McMillan Shakespeare : 2017 Corporate-Governance-Statement-and-Appendix 4G

McMillan Shakespeare Limited Corporate Governance Statement 2017

MMS

Corporate Governance Statement

2 McMillan Shakespeare Limited

ABN 74 107 233 983

This statement outlines the corporate governance policies and practices formally adopted by the Company. These policies and practices are in accordance with the Corporate Governance Principles and Recommendations (3rd edition) published by the ASX Corporate Governance Council (ASX Principles), unless otherwise stated.

Introduction

The Company's ASX Appendix 4G (a checklist cross-referencing the 3rd Edition Recommendations to the relevant disclosures in this statement) and

the 2017 Annual Report are provided at www.mmsg.com.au

This statement, together with our ASX Appendix 4G, have been lodged with the ASX on 30 August 2017.

Additional information on the Company's governance arrangements, including our Board and Board Committee Charters, key policies and other relevant information referred to in this Statement can also be found at the governance section of the Company's website, www.mmsg. com.au.

www.mmsg.com.au

MMS

Corporate Governance Statement

3

Role of the Board

The role of the Board is to provide strategic guidance for McMillan Shakespeare Limited (MMS) and its related bodies corporate and effective oversight of management. The Board is accountable to shareholders for the proper

management and the performance of the Group. The Board delegates responsibility for day-to-day management of MMS to the Chief Executive Officer (CEO). The CEO must, however, consult the Board on matters that are sensitive, extraordinary or strategic in nature.

The Board operates in accordance with the Company's Constitution, Board Charter and Delegated Authority Matrix, which describe the Board's composition, functions and responsibilities and designates authority reserved for the Board and that delegated to management.

Key matters reserved for the Board or Board Committees include the following:

• appraising and providing comment and direction on MMS' strategy development;

• approving MMS' corporate strategy and ensuring that appropriate resources are available for the implementation

  of that strategy;

• monitoring the implementation of the strategy approved by the Board;

• overseeing and monitoring organisational performance and the achievement of the Group's strategic goals and objectives;

• monitoring the performance of the CEO;

• reviewing and approving the business plans and the annual budget for MMS as recommended by the CEO;

• having management design and implement risk management and internal control and compliance systems to manage the Company's material business risks;

• oversight of the effectiveness of the risk management system;

• monitoring financial performance against agreed objectives including approval of the annual and half-year financial reports and liaison with external auditors;

• reviewing and approving the authority and limits of such authority delegated to the CEO and other executives;

• approving and monitoring the progress of major capital expenditure, acquisitions and divestments;

• overseeing MMS' capital management and funding;

• determining MMS' dividend policy;

• overseeing MMS' compliance with laws and regulations;

• determining the appropriateness of the size and composition of the Board;

• determining criteria for non-executive board membership;

• selection of candidates for directorship;

• evaluation of the Board's and individual Director's overall performance;

• appointing and removing the CEO;

• ratifying the appointment and, where appropriate, the removal of the Chief Financial Officer (CFO) and the Company Secretary;

• ensuring appropriate succession planning

  of senior management and Board members;

• setting the standards of behaviour to enhance the reputation of MMS in the marketplace and the community; and

• overseeing and monitoring compliance with the Employee Code of Conduct.

The Board charter can be accessed on the Company's website.

www.mmsg.com.au

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Corporate Governance Statement

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Composition of the Board

The Board currently comprises five Non-Executive Directors and one Executive Director, being the CEO. The Chairman is an independent Director. The role of Chairman and CEO are not fulfilled by the same person.

The Directors are as follows:

Name	Position	Appointment & Tenure	Last elected at an AGM
Mr T. Poole	Independent Chairman	17 December 2013 (3 years)	2015
Mr M. Salisbury	Managing Director and CEO	1 October 2014 (CEO) 5 February 2015 (MD)	N/A
Mr J. Bennetts	Non-Executive Director	1 December 2003 (13 years)	2016
Mr R. Chessari	Non-Executive Director	1 December 2003 (13 years)	2015
Mr I. Elliot	Independent Non-Executive Director	27 May 2014 (3 years)	2016
Ms S. Dahn	Independent Non-Executive Director	1 January 2016 (1 year)	2016

Skills and experience Number of directors

Each Director is a senior executive with the

skills and experience necessary for the proper supervision and leadership of the Company. As a team, the Board brings together a broad range of qualifications and experience. A summary of the key skills and experience of the members of the Board is set out in the adjacent table.

Details of the Directors, their experience and their special responsibilities with respect to the Company are set in the Directors Report section of the Company's 2017 Annual Report.

Annual Report

Remuneration services 4

Financial services 5

Finance 5

Accounting 5

Law 3

Sales and marketing 4

Public company affairs 5

Senior executive experience 6

Prior board experience 5

CEO/CFO experience 4

UK or NZ experience 3

Ecommerce/technology 3

Risk management 4

Governance 4

Human resources 2

Mergers and acquisitions 5

Regulatory, government or 3

public policy

Turnaround/structural change 4