Corporate Governance Statement

The Board of Directors is responsible for setting the strategic direction of Computershare and ensuring it is properly managed and continuously improves its performance so as to protect and enhance shareholders’ interests. The Board keeps its own processes under review and aims to achieve global best practice in matters of corporate governance. To assist in the execution of its responsibilities, the Board has established a number of Board Committees and a framework for the management of the Company.

The Board
The Company presently has three non-executive directors, which includes the chairman, and three executive directors, ensuring independence and objectivity. Details of each present member of the Board and their shareholdings are disclosed in the Directors’ Report.

Board Committees
The Board has created a number of committees including an Audit Committee, Nominations Committee and a Remuneration Committee. It is the board’s policy that committees of the Board dealing with corporate governance matters should be chaired by a non-executive director and have at least a majority of the members being non-executive directors. Any director or committee of the Board is entitled to obtain independent professional or other advice at the cost of the Company, unless the Board determines otherwise, and is entitled to obtain such resources and information from the Company, including direct access to employees of and advisers to the Company, as they may require.

Audit Committee
The principal functions of the Audit Committee include reviewing and making recommendations to the Board and assisting it in the discharge of its responsibilities in respect of compliance with statutory responsibilities relating to accounting policy and disclosure. It is responsible for assessing the adequacy of accounting, financial and operating controls, reviewing the performance of the external auditors and examining their evaluation of internal controls and management’s response.

The audit committee is chaired by Tony Wales and has two other members: Sandy Murdoch and Peter Griffin. The managing director and the external auditors are invited to Audit Committee meetings at the discretion of the committee. The committee meets twice each year and on other occasions where circumstances require.

Nomination Committee
The composition of the Board is reviewed annually by the Nominations Committee to ensure that the Board has the appropriate expertise and experience. When a vacancy exists or where it is considered that the Board would benefit from the services of a new director with particular skills the committee selects a panel of candidates. The Board then appoints the most suitable candidate who must stand for election at the general meeting of shareholders. The Nominations Committee is chaired by Sandy Murdoch and has two other members, being Peter Griffin and Tony Wales.

Remuneration Committee
The Board has a Sub Committee comprised of non-executive directors Sandy Murdoch, Peter Griffin and Tony Wales.

The senior executive management of the Company, comprising the founders and major shareholders, have specifically expressed the view that their remuneration should take some account of the significant equity holding they have in the Company. With this background, the sub committee has allowed remuneration for the personnel to be retained at a rate below market level and at a level that does not fully recognise their significant contribution to the Company.

As a policy, the Company seeks to remunerate staff in line with market conditions and reflective of their contribution. The Board is very keen to have as many employees as possible with an equity holding in the Company. Many staff have been granted options over shares in the Company at various stages and the Board is keen to see the practice continue. It closely links the employees’ success with the company’s success.

The directors believe that a significant contributing factor in the success of the Company is the wide shareholding of staff facilitated by the option plan.

Market Disclosure Policy
The Company has a market disclosure policy. The primary objective of the policy is to ensure that price sensitive information is communicated to the investment community in a uniform manner and that material information is not disclosed inadvertently. Darryl Corney has been appointed the disclosure officer and is required to collate and, where appropriate, disclose share price sensitive information.