Angel Seafood : Corporate Governance Statement

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ANGEL SEAFOOD HOLDINGS LTD

ACN 615 035 366

CORPORATE GOVERNANCE STATEMENT

This Corporate Governance Statement is current as at 28 February 2022 and has been approved by the Board of Angel Seafood Holdings Ltd (Company) on that date. This Corporate Governance Statement accompanies the Annual Report of the Company for the financial year ended 31 December 2021 (FY21) which is available at on the Company's website at www.angelseafood.com.au/investors.

This Corporate Governance Statement discloses the extent to which the Company follows the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations - 4th Edition (Recommendations).

The Company adopted a Corporate Governance Plan which provides the written terms of reference for the Company's corporate governance duties and approach to corporate governance. The Corporate Governance Plan is available on the Company's website at www.angelseafood.com.au/investors.

RECOMMENDATIONS (4TH EDITION)		COMPLY	EXPLANATION
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1			The Company has adopted a Board Charter that sets out the specific
(a)	A listed entity should have and disclose a board		YES	roles and responsibilities of the Board, the Chair and management
	charter which sets out the respective roles and			and includes a description of those matters expressly reserved to the
	responsibilities of the Board, the Chair and			Board and those delegated to management.
	management, and includes a description of those			The Board Charter sets out the specific responsibilities of the Board,
	matters expressly reserved to the Board and those			requirements as to the Board's composition, the roles and
	delegated to management.			responsibilities of the Chairman and Company Secretary, the
				establishment, operation and management of Board Committees,
				Directors' access to Company records and information, details of the
				Board's relationship with management, details of the Board's
				performance review and details of the Board's disclosure policy.
				A copy of the Company's Board Charter, which is part of the
				Company's Corporate Governance Plan, is available on the
				Company's website.

Angel Seafood Holdings Ltd: FY21 Corporate Governance Statement

1

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	RECOMMENDATIONS (4TH EDITION)	COMPLY			EXPLANATION
	Recommendation 1.2				(a)	The Company has guidelines for the appointment and
	A listed entity should:		YES			selection of the Board and senior executives in its Corporate
	(a)	undertake appropriate checks before appointing a					Governance Plan. The Company's Nomination Committee
					Charter (in the Company's Corporate Governance Plan)
		director or senior executive or putting someone
						requires the Nomination Committee (or, in its absence, the
		forward for election as a Director; and
						Board) to ensure appropriate checks (including checks in
	(a)	provide security holders with all material information
					respect of character, experience, education, criminal record
		in its possession relevant to a decision on whether or					and bankruptcy history (as appropriate)) are undertaken
		not to elect or re-elect a Director.					before appointing a person, or putting forward to security
							holders a candidate for election, as a Director. In the event of
							an unsatisfactory check, a Director is required to submit their
							resignation.
							These detailed checks were undertaken as part of the due
							diligence process before appointment of current Directors at
							the time of initial ASX listing.
							The whole Board is currently undertaking the responsibilities of
							the Nomination Committee (see also section 2.1 below),
							including in relation to considering candidates for re-election
							at each Annual General Meeting.
						(b)	Under the Nomination Committee Charter, all material
							information relevant to a decision on whether or not to elect
							or re-elect a Director must be provided to security holders in
							the Notice of Meeting containing the resolution to elect or re-
							elect a Director. The required information was included in the
							Notice of Meeting for the 2021 Annual General Meeting and
							will be included in the Notice for the 2022 Annual General
							Meeting.
	Recommendation 1.3				The Company's Nomination Committee Charter requires the
	A listed entity should have a written agreement with each		YES		Nomination Committee (or, in its absence, the Board) to ensure that
	Director and senior executive setting out the terms of their				each Director and senior executive is personally a party to a written
	appointment.				agreement with the Company which sets out the terms of that
				Director's or senior executive's appointment.
						The Company has written agreements with each of its Directors and
						senior executives. Key terms of these agreements are disclosed in the
						Remuneration Report in the FY21 Annual Report.

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RECOMMENDATIONS (4TH EDITION)

COMPLY

EXPLANATION

Recommendation 1.4

The Board Charter outlines the roles, responsibility and accountability

The Company Secretary of a listed entity should be

YES

of the Company Secretary. In accordance with this, the Company

accountable directly to the Board, through the Chair, on all

Secretary is accountable directly to the Board, through the Chair, on

matters to do with the proper functioning of the Board.

all matters to do with the proper functioning of the Board.

Recommendation 1.5

(a)

The Company has adopted a Diversity Policy which provides

A listed entity should:

PARTIALLY

a framework for the Company

to establish, achieve and

(a)

have and disclose a diversity policy;

measure diversity objectives, including in respect of gender

diversity. The Diversity Policy is available, as part of the

(b)

through its board or a committee of the board set

Corporate Governance Plan, on the Company's website.

measurable objectives for achieving gender diversity

The Diversity Policy allows the Board to set measurable gender

in the composition of its board, senior executives and

diversity objectives,

if considered appropriate,

and to

workforce generally; and

continually monitor both the objectives if any have been set

(c)

disclose in relation to each reporting period:

and the Company's progress in achieving them.

(i)

the measurable objectives set for that period

(b)

The Board does not presently intend to set measurable

to achieve gender diversity;

gender diversity objectives because:

(ii)

the

entity's progress

towards achieving

(i) the Company is in the early stage of its growth and the

those objectives; and

establishment now of fixed gender targets would

(iii)

either:

introduce rigidity and complication to the process of

(A)

the respective proportions of men

identifying appointees based on skill and merit; and

and women on the Board, in senior

(ii) historically the industry has not attracted a significant

executive positions and across the

proportion of women, so the Board wants to firstly analyse

whole workforce (including how the

and monitor the female participation rate, and second,

entity

has

defined

"senior

understand the drivers for increased female

executive" for these purposes); or

representation at various levels of seniority before

(B)

if the entity is a "relevant employer"

committing to measurable objectives for gender diversity.

under

the

Workplace

Gender

The need for measurable objectives is reviewed annually to

Equality Act, the entity's most

take into account the Company's growth, the historical

recent

"Gender

Equality

gender mix, and changes in community and industry

Indicators", as defined in the

perceptions.

Workplace Gender Equality Act.

(iii) the respective proportions of men and women in the

If the

entity

was

in

the S&P / ASX

300

Index

at the

Company as at 31 December 2021 were as follows:.

commencement of

the

reporting period,

the measurable

Male

Female

Total no.

objective for achieving gender diversity in the composition of

Non-executive Directors

100%

0%

2

its board should be to have not less than 30% of its directors of

Senior Executives

100%

0%

2

each gender within a specified period.

Other Staff

72%

28%

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RECOMMENDATIONS (4TH EDITION)

COMPLY

EXPLANATION

For the purposes of the table above, 'Senior Executives' is defined as

and the CEO, who is also an executive director, and the Chief

Financial Officer (CFO), who were listed as key management

personnel (KMP) in the FY21 annual financial report.

The Company is not a "relevant employer" under the Workplace

Gender Equality Act because it has fewer than 100 employees.

Recommendation 1.6

(a)

The Company's Remuneration and Nomination Committee

A listed entity should:

YES

(or, in its absence, the Board) is responsible for evaluating the

(a)

have and

disclose

a

process

for

periodically

performance of

the Board, its committees

and individual

Directors on an annual basis. It may do so with the aid of an

evaluating the performance

of

the

Board,

its

independent advisor. The process for this is set out in the

committees and individual Directors; and

Company's Corporate Governance Plan, which is available

(b)

disclose for

each

reporting

period

whether

a

on the Company's website.

performance

been undertaken

in

evaluation

has

(b)

The Company's Corporate Governance Plan requires the

accordance with that process during or in respect of

Company to

disclose whether or not

performance

that period.

evaluations were conducted during the relevant reporting

period. The Company intends to complete performance

evaluations in respect of the Board, its committees (if any)

and individual Directors for each financial year in

accordance with the above process.

Since ASX listing, a continuous improvement process has been

undertaken and changes to process have been

implemented as a result of regular informal evaluations of

learnings to date, forward work plans, effectiveness and

performance.

The Board considered performance of the Non-executive

Directors in FY21. The Chairman and Board consider

performance of individual non-executive Directors as part of

the process for determining recommendations to

shareholders for Director re-elections at each Annual General

Meeting. Formal performance evaluations of the CEO, who is

an executive Director, are conducted by the Chairman and

reviewed by the Board annually. The latest review occurred in

February 2022.

RECOMMENDATIONS (4TH EDITION)

COMPLY

EXPLANATION

Recommendation 1.7

(a)

The Company's Remuneration and Nomination Committee

A listed entity should:

YES

(or, in its absence, the Board) is responsible for evaluating the

only

(a)

have

and disclose

a process

for evaluating the

performance and remuneration of the Company's senior

executives on an annual basis. A senior executive, for these

performance of its senior executives at least once

purposes, means KMP (as defined in the Corporations Act)

every reporting period; and

other than a non-executive Director.

(b)

disclose for

each

reporting

period whether

a

The applicable processes for these evaluations can be found

performance

evaluation has been undertaken

in

in the Company's Corporate

Governance Plan, which is

accordance with that process during or in respect of

available on the Company's website.

that period.

(b)

The Company's Corporate Governance Plan requires the

Company to disclose whether or not performance

evaluations were conducted during the relevant reporting

use

period. Performance evaluations for the CEO and CFO in

respect of FY21 performance were conducted in February

2021 and February 2022, with reference to agreed

performance objectives.

Further details, including

remuneration outcomes linked to performance, are

contained in the Remuneration Report section of the

Directors' Report in the FY21 Annual Report.

Principle 2: Structure the Board to be effective and add value

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Recommendation 2.1

(a)

The Company does not have a Nomination Committee. The

The Board of a listed entity should:

PARTIALLY

Company's Remuneration and Nomination Committee

Charter provides for the creation of a Nomination Committee

(a)

have a nomination committee which:

(if it is considered it will benefit the Company), with at least

(i)

has at least three members, a majority of

three members, a majority of whom are independent

whom are independent Directors; and

Directors, and which must be chaired by an independent

(ii)

is chaired by an independent Director,

Director.

and disclose:

A copy of the Remuneration and Nomination Commiittee

(iii)

the charter of the committee;

Charter is available in the Corporate Governance Plan on the

(iv)

the members of the committee; and

Company's website.

(v)

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