APM Human Services International : Updated Corporate Governance Statement

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1. undertake appropriate checks before appointing a director or senior executive or putting someone forward for election, as a director; and
2. 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.

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 each gender within a specified period.

Clause 4(a) of the Remuneration and Nomination Committee (RNC) Charter notes that in considering any appointment to the Board or any appointment of directors or executives, the Board will undertake appropriate checks (including as to the person's character, experience, education, criminal record and bankruptcy history).

Clause 6(a)(v) of the Board Charter also notes that the Board will ensure that the Company provides shareholders all information to enable shareholders to make an informed decision on the election or re-election of a director.

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Recommendation 1.3

A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.

The Company complies with this recommendation.

Clause 6(e) of the Board Charter notes that new directors are to be provided with a formal letter of appointment to the Board setting out key terms and conditions of the appointment. The Company currently does have with respect of the existing investors and in respect of all future directors will have a written agreement with each director and senior executive setting out the terms of their appointment.

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Recommendation 1.5

A listed entity should:

1. have and disclose a diversity policy;
2. 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
3. disclose in relation to each reporting period:
4. 1. the measurable objectives set for that period to achieve gender diversity;

The Company complies with this recommendation.

The Company has a Diversity Policy which applies to the employees and officers of the Company and subsidiaries. Clause 3 of the Diversity Policy provides that the Board is responsible for setting measurable objectives to promote gender diversity and the Company's progress in achieving them. The Diversity Policy's effectiveness is measured at least annually.

The Diversity Policy is disclosed on the Company's website: https://www.apminvestors.net.au/.

Clause 3 of the Diversity Policy provides that the objectives set for a reporting period and the progress towards achievement of those objectives will be disclosed annually in the Company's annual report. This includes disclosure of the respective proportions of men and women on the board, in senior executive positions and across the whole workforce of the Company (including how the entity has defined "senior executive" for these purposes) or the Company's Gender Equality Indicators, as defined in the Workplace Gender Equality Act.

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1. the entity's progress towards achieving those objectives, and
2. either:
3. 1. 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
   2. if the 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 finalising its measurable objectives for achieving gender diversity composition of the Board, senior executives and workforce generally. The Company recognises that the measurable objectives for achieving gender diversity in the composition of the Board should not be less than 30% of its directors of each gender within a specified period, consistent with Recommendation 1.5.

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Recommendation 1.6

A listed entity should:

1. have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and
2. 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 Company complies with this recommendation.

Clause 7(a) of the Board Charter provides that the Board will regularly carry out a formal review of its performance, its committees and each director and that the Board will disclose in relation to each reporting period whether a performance evaluation was undertaken.

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Recommendation 1.7

A listed entity should:

1. have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and
2. 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 Company complies with this recommendation.

Clause 7(b) of the Board Charter provides that the Board will regularly carry out a formal review of the performance of the Chief Executive Officer and any Senior Management against guidelines approved by the Board.

Clause 7(b) of the Board Charter further notes that the Company will disclose its annual report whether such a performance evaluation has been undertaken during or in respect of that period.

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Principle 2 - Structure the board to add value

The board of a listed entity should be of an appropriate size and collectively have the skills, commitment and knowledge of the entity and the industry in which it operates, to enable it to discharge its duties effectively and to add value.

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Recommendation 2.1

The board of a listed entity should:

1. have a nomination committee which:
2. 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

The Company has adopted a RNC Charter. Clause 2 of the RNC Charter notes that, to the extent practicable given the size and composition of the Board from time to time, the RNC will comprise of at least three members, a majority of whom are independent directors. In addition, the chair of the RNC is to be an independent director.

The Company partially complies with this recommendation. As at the date of this Corporate Governance Statement, the RNC is comprised of one independent non-executive director, being Neville Power, and two non-executive directors, being Timothy P. Sullivan and Elizabeth Q. Betten. The chair of the RNC is Timothy P. Sullivan, a non-executive director. The Board considers that having less than a majority of the members which are considered independent and not having an independent director as the chair of the RNC will not impede the ability of the RNC to undertake its role effectively.

The RNC Charter and the members of the RNC are disclosed on the Company's website: https://www.apminvestors.net.au/.

The Company will, at the end of each reporting period, disclose in its annual report the number of times the committee met throughout the period and the individual attendances of the members at those meetings is to be disclosed.

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