Announcement PDF AIRTASKER LIMITED CORPORATE GOVERNANCE STATEMENT 2024 Table of contents 1. 2. Introduction and Executive Summary ............................................................................. 1 1.1 Corporate Governance ............................................................................................. 1 1.2 Departures from ASX Principles ............................................................................... 1 1.3 Compliance Framework ........................................................................................... 2 Compliance Statement .................................................................................................... 3 Principle 1: Lay solid foundations for management and oversight............................................. 3 Principle 2: Structure the Board to be effective and add value .................................................. 8 Principle 3: Instil a culture of acting lawfully, ethically and responsibly................................... 12 Principle 4: Safeguard integrity in corporate reporting ............................................................ 13 Principle 5: Make timely and balanced disclosure .................................................................... 15 Principle 6: Respect the rights of security holders.................................................................... 15 Principle 7: Recognise and manage risk .................................................................................... 17 Principle 8: Remunerate fairly and responsibly ........................................................................ 19 Airtasker Limited Corporate Governance Statement 2024 i 1. 1.1 Introduction and Executive Summary Corporate Governance The Board of Airtasker Limited (the Company) is responsible for establishing the Company’s corporate governance standards and ensuring that they comply not only with regulatory guidelines but that they also reflect the expectations of the Company’s stakeholders taking into consideration the Company’s size, activities and geographical operations. The Company, as a listed entity, must comply with the Corporations Act 2001 (Cth) (Corporations Act), the ASX Listing Rules (Listing Rules), and other Australian and international laws. The Listing Rules require the Company to report to shareholders on the extent to which its corporate governance practices comply with the recommendations set out in the ASX Corporate Governance Council’s (ASX Council) Corporate Governance Principles and Recommendations (4th edition 2019) (ASX Principles) and to provide an “if not, why not” statement in those circumstances where it has not implemented an ASX Council recommendation during the year ended 30 June 2024 (Reporting Period). This Corporate Governance Statement (Statement) is dated 31 October 2024 and reports on the key governance principles and practices that were in place during the Reporting Period and any changes to their status as at the date of this Statement. Subject to any exceptions outlined in this Statement, the Company has complied with the ASX Principles throughout the Reporting Period. 1.2 Departures from ASX Principles Except as set out below, the Company does not anticipate that it will depart from the recommendations of the ASX Principles, however, it may do so in the future if it considers that such a departure would be reasonable or appropriate. Recommendation 2.1: The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively. and Recommendation 8.1: The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those Airtasker Limited Corporate Governance Statement 2024 Page 1 of 20 meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive. The Board has a Nomination and Remuneration Committee comprising three non-executive Directors, two of whom are considered to be independent. However, the Chair of the Nomination and Remuneration Committee while a non-executive Director is considered not to be independent. When establishing the Nomination and Remuneration Committee in 2021, the Board considered Peter Hammond (Pete Hammond) to be the most suitable qualified Board member to fill the role of Chair of the Nomination and Remuneration Committee based on his historic knowledge and experience of the business, the Company’s remuneration framework and market remuneration practices. The Board continues to hold this view and there is no current intention to change this appointment in the foreseeable future. Recommendation 2.4: A majority of the board of a listed entity should be independent directors. During the Reporting Period and as at the date of this Statement, two of the Board’s five Directors are considered to be independent non-executive Directors. Due to the historic size and composition of the Board during the last three years it has not been possible to achieve a majority of independent non-executive Directors. The Board has elected to retain a composition of five Directors. The Board will continue to evaluate the need to appoint an additional independent non-executive Director. At the date of this Statement there has been no change to the status of the above identified areas where the Company is not fully compliant with the ASX Principles. These areas are addressed in the body of the Statement to identify and re-state the reasons for non-compliance and the actions (where considered applicable) that will be taken in the future towards achieving compliance. During the Reporting Period the Board continued to monitor all aspects of corporate governance, including policies and procedures, to ensure an appropriate standard was in place and maintained. 1.3 Compliance Framework The following diagram illustrates the Company’s compliance framework. Airtasker Limited Corporate Governance Statement 2024 Page 2 of 20 The following governance documents are published on the Company’s website at its Corporate Governance page at https://www.airtasker.automic.com.au/corporate-governance (Website): • Anti-Bribery and Corruption Policy • Audit and Risk Committee Charter • Board Charter • Board Skills Matrix • Code of Conduct • Constitution • Continuous Disclosure and Communications Policy • Diversity Policy • Nomination and Remuneration Committee Charter • Securities Trading Policy • Whistleblower Policy 2. Compliance Statement Principle 1: Lay solid foundations for management and oversight Recommendation 1.1: A listed entity should have and disclose a board charter setting out: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management. The Board has approved and implemented a Board Charter that formalises the functions and responsibilities of the Board, a copy of which is published on the Website. The Board Charter was reviewed in October 2024 to ensure ongoing alignment with the ASX Principles. On behalf of the shareholders of the Company, the role of the Board is to provide overall strategic guidance and financial management and controls for the Company through effective oversight of management. The Board ensures that the activities of the Company comply with its Constitution, from which the Board derives its authority to act, and with legal and regulatory requirements. The Board is responsible for the overall corporate governance and successful operation of the Company. The Board conducts itself honestly, fairly and diligently, in the best interests of the Company as a whole. The Board also ensures that the Company adopts the highest standards of behaviour and accountability, and complies with all of its contractual, statutory and any other legal or regulatory obligations. The Board Charter articulates the division of responsibilities between the Board and management. In undertaking fulfilment of its role and responsibilities, the Board reserved matters under the Board Charter include: • • • demonstrating leadership; defining the Company's purpose and in conjunction with management setting its strategic objectives and business plans; approving the Company's statement of values and code of conduct to underpin the desired culture within the Company; Airtasker Limited Corporate Governance Statement 2024 Page 3 of 20 • • • • • • • • • • • • • • • • • appointing the Chair (and potentially any deputy Chair); appointing and replacing the Chief Executive Officer (CEO); approving the appointment and replacement of other senior executives of the Company and the Company Secretary; overseeing the management of work, health and safety and environmental compliance and performance; overseeing and evaluating management’s implementation of the Company’s strategic direction, objectives and goals, instilling the Company's values and its performance generally; the prudential control of the Company’s finances and operations, including monitoring its financial performance and approving its operating budgets and major capital expenditure; overseeing the integrity of the Company’s accounting and corporate reporting systems, including the external audit; overseeing the Company’s process for making timely and balanced disclosure of all material information concerning it that a reasonable person would expect to have a material effect on the price or value of the Company’s securities; satisfying itself that the Company has in place an appropriate risk management framework (for both financial and non-financial risks) and setting the risk appetite within which the Board expects management to operate; satisfying itself that an appropriate framework exists for relevant information to be reported by management to the Board; whenever required, challenging management and holding it to account; satisfying itself that the Company's remuneration policies are aligned with the Company's purpose, values, strategic objectives and risk appetite; delegating appropriate powers to executive Directors and senior management to ensure the effective day to day management of the business and monitoring the exercise of these powers; establishing and monitoring executive succession planning; through the Chair, overseeing the role of the Company Secretary; resourcing, reviewing and evaluating executive management; and supervising compliance with the Company's corporate governance policies and monitoring their effectiveness. The day-to-day management of the business is delegated to the CEO and senior management team who have a clear understanding of the areas where a Board approval should be sought. A formal delegations policy has been adopted which clearly sets out the authority of management as delegated by the Board. Under the Constitution, the Board may delegate responsibility to committees to consider certain issues in further detail and then report back to and advise the Board. Standing committees established by the Board will adopt charters setting out the authority, responsibilities, membership and operation of the committee. During the Reporting Period and at the date of this Report there are two standing committees, which are the: • • Audit and Risk Committee; and Nomination and Remuneration Committee. The Company may establish other committees from time to time to consider other matters of significant importance. During the Reporting Period, the Board established a specific purpose subcommittee of two Directors to specifically review material corporate transactions. The Board did not establish any other committees during the Reporting Period. Airtasker Limited Corporate Governance Statement 2024 Page 4 of 20 Subject to prior approval of the Chair, the Board Charter provides that Directors may obtain independent professional advice at the expense of the Company. Recommendation 1.2: A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director. The Company undertakes appropriate checks before appointing a person, or putting forward to shareholders a candidate for election or re-election as a Director. These include checks as to the person’s character, experience, education, criminal record and bankruptcy history, which may be conducted by external consultants assisting in the appointment process. The Company will provide shareholders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a Director. For those Directors standing for election or re-election at an annual general meeting (AGM), this information is provided in the notice of meeting. Information on all Directors’ qualifications and experience can be found in the Directors’ Report in the 2024 Annual Report. During the Reporting Period, Catherine (Cass) O’Connor commenced her appointment as an independent non-executive director on 1 July 2023. Senior executives appointed during the period were subject to the appropriate checks as part of the recruitment process. Recommendation 1.3: A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. Each Director has a written letter of appointment setting out terms of the appointment. New Directors will be provided with a similar letter of appointment setting out their roles and responsibilities and the Company’s expectations of them. Senior executives are subject to written contracts setting out the terms of their appointment. Recommendation 1.4: The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board. The Company Secretary is accountable to the Board, through the Chair, on all matters relating to the proper functioning of the Board. Each Director has a right of access to the Company Secretary at all times. The decision to appoint or remove the Company Secretary is made or approved by the Board. Mahendra Tharmarajah was appointed as Company Secretary by the Board on 28 June 2023 and continued in that role throughout the Reporting Period and to the date of this Statement. The Company Secretary’s details are reported in the Directors’ Report in the 2024 Annual Report. Recommendation 1.5: A listed entity should: (a) have and disclose a diversity policy; (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and (c) disclose in relation to each reporting period: (1) the measurable objectives set for that period to achieve gender diversity; (2) the entity’s progress towards achieving those objectives; and (3) either: (A) the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or (B) if the Airtasker Limited Corporate Governance Statement 2024 Page 5 of 20 entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act. If the entity was in the S&P/ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period. The Company is committed to being an equal opportunity employer and strives to ensure it maintains as diverse a workforce as recruitment and availability allows, acknowledging that recruitment of women in the technology sector is currently challenging for all employers. The Company serves a globally diverse and far-reaching community and believes that bringing together diversity of thoughts, perspectives, experiences and expression is key to making it a leading employer while delivering on its mission. The Company values ‘culture add’, where each person brings a uniqueness through their own background, learnings and experiences that can add to the Company’s cultural tapestry helping to drive its innovation. The Diversity Policy adopted by the Company sets out its commitment to and principles for achieving diversity and inclusion in the workplace. The Board is committed to promoting diversity within the Company and recognises the value of diversity in achieving the Company's corporate objectives and maximising value to shareholders. To this end, the Company aims to promote and implement diversity strategies: • • in its employment practices, to provide diversity in employees' experiences, perspectives, professional skills, gender identity, age, disabilities, sexual orientation, ethnicity, marital or family status, religious beliefs, socio-economic background and cultural background; and across all components of the Company's business practices, including through its education programs, selection programs for consultants, mentoring programs and community and corporate social responsibility initiatives. The objectives of the Diversity Policy are to enable the Company to: • • • • • • • • • • achieve a diverse and skilled workforce, leading to continuous improvement in service delivery and achievement of corporate goals; facilitate equal employment opportunities based on relative ability, performance or potential; improve employment and career development opportunities for women; create a work environment that values and utilises the contributions of employees with diverse backgrounds, experiences and perspectives through improved awareness of the benefits of workforce diversity and successful management of diversity; create an inclusive workplace culture that embraces diversity and that rewards people who act in accordance with the Diversity Policy; achieve an awareness in all staff of their rights and responsibilities with regards to fairness, equity and respect for all aspects of diversity; make more informed and innovative decisions, drawing on the wide range of ideas, experiences, approaches and perspectives that employees from diverse backgrounds, and with differing skill sets, bring to their roles; better represent the diversity of all stakeholders; build a safe work environment by taking action against inappropriate workplace and business behaviour including discrimination, harassment, bullying, victimisation and vilification; and develop flexible work practices to meet the diverse needs of its employees. Airtasker Limited Corporate Governance Statement 2024 Page 6 of 20 The Diversity Policy also enables the Board to: • • set Board-determined realistic measurable objectives for achieving gender diversity (Measurable Objectives); and annually review, assess and report on those Measurable Objectives and the Company's progress in achieving them. The Company’s Diversity Policy is published on the Website and was reviewed during the Reporting Period. The comparative statistics of gender composition within the Company from 30 June 2023 to 30 June 2024 are set out in the table below. Table 1: Gender Composition Female Male Total 1. Whole of Organisation1 2023 2024 No. % No. % 94 45% 86 49% 114 55% 88 51% 208 100% 174 100% Senior Executive2 2023 2024 No. % No. % 8 44% 12 52% 10 56% 11 48% 18 100% 23 100% 2023 No. 2 3 5 Board 2024 % No. 40% 2 60% 3 100% 5 % 40% 60% 100% At the date of this Statement,73 of the Company’s staff are employed by three third-party business process outsource providers, with which the Company has service contracts. The team members are not directly employed by the Company, however, are included in the above assessment as they work exclusively for the Company. 2. Defined as the CEO, his direct reports, being the Executive Leadership Team (ELT), and the ELT’s direct reports, being the Senior Leadership Team (SLT), excluding support roles. During the Reporting Period the Company was a “relevant employer” under the Workplace Gender Equality Act (Act) and reported on the six Gender Equality Indicators defined and published under the Act. In 2022, the Company reviewed and set diversity targets in relation to Board, senior executives and total employees throughout the organisation to be progressed over the 3 years to 30 June 2025 (Target Period). The implementation of these targets and associated action plan is overseen by the Nomination and Remuneration Committee. During the Reporting Period, the Company continued to take active steps to address equity, diversity and inclusion in the workplace. Table 2: Diversity Targets Category % Female Whole of organisation Senior executive1 Board 1. 30 June 2023 45% 44% 40% 30 June 2024 49% 52% 40% Target % 45-55% 40-50% 33-50% Target Date 30 June 2025 30 June 2025 30 June 2023 Defined as the CEO, his direct reports, being the ELT, and the ELT’s direct reports, being the SLT, excluding support roles. A maintenance target of 45%-55% female roles across the whole of organisation was set to align with Australian community standards and target customer demographics. This target was first attained in the financial year ending 30 June 2022 and maintained in the second financial year ending 30 June 2023. During the Reporting Period the whole of organisation female roles at senior executive and Board have continued to increase to the middle of the target range at 49%. The senior executive target of 40%-50% female roles represents a realistic but stretch target over the Target Period which was first achieved during the financial year ending 30 June 2023. During the Reporting Period the senior executive target continued to improve to be above the target range at 52%. Airtasker Limited Corporate Governance Statement 2024 Page 7 of 20 The Company is cognizant of the importance and benefits of diversity in Directors serving on the Board and first achieved its target of at least 33% female Board composition during the financial year ending 30 June 2023. All the diversity targets will be reviewed and reset during the financial year ending 30 June 2025 to ensure they continue to meet the Company’s diversity objectives. Recommendation 1.6: A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period. The Nomination and Remuneration Committee has developed a process for periodically evaluating the performance of the Board, its committees and individual Directors. An evaluation was conducted during the Reporting Period involving the Directors completing a detailed questionnaire assessing performance. Recommendation 1.7: A listed entity should: (a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period. The performance of senior executives is measured against prescribed criteria (Key Performance Indicators) as set by the CEO and approved by the Nomination and Remuneration Committee. In the case of the CEO and the Chief Financial Officer (CFO), Key Performance Indicators are set and measured by the Nomination and Remuneration Committee and the Board. These criteria are set annually and individual performance is assessed annually. Performance assessments were undertaken during the Reporting Period and a final review was completed after the end of the Reporting Period. Targets have been set for the financial year ending 30 June 2025. Principle 2: Structure the Board to be effective and add value Recommendation 2.1: The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively. During the Reporting Period, the Company had a Nomination Committee as part of the Nomination and Remuneration Committee. The Nomination and Remuneration Committee comprised the following three members during the Reporting Period and at the date of this Statement: • • • Pete Hammond (Chair) (non-executive) Ellen (Ellie) Comerford (independent and non-executive) Cass O’Connor (independent and non-executive) Airtasker Limited Corporate Governance Statement 2024 Page 8 of 20 During their tenure, all of the above members have been non-executive Directors, and two are considered to be independent. The Nomination and Remuneration Committee composition met the “majority independent” requirement of Recommendation 2.1 both throughout the Reporting Period and as at the date of this Statement. However, the Chair of the Nomination and Remuneration Committee while a non-executive Director is considered not to be independent. When establishing the Nomination and Remuneration Committee the Board considered Pete Hammond to be the most suitably qualified Board member to fill the role of Chair of the Nomination and Remuneration Committee based on his historic knowledge and experience of the business, the Company’s remuneration framework and market remuneration benchmarks. The Board continues to hold this view and there is no current intention to change this appointment in the foreseeable future. The Nomination and Remuneration Committee Charter is published on the Website and was reviewed during the Reporting Period. The role of the Nomination and Remuneration Committee, as it relates to nomination responsibilities, is to assist the Board with the following: • • • • • • • • • Board succession planning generally; induction and continuing professional development programs for Directors; determining the necessary and desirable competencies of non-executive Directors; the development and implementation of a process for evaluating the performance of the Board, its committees and Directors; the process for recruiting a new Director, including evaluating the balance of skills, knowledge, experience, independence and diversity on the Board and, in the light of this evaluation, preparing a description of the role and capabilities required for a particular appointment; the appointment and re-election of Directors; ensuring there are plans in place to manage the succession of the CEO and other senior executives; to ensure that the Board is of a size and composition conducive to making appropriate decisions, with the benefit of a variety of perspectives and skills and in the best interests of the Company as a whole.; and to monitor actions being taken by the Company to achieve the diversity objectives set by the Board. The experience and qualifications of each committee member is set out in the Directors’ Report in the 2024 Annual Report. Details of the number of meetings held during the Reporting Period by the Nomination and Remuneration Committee, are provided in the Directors’ Report in the 2024 Annual Report. Recommendation 2.2: A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership. The Board regularly reviews the composition of the Board, considering the number, skills and knowledge mix of the Directors to ensure the Board can address existing and emerging business and governance issues relevant to the Company. Airtasker Limited Corporate Governance Statement 2024 Page 9 of 20 The Board has developed a Board Skills Matrix setting out the mix of skills, expertise, experience and diversity that the Board currently has and to identify any potential gaps in the skills and experience of the Board. A copy of the Board skills matrix is published on the Website. The skills matrix focuses on four