investors the option to receive communications from and send communications to, the
Company and the share registry electronically. The Company also maintains a dedicated investor relations email address
which is monitored by the Company’s investor relations team.

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PRINCIPLE 7:
RECOGNISE AND MANAGE RISK

7.1 Risk committee

The ARMC oversees the process for identifying and managing material risks to the Group in accordance with its charter,
which is available on the Investor Centre website.

Further details regarding the ARMC, its membership and the number of meetings held during the year are set out in the
response to Recommendation 4.1 in this Corporate Governance Statement.

7. 2 Annual review of risk management framework

During the year, the ARMC and the Board reviewed relevant risks required to be managed by the Executives and the ARMC
updated the Group’s risk management framework, including its internal audit and risk management functions. The ARMC
is satisfied that:

•

the Group’s risk management framework remains sound and appropriate for the Group’s business
•

the business is operating with due regard to the risk appetite set by the Board
•

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

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

7. 3 Internal audit function

The Group has an internal audit function that operates under an internal audit charter approved by the Board.

The internal audit function is overseen by the ARMC. In accordance with the ARMC charter, the appointment or removal
of the Group Internal Audit Manager is ultimately a matter for the ARMC.

Annually in June, the ARMC considers the internal audit and risk management plan to ensure it addresses the current
operating environment and risks facing the Group. This is also approved by the Board on the recommendation of the
ARMC. An update is also provided to the ARMC at two other meetings during the year to consider any changes to the
operating environment.

7. 4 Environmental and Social risks

During the year, the Group continued its work to address environmental and social risks, and to improve its sustainable
business practices. To this end, the Group is proud to maintain its certification from the Responsible Jewellery Council
(RJC), demonstrating its commitment to responsible jewellery and promoting trust and transparency in its supply chains.
The Group continues its long standing RJC membership, with re-certification to 2028 being achieved in FY25.

The Group identifies and manages material exposures to environmental or social risks in accordance with the Board-
approved risk appetite statements and tolerances incorporated in its risk management framework. Further details on the
Group’s sustainability strategy, approach and measures during the year can be found in the Group’s ESG Report.

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PRINCIPLE 8:
REMUNERATE FAIRLY AND RESPONSIBLY

8.1 Remuneration committee

During the year, the PDRC consisted of Emma Hill (Chair), Rob Fyfe, Gary Smith and Claudia Batten. Details of each
Directors’ qualifications and their attendance at PDRC meetings are set out in the Directors’ Report contained in the
Annual Report.

These Directors are all non-executive Directors, a majority of whom are independent, however it is noted that the Chair
of the PDRC, Ms Emma Hill, is not independent.

Ms Hill has many years of executive and non-executive experience within the Group’s business and a comprehensive
understanding of its business practices including human resources and remuneration frameworks. As all members of the
PDRC are non-executive directors and a majority are independent Directors, the Board is of the view that governance is
not adversely affected by there being a non-independent PDRC Chair.

The PDRC operates in accordance with its charter which is available on the Investor Centre website. The PDRC advises
the Board on remuneration and incentive policies and practices generally and makes specific recommendations on
remuneration packages and other terms of employment for the CEO, Executives and non-executive Directors.

The PDRC also:

• oversees Management succession planning, including the implementation of appropriate executive development
programs
• oversees processes in relation to meeting diversity objectives for the Group
• reviews and determines the Group’s remuneration policy and structure annually, including the performance goals
and measures for the CEO and Executives, to ensure it remains aligned to business needs, meets the Group’s
remuneration principles, strategic and operating plan and promotes and incentivises conduct in accordance with
the Group’s Values and risk appetite
• has authority, within the scope of its responsibilities, to seek any information it requires from any employee or
external party including engaging external consultants or specialists where appropriate.

Further information on remuneration of Directors and KMP, including principles used to determine remuneration, is set out
in the Remuneration Report contained in the Annual Report.

8.2 Remuneration of Directors and Senior Executives

The Group seeks to attract and retain high performing Directors and Executives with appropriate skills, qualifications and
experience to add value to the Group and enable the Group to meet or exceed its goals while operating within the
framework of the Group’s Values and risk appetite. The Board reviews requirements for additional capabilities at least
annually.

The Executive remuneration framework is designed to strike an appropriate balance between market competitive fixed
remuneration to attract and retain talent as well as performance-based remuneration strongly tied to Group performance.

The performance-based component includes both short term incentives (STIs) and long-term incentives (LT Is) and is
designed to reward Executives for meeting or exceeding agreed financial and personal objectives. The STI is an ‘at risk’
bonus with an ‘On Target’ component and an ‘Outperformance’ component, calculated as a percentage of the relevant
Executive’s fixed remuneration component. If achieved, the STI is paid in cash. The LTI is also calculated as a percentage
of the relevant Executive’s fixed remuneration component and provided in the form of share rights issued under the

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Company’s Long Term Incentive Plan Rules. Further details on the year’s STI and LTI arrangements for Executives are set
out in the Remuneration Report section of the Annual Report.

Non-executive Directors are paid fixed fees for their services in accordance with the Company’s Constitution. Fees paid
to non-executive Directors are a composite fee, covering all Board and Committee responsibilities as well as any
contributions to a fund for the purposes of superannuation benefits. No other retirement benefit schemes are in place
with respect to non-executive Directors. Non-executive Directors are not entitled to participate in the Company’s Long
Term Incentive Plan and receive no performance-based remuneration.

Directors are not required to have a minimum shareholding in the Company.

Further details regarding the remuneration of non-executive Directors are set out in the Remuneration Report contained
in the Annual Report.

8.3 Hedging in equity incentive schemes

The Group has a Trading Policy which provides that Directors, the CEO, Executives and certain other categories of
employees must not purchase or create any hedge or derivative attached to or based on securities in the Company
(including shares, options and rights).

The Trading Policy is available on the Investor Centre website.

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