Orica : 2021 Corporate Governance Statement

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Governance Statement 2021

onlyThe FY2021 Corporate Governance Statement forms part of our corporate reporting suite for the 2021 financial year, which is available at orica.com/Investors.

FY2021 Annual Report

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FY2021 Sustainability

personalSupplement FY2021 Climate

Action Report

ForY2021 Tax Transparency Report

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1. Corporate Governance

This Statement outlines the key aspects of the corporate governance framework and main governance practices of Orica Limited ('Orica' or the 'Company'). Copies of governance documents referred to in this Statement can be found on Orica's website at www.orica.com.

Throughout the year ended 30 September 2021, (the 'reporting period') Orica's governance arrangements complied with the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations (4th Edition) ('ASX Principles and Recommendations'). Orica's ASX Appendix 4G, which is a checklist cross-referencing the ASX Principles and Recommendations to the relevant disclosures in this Statement, was lodged with this Statement with the ASX on 24 November 2021.

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2. Governance model

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	An overview of Orica's corporate governance
	framework is depicted below.
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				Shareholders
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					Accountable to Shareholders
		Access to			Board of Directors
			independent
			assurance
			and advice			Non-executive Directors and CEO
						Strategy, Performance, Risk Management, Culture
						Delegated authority
						(Terms of Reference)	Accountable
							to Board
For				Board Committees
	Board Audit	Nominations	Human Resources
			and Risk		and Compensation
					Safety and	Innovation and
				Sustainability	Technology

Delegated authority

CEO

Accountable to Board

Group

Delegation of

Authority

EXECUTIVE COMMITTEE

Company
Secretary
	Group
Operating	Delegation of
culture	Authority

OUR PEOPLE

GROUP POLICIES, STANDARDS AND PROCEDURES

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3. How we do business

Orica's Charter Values, set out below, are the guiding principles that define the organisation that Orica aspires to be.

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SAFETY

IS OUR

PRIORITY.

ALWAYS.

WE RESPECT AND VALUE ALL.

TOGETHER WE SUCCEED.

WE ACT WITH INTEGRITY.

WE ARE COMMITTED TO EXCELLENCE.

The Orica Code of Business Conduct articulates the standards of business conduct required of anyone who works for, or on behalf of, Orica to meet our legal and ethical obligations. The Code of Business Conduct has been translated into 12 languages, reflecting the diversity of Orica's workforce.

The Code of Business Conduct is overseen by Orica's Business Conduct Committee, which reviews compliance.

A twice-yearly update on the effectiveness of the business conduct program is provided to the Board, through the Board Audit and Risk Committee.

Orica also has a separate Ethics and Compliance Group Standard which sets the minimum performance requirements with respect to anti-corruption, trade sanctions and competition (anti-trust) laws, including notification and approval requirements designed to ensure that higher risk activities are subject to review and/or approval by a dedicated Ethics and Compliance team. These requirements, together with associated systems, training, risk assessments and other measures, are intended to embed a compliance framework that reflects global best practice.

Orica's policy on anti-bribery and corruption forms part of the Code of Business Conduct.

The Code of Business Conduct and the Ethics and Compliance Group Standard are supported and reinforced by formal training and awareness programs across the business and proportionate disciplinary action if breached.

Orica's Whistleblower Policy is an important part of promoting a culture that encourages speaking-upacross all Orica entities and operations. The policy articulates how Orica will respond to and investigate reports of misconduct and outlines the protections available to those who make a whistleblower report. An independent, confidential, toll free hotline (the 'Speak Up' line) operates to enable personnel to anonymously report issues to Orica, including breaches of the Orica Code of Business Conduct. Reports of breaches can also be made via email and through an associated website.

Any material breaches of the Code of Business Conduct and the Ethics and Compliance Group Standard are reported to the Board Audit and Risk Committee. The Board Audit and Risk Committee also receives reports on any material incidents reported under the Whistleblower Policy.

Orica's Securities Dealing Policy applies to all directors, employees and contractors of Orica who must not, either directly

or indirectly, buy or sell Orica securities when in possession of materially price sensitive information that is not publicly available. Subject to this general restriction, directors and other restricted persons may buy or sell Orica securities subject to receiving prior clearance and provided the trade does not take place during designated blackout periods. Directors and other restricted persons must also not enter into hedging arrangements in respect

of Orica securities, including unvested securities under Orica's share plans.

The Code of Business Conduct, Whistleblower Policy and Securities Dealing Policy are all available in the Governance section of the Orica website.

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