Metcash Limited

ABN 32 112 073 480

1 Thomas Holt Drive

Macquarie Park

NSW 2113 Australia

26 July 2019

Market Announcements Office

Australian Securities Exchange Limited

20 Bridge Street

Sydney NSW 2000

Dear Sir/Madam

METCASH LIMITED -

2019 APPENDIX 4G AND CORPORATE GOVERNANCE STATEMENT

In accordance with ASX Listing Rules 4.7.3 and 4.7.4, please find enclosed the Metcash Limited 2019 Appendix 4G and Corporate Governance Statement.

Yours faithfully

Julie Hutton

Company Secretary

RULES 4.7.3 AND 4.10.3 1

Appendix 4G

Key to Disclosures

Corporate Governance Council Principles and Recommendations

Name of entity:

METCASH LIMITED

ABN / ARBN:

Financial year ended:

32 112 073 480

30 APRIL 2019

Our corporate governance statement2 for the above period above can be found at:3

This URL on our website:

www.metcash.com/investor-centre/corporate-information/corporate-

governance

The Corporate Governance Statement is accurate and up to date as at 30 April 2019 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.

Date:

26 July 2019

Name of Secretary authorising lodgement:

Julie Hutton

Company Secretary

  • Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.

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 rule 4.10.3.

  • "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.
  • Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity's corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.

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.

Page 1

ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the

We have NOT followed the recommendation in full for the whole

period above. We have disclosed …

of the period above. We have disclosed …4

PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

1.1

A listed entity should disclose:

… the fact that we follow this recommendation:

(a)

the respective roles and responsibilities of its board and

in our Corporate Governance Statement

management; and

… and information about the respective roles and responsibilities of

(b)

those matters expressly reserved to the board and those

our board and management (including those matters expressly

delegated to management.

reserved to the board and those delegated to management):

in our Board Charter at www.metcash.com/investor-

centre/corporate-information/corporate-governance

1.2

A listed entity should:

… the fact that we follow this recommendation:

(a)

undertake appropriate checks before appointing a person, or

in our Corporate Governance Statement

putting forward to security holders a candidate 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

… the fact that we follow this recommendation:

and senior executive setting out the terms of their appointment.

in our Corporate Governance Statement

1.4

The company secretary of a listed entity should be accountable

… the fact that we follow this recommendation:

directly to the board, through the chair, on all matters to do with the

in our Corporate Governance Statement

proper functioning of the board.

  • 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.

Page 2

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the

We have NOT followed the recommendation in full for the whole

period above. We have disclosed …

of the period above. We have disclosed …4

1.5

A listed entity should:

… the fact that we have a diversity policy that complies with

(a)

have a diversity policy which includes requirements for the

paragraph (a):

board or a relevant committee of the board to set

in our Corporate Governance Statement

measurable objectives for achieving gender diversity and to

… and a copy of our diversity policy or a summary of it:

assess annually both the objectives and the entity's progress

in achieving them;

at www.metcash.com/investor-centre/corporate-

(b)

disclose that policy or a summary of it; and

information/corporate-governance

(c)

disclose as at the end of each reporting period the

… and the measurable objectives for achieving gender diversity set by

measurable objectives for achieving gender diversity set by

the board or a relevant committee of the board in accordance with our

the board or a relevant committee of the board in accordance

diversity policy and our progress towards achieving them:

with the entity's diversity policy and its progress towards

in our Corporate Governance Statement

achieving them and either:

(1) the respective proportions of men and women on the

… and the information referred to in paragraphs (c)(1) or (2):

board, in senior executive positions and across the

in our Corporate Governance Statement

whole organisation (including how the entity has defined

"senior executive" for these purposes); or

(2) 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.

1.6

A listed entity should:

… the evaluation process referred to in paragraph (a):

(a)

have and disclose a process for periodically evaluating the

in our Corporate Governance Statement

performance of the board, its committees and individual

… and the information referred to in paragraph (b):

directors; and

(b)

disclose, in relation to each reporting period, whether a

in our Corporate Governance Statement

performance evaluation was undertaken in the reporting

period in accordance with that process.

1.7

A listed entity should:

… the evaluation process referred to in paragraph (a):

(a)

have and disclose a process for periodically evaluating the

in our Corporate Governance Statement

performance of its senior executives; and

… and the information referred to in paragraph (b):

(b)

disclose, in relation to each reporting period, whether a

performance evaluation was undertaken in the reporting

in our Corporate Governance Statement

period in accordance with that process.

Page 3

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the

We have NOT followed the recommendation in full for the whole

period above. We have disclosed …

of the period above. We have disclosed …4

PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE

2.1

The board of a listed entity should:

[If the entity complies with paragraph (a):]

(a)

have a nomination committee which:

… the fact that we have a nomination committee that complies with

(1) has at least three members, a majority of whom are

paragraphs (1) and (2):

independent directors; and

in our Corporate Governance Statement

(2) is chaired by an independent director,

… and a copy of the charter of the committee:

and disclose:

at www.metcash.com/investor-centre/corporate-

(3) the charter of the committee;

information/corporate-governance

(4) the members of the committee; and

… and the information referred to in paragraphs (4) and (5):

(5) as at the end of each reporting period, the number of

in the Metcash Limited 2019 Annual Report at page 43

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.

2.2

A listed entity should have and disclose a board skills matrix

… our board skills matrix:

setting out the mix of skills and diversity that the board currently

in our Corporate Governance Statement

has or is looking to achieve in its membership.

2.3

A listed entity should disclose:

… the names of the directors considered by the board to be

(a) the names of the directors considered by the board to be

independent directors:

independent directors;

in our Corporate Governance Statement

(b) if a director has an interest, position, association or

… and the length of service of each director:

relationship of the type described in Box 2.3 but the board

is of the opinion that it does not compromise the

in the Metcash Limited 2019 Annual Report at page 43

independence of the director, the nature of the interest,

position, association or relationship in question and an

explanation of why the board is of that opinion; and

(c)

the length of service of each director.

2.4

A majority of the board of a listed entity should be independent

… the fact that we follow this recommendation:

directors.

in our Corporate Governance Statement

Page 4

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Metcash Limited published this content on 26 July 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 July 2019 02:59:07 UTC