FY21 ESG Disclosures July 2022 Unaudited 55 the director is required to report the matter immediately to the Chair of the Nominating and Corporate Governance Committee and the Chair of the Audit Committee. If a director has a personal interest in a matter before the Board, the director shall disclose the interest to the full Board and excuse herself or himself from participation in the discussion and shall not vote on the matter. GOV.6 Board Roles and Effectiveness The primary responsibilities of the Board are oversight, counseling and direction to the management of the Company in the interest and for the benefit of the Company and its shareholders and other stakeholders. The Board has delegated to the executive officers of the Company the authority and responsibility for managing the business of the Company in a manner consistent with the standards and practices of the Company in compliance with applicable law, and in accordance with any specific plans, instructions, or directions of the Board. The Board oversees the Company’s approach to enterprise risk management (ERM), designed to support the achievement of strategic objectives, improve organizational performance, and enhance long-term shareholder value. In conjunction with management, the Board assesses the specific risks faced by the Company and reviews the steps taken by the Company’s leadership to manage those risks. The Board also provides guidance to and oversight of management throughout the year with respect to setting the Company’s corporate strategy, which facilitates these assessments and reviews. The Board also encourages management to promote a corporate culture that integrates risk management into the Company’s corporate strategy and day-to-day business operations in a way that is consistent with the Company’s targeted risk profile. Pursuant to the Board’s instruction, the Company’s leadership regularly reports on applicable risks to the relevant Committee or the Board, as appropriate, including regular reports on significant Company projects, with additional review or reporting on risks being conducted as needed or as requested by the Board and its Committees. In FY20, as part of the Company’s ongoing evaluation of its ERM program, the Company undertook various actions to further enhance the effectiveness of the program, including the following: Created a new senior management position to oversee the Company’s ERM program. This officer provides regular reports to the Board. Engaged third party ERM expert to provide an independent assessment of the Company’s risks, policies and procedures. Increased reporting to and feedback from the Board, including a designated Board sponsor. In FY21, the new ESG & Risk Committee was formed to further increase oversight of ESG and ERM. Overall director attendance at meetings of the Board and its Committees was 100% during FY21. Board members are expected to attend annual meetings of shareholders. All the members of the Board attended our 2021 Annual Meeting of Shareholders via the virtual meeting platform. GOV.7 Remuneration Detailed information on our remuneration policies and process for our named executive officers and members of the Board can be found in our 2022 Proxy Statement (pp. 31–61). The following table shows the total compensation of our CEO, the total compensation of our median employee, and the ratio of our CEO’s total compensation to that of our median employee in FY20 and FY21. Table 35. Compensation Compensation (USD) FY20 FY21 % Change CEO Base Salary $1,365,000 $1,365,000 0.0% increase CEO Total Annual Compensation $14,814,906 $16,275,230 9.6% Increase Median Employee Total Annual Compensation $86,427 $91,393 5.7% Increase Ratio of CEO to Median Employee Total Annual Compensation 171 to 1 178 to 1 N/A