Skin Elements : Corporate Governance Statement

For personal use only

15 November 2021

Update of Corporate Governance Statement

Skin Elements Limited (ASX: SKN) ("SKN" or "the Company") is pleased to provide the rerelease of its Corporate Governance Statement and Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations 4th Edition.

Full versions of the Company's Corporate Governance Statement and Policies are available on the Company's website: www.skinelementslimited.com/investors/corporategovernnace

This announcement is approved by the Board of Directors of Skin Elements Limited.

END

For further information, please contact:
Peter Malone	Media and Investor Inquiries
Executive Chairman	James Moses
Skin Elements Limited	Mandate Corporate
T: [phone]	T: [phone]
E: [e-mail]	E: [e-mail]

About Skin Elements

Skin Elements is an award winning Australian owned and operated ASX listed health and wellness company focused on the development of scientifically proven formulations using natural and organic ingredients. Skin Elements' innovative approach to chemical free therapeutics has enabled the creation of a portfolio of products that have been sold and distributed across the world. Its flagship products include the plant based SuprCuvr Hospital Grade disinfectant and Invisi Shield sanitiser, Soléo Organics natural and organic sunscreen range, PapayActivs therapeutic pawpaw skincare range and Elizabeth Jane Natural Cosmetics brand.

Further information is available via the Company website: http://skinelementslimited.com

For personal use only

SKIN ELEMENTS LIMITED

ACN 68 047 794

CORPORATE GOVERNANCE STATEMENT 15 NOVEMBER 2021

For personal use only

SKIN ELEMENTS LIMITED

CORPORATE GOVERNANCE STATEMENT

CORPORATE GOVERNANCE STATEMENT

Skin Elements Limited (SKN or the Company) and its related entities (collectively the SKN Group) is committed to achieving and demonstrating the highest standards of corporate governance to protect and enhance shareholder interests.

This Corporate Governance Statement reports against the ASX Corporate Governance Principles and Recommendations (4th Edition) (ASX Principles). The principles detailed in this Corporate Governance Statement are current as at 15 November 2021 and covers activities and practices in the 2021 financial year of the Company.

Commensurate with the spirit of the ASX Corporate Governance Principles and Recommendations, the Company has followed each ASX Corporate Governance Recommendation where the Board has considered it to be an appropriate benchmark for corporate governance practices, taking into account factors such as the size of the Company and the Board, the resources available and the activities of the Company. Where, after due consideration, the Company's corporate governance practices depart from the ASX Corporate Governance Recommendations, the Board sets out its "if not, why not" report.

Corporate governance policies and practice of the Company are reflective of the Company's current position. As the Company's activities develop in size, nature and scope, the Board will reconsider and review the Company's corporate governance structures.

A description of the Company's main corporate governance practices are set out in this statement. Copies of the Company's corporate governance policies are available on the website at http://www.skinelementslimited.com/investors/corporategovernance.

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For personal use only

SKIN ELEMENTS LIMITED

CORPORATE GOVERNANCE STATEMENT

PRINCIPLE 1: THE BOARD LAYS SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

Board Roles and Responsibilities

The Board operates pursuant to a formal Board charter, which sets out the roles and responsibilities of the Board and management of the Company, and is available in the corporate governance section of the Company's website http://www.skinelementslimited.com/investors/corporategovernance.

The Board Charter is a written policy document that defines the respective roles, responsibilities and authorities of the Board, both individually and collectively, and of management in setting the direction, management and the control of the organisation. As such, it establishes the guidelines within which the Directors and Officers are to operate as they carry out their respective roles.

The purpose of this Board Charter is to document the policies upon which the Board has decided to meet its legal and other responsibilities.

The Company's Board Charter has four major sections:

• Part A - Defining Governance Roles;
• Part B - Board Processes;
• Part C - Key Board Functions; and
• Part D - Continuing Improvement.

The Board's role is to govern the Company rather than to manage it. In governing the Company, the Directors must act in the best interests of the Company as a whole. It is the role of Senior Management to manage the Company in accordance with the direction and delegations of the Board and the responsibility of the Board to oversee the activities of management in carrying out these delegated duties.

Without intending to limit this general role of the Board, the principal functions and responsibilities of the Board include the following:

• providing and demonstrating leadership to the Company;
• overseeing the development and implementation of an appropriate strategy;
• the instilling of the Company's values and performance;
• overseeing the control and accountability systems;
• ensuring corporate accountability to the shareholders;
• ensuring the integrity of the Company's accounting systems including the external audit;
• ensuring robust and effective risk management;
• appointing, and where necessary removing and/or replacing, the Chair;
• being responsible for the Company's senior management and personnel;
• ensuring that the Company's Remuneration & Nomination policy is aligned with the entity's purpose, values, strategic objectives and risk appetite.
• delegating appropriate powers to the CEO/MD, management and committees to ensure the effective day-to-day management of the business and monitoring the exercise of these powers;
• ensuring Directors receive briefings on material developments in laws, regulations and accounting standards relevant to the Company;
• where required, challenging management and holding it to account; and
• making all decisions outside the scope of these delegated powers.

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For personal use only

SKIN ELEMENTS LIMITED

CORPORATE GOVERNANCE STATEMENT

Board Committees

The Board has established two committees to assist it in discharging its role and responsibilities:

• Audit and Risk Committee
• Nomination and Remuneration Committee

The role and responsibilities of the committees are set out in each Board Committee Charter and are summarised in this corporate governance statement and are located in full on the Company's website: http://www.skinelementslimited.com/investors/corprategovernance.

Diversity

SKN is committed to workplace diversity and inclusion at all levels of the Company regardless of gender, marital or family status, sexual orientation, gender identity, age, disabilities, ethnicity, religious beliefs, cultural background, socio-economic background, perspective and experience. This policy reflects the Company's values of respect.

The Company recognises that a talented and diverse workforce is a key competitive advantage and that success is a reflection of the quality and skills of its people. Diversity assists the business in achieving its objectives and delivering for its stakeholders by enabling it to attract and retain the most qualified and experienced individuals to the workforce.

The Company's general policy when choosing employees is to recruit and manage on the basis of competence and performance regardless of age, nationality, race, gender, religious beliefs, sexuality, physical ability or cultural background. The Company has minimal operational staff but expects to expand its workforce as its business operations continue to expand.

The Company's Diversity Policy is located on the Company's website:

http://www.skinelementslimited.com/investors/corprategovernance.

Board Evaluation

The performance of the Board (as a whole), each standing Board Committee and Board members are reviewed at least annually, and at times decided upon by the Board, against measurable and qualitative benchmarks as may reasonably be determined from time to time by the Board having regard to accepted, sound corporate standards in accordance with the Company's Performance Evaluation Policy, which is located in full on the Company's website: http://www.skinelementslimited.com/investors/corprategovernance.

The Nomination and Remuneration Committee charter outlines the Committee's responsibility to review the processes for evaluating the performance of the Board, its committees and individual directors and ensuring that a fair and responsible reward is provided to executives and directors having regard to their performance evaluation.

Due to the current size and scope of the Company, external reviews are not conducted.

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