Corporate Governance Statement 2016

This statement provides an outline of the corporate governance framework for Nine Entertainment Co. Holdings Limited (Nine or the Company) for the year to 30 June 2016 (Reporting Period), demonstrating the extent to which Nine has complied with the ASX's Corporate Governance Council's Corporate Governance Principles and Recommendations (3rd edition). This statement was approved by the Board on 25 August 2016.

  1. Board and Management
    1. Role of the Board

      The role and responsibilities of Nine's Board, as set out in the Board Charter (a copy of which is available on Nine's website) include:

      1. approving Nine's strategies, budgets and business plans;

      2. approving Nine's annual report including the financial statements, directors' report, remuneration report and this corporate governance statement;

      3. approving major borrowing and debt arrangements, the acquisition, establishment, disposal or cessation of any significant business of the company, any significant capital expenditure and the issue of any shares, options, equity instruments or other securities in Nine;

      4. assessing performance against strategies to monitor both the performance of the Chief Executive Officer and other executives as determined from time to time by the Nomination and Remuneration Committee;

      5. ensuring that Nine acts legally and responsibly on all matters and that the highest ethical standards are maintained;

      6. maintaining a constructive and ongoing relationship with the Australian Securities Exchange and regulators, and approving policies regarding disclosure and communications with the market and Nine's shareholders; and

      7. monitoring and approving changes to internal governance including delegated authorities, and monitoring resources available to senior management.

      8. Further, with the guidance of the Board's Nomination and Remuneration Committee, the Board is responsible for:

        1. evaluating and approving the remuneration packages of the Chief Executive Officer and other members of senior management;

        2. monitoring compliance with the Non-Executive Director remuneration pool and recommending any changes to the pool;

        3. administering short- and long-term incentive plans and engaging external remuneration consultants, as appropriate;

        4. appointing, evaluating or removing the Chief Executive Officer, and approving appointments or removal of all other members of senior management;

        5. regularly assessing the independence of all Directors;

        6. reviewing succession planning for Directors and senior management; and

        7. monitoring the mix of skills, experience, expertise and diversity on the Board and, when necessary, appointing new Directors, for approval by shareholders.

        With the guidance of the Audit & Risk Committee, the Board is also ultimately responsible for:

        1. preparing and presenting Nine's financial statements and reports;

        2. overseeing Nine's financial reporting, including reviewing the suitability of Nine's accounting policies and principles and how they are applied, and ensuring they are used in accordance with the statutory financial reporting framework;

        3. assessing information from external auditors to ensure the quality of financial reports;

        4. overseeing Nine's financial controls and systems;

        5. reviewing, monitoring and approving Nine's risk management policies, procedures and systems; and

        6. managing audit arrangements and auditor independence.

      9. Delegation to Management

        The responsibility for the operation and administration of the Group is delegated, by the Board, to the Chief Executive Officer and senior management within levels of authority specified by the Board from time to time. The Board ensures that this team is appropriately qualified and experienced to discharge its responsibilities and has in place procedures to assess the performance of the senior management team.

        The Chief Executive Officer's role includes:

        1. responsibility for the effective leadership of the management team;

        2. the development of strategic objectives for the business; and

        3. the day-to-day management of Nine's operations.

        4. The Chief Executive Officer may delegate aspects of his authority and power but remains accountable to the Board for Nine's performance and is required to report regularly to the Board on the conduct and performance of Nine's business units.

        5. Board composition

          The Board consisted of a majority of independent directors during the Reporting Period, except in the period from 9 November to 11 November 2015. During that period, the Board consisted of 4 non-independent directors and 3 independent directors.

          At all times during the Reporting Period, the Chairman was an independent director and not the same person as the Chief Executive Officer.

          During the Reporting Period, the Board and its committees consisted of the following individuals:

          Name Tenure Independent Committee membership

          Peter Costello From 6 February 2013 Yes Chair of the Audit & Risk Committee from 9 November 2015 to 1 March 2016

          Member of the Nomination & Remuneration Committee since 1 March 2016

          Hugh Marks From 6 February 2013 No (since 10 November 2015) Chair of the Audit & Risk Committee from

          1 July 2015 to 9 November 2015

          Elizabeth Gaines From 1 March 2016 Yes Chair of the Audit & Risk Committee from 1 March 2016

          David Gyngell From 25 November 2010 No (former Chief Executive Officer) None

          Holly Kramer From 6 May 2015 Yes Chair of the Nomination & Remuneration Committee

          Member of the Audit & Risk Committee since 1 March 2016

          Catherine West From 9 May 2016 Yes Member of the Audit & Risk Committee since 9 May 2016

          David Haslingden

          From 6 February 2013

          to 1 March 2016

          Yes Member of the Audit & Risk Committee and Nomination & Remuneration Committee from 1 July 2015 to 1 March 2016

          Kevin Crowe Jr 6 February 2013 to

          13 November 2015

          Steve Martinez 6 February 2013 to

          9 May 2016

          Yes (from 11 November 2015) Member of the Audit & Risk Committee

          from 1 July 2015 to 13 November 2015

          Yes (from 11 November 2015) Member of the Audit & Risk Committee

          from 13 November 2015 to 9 May 2016

          Member of the Nomination & Remuneration Committee from 1 July 2015 to 9 May 2016

          Details of directors' skills, experience and expertise and their attendances at Board and Committee meetings are contained in the Annual Report.

        6. Company Secretary

          The Board appoints and removes the Company Secretary. All Directors have direct access to the Company Secretary who supports the effectiveness of the Board by monitoring that Board policy and procedures are followed, and co-ordinates the completion and despatch of Board agendas and papers. The Company Secretary is accountable to the Board through the Chairman, on all corporate governance matters.

        7. Board appointment and reviews
          1. Board appointment and induction

            The process for nomination of new directors is managed by the Nomination & Remuneration Committee. Where a vacancy is to be filled, that Committee considers the skills and expertise which it would be beneficial to add to the Board, then identifies suitable candidates (using an external search adviser if necessary). A process involving interviews and thorough checks on the candidate's background, references and qualifications is then undertaken, before a candidate is proposed to the Board for approval.

            When directors are proposed to shareholders for election or re-election, detailed information about the director, their professional background and areas of expertise are provided to shareholders, so that the shareholders have all material information relevant to a decision whether or not to elect or re-elect that director.

            All Directors are issued with a letter of appointment that sets out the key terms of their appointment and the Company's expectations regarding involvement with the Company. The Company provides briefings to new Directors on the Company's business and strategy and their roles and responsibilities and access to previous board papers, as part of the induction.

            Directors may meet with the Company's auditors to receive a detailed briefing on the Company's financial reporting and audit issues. Directors also undertake site tours where possible, as a way of familiarising themselves with the Company's operations.

            All directors are expected and encouraged to engage in professional development activities to develop and maintain the skills and knowledge needed to perform their roles as directors. In addition, ongoing engagement with senior management across the business provides the Directors with development of their knowledge of industry issues.

            Directors may obtain independent professional advice at Nine's expense on matters arising in the course of their Board and committee duties, after obtaining the Chairman's approval. The other Directors must be advised if the Chairman's approval

            is withheld.

          2. Remuneration

            The Remuneration Report, contained in Nine's Annual Report, sets out Nine's policies and practices regarding the remuneration of non-executive directors, executive directors and other senior management of the group. It also provides details of the remuneration paid to directors and certain other senior management of Nine in the Reporting Period.

            Nine has a written employment agreement with each senior executive, setting out the terms on which she or he is engaged by the Company, including the components of fixed and variable or at risk remuneration payable to the senior executive.

          3. Board skills matrix

          4. The Board has adopted a skills matrix which is used, together with a consideration of the diversity present among the Board, in assessing the composition of the Board from time to time. The skills identified are:

            General business expertise Gained in a substantial business, as a senior executive or director

            Legal Experience practising as a lawyer in a relevant field or exposure to legal issues relevant to Nine's business

            Strategy Developing and implementing the strategic direction of an organisation

            Managing Risk Developing, implementing and overseeing risk management policies and procedures for a substantial organisation

            Managing People & Change Expertise in human resource management, particularly through periods of change in a business or industry

            Financial Markets Expertise in debt and capital markets

            Media Industry Working in or with the media industry in a significant capacity

            Digital/New Media Working in or with digital/online businesses and emerging forms of media and technology Direct to consumer Working in or with businesses that are consumer facing

            Political/regulatory Managing and influencing the political and regulatory environment

            ASX Governance Knowledge of the corporate governance and regulatory framework that applies to an ASX listed company

            The Board considers that the current members, taken as a whole, satisfy the mix of skills identified in the skills matrix, as a majority of directors have a high level of expertise across each of the skills identified in the skills matrix. The Board also demonstrates diversity in terms of gender and international work experience.

          Nine Entertainment Co. Holdings Ltd. published this content on 24 August 2016 and is solely responsible for the information contained herein.
          Distributed by Public, unedited and unaltered, on 24 August 2016 23:14:04 UTC.

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