Corporate Governance

Grange is committed to creating and building sustainable value for shareholders and protecting stakeholder interests. The Company recognises that high standards of corporate governance are essential to achieving that objective.

The Board has the responsibility for ensuring Grange is properly managed so as to protect and enhance shareholders' interests in a manner that is consistent with the Company's responsibility to meet its obligations to all stakeholders. For this reason, the Board is committed to applying appropriate standards of corporate governance across the organisation.

As part of its commitment to enhancing its corporate governance, and as a listed company, the Board has adopted relevant practices which are consistent with the Australian Securities Exchange ("ASX") Corporate Governance Principles.

Shareholders

The Directors are subject to election by shareholders at the Annual General Meeting. All Directors, apart from the Managing Director, are subject to re-election by rotation within every three years. A fundamental right of shareholders is to vote on the election of Directors.

The Board aims to ensure that shareholders are kept informed of all major developments affecting Grange. Information is communicated to shareholders through:

Other information publicly released is available on this website.

Shareholders are encourage at the Annual General Meeting to ask questions of Directors and senior management and also the Company's external auditors, who are required to be in attendance.

Information Disclosure

In accordance with the disclosure requirements of the Corporations Act 2001 and the Australian Securities Exchange Limited ("ASX") Listing Rules, Grange follows the following three main forms of information disclosure:

Directors are committed to the promotion of investor confidence by ensuring that trading in the Company's securities takes place in an efficient, competitive and informed market. In compliance with ASX continuous disclosure requirements, Grange has procedures in place to ensure that all price sensitive information is identified, reviewed by senior management and disclosed to the ASX in a timely manner and that all information provided to the ASX is immediately available to shareholders and the market on the Company's website.

Analyst briefings are conducted from time to time, to promote a better understanding of the Company. In conducting briefings, Grange takes care to ensure that any price sensitive information released is at the same time made available to all shareholders and the market generally, in accordance with the requirements of the law and the ASX.

Board Composition

Skills and Experience

The Board considers that between them, the executive and non-executive directors, they possess the range of skills, knowledge and experience necessary to direct the Company.

In assessing the composition of the Board, the Directors have regard for the following guidelines:

Responsibilities

The Company's Constitution vests management and control of the business and the Company's affairs in the Board.

The Board's primary role is to enhance shareholder value. It is responsible for providing a leadership role and for providing overall stewardship of the organisation. The Board oversees Grange's strategic direction and the conduct of business activities by the management team for the benefit of Grange shareholders.

Specific accountabilities and responsibilities of the Board include:

Board Workings

External Auditor Policy

The Board's objective is to ensure that Grange's financial reporting complies with applicable standards and reflects a true and fair view of the Company's financial performance and position; further, that the external auditor adds value beyond mere compliance auditing and acts, and is seen to act, free from bias, conflict or compromise. The Board has in place a Policy to achieve this objective, the principal elements of which are:

Meetings

The Board meets on at least six occasions during the year. Executive management is invited to attend and make presentations at Board meetings as considered appropriate and are available for questioning by Directors. Directors are expected to bring independent judgement to bear on matters being considered and are encouraged to participate in debate. When it needs to, the Board takes advice from independent experts.

Conflicts of Interest

The Board has established guidelines which apply if there is, or may be, a conflict between the personal or other interests of a Director and the business of Grange. When the matter comes before the Board for discussion, the Director withdraws from the meeting for the period the matter is considered and takes no part in the discussions or decision-making process.

Independent Professional Advice

The Directors may, in carrying out their duties to the Company, seek external professional advice. They are entitled to re-imbursement of all reasonable costs where such requests for advice is approved by the Chairman.

Risk Management

The Board has as one of its main objectives, the oversight of the management of areas where risk to Grange is perceived to be significant. The Company has a comprehensive program for the identification and assessments of risks and for their systematic management. Management reports regularly to the Board on the key risks associated with proposals submitted to the Board for approval. Discussion and approval of the annual budget and a rolling multiple forward view presented by management assist the Board to identify significant business risks and, together with management, decide upon and implement ways of managing those risks. Performance is communicated by management through regular reports to the Board.

Ethics and Conduct

The Company has a Code of Ethics and Conduct Policy, which applies to all Directors and employees within the Group. In addition the Board has a dedicated Code of Conduct which provides Directors with clear and unambiguous guidance as to the minimum standards of behaviour which is required of Grange's Directors undertaking Grange activities or whenever they are representing Grange.

Directors and Employee Share Dealings

The Company has a share trading policy, binding on Directors and employees, designed to assist Directors and employees to avoid insider trading, and providing guidelines for trading in Grange securities. The policy stipulates that Directors and employees may only deal in Grange securities provided they are not in possession of inside information or during a prescribed "blackout period". Directors wishing to buy or sell Grange securities in accordance with the policy may only do so after first having advised the Chairman of his or her intention and having received clearance to do so. In the case of employees, there is a corresponding notification requirement.

Committes of the Board

Two standing committees of the Board assist the Board in the discharge of its responsibilities:

Audit & Risk Committee

The Audit Committee is the custodian of the external audit relationship and assists the Board to assure itself that there are within the Group appropriate and effective accounting, auditing, internal control, business risk management, compliance and reporting systems, processes and practices. In particular it:

It advises on and monitors Grange's governance practices and assists the Board to assure itself that there is an appropriate and effective process for the direction and control of the Group. In particular it:

Remuneration and Nomination Committee

The Remuneration and Nomination Committee's overall role is to ensure that Grange's remuneration policies and practices are consistent with the Company's goals and objectives.

The Committee is responsible for making recommendations to the Board on all aspects of appointment, remuneration and termination pertaining to the CEO/Managing Director and to review the appointment, remuneration or termination of other senior employees as requested by the Board, Chairman or CEO. It is also responsible for making recommendations on non-executive director remuneration and addressing relevant remuneration issues generally.

In addition to its remuneration responsibilities the Committee also undertakes Board nomination and appointment functions. It assesses the skills required by the Board, prepares and reviews the Board's succession plan and implements processes to identify and recruit suitable candidates for appointment as non executive directors.

The Committee is also responsible for the oversight of Board and senior executive succession planning and the Company's diversity policy.

Diversity

Grange recognises that our employees are our most valuable resource and the means by which we will achieve safe, sustainable, cost effective production. Diversity is one of many elements which helps create sustainable value for our shareholders. Grange takes a broad and all encompassing view of diversity. Diversity is about accepting, respecting and understanding that each person is unique.

The Board has an approved a Diversity Policy. The policy highlights that an individual's differences can be along the lines of race, cultural background, gender, sexual orientation, socio-economic status, age, physical abilities, religious beliefs, political beliefs or other ideologies.

Diversity can also include an extensive range of individual characteristics and experiences such as communication styles, career path, educational background, family responsibilities and marital status which may influence personal perspectives.

The policy details how Grange supports diversity in its work place. This includes:

In addition the policy also explains how the Board demonstrates its commitment to diversity. This includes:

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