Brisbane Broncos : 23 April 2021 – 2020FY Corporate Governance Statement and Appendix 4G

ASX ANNOUNCEMENT

23 APRIL 2021

BRISBANE BRONCOS LIMITED

2020 CORPORATE GOVERNANCE STATEMENT AND APPENDIX 4G

In accordance with ASX Listing Rules 4.7 and 4.10.3, a copy of Brisbane Broncos Limited's Corporate Governance Statement and associated Appendix 4G for the 2020 financial year is attached.

For further information, please contact Chairman Mr Karl Morris on 3858 9101. This announcement has been approved by the Board of Brisbane Broncos Limited.

Yours sincerely

Louise Lanigan

Company Secretary

Brisbane Broncos Limited

BRISBANE BRONCOS LIMITED

CORPORATE GOVERNANCE STATEMENT

INTRODUCTION

The Board of Directors of Brisbane Broncos Limited ('the Company') present the 2020 Corporate Governance Statement which provides information about governance at Brisbane Broncos Limited and its controlled entities ('the Group'). The Board is responsible for the corporate governance framework of the Group and is committed to applying the ASX Corporate Governance Principles and Recommendations ('ASX Principles'). The Board guides and monitors the business affairs of the Group on behalf of its shareholders by whom they are elected and to whom they are accountable. It is a requirement of the Board that the Group maintain high standards of ethics and integrity at all times. This Corporate Governance Statement outlines the framework of policies, systems and process utilised by the Group that guides how the organisation is managed and decisions are made. The Group's governance framework plays an integral role in supporting the business and helping the Board and management deliver on the organisation's strategy. It provides the structure through which strategy and business objectives are set, performance is measured and monitored, and risks are managed. The governance framework of the Group provides guidance on the standards of behaviour expected from all those within the organisation.

The ASX Principles are an important regulatory guide for listed companies reporting on their corporate governance practices. Under ASX Listing Rule 4.10.3, listed companies must disclose the extent to which they have complied with the fourth edition of the ASX Principles, and if any have not been followed, explain why. Where practical, the Group has complied with the ASX Principles. However, there are some instances whereby due to the size of the Board or News Corporation's substantial shareholding in the Company, it is not considered economical or practical to implement particular recommendations. The Group's compliance with ASX Principles are disclosed below.

The information in this statement is current as at 23 April 2021 and has been approved by the Board.

CULTURE AND VALUES

The Brisbane Broncos' values of United, Accountable, Respectful and Grateful are core to the business and define the organisation's culture, standards, actions and behaviour. The culture of the Brisbane Broncos is fundamental to its success and these values embody what the organisation and its people stand for. The organisation's values guide the way decisions are made and are the means by which all actions are measured. All involved with the Brisbane Broncos are driven by living the values every day with a sense of shared purpose, being humble, holding one another to account and supporting each other and the community. These values ensure the highest of expectations are in place at all times and drive the organisation's strategic direction to build for a successful future.

CORPORATE GOVERNANCE WEBSITE

The Company's corporate governance practices were in place throughout the year ended 31 December 2020. Important information relating to the Company's corporate governance policies and practices are set out on the Brisbane Broncos' website at www.broncos.com.au. The Company is currently undertaking the process of reviewing and updating its charters and corporate governance policies. This process will be completed during the 2021 financial year and all relevant updated documents will be available on the Brisbane Broncos website once approved by the Board.

ROLE AND RESPONSIBILITY OF THE BOARD

The Board acts on behalf of and is accountable to the shareholders. The Board oversees the safe and sustainable operations of the Group in accordance with its values. It seeks to identify the expectations of the shareholders, as well as other regulatory and ethical expectations and obligations and strives to meet them. In addition, the Board provides leadership, establishes broad corporate policies, and is responsible for identifying areas of significant business risk and ensuring arrangements are in place to adequately manage those risks. The Board is responsible for overseeing the financial position and for monitoring the business and affairs on behalf of the shareholders, by whom the Directors are elected and to whom they are accountable.

The primary role of the Board is to oversee and guide the management of the Group with the aim of protecting and enhancing the interests of its shareholders and taking into account the interests of other stakeholders including employees and the wider community. Each Director is required to ensure that they are able to devote sufficient time to discharge their duties and to prepare for Board and Committee meetings and associated activities.

BRISBANE BRONCOS LIMITED

CORPORATE GOVERNANCE STATEMENT

BOARD COMPOSITION (CONTINUED)

Board Composition and Independence (continued)

There are procedures in place, agreed by the Board, to enable Directors in furtherance of their duties to seek independent professional advice at the Company's expense. If appropriate, any advice so received will be made available to all Directors.

Non-executive Directors receive fees for serving on the Board. During the period from 1 April 2020 to 31 December 2020, Non-executive Director remuneration was reduced by 75% as a result of COVID-19 cost reduction measures. For additional details regarding the nomination and appointment of Board members, please refer to the corporate section of the Brisbane Broncos website.

Board Capabilities

In determining the composition of the Board, consideration is given to the optimal mix of background, skills, experience, and diversity that will best position the Board to guide the Group. Directors are appointed primarily based on their capacity to contribute to the business' growth, development and success. The Board composition is reviewed periodically and is guided by the Board and supported by the Board Skills Matrix and Diversity Policies of the Group.

Director Selection and Succession Planning

The entire Board addressed the Board renewal process which involves regularly reviewing its composition to ensure Directors bring an appropriate mix of background, skills, experience and diversity relevant to the management of a leading sporting organisation. Current and future needs of the Group are taken into consideration. Due to the size of the Board a separate Nominations Committee has not been established and accordingly the Board as a whole addresses these matters. Therefore, ASX Principle 2.1 has not been complied with. The Board consider each of the Directors coming up for re-election and makes an assessment as to whether to recommend their re-appointment to shareholders. This assessment considers matters including their contribution to the Board, performance evaluation results, tenure, and the ongoing needs of the Group.

The Board is responsible for defining the desired attributes and skill sets for new Directors. The services of an independent consultant may be used where appropriate to assist in the identification and assessment of a selection of potential candidates. The Board or a selection of Directors, will review prospective candidates and arrange for background checks to be undertaken prior to a decision on an appointment being made. When a Director is put forward to shareholders for election or re-election, the Company includes in the Notice of Meeting all information in its possession that is material to the decision whether to elect or re-elect that candidate.

A copy of the Policy for Nomination and Selection of Directors and Senior Executives is available on the corporate section of the Brisbane Broncos website.

Director Induction and Professional Development

Prior to appointment, each Non-executive Director is provided with a letter of appointment which sets out the terms of their appointment and includes copies of the Company's Constitution, Board Charter, Committee Charters and relevant policies. The expectations of the Board and the workings of the Board and its Committees are also conveyed in the letter of appointment and in the interviews with the Chair. An induction process is undertaken upon the Director's commencement with the Company including access to Senior Executives as appropriate in relation to details of the business an overview of the Group's strategic objectives and operations. Directors are encouraged by the Board to continue their education by attending both internal and external training and education relevant to their role. All Directors have the right to access Group information and the Board Charter sets out the circumstances and procedures pursuant to which a Director may seek independent professional advice at the Company's expense.

BOARD COMMITTEES

As the current Board comprises only five Directors, it is considered logical and more practical that the Board as a whole address all matters of the business in relation to Risk, Nomination and Remuneration. Accordingly, it is not considered necessary to establish separate committees for these functions. The Board has established an Audit Committee to oversee and monitor the Group's external audit processes, financial reporting and internal control activities. Board Committees do not relieve the Directors of their responsibilities for the matters addressed by the Committee.

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