Webjet : Corporate Governance Statement

Webjet Limited

Corporate Governance Statement 2022

Introduction

The Board of Directors (Board) of Webjet Limited (Webjet or Company) is responsible for the corporate governance of the Company and its controlled entities (Group). Webjet

is committed to ensuring high standards of corporate governance. The Board provides the leadership to implement strong corporate governance across the Group so that decisions and actions are based on transparency, integrity, responsibility and performance. The governance practices are designed to support the business and its growth by facilitating effective Board and management decision-making, providing clear lines of responsibility and accountability and a commitment to transparent communications with shareholders and other stakeholders.

This Corporate Governance Statement explains the corporate governance framework and practices adopted by Webjet. In developing this framework, the Board has had regard

to the corporate governance standards published in the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations 4th Edition (ASX Principles) and to the governance standards and risk management practices adopted generally by companies of a similar size to Webjet.

All Webjet's corporate governance documents and policies, Sustainability Report and Modern Slavery Statement are accessible in the Corporate Governance section on Webjet's Corporate website: www.webjetlimited.com/corporate-governance.

This Corporate Governance Statement is current as at 19 May 2022 and has been approved by the Board on this date.

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Principle 1

Lay solid foundations for management and oversight

Role of the Board and management

The Board governs with regard to the interests of our shareholders (as a whole), our business and financial partners, our employees, our customers and our community.

The Board, through its Chair and Managing Director, aims for and seeks to instil within the Company a culture of excellence, quality, customer care and service, respect, integrity and trust. The governance framework is based on accountability, effective delegation and appropriate oversight to support sound decision making.

The Board is responsible for setting the strategic direction and risk appetite of the Company and for leading the culture, values and behaviours of its people.

The Managing Director has responsibility for the day-to-day management of the Group and is supported in this function by the Company's senior executive team, which is appointed and functions by reference to geographic, business unit and functional requirements.

The Board Charter sets out the Board's role and responsibilities and describes those matters expressly reserved for the Board and those matters delegated to management. The Board Charter is accessible in the Corporate Governance section on Webjet's Corporate website.

Director appointment, election and re-election

The responsibility for the selection of potential Directors lies with the Board. Following discussion and agreement at Board level on the preferred characteristics of the candidates for appointment, the Board delegates responsibility to the Remuneration and Nomination Committee for the selection, and recommendation to the Board, of the preferred candidate. Importantly, no resolution for the appointment of any candidate to the Board will be put before the Board for approval without extensive and appropriate background and reference checks taking place.

Similarly, before a Director's election or reelection at an Annual General Meeting (AGM), the performance of the relevant Director will be evaluated and all information relevant to the election or re-election will be provided to the shareholders.

Under Webjet's Constitution, with the exception of the Managing Director, Directors may not hold office without re-election beyond the third AGM following their election or most recent re-election.

Any Director appointed to fill a casual vacancy since the previous AGM must stand for election at the next AGM.

Written agreements with Directors and Senior Executives

The Board has a letter of appointment that contains the terms on which Non-executive Directors are appointed, including the basis on which they will be appointed, paid, insured and indemnified. The letter of appointment clearly defines the role of Directors, including the expectations in terms of participation, time commitment and conflicts. The letter of appointment also makes it clear that Directors are required to disclose circumstances that may affect, or may be perceived to affect, their ability to exercise independent judgement so that the Board can assess independence on a regular basis.

On appointment, all new Non-executive Directors are briefed fully on the business and strategic plans of Webjet and, on an on-going basis, are required to commit the time necessary to develop and maintain the skills and knowledge needed to perform their role effectively. All Directors are expected to constructively challenge, demonstrate the approved values and standards of Webjet, monitor the performance of management

and Webjet itself, satisfy themselves as to the adequacy and integrity of Webjet's financial statements and satisfy themselves that the systems for the identification and management of risks are robust and appropriate.

Senior Executives (including the Managing Director) enter into an employment contract with Webjet which sets out the terms of their employment, the circumstances in which their service may be terminated and any entitlements on termination.

Role of Company Secretary

The Company Secretary at Webjet is responsible for supporting the Board and its Committees in matters to do with the effective functioning and governance of the Company and compliance by the Company with its financial reporting and disclosure obligations to the Australian Stock Exchange (ASX), Australian Securities and Investments Commission (ASIC) and other regulatory bodies.

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Board and Director performance evaluation

The Webjet Board is committed to transparency in determining Board membership and in assessing the performance of the Board, Board Committees and individual Directors.

The Board conducts regular evaluations of its performance, the performance of its Committees, the Chair, individual Directors and the governance processes that support the Board's work. The Board evaluation process comprises both assessment and review. This includes analysis of how the Board and its Directors are functioning, the time spent by the Board considering matters and whether the terms of reference of the Board Committees have been met, as well as compliance with the Board Charter.

The evaluation considers the balance of skills, experience, independence and knowledge of the Company and the Board, its overall diversity, including gender, and how the Board works together as a unit.

The Board did not conduct a performance evaluation in FY22 due to the change in the Company's financial year-end date and the effects of the COVID-19 pandemic. A performance evaluation will be undertaken in FY23.

Senior Executive performance evaluation

Arrangements are in place to monitor and assess the performance of the Managing Director and Senior Executives each financial year, including:

• a review of the Company's financial and operating performance against targets; and
• performance appraisals incorporating key performance indicators with each individual.

The Board conducts the performance evaluation of the Managing Director and the Managing Director conducts the performance evaluations of the Senior Executives.

Diversity and inclusion at Webjet

Webjet's Diversity Policy is approved by the Board and responsibility for its oversight rests with the Board. Further details of the Company's approach to diversity and inclusion are set out in the Company's Code of Conduct and Sustainability Report.

The Board is committed to ensuring diversity is actively pursued and implemented in terms of Board composition. Diversity is a core consideration in ensuring that the Board and its Committees have the right balance of skills, experience, independence and Group knowledge necessary to discharge their responsibilities.

The Board believes that many facets of diversity are required in order to meet the corporate purpose. In that context, diversity is not restricted to gender.

It includes geographic location, nationality, skills, background, knowledge, experience and outlook.

The right blend of perspectives is critical to ensuring the Board oversees Webjet effectively for the benefit of its shareholders. In addition, and supporting the achievement of diversity across the Group, the Board also believes in the importance of creating an inclusive work environment.

Our values, along with the Diversity Policy, guide our approach to diversity and inclusion. Webjet believes its success to date relies in part on having a team comprised of the best people, each bringing different skills, perspectives and experiences, and an inclusive work environment where these differences are valued.

The vision for diversity at Webjet reflects the broadest definition of difference, where we attract, retain and develop people who differ by gender, ethnicity, disability, age, thought, education, experience, family responsibilities and sexuality. Webjet is a global on-line travel business. As a result, it already has a diverse workforce, not only in terms of gender (refer below) and its geographic locations, but also in terms of nationalities, locations, ethnicity, age, education, skills, knowledge and experience. This applies broadly across the Company at Board, management and less senior employee levels.

It is also important to Webjet that its workforce reflects the communities in the countries in which it operates. Webjet also actively promotes gender equality (in respect of employment terms and payment) across its workforce.

Despite its existing diverse nature, subject to the overriding objective of always recruiting and retaining the best people, the Webjet Board is determined to further improve the representation of employees from diverse ethnic backgrounds in its workforce and to progress towards balanced gender representation at Board and senior management levels. The Board's measurable objectives for diversity and inclusion reflect these goals and the Board will monitor progress towards achieving these objectives on an annual basis.

The Board's primary diversity aims are to:

• progressively increase the diversity profile
  (including the percentage of women) at both Board and Senior Executive levels; and
• ensure equal access to employment opportunities at work based primarily on merit and regardless of gender, ethnicity or other diversity factors.

Further information on diversity and inclusion at Webjet is set out in the Company's Code of Conduct, Diversity Policy and Sustainability Report. Details of Webjet's gender diversity statistics for FY22 are included in the Sustainability Report.

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Principle 2

Structure the Board to be effective and add value

Board Nomination Committee

The Webjet Remuneration and Nomination Committee operates as the Nomination Committee. The Committee comprises three Non-executive Directors, all of whom are independent (including the Committee Chair). Its Charter outlines the Committee's role in assisting the Board with decisions regarding the composition and structure of the Board. It does this by reviewing and making recommendations to the Board in relation to:

• The appointment and re-election of Directors
• The induction and continuing professional development of Directors
• Board and senior management succession planning
• The recruitment process for a new Director
• Board, Committee and Director performance evaluation

Management attend Committee meetings by invitation.

Structure and composition of the Board

Webjet is committed to ensuring that the composition of the Board includes Directors who bring an appropriate mix of skills, experience, expertise and diversity to Board decision making.

The Board has collective business expertise in the areas of travel, digital and online businesses, consumer businesses, finance, law, accounting, sales and marketing, operational and project management. Members of the Board also have experience in countries in which Webjet has business assets and activities, namely Australia, New Zealand, Asia, the Middle East, Europe and the Americas.

Director skills, experience and attributes

The Board considers that a diversity of skills, backgrounds, knowledge, geographic location and gender are important in order to effectively govern the Company and its business. The Board has worked, and will continue to work, to ensure that it has the right balance of skills, experience, independence and business knowledge necessary to discharge its responsibilities in accordance with the appropriate standards of governance.

To govern Webjet effectively, the Non-executive Directors must have a clear understanding

of the Company's overall strategy, together with knowledge about the business and the environment in which it operates. Non-executive Directors must be sufficiently familiar with Webjet's core businesses to be effective contributors to the development of strategy and to monitoring performance. They must be familiar with, and understand, the risks that Webjet faces and the processes in place to mitigate and manage those risks.

All Directors are expected to use their range of relevant skills, knowledge and experience and to apply their judgement to all matters discussed at Board meetings.

In addition to formal Board meetings (and Committee meetings) which are held throughout the year, the Directors are in continuous communication on all material and strategic matters. These communications, which are generally conducted by telephone, video and other internet conferencing software, and email, occur frequently and provide for a transparent flow of strategic and operational information and data between the Directors. This level

of communication requires significant time commitment and involvement on the part of all Directors (especially the Chair) and is one of the key elements of Webjet's success.

The Webjet Board operates on a consensus basis. As such, in performing their role as Non-executive Directors, each Director must commit to the collective decision-making processes of the Board. They must be willing to debate issues openly and constructively and be free to question or challenge the opinions of others. They must be clear communicators and, equally, good listeners who contribute to the Board in a collegial manner. Each Director must ensure that no decision or action

is taken that places his or her interests above the interests of Webjet.

The Board considers that its Directors and senior management have the combined skills and experience to discharge their respective individual and combined responsibilities in a publicly listed, global online travel company.

The Managing Director also brings additional perspectives to the Board through his deep understanding of the travel industry and of the Webjet Group's business and operations.

The following table sets out the mix of skills and experience that the Board considers necessary or desirable in its Directors. The Board reviews the skills matrix on a regular basis to ensure it covers the skills needed to address existing and emerging business and governance issues relevant

to Webjet.

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Director skills/experience matrix

Executive Leadership	Global experience
• Sustainable success in	• Senior management or
business at a senior level	equivalent experience in
in a successful career	global businesses, exposed to
• 6 Directors	a range of political, cultural,
	regulatory and business
	environments
	• 6 Directors

Strategy/risk

• Developing and implementing a successful strategy (including appropriately probing and challenging management on the delivery of agreed strategic planning objectives) over the long-term
• 6 Directors

Corporate governance	Financial acumen	Commercial capability
and compliance	• Senior management or	• Broad range of commercial
• Commitment to high
equivalent experience in	skills and experience,
standards of governance,	fiinancial accounting and	including strategy and
business ethics and	reporting, corporate fiinance	development, acquisitions
regulatory compliance	and internal fiinancial controls,	and divestments,
• 6 Directors	including ability to probe the	negotiation, planning and
	adequacies of fiinancial and	execution phases
	risk controls	• 6 Directors
	• 4 Directors
Marketing and communications	Regulatory affairs
• Senior management or	• Experience in regulatory
equivalent experience in	policy, retail and wholesale
experience in marketing and	transactional business laws
a detailed understanding of	and policies
the steps required to create	• 3 Directors
long term shareholder value
through delivery of on-line
consumer transactions and
customer service
• 4 Directors

In addition to the skills and experience set out in the skills matrix, the Board considers that each Director has the following attributes

• honesty and integrity;
• the ability to think strategically;
• an ability to consider materiality and risk tolerance as key considerations in decision making;
• the time available to devote to Webjet's business;
• a willingness to question, challenge and critique;
• a willingness to understand and commit to the highest standards of governance;
• an understanding of the key drivers of Webjet's businesses; and
• a proven track record of creating value for shareholders.

The Webjet Board represents a range of backgrounds. Future Director appointments provide an opportunity to further enhance the diversity represented on the Board, depending on the availability of candidates from time to time and the Board's assessment of the geographic, skills, experience and diversity needs of the Company.

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