Super Retail : Board Committee Structure Changes - New Charters

9 August 2023

Board Committee Structure Changes - New Charters

The Board of Super Retail Group Limited (Company) has approved the establishment of a new Board Committee - the Board Risk and Sustainability Committee. The new committee will commence from 1 September 2023, at which time the existing Audit and Risk Committee will become the Board Audit Committee. Further details on the Board Committee structure changes will be contained in the Company's FY23 Corporate Governance Statement.

Please see attached the following charters that will take effect on 1 September 2023:

• Appendix 1: Board Risk and Sustainability Committee Charter
• Appendix 2: Board Audit Committee Charter
• Appendix 3: Revised Board Charter

Appendix 1 Board Risk and Sustainability Committee Charter

BOARD RISK AND SUSTAINABILITY COMMITTEE CHARTER

1. PURPOSE OF CHARTER
2. 1. The Board Risk and Sustainability Committee (Committee) is a committee of the Super Retail Group Limited (Company) Board (Board).
   2. This Charter sets out the role, structure, composition, and responsibilities of the Committee.
3. ROLE OF COMMITTEE
4. 1. The role of the Committee is to assist the Board to discharge its responsibilities in relation to risk management, compliance, sustainability, and corporate governance.
   2. The Board authorises the Committee to fulfil the responsibilities identified in this Charter.
5. RESPONSIBILITIES OF COMMITTEE
   The Committee has the following responsibilities: Risk Management
6. 1. Reviewing the Company's Risk and Compliance Management Framework at least annually to satisfy itself that it continues to be sound and that the Company is operating with due regard to the risk appetite set by the Board, and making recommendations to the Board in relation to changes to the framework.
   2. Monitoring the adequacy and effectiveness of the Company's Risk and Compliance Management Framework, through:
   3. 1. reviewing the Risk Appetite Statement and monitoring the alignment of the Company's risk profile with the Risk Appetite Statement;
      2. reviewing and receiving reports on new and emerging sources of risks;
      3. reviewing and receiving reports on the key controls and mitigation measures in place to manage material risks, satisfying itself that those key controls and measures are effective, and making recommendations to the Board in relation to those key controls and measures;
      4. reviewing any material incident involving fraud or a breakdown of the Company's risk controls and the "lessons learned"; and
      5. reviewing reports on the Company's processes for managing risk.
   4. Liaising with the various Board committees to satisfy itself that risks and controls managed by those Committees are regularly monitored and that risk management processes are integrated into the Company's Risk and Compliance Management Framework.
   5. Reviewing and making recommendations to the Board regarding the Company's insurance program.
   6. Reviewing and recommending to the Board the disclosure of material business risks in the Annual Report (except to the extent those risks are delegated by the Board to be within the remit of another Board Committee).

Sustainability

1. Reviewing and making recommendations to the Board on the Company's sustainability framework, commitments, goals and targets and overseeing the implementation of the sustainability framework.
2. Reviewing and monitoring progress towards the Company's publicly disclosed sustainability commitments, goals and targets.
3. Reviewing and recommending to the Board for approval, the Company's Sustainability Report and Modern Slavery Statement and any other significant sustainability related reports that are not within the remit of another Board Committee.

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1. Reviewing and making recommendations to the Board on material public disclosures made under external sustainability reporting frameworks and standards taking into account the requirements under Australian financial reporting standards (but excluding disclosures that are within the remit of another Board Committee).
2. Reviewing the Company's key sustainability policies, including the Responsible Sourcing Policy, and recommending material changes to the Board for approval.

Corporate Governance

3.11. Reviewing those Group-wide policies requiring Board approval which are not approved by other Board Committees (such as the Company's Anti-Corrupt Practices Policy, Competition and Consumer Law Policy, Privacy Policy, and Whistleblower Policy) and recommending material changes to the Board for approval.

Compliance

1. Reviewing the effectiveness of the system and frameworks for monitoring and reporting compliance with relevant legal and regulatory requirements and with the applicable Company's policies and procedures.
2. Overseeing the establishment and maintenance of complaint procedures (including anonymous reporting).
3. Reviewing compliance reports, complaints-handling reports and reports of material incidents under the Company's Whistleblower Policy and identifying and reporting to the Board any material breaches or allegations. Material breaches of the Code of Conduct and other Human Resources policies that relate to individual employment issues will be reviewed by the Board Human Resources and Remuneration Committee (BHRRC).

Other Responsibilities

1. Considering matters raised by management and providing feedback to the BHRRC Chair and BHRRC on issues that are relevant to either the BHRRC or the Committee, including with respect to remuneration outcomes, adjustments to remuneration in light of relevant matters and alignment of remuneration with the Risk and Compliance Management Framework.
2. Referring or recommending to the Board and any other Board Committee (as appropriate) any matters that have come to the attention of the Committee that are relevant for the Board or the respective Board Committees.

4. COMPOSITION AND OPERATION Membership and Composition

1. The members of the Committee are appointed or removed by the Board.
2. There is no prescribed term for membership of the Committee. Membership shall cease upon the member ceasing to be a director of the Company.
3. The Committee will consist of at least three members, all of whom are non-executive directors.
4. The majority of the members must be independent directors.
5. The Committee members must collectively possess accounting and financial expertise, and a sufficient understanding of the industries in which the Company operates to discharge the Committee's role and responsibilities effectively.

Chair of the Committee

1. The Board is responsible for appointing the Chair of the Committee, who must be an independent non- executive director of the Company.
2. In the absence of the Committee Chair, the Committee members who are present must elect one of the independent non-executive directors, as the Chair for that meeting.

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Meetings

1. The Committee will meet as often as the Committee members deem necessary to discharge its role effectively, but not less than two times annually.
2. The Committee Chair must convene a meeting if requested to do so by any Committee member, the CEO, or the Chair of the Board.
3. A quorum is two members, or any greater number determined by the Board.

Attendance

1. All directors of the Company are entitled to attend Committee meetings subject to clause 4.18.
2. The CEO will assist the Committee in an advisory capacity and may attend all or part of a meeting of the Committee at the invitation of the Committee Chair.
3. Other non-committee members, including members of management and/or external advisors may attend all or part of a meeting of the Committee at the invitation of the Committee Chair.

Voting

1. Matters will generally be decided by consensus or, if a consensus cannot be reached, by a majority of votes from the members present.
2. In the event of an equal number of votes being cast for and against a motion, the motion will be referred to the Board for resolution. The Committee Chair does not have a casting vote.

Conflict of Interest

1. Committee members will be invited to disclose conflicts of interests at the start of each meeting.
2. Ongoing conflicts of interest need not be disclosed at each meeting once they have been acknowledged.
3. Where members or invitees are deemed to have a real or perceived conflict of interest, they must comply with Board policy for the management of conflicts.

Secretariat Duties

1. The Company Secretary or another appropriate person will act as secretary to the Committee.
2. The secretary will liaise with the Committee Chair to develop the agenda and co-ordinate the timely completion and dispatch of the Committee calendar, agenda, minutes, and briefing materials for each meeting.

Minutes

1. The minutes of the meeting, after the preliminary approval of the Committee Chair, must be circulated to all members of the Committee, and then to the Board with the papers of the next following Board meeting.
2. The minutes of the meeting will be approved by the Committee and signed by the Committee Chair no later than 30 days after the Committee meeting.

Reporting to the Board

4.23. The Committee Chair, or a person nominated by the Committee Chair for that purpose, must:

1. after each meeting report to the Board, at the next Board meeting, covering key issues discussed at each meeting;
2. immediately make the Board aware of any matters brought to the attention of the Committee Chair that may materially impact the financial condition or reputation of the Company; and
3. otherwise, keep the Board informed of the matters or recommendations requiring the Board's attention as appropriate.

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