Brisbane Broncos : 2021FY Corporate Governance Statement & Appendix 4G

ASX ANNOUNCEMENT

14 APRIL 2022

BRISBANE BRONCOS LIMITED

2021 CORPORATE GOVERNANCE STATEMENT AND APPENDIX 4G

In accordance with ASX Listing Rules 4.7 and 4.10.3, a copy of Brisbane Broncos Limited’s Corporate Governance Statement and associated Appendix 4G for the 2021 financial year is attached.

For further information, please contact Chair Mr Karl Morris on 3858 9101. announcement has been approved by the Board of Brisbane Broncos Limited.

This

Yours sincerely

Louise Lanigan Company Secretary

Brisbane Broncos Limited

INTRODUCTION

The Corporate Governance Statement provides information about governance practices and principles at Brisbane Broncos Limited and its controlled entities (‘the Group’). This statement acknowledges the 4th edition of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (‘ASX Principles’). The Board is responsible for the corporate governance framework of the Group and is committed to applying the ASX Principles in its practices. The Board guides and monitors the business affairs of the Group on behalf of its shareholders by whom they are elected and to whom they are accountable. It is a requirement of the Board that the Group maintain high standards of ethics and integrity at all times.

This Corporate Governance Statement outlines the framework of policies, systems and processes utilised by the Group that guides how the organisation is managed and decisions are made. The Group’s governance framework plays an integral role in supporting the business and helping the Board and management deliver on the organisation’s strategy. It provides the structure through which strategy and business objectives are set, performance is measured and monitored, and risks are managed. The governance framework of the Group provides guidance on the standards of behaviour expected from all those within the organisation.

The ASX Principles are an important regulatory guide for listed companies reporting on their corporate governance practices. Under ASX Listing Rule 4.10.3, listed companies must disclose the extent to which they have complied with the 4th edition of the ASX Principles, and if any have not been followed, explain why. Where practical, the Group has complied with the ASX Principles. However, there are some instances whereby due to the size of the Company/Board or News Corporation’s substantial shareholding, it is not considered economical or practical to implement particular recommendations. The Group’s compliance with ASX Principles is disclosed below.

The information in this statement is current as at 14 April 2022 and has been approved by the Board.

CULTURE AND VALUES

The Brisbane Broncos’ values of United, Accountable, Respectful and Grateful are core to the business and define the organisation’s culture, standards, actions and behaviour. The values were developed collaboratively by the Group’s people and leaders and endorsed by the Board. The culture of the Brisbane Broncos is fundamental to its success and these values embody what the organisation and its people stand for. The organisation’s values guide the way decisions are made and are the means by which all actions are measured. Employees are inducted into the Group’s values which are continually reinforced. All involved with the Brisbane Broncos are driven by living the values every day with a sense of shared purpose, being humble, holding one another to account and supporting each other and the community. These values ensure the highest of expectations are in place at all times and drive the organisation’s strategic direction to build for a successful future.

CORPORATE GOVERNANCE WEBSITE

The Company’s corporate governance practices were in place throughout the year ended 31 December 2021. Important information relating to the Company’s corporate governance policies and practices are set out on the Company Section of Brisbane Broncos’ website atwww.broncos.com.au. During the reporting period, the Company undertook a process of reviewing and updating its charters and corporate governance policies. This process was finalised in March 2022 and all relevant documents are available on the Brisbane Broncos website.

ROLE AND RESPONSIBILITY OF THE BOARD

The Board operates in accordance with a formal Charter which outlines its roles and responsibilities, relationship with management, and those matters expressly reserved for the Board’s determination. A copy of the Board Charter is available on the Company Section of Brisbane Broncos’ website. Each Director is required to ensure that they are able to devote sufficient time to discharge their duties and to prepare for Board and Committee meetings and associated activities.

The primary role of the Board is to oversee and guide the management of the Group acting on behalf of shareholders and taking into account the interests of other stakeholders including employees and the wider community. The Board oversees the safe and sustainable operations of the Group in accordance with its organisational values. It seeks to identify the expectations of the shareholders, as well as other regulatory and ethical expectations and obligations and strives to meet them. The Board also provides leadership, establishes broad corporate policies, and is responsible for identifying areas of significant business risk and ensuring arrangements are in place to adequately manage those risks. The Board is responsible for overseeing the Group’s financial position and for monitoring the business and affairs on behalf of the shareholders, by whom the Directors are elected and to whom they are accountable.

The Board is responsible for setting the strategic direction of the Group, establishing objectives for management and monitoring the achievement of those goals. During 2021 and the beginning of 2022, the Board and management undertook a comprehensive and collaborative process to document the Group’s purpose and vision and to construct an updated Strategic Plan and Business Operating Model to guide the organisation over the next five year period. A revised Strategic Framework was approved by the Board on 19 February 2022 and is currently being implemented by management.

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ROLE AND RESPONSIBILITY OF THE BOARD (CONTINUED)

The Chief Executive Officer (CEO) is responsible for the day-to-day management of the Group and reports to the Board on key management and operational issues. The Board ensures that the CEO is appropriately qualified and experienced to discharge his responsibilities and has procedures in place to evaluate his performance. The Board also appoints the Company Secretary. The Company Secretary is responsible for coordination of all Board business including agendas, minutes, communication with regulatory bodies and the ASX and all other filings. The Company Secretary is accountable directly to the Board, through the Chair, on all matters to do with proper functioning of the Board. All Directors have direct access to the Company Secretary and the Company Secretary has a direct reporting line to the Chair. The responsibilities of the Company Secretary are further outlined in the Board Charter.

Various information reports and other communication are regularly sent to the Board in order to keep them informed of the Group’s business operations. Directors also receive monthly operating and financial reports and have access to Senior Executives at Board and Committee meetings. The Board holds regular meetings (average 7) each year and special meetings if required.

The responsibility for the operation and administration of the Group is delegated, by the Board, to the CEO and the Senior Executives. It is the Board’s responsibility to appoint or remove the CEO and to ratify the appointment or removal of Senior Executives. The Board ensures that this executive team is appropriately resourced, qualified, and experienced to discharge their responsibilities and achieve performance objectives – and has in place procedures to evaluate their performance.

In fulfilling its role and executing its duties outlined above, the key responsibilities of the Board are summarised below:

BOARD COMPOSITION

Board Composition and Independence

In accordance with the Company’s Constitution, the Board must have a minimum of three Directors and a maximum of ten. Directors are required to seek election at the first Annual General Meeting (AGM) after their appointment and thereafter may not retain office without re-election for more than three years. At every AGM one third of Directors must retire from office on a rotational basis.

Directors are considered to be independent when they are free of any business or other relationship or circumstance that could materially interfere with, or could reasonably be perceived to interfere with, the independent exercise of their judgement, having regard to the best interests of the Group as a whole. In assessing independence, the Board also considers the factors outlined in the ASX Principles. The Board assesses the independence of each Director upon their appointment and annually thereafter. Directors are required to make prompt disclosure to the Chair of any changes in interests, shareholdings, personal ties, other Directorships or any other matter that may be relevant to considering their actual or perceived independence. Upon any such disclosure, a Director’s independence is reassessed.

Directors must declare any conflict of interest that they may have at the start of Board meetings. In the event that a potential conflict of interest arises with respect to a matter that is to be considered by the Board, the Director is required to declare that interest and must not take part in any Board discussion or vote in relation to that matter, unless permitted by the Corporations Act.

As at the date of this report, there are six Directors whose names, skills, experience and expertise are included in the Directors’ Report. Mr David Asplin and Mr Andrew Fraser were appointed as Non-Executive Directors by the Board on 1 December 2021 and are up for election by shareholders at the Company’s AGM on 17 May 2022. Five of the current six Directors are regarded as independent being Mr Karl Morris AO (Chair), Mr Darren Lockyer, Ms Vicki Wilson OAM, Mr David Asplin and Mr Andrew Fraser – thus complying with CGC’s Principles 2.4 and 2.5 that the majority of the Board and the Chair should be independent. Mr Neil Monaghan previously held the position of Managing Director – Business Services Group of News Corporation Australia until 30 December 2020. He has recently recommenced employment with News Corporation Australia on 21 February 2022 in the role of Senior Executive – Programs. Accordingly, Mr Monaghan is not considered independent as he is an employee of a substantial shareholder of the Company.

Mr Tony Joseph resigned as an independent Non-Executive Director on 3 October 2021 – a position he held since his appointment on 22 February 2011. Mr Joseph was a valuable member of the Board and the Directors acknowledge his contribution and dedication during his tenure.

Mr David Donaghy commenced as CEO of the Group on 1 May 2021 replacing Mr Paul White who held the position for 10 years from 1 January 2011 to 28 February 2021. During his tenure Mr White demonstrated exceptional commitment to the organisation and was instrumental in many significant achievements in all areas of the business. The Board extend their gratitude to Mr White for his service and contribution to the Brisbane Broncos. Non-Executive Director Mr Neil Monaghan acted in the role of Interim CEO from 1 March 2021 until Mr Donaghy’s commencement date. A summary of the material terms and conditions of Mr Donaghy’s employment agreement are detailed in the Remuneration Report included in the 2021 Annual Report.

Directors of Brisbane Broncos Limited are classified as either executive or non-executive, with the former being those Directors engaged in full time employment by the Group. At the date of this report all Board members are non-executive. The term in office held by each Director at the date of this report is as follows:

There are procedures in place, agreed by the Board, to enable Directors in furtherance of their duties to seek independent professional advice at the Company’s expense. If appropriate, any advice so received will be made available to all Directors.

Non-Executive Directors receive fees for serving on the Board. For additional details regarding the nomination and appointment of Board members, please refer to the Company Section of Brisbane Broncos’ website.

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BOARD COMPOSITION (CONTINUED)

Board Capabilities

The Board undertakes a regular review of the skills and experience of each Director to assess the combined capabilities and competencies of the Board as a whole. In determining the composition of the Board, consideration is given to the optimal mix of background, personal attributes, skills, experience, and diversity that will best position the Board to guide the Group and to address current and emerging issues of the business. Directors are appointed primarily based on their capacity to contribute to the business’ growth, development and success. All Board members are expected to maintain the skills required to discharge their respective roles. The Board maintains a Skill Matrix that assists in achieving the appropriate mix of collective competencies and experience to ensure the Board operate at the highest standard. The Board uses the Skills Matrix together with the Group’s Diversity Polity to review its composition regularly to ensure the Board remains aligned with the organisation’s strategic objectives and is able to respond to evolving business and governance matters. A copy of the Board Skills Matrix is available in the Company Section of Brisbane Broncos’ website.

Director Selection and Succession Planning

The entire Board addresses the Board renewal process which involves regularly reviewing its composition in line with the Board Skills Matrix to ensure Directors bring an appropriate mix of background, skills, experience and diversity relevant to the management of a leading sporting organisation. Current and future needs of the Group are taken into consideration. Due to the size of the Board a separate Nominations Committee has not been established and accordingly the Board as a whole addresses these matters. Therefore, ASX Principle 2.1 has not been complied with.

The Board is responsible for defining the desired attributes and skill sets for new Directors. The services of an external independent consultant may be used where appropriate to assist in the identification and assessment of a selection of potential candidates to fill Board vacancies. The Board or a selection of Directors, will review prospective candidates and arrange for background checks to be undertaken prior to a decision on an appointment being made.

When Directors are being considered for election or re-election, the Board will make an assessment against a range of criteria including the candidate’s skills, experience, education, and personal qualities that will best complement the Board’s effectiveness and diversity, and also their capacity to devote the necessary time and commitment to the role. A background check will also be conducted to determine the candidate’s suitability. In the case of a Director’s re-election, the Board will also consider performance evaluation results, tenure, and the ongoing needs of the Group.

When a Director is put forward to shareholders for election or re-election, the Board will provide sufficient information in the Notice of Meeting to enable them to make an informed decision in relation to the whether to elect or re-elect that candidate. Where a candidate stands for election for the first time, the Notice of Meeting will also include additional information relevant for the shareholders to make their decision.

A copy of the Policy for Nomination and Selection of Directors and Senior Executives is available on the Company Section of Brisbane Broncos’ website.

Director Induction and Professional Development

Each Director is appointed pursuant to a formal letter which sets out the terms and conditions of their appointment and includes copies of the Company’s Constitution, Board Charter, Committee Charters and relevant policies. The letter of appointment also includes details regarding Committee obligations, Directors’ duties and responsibilities, Board performance evaluation, confidentiality of information, the Board’s policy on obtaining independent advice, disclosure of interests, matters affecting independence, and other pertinent matters. Directors are requested to consult with the Chair prior to accepting any additional commitments which might conflict with, or impact on, the time they are able to devote to their role as a Non-Executive Director of the Company.

An induction process is undertaken upon the Director’s commencement including the opportunity to meet with existing Board members, Senior Executives and external auditor in order to obtain a detailed understanding of the business operations and an overview of the Group’s strategic objectives. Directors are encouraged by the Board to continue education relevant to their role. All Directors have the right to access Company information and the Board Charter sets out the circumstances and procedures pursuant to which a Director may seek independent professional advice at the Company’s expense.

BOARD COMMITTEES

As the current Board comprises only six Directors, it is considered logical and more practical that the Board as a whole address all matters of the business in relation to Risk, Nomination and Remuneration. Accordingly, it is not considered necessary to establish separate committees for these functions. The Board has established an Audit Committee to oversee and monitor the Group’s external audit processes, financial reporting and internal control activities. Board Committees do not relieve the Directors of their responsibilities for the matters addressed by the Committee.

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