Incitec Pivot : 2022 Corporate Governance Statement

CORPORATE GOVERNANCE STATEMENT 2022

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CONTENTS

1. Corporate Governance Statement 2022
2. Role of the Board and Managing Director & CEO
3. Structure and Composition of the Board

1. Committees of the Board
2. Ethical and Responsible Behaviour

1. Recognise and Manage Risk

1. Integrity in Corporate Reporting
2. Diversity and Inclusion

1. Engaging with Shareholders and Investors

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CORPORATE GOVERNANCE STATEMENT 2022

This Corporate Governance Statement outlines the key aspects of the corporate governance framework that has been established by Incitec Pivot Limited (IPL or the Company) and its group companies (the Group) and its governance practices for the reporting period ended 30 September 2022.

IPL is committed to achieving and demonstrating the highest standards of corporate governance. The Board has implemented, and operates in accordance with, a set of corporate governance principles which the Board sees as fundamental to IPL's continued growth and success and the achievement of its corporate ambition and strategy. The Board continues to review IPL's corporate governance framework and practices to ensure they meet the interests of shareholders and the expectations of the Company as a responsible corporate entity.

IPL has complied with the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations (4th Edition) (ASX Recommendations) throughout the financial year ending 30 September 2022.

Copies of the governance documents that are referred to in this document including summaries or copies of the charters, policies and codes are available on the Corporate Governance section of the IPL website: www.incitecpivot.com.au/Corporate_Governance.

This Corporate Governance Statement is current as at 28 November 2022 and has been approved by the Board.

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ROLE OF THE BOARD AND MANAGING DIRECTOR & CEO

Role of the Board

The Board is accountable to IPL's shareholders for the performance and management of the Company. The Board has adopted a Charter that details the role, powers, responsibilities and membership of the Board and the arrangements by which it operates. The primary role of the Board is to set the strategic direction, policies and financial objectives of the Company, as well as monitoring compliance with regulatory requirements and ethical standards and appointing and reviewing the performance of the Managing Director & CEO (MD & CEO).

The Board is responsible for:

• approving IPL's corporate strategy and budgets;
• approving IPL's Code of Conduct and corporate values to underpin the desired culture within the Company;
• overseeing the integrity of IPL's accounting and corporate reporting systems, including the external audit;
• monitoring and reviewing IPL's disclosure process to ensure that adequate, accurate and timely information is being provided by IPL to its shareholders, the Australian Securities Exchange and other stakeholders;
• approval and oversight of major transactions and initiatives;
• monitoring compliance with laws, regulatory obligations and accounting standards;
• overseeing IPL's risk management framework and setting any risk appetite within which the Board expects Management to operate;
• overseeing IPL's climate change and decarbonisation strategy;
• monitoring and influencing IPL's culture and implementing procedures and principles to promote ethical and responsible decision-making and confidence in IPL's integrity; and
• appointing the MD & CEO, approving the appointment of the direct reports to the MD & CEO, monitoring management's performance and reviewing executive succession planning.

The Board seeks to serve the interests of the Company and its shareholders, as well as IPL's other stakeholders such as employees, customers and the community, in a manner designed to create and continue to build sustainable value for the Company.

Role of the Managing Director & CEO

Under the Company Constitution, the Board may delegate any of its powers to any director, which includes the MD & CEO. The Board has delegated authority to manage and control the day to day affairs of the Company to the MD & CEO in relation to all matters other than those responsibilities that are specifically reserved for the Board in accordance with the Board Charter. The MD & CEO is accountable to the Board.

The Delegated and Reserved Powers Policy details the authority delegated to the MD & CEO, including the limits on the way in which the MD & CEO can exercise that authority. In accordance with the Delegated and Reserved Powers Policy, the MD & CEO may also delegate to members of the Executive Team and senior management as required.

A summary of the Delegated and Reserved Powers Policy is available on the Corporate Governance section of IPL's website.

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STRUCTURE AND COMPOSITION OF THE BOARD

Composition of the Board

The Board currently comprises seven directors, including six independent non-executive directors and one executive director (being the MD & CEO). The Company's Constitution provides for a minimum of three, and a maximum of nine directors and the Board Charter provides that the Board will consist of a majority of independent, non-executive directors. In accordance with the Board Charter, the number of directors and composition of the Board is determined having regard to what is appropriate for IPL to achieve efficient and prudent decision making.

The table below lists the current directors, their date of appointment and independence status. Detailed biographies for the directors are available in the 2022 Annual Report and on the About Us section of IPL's website.

Name of Director	Term in Office	Status
Brian Kruger (Chairman)	Director since 5 June 2017 and Chairman since 1 July 2019	Independent non-executive director
Jeanne Johns	Director since 15 November 2017	Managing Director & CEO
Bruce Brook	Director since 3 December 2018	Independent non-executive director
Xiaoling Liu	Director since 25 November 2019	Independent non-executive director
Gregory Robinson	Director since 25 November 2019	Independent non-executive director
George Biltz	Director since 1 December 2020	Independent non-executive director
Tonianne Dwyer	Director since 20 May 2021	Independent non-executive director

As prescribed under the Board Charter, IPL seeks to have directors with an appropriate range of skills, experience and expertise and an understanding of, and competence to deal with, current and emerging issues in the Company's business.

The Board's oversight of both its own succession plan, as well as those for the MD & CEO and her direct reports, is designed to maintain an appropriate balance of skills, experience, expertise and diversity on the Board as well as in management.

A summary of the directors' skills and experience as relevant to the Company and the diversity of Board membership as at

28 November 2022 is set out in the table and graphs below. The Board considers that, collectively, the directors possess an effective

mix of skills and attributes, with significant commercial, business, operational and financial skills and experience in a diverse range of industries and geographies.

29%	Tenure			Gender
		0-3 years	43%	57%		Male
		3-6 years
					Female

71%

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