Corporate governance

Corporate governance statement

Corporate governance is the system of rules and practices by which a company is controlled and conducted. Heartland's corporate governance frameworks have been approved by the Board of Directors of Heartland (the Board). This corporate governance statement outlines the role of the Board and each Board Committee, and sets out the Codes of Conduct with which all Heartland directors and employees are required to comply.

About the Board

The Board is elected by Heartland's shareholders to direct and supervise the management of Heartland. The Board establishes Heartland's objectives, strategies and overall policy framework within which the business is conducted.

The day to day management of Heartland is delegated to the Chief Executive Officer. The Board monitors and reviews management's performance in carrying out this delegation.

The Board undertakes a regular review of its own, its committees' and individual Directors' performance. This is to ensure that it has the right composition and appropriate skills, qualifications, experience and background to effectively govern Heartland and monitor Heartland's performance in the interests of its shareholders.

Board Committees

The Board has the following permanently constituted committees. Each committee assists the Board by working with management in its specific areas of responsibility and then reporting its findings and recommendations to the Board. Other ad hoc Board committees are established for specific purposes from time to time.

Board Audit & Risk Committee

The role of the Board Audit & Risk Committee is to advise and provide assurance to the Board in respect of:

• the integrity of financial control, financial management and external financial reporting
• the internal audit function
• the independent audit process
• the formulation of its risk appetite
• material, emerging and strategic risks relevant to Heartland Group Holdings Limited and its subsidiaries having been appropriately identified, managed and reported to the Board

in order to enable the Board to discharge its responsibilities in relation to the oversight of those matters.

Sustainability Committee

The purpose of the Sustainability Committee is to advise and provide assurance to the Board in order to enable the Board to discharge its responsibilities in relation to:

• setting and reviewing progress against Heartland Group's sustainability strategy (covering environmental, social and economic wellbeing factors) - including undertaking an initial materiality analysis process;
• Heartland Group's annual sustainability disclosures;
• the oversight of Heartland Group's implementation of the climate-related risks (and opportunities) disclosure regime; and
• advocacy for sustainability issues, including consideration of whether the appropriate skills and competencies exist across Heartland.

Code of Conduct

Heartland is committed to acting with integrity and requires Directors and staff to act based on the highest standards of ethical and professional conduct.