Appendix 4G and Corporate Governance Statement

Page 1
Rules 4.7.3 and 4.10.3
1

Appendix 4G
Key to Disclosures
Corporate Governance Council Principles and Recommendations
Name of entity:
Michael Hill International Limited
ABN / ARBN: Financial year ended:
25 610 937 598 28 June 2020
O
ur corporate governance statement
2
for the above period above can be found at:
3

☐
T
hese pages of our annual report:
☒
T
his URL on our website:
investor.michaelhill.com
T
he Corporate Governance Statement is accurate and up to date as at 16 September 2020 and has been approved by
the board.
The annexure includes a key to where our corporate governance disclosures can be located.
D
ate: 16 September 2020
Name of Director or Secretary authorising
lodgement:
Emily Bird, Company Secretary
1
Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.
Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate
governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The
corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate
Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate
governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not
following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.
Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must
lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance
statement must be current as at the effective date specified in that statement for the purposes of rule 4.10.3.
2
“Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the
extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

3
Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity’s
corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just
retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can
also, if you wish, delete the “OR” at the end of the selection.

Page 2
ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES
Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the
period above. We have disclosed ...
We have NOT followed the recommendation in full for the whole
of the period above. We have disclosed ...
4

PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1
A listed entity should disclose:
(a) the respective roles and responsibilities of its board and
management; and
(b) those matters expressly reserved to the board and those
delegated to management.
... the fact that we follow this recommendation:
☒in our Corporate Governance Statement
☐at [insert location]
... and information about the respective roles and responsibilities of
our
board and management (including those matters expressly
reserved to the board and those delegated to management):
☒in our Board & Committee Charters at investor.michaelhill.com
☒in our Corporate Governance Statement
☐an explanation why that is so in our Corporate Governance
Statement OR
☐we are an externally managed entity and this recommendation
is therefore not applicable
1.2
A listed entity should:
(a) undertake appropriate checks before appointing a person, or
putting forward to security holders a candidate for election,
as a director; and
(b) 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.
... the fact that we follow this recommendation:
☒in our Corporate Governance Statement
☒in our Notices of AGM at
investor.michae
lhill.com (2020 notice available from
September 2020
)
☐an explanation why that is so in our Corporate Governance
Statement OR
☐we are an externally managed entity and this recommendation
is therefore not applicable
1.3
A listed entity should have a written agreement with each director
and senior executive setting out the terms of their appointment.
... the fact that we follow this recommendation:
☒in our Corporate Governance Statement OR
☒in the Remuneration Report contained in our 2020 Annual
Report at investor.michaelhill.com
☐an explanation why that is so in our Corporate Governance
Statement OR
☐we are an externally managed entity and this recommendation
is therefore not applicable
1.4
The company secretary of a listed entity should be accountable
directly to the board, through the chair, on all matters to do with the
proper functioning of the board.
... the fact that we follow this recommendation:
☒in our Corporate Governance Statement OR
☒in our Board & Committee Charters at investor.michaelhill.com
☐an explanation why that is so in our Corporate Governance
S
tatement OR
☐we are an externally managed entity and this recommendation
is therefore not applicable
4
If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

Page 3
Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the
period above. We have disclosed ...
We have NOT followed the recommendation in full for the whole
of the period above. We have disclosed ...
4

1.5
A listed entity should:
(a) have a diversity policy which includes requirements for the
board or a relevant committee of the board to set
measurable objectives for achieving gender diversity and to
assess annually both the objectives and the entity’s progress
in achieving them;
(b) disclose that policy or a summary of it; and
(c) disclose as at the end of each reporting period the
measurable objectives for achieving gender diversity set by
the board or a relevant committee of the board in accordance
with the entity’s diversity policy and its progress towards
achieving them and either:
(1) the respective proportions of men and women on the
board, in senior executive positions and across the
whole organisation (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.
... the fact that we have a diversity policy that complies with
paragraph (a):
☒in our Corporate Governance Statement OR
☐at [insert location]
... and a copy of our diversity policy or a summary of it:
☒on our Investor Relations Centre at investor.michaelhill.com
... and the measurable objectives for achieving gender diversity set by
the board or a relevant committee of the board in accordance with our
diversity policy and our progress towards achieving them:
☒in our Corporate Governance Statement OR
☐at [insert location]
... and the information referred to in paragraphs (c)(1) or (
2):
☒in our Corporate Governance Statement OR
☐at [insert location]
☐an explanation why that is so in our Corporate Governance
Statement OR
☐we are an externally managed entity and this recommendation
is therefore not applicable
1.6
A listed entity should:
(a) have and disclose a process for periodically evaluating the
performance of the board, its committees and individual
directors; and
(b) disclose, in relation to each reporting period, whether a
performance evaluation was undertaken in the reporting
period in accordance with that process.
... the evaluation process referred to in paragraph (a):
☒in our Corporate Governance Statement OR
☐at [insert location]
... and the information referred to in paragraph (b):
☒in our Corporate Governance Statement OR
☐at [insert location]
☐an explanation why that is so in our Corporate Governance
Statement OR
☐we are an externally managed entity and this recommendation
is therefore not applicable

Page 4
Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the
period above. We have disclosed ...
We have NOT followed the recommendation in full for the whole
of the period above. We have disclosed ...
4

1.7
A listed entity should:
(a) have and disclose a process for periodically evaluating the
performance of its senior executives; and
(b) disclose, in relation to each reporting period, whether a
performance evaluation was undertaken in the reporting
period in accordance with that process.
... the evaluation process referred to in paragraph (a):
☒in our Corporate Governance Statement OR
☒in the Remu
neration Report contained in our 2020 Annual
Report at investor.michaelhill.com
... and the information referred to in paragraph (b):
☒in our Corporate Governance Statement OR
☐at [insert location]
☐an explanation why that is so in our Corporate Governance
Statement OR
☐we are an externally managed entity and this recommendation
is therefore not applicable

Page 5
Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the
period above. We have disclosed ...
We have NOT followed the recommendation in full for the whole
of the period above. We have disclosed ...
4

PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE
2.1
The board of a listed entity should:
(a) have a nomination committee which:
(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
(b) if it does not have a nomination committee, disclose that
fact and the processes it employs to address board
succession issues and to ensure that the board has the
appropriate balance of skills, knowledge, experience,
independence and diversity to enable it to discharge its
duties and responsibilities effectively.
[If the entity complies with paragraph (a):]
... the fact that we have a nomination committee that complies with
paragraphs (1) and (2):
☐in our Corporate Governance Statement OR
☐at [insert location]
... and a copy of the charter of the committee:
☐at [insert location]
... and the information referred to in paragraphs (4) and (5):
☐in our Corporate Governance Statement OR
☐at [insert location]
[If the entity compl
ies with paragraph (b):]
... the fact that we do not have a nomination committee and the
processes we employ to address board succession issues and to
ensure that the board has the appropriate balance of skills,
knowledge, experience, independence and diversity to enable it to
discharge its duties and responsibilities effectively:
☒in our Corporate Governance Statement OR
☐at [insert location]
☐an explanation why that is so in our Corporate Governance
Statement OR
☐we are an externally managed entity and this recommendation
is therefore not applicable
2.2
A listed entity should have and disclose a board skills matrix
setting out the mix of skills and diversity that the board currently
has or is looking to achieve in its membership.
... our board skills matrix:
☒in our Corporate Governance Statement OR
☐at [insert location]
☐an explanation why that is so in our Corporate Governance
Statement OR
☐we are an externally managed entity and this recommendation
is therefore not applicable

Page 6
Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the
period above. We have disclosed ...
We have NOT followed the recommendation in full for the whole
of the period above. We have disclosed ...
4

2.3
A listed entity should disclose:
(a) the names of the directors considered by the board to be
independent directors;
(b) if a director has an interest, position, association or
relationship of the type described in Box 2.3 but the board
is of the opinion that it does not compromise the
independence of the director, the nature of the interest,
position, association or relationship in question and an
explanation of why the board is of that opinion; and
(c) the length of service of each director.
... the names of the directors considered by the board to be
independent directors:
☒in our Corporate Governance Statement OR
☐at [insert location]
... and,
where applicable, the information referred to in paragraph (b):
☒in our Corporate Governance Statement OR
☐at [insert location]
... and the length of service of each director:
☒in our Corporate Governance Statement
☒in the Directors’ Report contained in our 2020 Annual Report at
investor.mich
aelhill.com
☐an explanation why that is so in our Corporate Governance
Statement
2.4
A majority of the board of a listed entity should be independent
directors.
... the fact that we follow this recommendation:
☒in our Corporate Governance Statement OR
☐at [insert location]
☐an explanation why that is so in our Corporate Governance
Statement OR
☐we are an externally managed entity and this recommendation
is therefore not applicable
2.5
The chair of the board of a listed entity should be an independent
director and, in particular, should not be the same person as the
CEO of the entity.
... the fact that we follow this recommendation:
☐in our Corporate Governance Statement OR
☐at [insert location]
☒an explanation why that is so in our Corporate Governance
Statement OR
☐we are an externally managed entity and this recommendation
is therefore not applicable
2.6
A listed entity should have a program for inducting new directors
and provide appropriate professional development opportunities
for directors to develop and maintain the skills and knowledge
needed to perform their role as directors effectively.
... the fact that we follow this recommendation:
☒in our Corporate Governance Statement OR
☐at [insert location]
☐an explanation why that is so in our Corporate Governance
Statement OR
☐we are an externally managed entity and this recommendation
is therefore not applicable
PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY
3.1
A listed entity should:
(a) have a code of conduct for its directors, senior executives
and employees; and
(b) disclose that code or a summary of it.
... our code of conduct or a summary of it:
☒in our Corporate Governance Statement
☒on our Investor Relations Centre at investor.michaelhill.com
☐an explanation why that is so in our Corporate Governance
Statement

Page 7
Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the
period above. We have disclosed ...
We have NOT followed the recommendation in full for the whole
of the period above. We have disclosed ...
4

PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING
4.1
The board of a listed entity should:
(a) have an audit committee which:
(1) has at least three members, all of whom are non-
executive directors and a majority of whom are
independent directors; and
(2) is chaired by an independent director, who is not the
chair of the board,
and disclose:
(3) the charter of the committee;
(4) the relevant qualifications and experience of the
members of the committee; and
(5) in relation to each reporting period, the number of
times the committee met throughout the period and
the individual attendances of the members at those
meetings; or
(b) if it does not have an audit committee, disclose that fact
and the processes it employs that independently verify and
safeguard the integrity of its corporate reporting, including
the processes for the appointment and removal of the
external auditor and the rotation of the audit engagement
partner.
[If the entity complies with paragraph (a):]
... the fact that we have an audit committee that complies with
paragraphs (1) and (2):
☒in our Corporate Governance Statement OR
☐at [insert location]
... and a copy of the charter of the committee:
☒in our Board & Committee Charters at investor.michaelhill.com
... and the information referred to in paragraphs (4) and (5):
☒in our Corporate Governance Statement
☒in the Directors’ Report contained in our 2020 Annual Report at
investor.michaelhill.com
[If the entity complies with paragraph (b):]
... the fact that we do not have an audit committee and the processes
we employ that independently verify and safeguard the integrity of our
corporate reporting, including the processes for the appointment and
removal of the external auditor and the rotation of the audit
engagement partner:
☐in our Corporate Governance Statement OR
☐at [insert location]
☐an explanation why that is so in our Corporate Governance
Statement
4.2
The board of a listed entity should, before it approves the entity’s
financial statements for a financial period, receive from its CEO
and CFO a declaration that, in their opinion, the financial records
of the entity have been properly maintained and that the financial
statements comply with the appropriate accounting standards
and give a true and fair view of the financial position and
performance of the entity and that the opinion has been formed
on the basis of a sound system of risk management and internal
control which is operating effectively.
... the fact that we follow this recommendation:
☒in our Corporate Governance Statement OR
☐at [insert location]
☐an explanation why that is so in our Corporate Governance
Statement

Page 8
Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the
period above. We have disclosed ...
We have NOT followed the recommendation in full for the whole
of the period above. We have disclosed ...
4

4.3
A listed entity that has an AGM should ensure that its external
auditor attends its AGM and is available to answer questions
from security holders relevant to the audit.
... the fact that we follow this recommendation:
☒in our Corporate Governance Statement
☒in our Notices of AGM at
investor.michae
lhill.com (2020 notice available from
September 2020)
☐an explanation why that is so in our Corporate Governance
Statement OR
☐we are an externally managed entity that does not hold an
annual general meeting and this recommendation is therefore
not applicable
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1
A listed entity should:
(a) have a written policy for complying with its continuous
disclosure obligations under the Listing Rules; and
(b) disclose that policy or a summary of it.
... our continuous disclosure compliance policy or a summary of it:
☒in our Corporate Governance Statement OR
☒in our Corporate Ethics Policy at investor.michaelhill.com
☐an explanation why that is so in our Corporate Governance
Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1
A listed entity should provide information about itself and its
governance to investors via its website.
... information about us and our governance on our website:
☒at investor.michaelhill.com
☐an explanation why that is so in our Corporate Governance
Statement
6.2
A listed entity should design and implement an investor relations
program to facilitate effective two-way communication with
investors.
... the fact that we follow this recommendation:
☒in our Corporate Governance Statement OR
☐at [insert location]
☐an explanation why that is so in our Corporate Governance
Statement
6.3
A listed entity should disclose the policies and processes it has in
place to facilitate and encourage participation at meetings of
security holders.
... our policies and processes for facilitating and encouraging
participation at meetings of security holders:
☒in our Corporate Governance Statement
☐at [insert location]
☐an explanation why that is so in our Corporate Governance
Statement OR
☐we are an externally managed entity that does not hold
periodic meetings of security holders and this recommendation
is therefore not applicable
6.4
A listed entity should give security holders the option to receive
communications from, and send communications to, the entity
and its security registry electronically.
... the fact that we follow this recommendation:
☒in our Corporate Governance Statement OR
☐at [insert location]
☐an explanation why that is so in our Corporate Governance
Statement

Page 9
Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the
period above. We have disclosed ...
We have NOT followed the recommendation in full for the whole
of the period above. We have disclosed ...
4

PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1
The board of a listed entity should:
(a) have a committee or committees to oversee risk, each of
which:
(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
(b) if it does not have a risk committee or committees that
satisfy (a) above, disclose that fact and the processes it
employs for overseeing the entity’s risk management
framework.
[If the entity complies with paragraph (a):]
... the fact that we have a committee or committees to oversee risk
that comply with paragraphs (1) and (2):
☒in our Corporate Governance Statement OR
☐at [insert location]
... and a copy of the charter of the committee:
☒in our Board & Committee Charters at investor.michaelhill.com
... and the information referred to in paragraphs (4) and (5):
☒in our Corporate Governance Statement OR
☒in the Directors’ Report contained in our 2020 Annual Report at
investor.michaelhill.com
[If the entity complies with paragraph (b):]
... the fact that we do not have a risk committee or committees that
satisfy (a) and the processes we employ for overseeing our risk
management framework:
☐in our Corporate Governance Statement OR
☐at [insert location]
☐an explanation why that is so in our Corporate Governance
Statement
7.2
The board or a committee of the board should:
(a) review the entity’s risk management framework at least
annually to satisfy itself that it continues to be sound; and
(b) disclose, in relation to each reporting period, whether such
a review has taken place.
... the fact that board or a committee of the board reviews the entity’s
risk management framework at least annually to satisfy itself that it
continues to be sound:
☒in our Corporate Governance Statement OR
☐at [insert location]
... and that such a review has taken place in the reporting period
covered by this Appendix 4G:
☒in our Corporate Governance Statement OR
☐at [insert location]
☐an explanation why that is so in our Corporate Governance
Statement

Page 10
Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the
period above. We have disclosed ...
We have NOT followed the recommendation in full for the whole
of the period above. We have disclosed ...
4

7.3
A listed entity should disclose:
(a) if it has an internal audit function, how the function is
structured and what role it performs; or
(b) if it does not have an internal audit function, that fact and
the processes it employs for evaluating and continually
improving the effectiveness of its risk management and
internal control processes.
[If the entity complies with paragraph (a):]
... how our internal audit function is structured and what role it
performs:
☒in our Corporate Governance Statement OR
☐at [insert location]
[If the entity complies with paragraph (b):]
... the fact that we do not have an internal audit function and the
processes we employ for evaluating and continually improving the
effectiveness of our risk management and internal control processes:
☐in our Corporate Governance Statement OR
☐at [insert location]
☐an explanation why that is so in our Corporate Governance
Statement
7.4
A listed entity should disclose whether it has any material
exposure to economic, environmental and social sustainability
risks and, if it does, how it manages or intends to manage those
risks.
... whether we have any material exposure to economic,
environmental and social sustainability risks and, if we do, how we
manage or intend to manage those risks:
☒in our Corporate Governance Statement
☒in our 2020 Annual Report at investor.michaelhill.com
☐an explanation why that is so in our Corporate Governance
Statement

Page 11
Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the
period above. We have disclosed ...
We have NOT followed the recommendation in full for the whole
of the period above. We have disclosed ...
4

PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1
The board of a listed entity should:
(a) have a remuneration committee which:
(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
(b) if it does not have a remuneration committee, disclose that
fact and the processes it employs for setting the level and
composition of remuneration for directors and senior
executives and ensuring that such remuneration is
appropriate and not excessive.
[If the entity complies with paragraph (a):]
... the fact that we have a remuneration committee that complies with
paragraphs (1) and (2):
☒in our Corporate Governance Statement
☐at [insert location]
... and a copy of the charter of the committee:
☒in our Board & Committee Charters at investor.michaelhill.com
... and the information referred to in paragraphs (4) and (5):
☒in our Corporate Governance Statement OR
☒in the Directors’ Report contained in our 2020 Annual Report at
investor.michaelhill.com
[If the entity complies with paragraph (b):]
... the fact that we do not have a remuneration committee and the
processes we employ for setting the level and composition of
remuneration for directors and senior executives and ensuring that
such remuneration is appropriate and not excessive:
☐in our Corporate Governance Statement OR
☐at [insert location]
☐an explanation why that is so in our Corporate Governance
Statement OR
☐we are an externally managed entity and this recommendation is
therefore not applicable
8.2
A listed entity should separately disclose its policies and
practices regarding the remuneration of non-executive directors
and the remuneration of executive directors and other senior
executives.
... separately our remuneration policies and practices regarding the
remuneration of non-executive directors and the remuneration of
executive directors and other senior executives:
☒in our Corporate Governance Statement
☒in the Remuneration Report contained in our 2020 Annual
Report at in
vestor.michaelhill.com
☐an explanation why that is so in our Corporate Governance
S
tatement OR
☐we are an externally managed entity and this recommendation
is therefore not applicable

Page 12
Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the
period above. We have disclosed ...
We have NOT followed the recommendation in full for the whole
of the period above. We have disclosed ...
4

8.3
A listed entity which has an equity-based remuneration scheme
should:
(a) have a policy on whether participants are permitted to
enter into transactions (whether through the use of
derivatives or otherwise) which limit the economic risk of
participating in the scheme; and
(b) disclose that policy or a summary of it.
... our policy on this issue or a summary of it:
☒in our Corporate Governance Statement
☒in our Trading Policy at investor.michaelhill.com
☐an explanation why that is so in our Corporate Governance
Statement OR
☐w e do not have an equity-based remuneration scheme and this
recommendation is therefore not applicable OR
☐we are an externally managed entity and this recommendation
is therefore not applicable
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-
Alternative to Recommendation 1.1 for externally managed listed
entities:
The responsible entity of an externally managed listed entity
should disclose:
(a) the arrangements between the responsible entity and the
listed entity for managing the affairs of the listed entity;
(b) the role and responsibility of the board of the responsible
entity for overseeing those arrangements.
... the information referred to in paragraphs (a) and
(b):
☐in our Corporate Governance Statement OR
☐at [insert location]
☐an explanation why that is so in our Corporate Governance
Statement
-
Alternative to Recommendations 8.1, 8.2 and 8.3 for externally
managed listed entities:
An externally managed listed entity should clearly disclose the
terms governing the remuneration of the manager.

... the terms governing our remuneration as manager of the entity:
☐in our Corporate Governance Statement OR
☐at [insert location]
☐an explanation why that is so in our Corporate Governance
Statement

Corporate Governance
Statement 2020

Corporate Governance Statement
Michael Hill International Limited (‘Michael Hill’) and its board of directors (‘Directors’ or ‘Board’) and its subsidiaries
(together the ‘Group’) are committed to achieving and demonstrating high standards of corporate governance.
Michael Hill has reviewed its corporate governance practices against the Corporate Governance Principles and
Recommendations (3rd edition) published by the ASX Corporate Governance Council (‘ASX Principles and
Recommendations’). Michael Hill’s next corporate governance statement will review its corporate governance
practices against the 4
th
edition of the ASX Principles and Recommendations.
This Corporate Governance Statement is dated as at 28 June 2020 and reflects the corporate governance practices
of the Group in place through the 2019/2020 financial year. References throughout this statement to “the year” refer
to Michael Hill’s 2019/2020 financial year which ended on 28 June 2020.
This Corporate Governance Statement was approved by the Board on 16 September 2020. Policies and Charters
referred to in this document can be viewed at Michael Hill’s Investor Relations Centre website which is located at
investor.michaelhill.com.
PRINCIPLE 1: LAY SOLID FOUNDAT
IONS FOR
MANAGEMENT AND OVERSIGHT
1.1 ROLE OF THE BOARD AND MANAGEMENT
The relationship between the Board and Group
Executives is critical to the Group's long-term
success. The Directors are responsible to the
shareholders for the performance of the Group in
both the short and long term and seek to balance
sometimes competing objectives in the best interests
of the Group as a whole. Their focus is to enhance
the interests of shareholders and other key
stakeholders and to ensure the Group is properly
managed.
The Board has established a clear distinction
between the functions and responsibilities reserved
for the Board and those delegated to management,
which are set out in the Board Charter, and which is
available on the Investor Relations Centre website.
The responsibilities of the Board include:
providing strategic guidance to the Group
including contributing to the development of and
approving the corporate strategy
reviewing and approving business plans, the
annual budget and financial plans including
available resources and major capital
expenditure initiatives
overseeing and monitoring:
»organisational performance and the
achievement of the Group's strategic
goals and objectives
»compliance with Michael Hill's Corporate
Ethics Policy & Code of Conduct (refer to
Principle 3)
»progress in relation to Michael Hill's
diversity objectives and compliance with
its Diversity and Inclusion Policy
»progress of major capital expenditures and
other significant corporate projects
including any acquisitions or divestments
monitoring financial performance including
approval of the annual and half-year financial
reports and liaison with Michael Hill's auditors
appointment, performance assessment and, if
necessary, removal of Michael Hill’s Chief
Executive Officer (‘CEO’)
ratifying the appointment and/or removal and
contributing to the performance assessment for
the members of the Group’s Executive Team
ensuring there are effective management
processes in place and approving major
corporate initiatives
enhancing and protecting the reputation of the
organisation
overseeing the operation of the Group's system
for compliance and risk management
framework
ensuring appropriate resources are available to
Group Executives and the senior management
team.
Day to day management of the Group's affairs and
the implementation of the corporate strategy, policy
initiatives and budgets are formally delegated by the
Board to the CEO and Group Executives. The CEO
and Group Executives are accountable to the Board
and provide information to the Board on those
activities, in a form and of a quality required by the
Board to enable it to discharge its duties.
To effectively discharge its duties and
responsibilities, the Board has established two
committees:
Audit & Risk Management Committee
People Development & Remuneration
Committee.
More information on these committees can be found
at items 4.1, 7.1 and 8.1 of this Corporate
Governance Statement.
The Board generally meets six times formally per
year and receives trading updates by
videoconference in months where no formal Board

meetin
g is held. However, this year the Board met
formally 16 times to appropriately respond to the
COVID-19 global public health crisis. The number of
meetings held by the Board and its committees, and
attendances, is detailed in the Directors’ Report
section of the Annual Report.
1.2 ELECTION AND RE-ELECTION OF DIRECTOR
CANDIDATES
Michael Hill carefully considers the character,
experience, education and skillset, as well as
interests and associations, of potential candidates for
appointment to the Board or to the Group’s Executive
Team. It also ensures appropriate verifications as to
the suitability of the candidate, prior to their
appointment including by using reputable external
search firms and comprehensive referee, education
and criminal checks, as appropriate.
Prior to recommending a director be elected or
re-elected at an AGM, the Board considers all
information it is aware of which is relevant to
shareholders making the ultimate decision. All
material information known about the director
(including their skills and expertise) is published on
the Investor Relations Centre website and contained
in the relevant notice of meeting of AGM which is
reviewed and approved by the Board.
Michael Hill has appropriate procedures in place to
ensure that material information relevant to a
decision to elect or re-elect a Director, is disclosed in
the notice of meeting provided to shareholders.
1.3 WRITTEN CONTRACTS OF APPOINTMENT
In addition to being set out in the Board and
Committee Charters, the roles and responsibilities of
Directors are also formalised in a letter of
appointment which each new Director receives and
commits to on their appointment. The letters of
appointment specify the term of appointment,
expectations in relation to committee work or any
other special duties attaching to the position,
remuneration arrangements, disclosure obligations in
relation to personal interests, confidentiality
obligations, insurance and indemnity entitlements
and details of Michael Hill’s key governance policies,
such as the Trading Policy.
Each Group Executive enters into a service contract
which sets out the material terms of employment,
including a description of the position and duties,
reporting lines, remuneration arrangements and
termination rights and entitlements.
Summaries of Michael Hill’s service contracts with
Key Management Personnel are detailed in the
Remuneration Report section of the Annual Report.
1.4 COMPANY SECRETARY
In accordance with the Board & Committee Charters,
each company secretary is accountable to the Board
for facilitating Michael Hill’s corporate governance
processes and the proper functioning of the Board.
The company secretaries facilitate Board governance
processes by coordinating meeting agendas, papers
and minutes, and ensures timely communications
and filings with corporate regulatory bodies. Each
Director is entitled to access the advice and services
of Michael Hill’s company secretaries.
In accordance with Michael Hill’s Constitution, the
appointment or removal of the company secretary is
a matter for the Board as a whole. Details of each of
Michael Hill’s company secretaries’ experience and
qualifications are set out in the Directors’ Report
section of the Annual Report.
1.5 DIVERSITY
Michael Hill values diversity and inclusion and
recognises the benefits it can bring to its ability to
achieve its goals. Accordingly, Michael Hill has
developed a Diversity and Inclusion Policy, which is
available on the Investor Relations Centre website.
This policy outlines Michael Hill's commitment to
fostering a diverse and inclusive workplace and
includes requirements for the Board to establish
measurable objectives for achieving diversity and to
review annually both the objectives, and Michael
Hill's progress in achieving them. Michael Hill
believes its commitment to diversity and inclusion
enriches our perspective, fuels innovation, drives
performance and engagement and connects team
members, customers, shareholders and the
communities within which it operates.
The measurable objectives for gender diversity, as
adopted by the Board through the People
Development & Remuneration Committee (‘PDRC’)
in 2016 (and reviewed annually), are:
30% females on the Board
female/male ratio in senior management roles
(which include the CEO, Executive Team,
regional management and support centre
senior leadership) of 40%:60%.
there is no set objective for female
representation Group wide due to the
consistently high representation of females in
our workforce.
Michael Hill has developed and implemented a
formal Diversity and Inclusion Project Plan which is
focused on three key areas:
understanding our current diversity landscape
and improving our data mining capability to
enable broader understanding of our team
members through additional diversity markers

fostering a culture of respect, fairness and
appr
eciation of different skills, experiences and
perspectives that enables people to be and
accomplish their best
removing barriers to diversity and inclusion
through the continuous review of policies,
processes and practices. This area includes our
commitment to an annual review of pay to
identify and act on any gender pay gap issues.
The outcomes and a comparison of Michael Hill’s
results against its measurable objectives are set out
below and illustrates Michael Hill’s progress towards

achi
eving its objectives as at the end of the past
three years:
As Michael Hill matures in the diversity and inclusion
space, the business will capture and report on further
data regarding various identified diversity markers
such as heritage, languages other than English,
education and disability, allowing for stronger talent
management, succession planning and development
and inclusion practices. This will be achieved through
data capture during the recruitment process as well as
through employee profiles in the established Human
Resources Information System.
Michael Hill’s 2020 report to the Workplace Gender
Equality Agency is available on the Investor Relations
Centre website.
1.6 BOARD REVIEWS
A performance review is undertaken annually in
relation to the Board and the Board committees. In
2019, Michael Hill engaged an external consultant
experienced in Board reviews to conduct a review of
the Board and its Committees and the effectiveness of
the Board as a whole, and an action plan was
developed to improve Board and Group Executive
functions and effectiveness. During the year the Board
commenced implementing that action plan.
1.7 MANAGEMENT REVIEWS
Each year the Board, through the PDRC, sets
financial, operational, management and individual
targets for the CEO and Group Executives. During the
year, performance against these targets was assessed
periodically and a formal performance evaluation for
Group Executives was completed after the end of each
half financial year. Details of the process followed are
set out in the Remuneration Report contained in
Michael Hill’s Annual Report.
PRINCIPLE 2: STRUCTURE THE BOARD TO ADD
VALUE
The Board operates in accordance with the broad
principles set out in the Board & Committee Charter,
which is available on the Investor Relations Centre
website. The charter details the Board's composition
and responsibilities.
2.1 NOMINATIONS COMMITTEE
Given its size, the Board has decided not to establish a
separate nominations committee. Instead, the entire
Board is involved in decisions on Board composition
and succession issues and the identification and
evaluation of potential directors. As part of the Board’s
operating rhythm, nominations matters are formally
considered at least twice a year.
All directors are consulted and provided with detailed
information about potential new directors, as well as an
opportunity to meet individually with the potential
appointee.
2.2 BOARD SKILLS MATRIX
The Board has determined that each Director must
have the following essential personal attributes to be
suitable to serve as a Director of Michael Hill:
high standards of personal integrity and ethical
behaviour
independence of thought
sound judgement and decision making
strong interpersonal and communication skills
available to serve the needs of Michael Hill.
The Board considers that each Director has these
attributes.
The Board has identified the skill areas listed in the
table below as providing strong foundations needed
2018, 84%
2018, 34%
2018, 40%
2019, 85%
2019, 48%
2019, 40%
2020, 85%
2020, 52%
2020, 40%
Objective , 40%
Objective , 30%
Group wide
Senior Management
Board

within th
e Board to carry out its management and
oversight of Michael Hill, in the context of the retail
sector and the challenges it represents. The Board
recognises that each Director will not necessarily
possess experience in all areas relevant to Michael
Hill’s operations, so seeks to ensure that its
membership includes an appropriate collective mix of
Directors with skills, knowledge and experience in
these areas. Where the Board requires expertise in
other areas, it seeks that expertise within the Group
and externally where appropriate. A summary of the
Board’s skill areas, knowledge and experience is set
out below:
Skill area
Retail sector
Experience in retail industry, including an in-depth knowledge of store operations, merchandising, product
development, exporting, logistics and customer strategy
eCommerce and digital
Senior executive experience in consumer and brand marketing in eCommerce and digital media to create a
frictionless customer experience
Marketing and branding
Ability to contribute to strategic positioning, marketing and promotion
Strategic thinking
Ability to think strategically, identify and critically assess opportunities/threats, and development and/or
implementation of effective and innovative enterprise-wide strategy
High level of business acumen
Strong commercial expertise and experience working as a senior executive
Financial acumen
Detailed understanding of key financial drivers, financial accounting and reporting, corporate finance, and
internal financial controls. Ability to analyse financial statements, critically assess investment proposals,
contribute to financial planning, oversee budgets, oversee funding/banking arrangements
International business development
A broad range of business experience in international markets. Ability to assess opportunities for the Company’s
continued growth outside Australia, create plans for the future and have a general knowledge of risks of
operating in foreign countries
Experience in the countries in which the Company conducts its business
Australia, New Zealand and Canada
People and culture
Experience overseeing or implementing a company’s culture and people management framework, including
succession planning to develop talent, culture and identity. Board or senior executive experience in applying
remuneration policy and framework, including linking remuneration to strategy and performance, and the
legislative and contractual framework governing remuneration
Governance and risk management experience and expertise
Knowledge and experience in corporate governance and risk management frameworks, and ability to use
expertise to ensure good governance of the Company
Supply chain and procurement management
Experience in managing or overseeing the operations of supply chains and distribution models and procurement
in the retail industry
1.3 DISCLOSE INDEPENDENCE AND LENGTH OF
SERVICE
The Board comprises five non-executive Directors
(including the Chair). The relevant matters of
independence and the period of service of each
Director are set out in the table below.
Michael Hill listed on the ASX in July 2016 and is the
ultimate parent company of the Group. Prior to July
2016, the Group’s ultimate parent company was
Michael Hill New Zealand Limited which was listed on
the NZX.

Perio
ds of service as director of both companies are detailed below.
Michael Hill International Limited
Name Independent Yes/No Period of service as
director of Michael Hill
International Limited
Period of service as a director of
Michael Hill New Zealand
Limited (the Michael Hill entity
previously listed on the NZX)
Emma Hill (Chair) No – substantial
shareholder and close
family ties with Sir
Richard Michael Hill
9 June 2016 - current 22 February 2007 - current
Sir Michael Hill No – substantial
shareholder and close
family ties with Emma
Jane Hill
9 June 2016 – current 30 March 1990 – 29 June 2016
Gary Smith Yes 24 February 2016 – current 2 November 2012 – 5 August 2016
Rob Fyfe Yes 9 June 2016 – current 6 January 2014 – 6 August 2016
Janine Allis Yes 9 June 2016 - current Not applicable
2.4 MAJORITY OF DIRECTORS INDEPENDENT
The majority of the Directors are independent.
In assessing the independence of Directors, Michael
Hill regards an independent Director as a
non-executive Director who:
is not a substantial shareholder of Michael Hill or
an officer of, or otherwise associated directly
with, a substantial shareholder of Michael Hill
within the last three years has not been employed
in an executive capacity by Michael Hill or
another Group member
within the last three years has not been a partner,
director or senior employee of a provider of
material professional services to Michael Hill or
another Group member
within the last three years has not been in a
material business relationship (by example, as a
supplier or customer) with Michael Hill or other
Group member, or an officer of, or otherwise
associated with, an entity or person in such a
relationship
has no material contractual relationship with
Michael Hill or another Group member other than
as a Director
does not have close family ties with any person
who falls within any of the categories described
above
has not served on the Board for a period which
could, or could reasonably be perceived to,
materially interfere with the Director’s ability to act
in the best interests of Michael Hill or otherwise
compromise their independence.
When considering whether a Director is an
independent Director, the Board assesses the
materiality of such interest, position, association or
relationship to determine whether it might influence, or
might reasonably be perceived to influence, in a
material respect, that Director’s capacity to bring an
independent judgement to bear on issues before the
Board and to act in the best interests of Michael Hill
and its shareholders.
Under the terms and conditions of appointment, a
Director must advise the Chair if there is a change in
their interests, positions, associations or relationships
that could bear on their independence at the earliest
opportunity.
2.5 INDEPENDENT CHAIR
The Chair of the Board is Emma Hill, a
non-independent Director. Ms Hill has a
comprehensive understanding of the Group and its
business through several years of executive and non-
executive experience with the business. The Board
continues to consider that Ms Hill is the most
appropriate candidate for the role of Chair. Given that
the Board is composed by a majority of independent
Directors, it is considered that governance will not be
adversely affected by there being a non-independent
Chair. Ms Hill is not employed by Michael Hill in an
executive capacity.
2.6 INDUCTION AND PROFESSIONAL
DEVELOPMENT
The induction provided to new Directors and Group
Executives enables them to actively participate in
Board and executive decision-making as soon as
possible. It ensures that they have a full understanding
of Michael Hill's financial position, strategies,
operations, culture, values and risk management
policies. It also explains the respective rights, duties,
responsibilities, interaction and roles of the Board and
Group Executives, the role of the Board committees
and Michael Hill's meeting arrangements. Prospective
Board members undertake a formal induction process
which involves meeting each Director and Group
Executive, store visits, manufacturing/design studio

and d
istribution centre tours. A prospective Board
member must attend 3 Board meetings prior to being
offered a director position and the Board considers this
a very valuable component of the induction process.
All Directors are encouraged to become a member of
the Australian Institute of Company Directors (‘AICD’)
and to further their knowledge through participation in
seminars hosted by the AICD and other forums
sponsored by professional, industry, governance and
Government bodies.
The Directors participate, from time to time, in Michael
Hill’s leadership forums and actively engage with the
Group’s employees in a range of forums including
visiting the Group’s stores and manufacturing and
distribution centre facilities to gain an understanding of
the operational environment.
During the course of the year Directors receive
accounting policy updates, especially around the time
when the Board considers the half-year and full-year
accounts.
The Board also receives regular retail news updates as
well as relevant and topical articles on legal,
accounting, regulatory change, human resource
management and changing consumer behaviour and
digital trends.
PRINCIPLE 3: ACT ETHICALLY AND
RESPONSIBLY
3.1 CODE OF CONDUCT
The Board has established a Corporate Ethics Policy &
Code of Conduct, and a Trading Policy for its
Directors, senior executives and employees, which are
available on the Investor Relations Centre website.
They are summarised below:
Ethical standards
Michael Hill is committed to the establishment and
maintenance of appropriate ethical standards.
Accordingly, Michael Hill has adopted a Corporate
Ethics Policy & Code of Conduct (‘Code’).
The Code sets out the obligations of integrity and
honesty on each Director and their obligations with
respect to trading in securities in Michael Hill (which is
addressed further in the Trading Policy) and disclosure
to the Australian Securities Exchange (‘ASX’) and the
New Zealand Stock Exchange (‘NZX’).
The Code establishes the principles, standards and
responsibilities to which Michael Hill is committed with
respect to both its internal dealings with employees
and consultants, and external dealings with
shareholders and the community at large. In summary,
the Code requires that at all times all Michael Hill
personnel act with the utmost integrity, objectivity and
in compliance with the letter and the spirit of the law
and Michael Hill policies. The Code also requires
employees, Directors and contractors who are aware
of unethical practices within the Group or breaches of
the Code to report these to management (which can
be done anonymously in accordance with Michael
Hill’s Whistleblower Policy).
Share trading policy
Michael Hill has adopted a Trading Policy which is
intended to ensure that persons who are discharging
managerial responsibilities (including but not limited to
Directors), do not misuse, and do not place themselves
under suspicion of misusing, inside information that
they may be thought to have, especially in periods
leading up to an announcement of Michael Hill on the
ASX.
The Trading Policy sets out the procedure for trading in
securities of Michael Hill, and prohibits insider trading.
The policy aims to provide Directors and employees
and any other persons who may be associated with
Michael Hill, with guidance on how and when trades in
Michael Hill’s securities may take place and when
trading is strictly prohibited.
Under the terms of the Trading Policy, a ‘Restricted
Person’ (as defined in the Trading Policy) must not
deal in securities of Michael Hill unless a clearance to
deal is obtained in accordance with the Trading Policy
or the dealing is a Permitted Dealing (as defined in the
Trading Policy). Further, a Restricted Person must not
deal in securities of Michael Hill if such a dealing would
involve:
use of inside information
short-term selling
short selling, or
hedging transactions.
The Trading Policy provides particular disclosure and
approval requirements for the dealing in Michael Hill’s
securities by the Directors, Chair, CEO and Company
Secretary, and also sets out Michael Hill’s policy on
margin loan arrangements (which are permitted under
the policy but must be disclosed to the Board through a
clearance officer). Training is periodically provided to
appropriate employees, and regular communications
are sent to relevant employees notifying them of
blackout periods under the policy and includes
reminders of their main obligations under the policy.
A copy of the Code and the Trading Policy are
available on the Investor Relations Centre website.
PRINCIPLE 4: SAFEGUARD INTEGRITY IN
CORPORATE REPORTING
4.1 AUDIT COMMITTEE
The Audit & Risk Management Committee (ARMC)
consists of the following independent non-executive
Directors:
»Gary Smith (Chair)
»Rob Fyfe
»Janine Allis.
Details of these Directors' qualifications and their
attendance at ARMC meetings are set out in the
Directors' Report contained in Michael Hill’s Annual
Report.
Each member of the ARMC is financially literate and
has an appropriate understanding of the retail industry.

T
he ARMC operates in accordance with its charter
which is available on the Investor Relations Centre
website.
The ARMC is responsible for:
reviewing and making recommendations to the
Board in relation to the adequacy of Michael Hill’s
processes for managing risks and developing an
appropriate risk management policy framework to
provide guidance to Michael Hill’s management
reviewing and making recommendations to the
Board in relation to whether Michael Hill’s
financial statements reflect a true and fair view of
the financial position and performance of the
company.
Particularly, the ARMC’s core responsibilities include:
reviewing Michael Hill’s internal financial control
system and financial statements for accuracy and
compliance with appropriate accounting practices
monitoring and reviewing Michael Hill’s internal
audit function and ensuring compliance in this
regard with the relevant regulatory frameworks
monitoring corporate conduct and business ethics
and ongoing compliance with laws and
regulations
reviewing matters of significance affecting the
financial welfare of Michael Hill
reviewing material company policies relevant to
the operations of Michael Hill
ensuring that systems of accounting and
reporting of financial information to shareholders,
regulators and the general public are adequate
defining and periodically reviewing risk
management as it applies to Michael Hill and
ensuring the appropriate disclosure of any
relevant risks to the market.
In fulfilling its responsibilities, this year, the ARMC, in
accordance with its usual annual operating rhythm:
received regular reports from management and
the internal and the external auditors and status
of remediation actions agreed by management
met with the internal and external auditors four
times during ARMC meetings
reviewed the processes the CEO and CFO had in
place to support their certifications to the Board
reviewed any significant disagreements between
the auditors and management, irrespective of
whether they had been resolved
met separately with the external auditors twice
without the presence of management.
The ARMC provides the internal and external auditors
with a clear line of direct communication at any time to
either the Chair of the ARMC or the Chair of the Board.
The ARMC has authority, within the scope of its
responsibilities, to seek any information it requires from
any employee or external party. In addition to the
ARMC members, the CEO, CFO, Group Internal &
Risk Audit Manager, Group Financial Controller, Group
Tax Manager, external auditors and company
secretaries were regular attendees at ARMC meeting
throughout the year.
4.2 CEO AND CFO CERTIFICATION OF FINANCIAL
STATEMENTS
The Board received the relevant assurances from the
CEO and CFO in the declarations provided in
accordance with section 295A of the Corporations Act
that the financial statements give a true and fair view of
the financial position and performance of Michael Hill
and comply with the applicable requirements.
4.3 EXTERNAL AUDITOR AT AGM
The Group’s external audit function is performed by
Ernst & Young (‘EY’). Alison de Groot, Partner at EY,
attended Michael Hill’s AGM and was available to
answer shareholder questions regarding the audit.
PRINCIPLE 5: MAKE TIMELY AND BALANCED
DISCLOSURE
5.1 DISCLOSURE AND COMMUNICATIONS POLICY
Michael Hill has adopted guidelines in relation to
disclosure and communications which set out the
processes and practices that ensure its compliance
with the continuous disclosure requirements under the
ASX and NZX Listing Rules and the Corporations Act.
Michael Hill has also established guidelines to assist
officers and employees of Michael Hill to comply with
Michael Hill’s disclosure and communications
requirements. These guidelines are set out in Michael
Hill’s Corporate Ethics Policy, which is available on the
Investor Relations Centre website.
PRINCIPLE 6: RESPECT THE RIGHTS OF
SECURITY HOLDERS
6.1 INFORMATION ON WEBSITE
Michael Hill maintains an Investor Relations Centre
website, keeping investors informed of its corporate
governance and financial performance via its website.
Through this website, investors can access copies of
all announcements to the ASX and NZX, notices of
meetings, annual reports and financial statements,
investor presentations webcasts and can access
general information regarding Michael Hill (including
Board and Group Executive team members and
dividend policy) and governance documents.
Michael Hill’s Investor Relations Centre website is
located at investor.michaelhill.com.
6.2 INVESTOR RELATIONS PROGRAM
Michael Hill conducts regular briefings including interim
and full year results announcements, investor days,
site visits and attends regional and industry specific
conferences in order to facilitate effective two-way
communication with investors and other financial
market participants. Access to executive and
operational management is provided at these events,
with separate one-on-one or group meetings offered
whenever possible and appropriate.

6.3 FACILITAT
E PARTICIPATION AT MEETINGS OF
SECURITY HOLDERS
Shareholders are, unless specifically stated in a notice
of meeting, eligible to vote on all resolutions. If
shareholders are unable to attend the AGM, they are
able to vote on the proposed motions by appointing a
proxy. Online proxy voting is available to shareholders.
Shareholders are given an opportunity to ask
questions of Michael Hill and its auditor at the AGM.
6.4 FACILITATE ELECTRONIC COMMUNICATIONS
Michael Hill provides its investors the option to receive
communications from and send communications to,
Michael Hill and the share registry electronically.
Michael Hill maintains a dedicated investor relations
email address which is monitored by the company’s
investor relations team.
PRINCIPLE 7: RECOGNISE AND MANAGE RISK
7.1 RISK COMMITTEE
Michael Hill’s ARMC oversees the process for
identifying and managing material risks to Michael Hill
in accordance with its Charter, which is available on
the Investor Relations Centre website.
Further details regarding the ARMC, its membership
and the number of meetings held during the financial
year are set out in response to Recommendation 4.1.
7.2 ANNUAL RISK REVIEW
The ARMC undertook a comprehensive review and
updates to the Group’s risk management framework,
including its internal audit and risk management
functions, during the FY19 financial year and is
satisfied that its risk management framework is sound
for Michael Hill.
7.3 INTERNAL AUDIT
Michael Hill has an internal audit function that operates
under a Board-approved Internal Audit Charter.
The internal audit function is overseen by the ARMC.
In accordance with its Charter, the appointment or
removal of the Group Internal Audit Manager is
ultimately a matter for the ARMC.
In FY19, a comprehensive review of Michael Hill’s
internal audit and risk management functions was
undertaken, resulting in changes to the functions and
areas of focus. These were approved by the ARMC.
The new structure has been implemented and the
ensuing reporting is provided to every ARMC meeting.
7.4 SUSTAINABILITY RISKS
Michael Hill identifies and manages material exposures
to economic, environmental and social sustainability
risks in accordance with its risk management
framework incorporating the Board approved risk
tolerances.
Michael Hill has continued working to address its
material sustainability issues and improve its
sustainable business practices and to this end has
obtained certification from the Responsible Jewellery
Council until 2022, when recertification is required.
PRINCIPLE 8: REMUNERATE FAIRLY AND
RESPONSIBLY
8.1 REMUNERATION COMMITTEE
The PDRC consists of the following non-executive
Directors (a majority of whom are independent,
including the chair):
»Rob Fyfe (Chair)
»Emma Hill
»Gary Smith.
Details of these Directors' qualifications and their
attendance at PDRC meetings are set out in the
Directors' Report contained in Michael Hill’s Annual
Report.
The PDRC operates in accordance with its charter
which is available on the Investor Relations Centre
website. The PDRC advises the Board on
remuneration and incentive policies and practices
generally, and makes specific recommendations on
remuneration packages and other terms of
employment for Group Executives and non-executive
Directors.
Each member of the Group Executive team signs a
formal employment contract at the time of their
appointment covering a range of matters including their
duties, rights, responsibilities and any entitlements on
termination. The standard contract refers to a specific
formal job description.
Further information on Directors' and KMPs’
remuneration, including principles used to determine
remuneration, is set out in the Remuneration Report
contained in Michael Hill's Annual Report.
The PDRC also assumes responsibility for overseeing
management succession planning, including the
implementation of appropriate executive development
programs and ensuring adequate arrangements are in
place, so that appropriate candidates are recruited for
later promotion to senior positions. This includes
overseeing processes in relation to meeting diversity
objectives for the Group.
The PDRC also reviews and determines the Group’s
remuneration policy and structure annually, including
the performance goals and measures for the CEO and
Group Executive team, to ensure it remains aligned to
business needs and meets the Group’s remuneration
principles, strategic and operating plan.
The PDRC has authority, within the scope of its
responsibilities, to seek any information it requires from
any employee or external party.
8.2 DISCLOSURE OF EXECUTIVE AND
NON-EXECUTIVE DIRECTOR REMUNERATION
POLICY
Michael Hill seeks to attract and retain high
performance Directors and executives with appropriate
skills, qualifications and experience to add value to the
company and fulfil the roles and responsibilities
required. It reviews requirements for additional
capabilities at least annually.

Executive rem
uneration is designed to reflect
performance and, accordingly, remuneration is
structured with a fixed component and
performance-based remuneration component.
Performance linked compensation includes both short
term (‘STI’) and long term (‘LTI’) incentives and is
designed to reward Group Executives for meeting or
exceeding their financial and personal objectives. The
STI is an ‘at risk’ bonus provided in the form of cash,
while the LTI is provided as rights over ordinary shares
of Michael Hill under the rules of the executive
incentive plan. In response to the global pandemic
market conditions impacting Michael Hill, the STI and
LTI incentive programs for all Group Executives,
including KMP, were suspended from 1 April 2020 for
the financial year. Further details on this year’s STI
and LTI arrangements for Group Executives are set
out in the Remuneration Report section of the Annual
Report.
Non-executive Directors are paid fixed fees for their
services in accordance with Michael Hill’s Constitution.
Fees paid are a composite fee, covering all Board and
Committee responsibilities as well as any contributions
by Michael Hill to a fund for the purposes of
superannuation benefits for a Director. No other
retirement benefit schemes are in place in respect to
non-executive Directors. In response to the COVID-19
global pandemic market conditions impacting the
Company in the 2020 financial year, all fees paid to
non-executive Directors were reduced by 50% for the
period from 1 April 2020 to 30 June 2020.
Further details regarding the remuneration of Key
Management Personnel and non-executive Directors
are set out in the Remuneration Report contained in
Michael Hill’s Annual Report.