Bell Financial : BFG 2021 Corporate Governance Statement and Appendix 4G

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This Corporate Governance Statement has been approved by the Board of Bell Financial Group Ltd (ACN 083 194 763) (ASX:BFG) (Bell Financial Group) and is current as at 31 January 2022. It outlines the key corporate governance practices of Bell Financial Group during the reporting period from 1 January 2021 to 31 December 2021.

Bell Financial Group recognises the importance of good corporate governance. The ASX Corporate Governance Council (Council) Principles and Recommendations (Recommendations) set out recommended corporate governance practices for listed entities. While the Recommendations are designed to achieve good corporate governance outcomes, the Council recognises that different entities may legitimately adopt different corporate governance practices based on a range of factors, including their size and complexity. The Recommendations are therefore not mandatory, however where the board of a listed entity does not follow a particular Recommendation, it must explain why - the "if not, why not" approach.

Bell Financial Group adopted the majority of the Recommendations during the reporting period. Where a Recommendation was not followed for any part of the reporting period, the reasons for this are stated below together with any alternative governance practices adopted.

Board members

The directors of Bell Financial Group during the reporting period were:

1. Mr Coleman retired on 17 February 2021.

Composition of the Board

The skills, experience and expertise of each director is described in the Directors' Report section of the Annual Report. Each director possesses significant financial acumen and has extensive experience in financial markets and financial services. The following table summarises the key skills and experience of the directors during the reporting period (including Mr Coleman):

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Chairman

Mr Provan is the Executive Chairman of Bell Financial Group and he is responsible for the day-to-day management of all businesses within the Group. The Chairman of the Board is not an independent director and he is currently performing the roles of both Executive Chairman and Managing Director. This represents a departure from the Recommendations. The Board considers that this is in the best interests of Bell Financial Group given the depth and breadth of Mr Provan's experience, expertise and understanding of the business.

Directors' independence

A director is considered independent if their interests are not allied with the interests of management, they are not a substantial shareholder, and they are free of any business or other relationship that could materially influence, or reasonably be perceived to materially influence, the independent exercise of their judgement. The Board Charter contains the principles used by the Board in assessing independence and is located at www.bellfg.com.au/#corporate-governance.

During the reporting period the Board had a majority of independent directors until 17 February 2021 and thereafter had an equal number of independent and non-independent directors. This is a departure from the Recommendation that a majority of the Board should be independent directors. The Board had a majority of non-executive directors throughout the reporting period. The Board considers that it is able to make decisions acting in the best interests of Bell Financial Group without bias towards management or any other person or group with whom a non-independent director may be associated.

Independent professional advice

Directors are, after consultation with the Chairman, able to seek independent professional advice at Bell Financial Group's expense. Where appropriate, that advice will be made available to the Board.

Director education

Bell Financial Group has a process to educate new directors about the nature of the business, current issues, corporate strategy and the expectations of Bell Financial Group concerning the performance of directors. Directors also have the opportunity to meet with management to gain a better understanding of Bell Financial Group's business and operations. Directors are given access to continuing education opportunities to update and enhance their skills and knowledge.

BOARD RESPONSIBILITIES

The Board is responsible for the overall corporate governance of Bell Financial Group, which includes effective oversight of management. The Board has adopted a Board Charter which contains a description of the specific responsibilities reserved to the Board and those reserved to management. The Board Charter also describes the nature of matters delegated to senior executives and includes a description of the roles of the Executive Chairman and the Managing Director. This description is designed to clearly identify the division of responsibility at the senior executive level of Bell Financial Group. The Managing Director has authority to delegate to the senior executive team. As noted above, Mr Provan is currently performing the roles of both Executive Chairman and Managing Director.

The Board is responsible for monitoring the senior executive team's performance. A performance evaluation for senior executives was carried out by the Executive Chairman during the reporting period.

BOARD COMMITTEES

The Board Charter contemplates that the Board may delegate certain functions to Board committees to assist the Board in the discharge of its oversight role. A committee is required to consider particular issues in detail and then report back to and advise the Board. The Board has one standing committee, the functions of which are discussed below.