Adbri : 2021 Corporate Governance Statement

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Overview of Corporate Governance

onlyAt Adbri, our purpose is to Build a Better Australia. It is how we contribute and create value for our investors and our communities.

Introduction

This Corporate Governance Statement is made by Adbri Limited ABN 15 007 596 018 in accordance with ASX Listing Rule 4.10.3.

We recognise that acting with integrity and having effective governance is key to our ability to continue to deliver on our purpose,

useto Build a Better Australia, and our promise of b ing Always Ready.

Adbri is committed to continuously improving our governance practices and ensuring that they are aligned with o r purpose, our promise, our pillars and o r strategy.

personalThe Company's corporate governance arrangements give life to our key values:

- we act with fairness, honesty and integrity;

- we provide a safe and healthy work environment for all employees;

- we are aware of and abide by laws and regulations;

- we maintain the highest standards of professional behaviour;

- we identify and manage conflicts of interest responsibly; and

- we strive to be a good corporate citizen and to achieve community respect (by individually and collectively contributing to the well-being of shareholders, customers, the economy and the community).

For

2022 Adbri Corporate Governance Statement

The Board believes that our corporate governance framework fosters these values and contributes to the long term success of the Company. These values underpin our purpose of Building a Better Australia.

This Corporate Governance Statement provides an outline of the main corporate governance practices that the Company had in place during the past financial year.

The Board believes that the Company's policies and practices are consistent with good corporate governance practice in Australia appropriate for the circumstances of the Company, including the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations (4th Edition) (ASX Principles). Throughout the 2021 financial year, the Company has followed all of the recommendations contained in the ASX Principles, except where otherwise explained below.

The Board continually reviews the Company's governance policies and practices to ensure that they remain appropriate in light of changes in corporate governance expectations and developments, including as reflected in the 4th Edition of the ASX Principles.

This Corporate Governance Statement is current as at 31 December 2021 and has been approved by the Board of Directors.

1.2 The Board is structured to add value

Board keeps informed of regulatory and industry developments to challenge status quo and strengthen knowledge base

• Directors expected to participate in ongoing education/development.
• Board and individual Directors attend at operational sites (where practicable), meet staff in operations and receive presentations from management across the Group's operations.
• Program in place for regular director education sessions covering a broad range of relevant topics.
• Directors keep themselves informed and up to date, of their own initiative, with general developments relevant to the role of a Non-executive Director in a significant ASX listed company.
    View section 1.2.4

The Board is structured to add value and Board decision-making is enhanced through education and support

• Broad mix of skills, diversity and experience reflecting the character of the Group's business to best guide, review and challenge management.
• Chairman leads the Board, facilitates constructive decision-making, and manages Board/management relationship.
• To maintain independence from management, the roles of Chairman and CEO are undertaken by different individuals.
• Deputy Chairman/Lead Independent Director is in place.

Comprehensive induction processes equip Directors to perform in their role

• Comprehensive induction process upon appointment.
• Obligation on new Directors to familiarise themselves with Company's practices through induction process or by making enquiries of the Chairman, the Company Secretary
  or management.

Board and Director performance is regularly evaluated to facilitate continuous improvement

• Board, Committee and individual Director performance reviewed annually.
• Directors to undergo a performance appraisal before standing for re-election.
• One third of the Non-executive Directors retire (and are eligible for re-election) at each AGM.

  View section 1.2.3

Board members have access to management and independent advice to assist in discharge of their duties

• Access to senior executives and to any further information required to make informed decisions.
• The Company Secretary is directly accountable to the Board, through the Chair, on all matters to do with the proper functioning of the Board.
• Right to seek independent professional advice at the Company's expense to assist in effective discharge of duties.

Conflicts are managed

• Actual and perceived conflicts considered and managed on an ongoing basis.
• Protocols around disclosure, and procedures around management of potential conflicts have been adopted.
    View section 1.2.2