Corporate Governance

Board & Committee Charters

Board

The Board is committed to the highest standards of integrity and strict compliance with law from all directors, senior management and employees of the Shine Justice Ltd Group (the Group). The Board is responsible for the governance of the Group and seeks to promote and to protect the interests of Shine Justice and its shareholders, employees, customers and the broader community.

The role of the Board is to provide overall strategic guidance for the Group and effective oversight of the Group’s management. The Board will monitor Shine’s compliance with its Constitution, from which the Board derives its authority to act, and with all legal and regulatory requirements.

The Board is comprised of a majority of independent non-executive directors. The Board includes:

• Graham Bradley (AM) as Chairman (Independent Non-Executive Director)
• Teresa Dyson (Independent Non-Executive Director)
• David Bayes (Independent Non-Executive Director)
• Rod Douglas (Non-Executive Director)
• Simon Morrison (Managing Director)

Audit and Risk Management Committee

The Committee reviews and makes recommendations to the Board on the following:

1. Managing its financial, legal and compliance responsibilities relating to financial reporting;
2. Internal control structures;
3. Risk management and compliance systems;
4. External audit
5. Internal audit; and
6. Such other matters as are delegated by the Board from time to time.

Committee members are all independent non-executive directors.

Nomination and Remuneration Committee

The Committee provides advice and makes recommendations to the Board on the following:

1. Composition of the Board;
2. Appointment of directors to the Board;
3. Performance of the Board and its committees;
4. Group remuneration strategy and policy;
5. People and culture including, but not limited to, talent attraction and management;
6. Succession planning for Board and key management roles;
7. Remuneration for the Board, Managing Director & CEO, CFO and other direct reports to the Managing Director & CEO; and
8. Such other matters as are delegated by the Board from time to time.

Committee members are all independent non-executive directors.

Key Corporate Governance Policies

Securities Trading Policy

A policy has been adopted by the Board to create an awareness of conduct in relation to dealings in securities that are prohibited by law and by the Company and to establish a best practice procedure for buying, selling or otherwise dealing in Company securities (and securities in other companies in respect of which the Company may have business dealings) to protect the Company and its employees.

This policy protects the Group and its directors, officers and employees by ensuring that they do not misuse, and are not placed under suspicion of misusing, Inside Information in (or thought to be in) their possession.

Any non-compliance with the policy will be regarded as an act of serious misconduct.

Continuous Disclosure Policy

As an ASX listed company, Shine is required to comply with the ‘continuous disclosure regime’ outlined in the Corporations Act 2001 and ASX Listing Rule 3.1.

The continuous disclosure regime requires listed companies to immediately disclose information which a reasonable person would expect to have a material effect on the price or value of the company’s securities. The continuous disclosure regime reflects the expectation of investors and the market to have ready access to that type of information.

The policy outlines how Shine Justice deals with its continuous disclosure obligations.

Any non-compliance with the policy will be regarded as an act of serious misconduct.

Related Party Transaction Policy

Shine Justice is committed to ensuring that all decisions are made in the best interests of the company as well as ensuring compliance with the law.

Shine Justice recognises that related party transactions can present potential or actual conflicts of interest and may raise questions about whether such transactions are in the best interests of the Company. Accordingly, the company has adopted a Related Party Transactions Policy to outline how such matters will be handled.

Diversity Policy

Shine Justice is committed to complying with the diversity recommendations published by ASX by establishing measurable objectives for achieving gender diversity. It is also committed to promoting diversity among employees, consultants and senior management throughout the Group and keeping shareholders informed of progress towards implementing and achieving its diversity objectives.

The policy outlines the Group’s commitment to fostering a corporate culture that embraces diversity and, in particular, focuses on the composition of its Board and senior management. This policy also outlines a process by which the Board will set measurable objectives and procedures. Shine Justice will implement and report against the measurable objectives and procedures set by the Board.

Code of Conduct

The Shine Justice Ltd Group (the Group) is committed to the highest standards of conduct at all times in order to ensure that our clients, shareholders and the community at large have confidence in the integrity of our business.

The Code of Conduct (the Code) outlines the behaviour and conduct expected by the Group. While the Code provides guidance around the standard of behaviour and conduct expected, it is not exhaustive and it should be read in conjunction with our policies, the professional standards applicable to the legal profession and all applicable laws and regulations.

Our Code is intended to preserve our values and to help us achieve our vision.

Whistleblower Policy

The Shine Justice Ltd Group (the Group) is committed to ensuring that all of its business activities are carried out in a way that is both ethical and compliant and to promoting a culture of honest and ethical behaviour and good corporate governance.

The Whistleblower Policy applies to all Directors, employees, contractors, consultants and suppliers of the Group and sets out the various reporting, investigation confidentiality and protection processes to be followed.

Workplace Gender Equality

Modern Slavery Policy

The Shine Justice Ltd Group (Shine Group) is committed to respecting human rights and to preventing, detecting and reporting the risk of slavery or human trafficking within our operations and supply chains.

The Modern Slavery Policy applies to all directors, senior management, employees and contractors at every level of Shine, while engaged within the Shine Group.

Modern Slavery Supplier Code of Conduct

The Shine Justice Ltd Group (Shine Group) is committed to respecting human rights and to preventing, detecting and reporting the risk of slavery or human trafficking within our operations and supply chains.

The Modern Slavery Supplier Code of Conduct sets out our expectations of suppliers in relation to preventing modern slavery. We seek to do business with suppliers that have similar values, ethics and sustainable business practices, including in relation to human rights.

Environmental Sustainability Policy

Shine Justice recognises that environmental sustainability is a critical component in a responsible and ethical management strategy.

While many initiatives that support sustainability are already embedded in Shine’s operations, it is Shine Justice policy to improve environmental sustainability and reduce overall environmental impact.