CORPORATE GOVERNANCE STATEMENT The Board is responsible for establishing the corporate governance framework of the Group having regard to the ASX Corporate Governance  Council (CGC) published guidelines as well as its corporate governance principles and recommendations. The Board guides and monitors the  business and affairs of the Company on behalf of the shareholders by whom they are elected and to whom they are accountable.  The table below summarises the Company’s compliance with the CGC’s recommendations as at the date of this report. Recommendation Comply Yes / No Reference /  Explanation ASX Listing Rule  (LR) /CGC  Recommendation Principle 1 - Lay solid foundations for management and oversight 1.1 Companies should establish the functions  reserved to the Board and those delegated  to senior executives and disclose  those functions. Yes Page 42 ASX CGC 1.1 1.2 Companies should disclose the process  for evaluating the performance of  senior executives. Yes Refer to remuneration  report ASX CGC 1.2 1.3 Companies should provide the information  indicated in the guide to reporting on  Principle 1. Yes - ASX CGC 1.3 Principle 2 - Structure the Board to add value 2.1 A majority of the Board should be  independent Directors. No (50/50) Page 42 ASX CGC 2.1 2.2 The chair should be an independent Director. Yes Page 42 ASX CGC LR 2.2 2.3 The roles of chair and chief executive  officer (CEO) should not be exercised by the  same individual. Yes Page 42 ASX CGC 2.3 2.4 The Board should establish a Nomination  Committee.  Yes Page 45 ASX CGC 2.4 2.5 Companies should disclose the process for  evaluating the performance of the Board, its  committees and individual Directors. Yes Page 44 ASX CGC 2.5 2.6 Companies should provide the information  indicated in the guide to reporting on  Principle 2. Yes - ASX CGC 2.6 Principle 3 - Promote ethical and responsible decision-making 3.1 Companies should establish a code of conduct  and disclose the code or a summary of the  code as to:   The practices necessary to maintain  confidence in the Company’s integrity;  The practices necessary to take into  account their legal obligations and  the reasonable expectations of their  stakeholders; and  The responsibility and accountability of  individuals for reporting and investigating  reports of unethical practices. Yes Website ASX CGC 3.1 38 Australian Agricultural Company Limited