Clean Seas Seafood Limited ACN 094 380 435 and Controlled Entities

Corporate Governance Statement

For the year ended 30 June 2020

The Board of Directors and management of Clean Seas Seafood Limited (‘Clean Seas’ or ‘the
Company’) recognise the importance of good corporate governance and are committed to maintaining
and enhancing the highest standards across the Group - good governance is not considered to be just
a matter for the Board and management, rather a culture entrenched company-wide.

Reflective of the nature, scale and complexity of Clean Seas’ operations, the Board has established a
transparent and high quality corporate governance framework comprising codes, policies and charters
under which the Company operates. The framework outlines the Company and management’s
commitment to act ethically, openly, fairly, and diligently when promoting the interests of shareholders,
employees, customers, suppliers and broader community interests.

During the reporting period the Company continued to review and enhance its governance policies and
practices and the governance framework in line with best practice. The Company’s corporate
governance policies will continue to be under regular review due to the ever changing regulatory
environment and the desire for the Company to operate at the highest governance levels possible.

Details of the Company’s corporate governance policies are available on the Company’s website at
www.cleanseas.com.au/investors/corporate-governance.

The Company and its controlled entity, together, are referred to as ‘the Group’ in this statement.

Unless otherwise disclosed below, the Group’s governance practices comply with the ASX Corporate
Governance Principles and Recommendations and have been applied for the entire financial year
ended 30 June 2020. The Group has reported in accordance with the third edition of the ASX Corporate
Governance Council’s Corporate Governance Principles and Recommendations released on 27 th
March 2014.

A description of the Group's main corporate governance practices is set out below.

Principle 1: Lay solid foundations for management and oversight

Role of the Board

The Board of Directors is accountable to Shareholders for the overall performance and governance of
the Company.

The Board’s role is to:

 represent and serve the interests of shareholders by overseeing and appraising the Group’s
strategies, policies and performance. This includes overseeing the financial and human
resources the Group has in place to meet its objectives and reviewing management
performance;

 protect and optimise Group performance and build sustainable value for shareholders in
accordance with any duties and obligations imposed on the Board by law and the Group’s
constitution and within a framework of prudent and effective controls that enable risk to be
assessed and managed;

 set, review and ensure compliance with the Group’s values and governance framework
(including establishing and observing high ethical standards); and

 adopt and oversee the management of a corporate governance framework to ensure that the
Group complies with its continuous disclosure obligations, all investors have equal and timely
access to material information concerning the Group and all Group announcements are
presented in a clear and balanced way.

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Clean Seas Seafood Limited ACN 094 380 435 and Controlled Entities

Corporate Governance Statement

For the year ended 30 June 2020
The Board’s roles and responsibilities are formalised in a Board Charter which is available on the
Company’s website. The charter is reviewed periodically to ensure it remains appropriate given the
operations of the business and the responsibilities and composition of the Board

In addition to the Board Charter, the Board has developed a Policy on Delegation and Matters Reserved
for the Board which clearly establishes the relationship between the Board and Management and further
describes their respective roles and responsibilities in a manner consistent with the ASX Principles:

These documents are also available on the corporate governance section of the Company’s website.

Fundamentally, the Board is responsible for:

 determining corporate policy;
 providing leadership and setting the Company’s goals and strategic direction including
identification and analysis of merger, acquisition and investment opportunities for the Group in
accordance with the Strategic Plan;
 overseeing management’s implementation of the Group’s strategic objectives and monitoring
performance against budgets and strategic plans;
 appointing the Chairman and lead independent Director;
 appointing and, when necessary replacing, the Chief Executive Officer, setting his/her
remuneration and monitoring his/her performance annually;
 approving the appointment and, when necessary, replacement of other senior executives,
approving their remuneration in accordance with recommendations brought forward by the
Chief Executive Officer and monitoring their performance annually,
 approving operating budgets and major capital expenditure;
 overseeing the integrity of the Group’s accounting and corporate reporting systems, including
the external audit;
 overseeing the Group’s process for making timely and balanced disclosure of all material
information concerning the entity that a reasonable person would expect to have a material
effect on the price or value of the entity’s securities;
 ensuring that the Group has in place an appropriate risk management framework to identify,
assess, monitor and manage material business risks, ensuring compliance with all regulatory
requirements and setting the risk appetite within which the Board expects management to
operate;
 approving the Group’s remuneration framework; and
 monitoring the effectiveness of the Group’s governance practices.

The Chief Executive Officer is responsible to the Board for the day-to-day operation of the Company.

Board Committees

Board Committees assist the Board in the oversight and control of the Company.

The Board currently has the following Committees:

 Remuneration and Nominations Committee – refer discussion at ASX Principles 2 and 8; and
 Audit and Risk Committee – refer discussion at ASX Principles 4 and 7.

Each Committee operates under a formal Charter approved by the Board under which authority is
delegated by the Board and which set out matters relevant to the composition, responsibilities and
administration of those Committees. The Charters are reviewed annually and are available on the
Company’s website.

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Clean Seas Seafood Limited ACN 094 380 435 and Controlled Entities

Corporate Governance Statement

For the year ended 30 June 2020

The performance of each Committee is reviewed annually by the respective Committee and then
reported to the Board.

Minutes of Committee meetings and Committee recommendations are provided to the Board.

Each Committee (including the Chairperson of the Committee) is appointed by the Board of Directors,
following consideration of recommendations from the Remuneration and Nominations Committee.
Membership of each Committee is reviewed by the Board on an annual basis.

All Committees are comprised of Non-executive members of the Board, with the majority of members
being independent Directors, based on the assessment of the Board under its Independent Director
Standards.

The Chairperson of each Committee may call a meeting of the relevant Committee at any time, or if so
requested by any member of the Committee.

Each Committee develops and maintains an annual program, which details major items of business to
be considered at set points throughout the year, to support both the Committee’s and the Board’s
activities.

Each Committee is empowered, with the prior approval of the Chairman of the Board, to consult experts
at the expense of the Company where the Committee considers it necessary to carry out its duties.

The Chairman of the Board as well as each Director is entitled to attend meetings of all Board
Committees.

The number of respective Committee meetings that were held over the reporting period and the
attendance of Committee members (both current and those retiring during the course of the reporting
period) at these meetings are set out in the Directors’ Report.

Director Appointment, Election and Re-election

The procedures for the appointment and removal of Directors are ultimately governed by the Company’s
Constitution.

The Board may appoint Directors to fill casual vacancies that occur or to add additional persons to the
Board up to the maximum number (currently nine) prescribed by the Constitution. A Director selected
and appointed by the Board is required to retire in accordance with the Constitution of the Company at
the next Annual General Meeting and is eligible for election by Shareholders at that Annual General
Meeting.

In the relevant Notice of Meeting, Shareholders are provided with all material information in the
Company’s possession relevant to a decision on whether or not to elect or re-elect a Director.

Clean Seas’ Directors have no prescribed fixed term of office but are subject to the retirement provisions
contained in the Constitution, Company policies and the ASX Listing Rules. At least approximately one-
third of Directors (excluding a Managing Director) retire at each Annual General

Meeting and Directors must submit themselves to shareholders for re-election at least every three
years. Shareholders are provided with relevant information on the candidates standing for re-election
in the relevant Notice of Meeting.

The Board has delegated to the Remuneration and Nominations Committee the responsibility for
recommending to the Board candidates to be nominated to act as new Directors and for recommending
to the Board the reappointment of retiring Directors.

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Clean Seas Seafood Limited ACN 094 380 435 and Controlled Entities

Corporate Governance Statement

For the year ended 30 June 2020
The Board’s Remuneration and Nominations Committee regularly reviews the composition of the Board
to ensure that there is an appropriate mix of abilities and experience to serve the interests of
shareholders. Any recommendations are presented to the full Board.

If it becomes necessary to appoint a new Director to fill a vacancy on the Board, or to complement the
existing Board, potential candidates are identified and assessed against a range of criteria including
background, experience, professional skills, personal qualities, the potential for the candidate’s skills to
augment the existing Board and the candidate’s availability to commit to the Board’s activities. This
assessment extends to attention to the diversity needs of the Board, including gender diversity.

Following this assessment, the Committee provides its recommendation to the Board for assessment
and actioning, ensuring that appropriate checks are undertaken before putting forward these
recommendations to the Board or to Shareholders for election as a Director. This includes checks as
to the person’s character, experience, education, criminal record and bankruptcy history.

On occasion, professional intermediaries can be used to assist with the identification and assessment
of potential Director Candidates.

The Company has developed a comprehensive Board Skills Assessment matrix that is used to assess
the skills of existing Directors and potential Director Candidates.

Written Agreements with Directors and Senior Executives

The appointment of a new Director or Chief Executive Officer is formalised with a detailed letter of
appointment from the Chairman which sets out the key conditions of their appointment including such
matters as their term of appointment, duties, rights, responsibilities, time commitments, expectations of
the role and remuneration.

The appointment of a new senior Executive is formalised with a detailed letter of appointment from the
Chief Executive Officer which sets out the key conditions of their appointment including such matters
as their term of appointment, duties, rights, responsibilities, time commitments, expectations of the role
and remuneration.

All Directors and senior executives in FY20 had a written agreement setting out the terms of their
appointment.

Board, Committee and Director performance evaluation

Pursuant to the Board’s and Board Committees’ respective Charters, the Board conducts annual
evaluations of its performance, the performance of its Committees, the Chairman, individual Directors
and the key governance processes that support the Board’s work. This process enables the Board to
identify any scope to improve its effectiveness and assists in the Board’s ongoing Director development
program. In particular, the process:

 compares the Board’s performance with the requirements of the Board Charter;

 assists in setting the goals and objectives of the Board for the upcoming year; and

 underpins any desirable improvements to the Board Charter.

The respective Board Committee Charters also require the Committees to evaluate their performance
and composition at least annually to determine whether they are functioning effectively by reference to
current best practice. This evaluation is presented to the Board for review.

The annual performance evaluations for the Board, its respective Committees and the individual
Directors were undertaken and reviewed by the Board in FY20.

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Clean Seas Seafood Limited ACN 094 380 435 and Controlled Entities

Corporate Governance Statement

For the year ended 30 June 2020

Performance and evaluation of Senior Executives

Formal performance evaluations have been undertaken for the Chief Executive Officer and Senior
Executives during the current financial year in accordance with the process disclosed in the Annual
Report.

Company Secretary

The Company Secretary is accountable directly to the Board, through the Chairman, on all matters to
do with the proper functioning of the Board, and plays an important role in supporting the effectiveness
of the Board and its Committees.

The role of the Company Secretary includes:

 advising the Board and its Committees on governance matters;

 monitoring that Board and Committee policy and procedures are followed;

 coordinating the timely completion and despatch of Board and Committee papers;

 ensuring that the business at Board and Committee meetings is accurately captured in the
minutes; and

 helping to organise and facilitate the induction and professional development of Directors.

Each Director is able to communicate directly with the Company Secretary and vice versa.

The decision to appoint or remove a Company Secretary is made by the Board.

Diversity Policy

The Company’s Diversity Policy reflects the Company’s commitment to the principles of diversity and
that it both strongly recognises and appreciates the benefits that flow from fostering a balanced and
diverse workforce - one which embraces differences in age, gender, culture and physical ability.

The Diversity Policy applies to all Companies within the Group and is available on the Company’s
website.

The Company is strongly focused on attracting and retaining the most talented people. As part of this

recruitment and retention strategy, diversity remains an important consideration throughout all levels
of the organisation including the Board.

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Clean Seas Seafood Limited ACN 094 380 435 and Controlled Entities

Corporate Governance Statement

For the year ended 30 June 2020
Diversity at the Board level:

In order to facilitate greater gender diversity at the Board level, the Diversity Policy requires:

 the Company to implement an appointment process for future Directors that takes diversity of
background into account to fit and enhance the Board skills matrix (in addition to previous
Board and leadership experience and candidates’ skills and experience in a variety of
specified fields); and

 the selection process for Board appointments must involve the following steps (including
where the Company engages an external recruitment agency to identify and assess
candidates):
o a short-list identifying potential candidates for the appointment must be compiled and
should include at least one female candidate, subject to availability of suitable qualified
candidates; and

o if, at the end of the selection process, a female candidate is not selected, the Board must
be satisfied that there are objective reasons to support its determination.

Diversity in the workplace:

In order to facilitate greater gender diversity in Management and leadership roles, the Diversity Policy
requires:

 the Chief Executive Officer to have reference to the Policy in selecting and assessing
candidates and in presenting recommendations to the Board regarding appointments to the
senior executive team; and

 the Board to also consider gender diversity and the objectives of the Policy when considering
those recommendations.

In addition, the Policy requires the Company to:

 implement policies which address impediments to gender diversity in the workplace and
review their availability and utilisation;

 monitor the effectiveness of and continue to expand on initiatives designed to identify support
and develop talented women with leadership potential; and

 continue to identify new ways to entrench diversity as a cultural priority across the Company.

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Clean Seas Seafood Limited ACN 094 380 435 and Controlled Entities

Corporate Governance Statement

For the year ended 30 June 2020
Gender diversity:

As at 30 June 2020, women account for 19% (30 June 2019: 17%) of the Group’s workforce and
gender diversity by role within the Group was at the following levels with percentages representative
of women placed in all roles available at that job level:

Women Women
Representation % Representation %

Role Category As at 30 June 2020 As at 30 June 2019

Board 16% 33%

Senior executive 17% 17%

Manager 18% 21%

Non-Managerial 19% 17%

The Board female representation declined from 33% to 16% due to the departure of the Helen
Sawczak and the appointment of Gilbert Vergères.

The Company does not intend to set fixed targets or quotas for female employees as this industry has
not historically attracted a significant proportion of women but it is expected that female
representation at all levels will increase over time.

The Group’s gender diversity philosophy is premised on placing emphasis on developing talented and
motivated women and is not simply about increasing the number of women in the workforce. It seeks
to ensure an ongoing focus to provide support and development for women throughout their career.

It is however important to note that the Group will adhere to its Recruitment and Selection Policy and
that the most suitable applicant for the role will always be successful, regardless of gender or any
other demographic. The challenge is ensuring that the Group, as an employer, positions women
employees well so as to be strongly considered for positions that arise, and that appropriate gender
balance where possible is achieved when short listing applicants.

Principle 2: Structure the Board to add value

The Board operates in accordance with the broad principles set out in its Board Charter. The Charter
sets out the structure, role, composition and responsibilities of the Board of Directors and is available
via the corporate governance section of the Company’s website.

Board composition

The Board determines its size within the limits provided in the Company's Constitution, which currently
provides for a minimum of three Directors and a maximum of nine Directors. The size of the Board is
reviewed on an ongoing basis and at least annually. The Board currently comprises five Non-Executive
Directors, including the Chairman, and one Executive Director.

The names, terms of office and the skills, experience and expertise of each of the Board members in
office is set out in the Directors’ Report.

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Clean Seas Seafood Limited ACN 094 380 435 and Controlled Entities

Corporate Governance Statement

For the year ended 30 June 2020

The Board is structured to ensure that it consists of Directors who have a proper understanding of the
business and who can add value in the context of Clean Seas' business. The Board considers that all
Directors have an understanding of Clean Seas’ business and the industry within which it operates and
that the Directors’ diverse range of skills and experience is appropriate to discharge its responsibilities
and duties.

Pursuant to the Board Charter:

 the respective roles of Chairman and Chief Executive Officer are separated;

 the Board consists of members with an appropriate mix of skills, diversity, experience,
expertise, gender, cultural background, ethnicity and age to enable the Board to be an effective
decision making body;

 the Board comprises a majority of Non-Executive Directors; and

 the Chairman of the Board is appointed by the Board and is an Independent Non-Executive
Director in accordance with the criteria for independence set out in Clean Sea's Policy on
Independence of Directors.

Independence

The Board is conscious of the need to have independent Directors but must also ensure that Board
members can add value in the context of Clean Sea's business. Therefore, the Board seeks to ensure
that the Board comprises Directors who have a strong understanding of Clean Seas' core business –
in particular, primary production and specifically aquaculture - whilst also being able to bring
independent views and judgment to the Board’s deliberations.

The Board has a policy on Independence of Directors and in defining the characteristics of an
independent Director, the Board uses the ASX Principles together with its own consideration of the
Company’s operations and business, applying appropriate materiality thresholds on a case-by-case
basis with reference to each Director and having regard to both quantitative and qualitative principles.

The Independence Policy is available on the Company’s website.

When assessing Director independence, the Company adopts the following test:

“Is the Director free of any interest, position, association or relationship that might influence, or
reasonably be perceived to influence, in a material respect his or her capacity to bring an independent
judgment to bear on issues before the Board and to act in the best interests of the entity and its security
holders generally?”

Information about any such relationships, including any related financial or other details, is assessed
by the Board to determine whether the relationship could, or could reasonably be perceived to,
materially interfere with the exercise of a Director’s unfettered and independent judgment. In
determining whether an interest or relationship is considered to interfere with a Director’s independence,
the Board adopts a conservative approach to materiality.

The Board considers that executive postings, substantial shareholdings, acting in a professional
advisory capacity, material business relationships, serving as a long-term Director, being a material
supplier or customer or having a material contractual relationship are all indicative of a Director lacking
the appropriate independence to meet the test.

The Board recognises that the interests of the Company and its security holders are likely to be well
served by having a mix of Directors, some with a longer tenure with a deep understanding of the entity
and its business and some with a shorter tenure with fresh ideas and perspective. It also recognises
that the Chairman of the Board will frequently fall into the former category rather than the latter.

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Clean Seas Seafood Limited ACN 094 380 435 and Controlled Entities

Corporate Governance Statement

For the year ended 30 June 2020

The mere fact that a Director has served on the Board for a substantial period does not mean that he
or she has become too close to management to be considered independent nor should it be perceived
to materially interfere with a Director's ability to act in the best interests of the Company. However, the
Board regularly assesses whether that might be the case for any Director who has served in that position
for more than 10 years.

Of the Directors during FY20, the Chairman Mr Terry O’Brien, Mr Nick Burrows, Ms Raelene Murphy
and Ms Helen Sawczak (who resigned on 22 June 2020) are considered to be independent under the
terms of the Company’s Policy on Independence of Directors. The composition of the Board during
FY20 had a majority of independent Directors and consequently the Board’s composition during FY20
did comply with ASX Principle 2.4.

Director (in FY2019) Status

Terry O’Brien (Chairman) Independent

Nick Burrows Independent
Raelene Murphy Independent
Helen Sawczak Independent (resigned 22 June 2020)
Marcus Stehr Non-independent
Gilbert Vergères Non-independent (appointed 3 March 2020)
David Head (MD & CEO) Non-independent

The Board has adopted a number of policy measures to ensure that independent judgment is achieved
and maintained in respect of its decision-making processes. These include:
 the Chairman is an independent Director;
 Directors are entitled to seek independent professional advice at the Company’s expense,
subject to approval by the Board;
 Directors who have a conflict of interest in relation to a particular item of business must absent
themselves from the Board meeting before commencement of discussion on the topic; and
 Non-Executive Directors confer on a needs basis without management in attendance. A majority
of Non-Executive Directors are independent.

The Board feels that it has an appropriate mix of skills to provide the required depth of knowledge and
industry experience to meet the Board’s responsibilities and objectives.

The Board assesses the independence of new Directors upon appointment and reviews their
independence and the independence of the other Directors, as appropriate. Where a Director’s
independence status changes, the Company has procedures in place to provide a timely disclosure to
the market of the change.

Board skills, knowledge and experience

Although the shareholders appoint Directors, the Board seeks to ensure that the Directors have a broad
range of experience and commercial expertise or appropriate professional qualifications. Board
members must have (or develop) a thorough understanding of the Company’s business and operations
and be able to bring value to the Board’s deliberations.

The Board considers that a diverse range of skills, backgrounds, knowledge and experience is required
in order to effectively govern the business. The Board and its Committees actively work to ensure that
the they continue to have the right balance of skills, experience, independence and Company and
industry knowledge to discharge their responsibilities in accordance with the highest standards of
governance.

The Board routinely reviews whether the Directors as a group have the skills, knowledge and familiarity
with the Group and its operating environment required to fulfil their role on the Board and on Board

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Clean Seas Seafood Limited ACN 094 380 435 and Controlled Entities

Corporate Governance Statement

For the year ended 30 June 2020
committees effectively and, where any gaps are identified, considers what training or development, (or
further Board / external advisor appointments) could be undertaken to fill those gaps. To assist in this
process, the Board has a Skills Matrix which encapsulates the core competencies outlined in the
Group’s Policy on Selection and Appointment of Directors covering the following categories:

 General;
 Knowledge;
 Strategic;
 Financial and analytical;
 Character; and
 Communication.

Where necessary, the Company provides resources to help develop and maintain its Directors’ skills
and knowledge. This includes, in the case of a Director who does not have specialist accounting skills
or knowledge, ensuring that he or she has a sufficient understanding of accounting matters to fulfil his
or her responsibilities in relation to the Group’s financial statements. It also includes, for all Directors,
ensuring that they receive ongoing briefings on developments in accounting standards.

Directors must demonstrate unquestioned honesty and integrity, preparedness to question, challenge,
and critique, and a willingness to understand and commit to the highest standards of governance. Each
Director must ensure that no decision or action is taken that places their interests in front of the interests
of the business.

Further, Directors must be prepared to and are expected to commit sufficient time and resources in
order to satisfactorily perform their role effectively.

Remuneration and Nominations Committee

The Board has established a Remuneration and Nominations Committee whose primary roles are to:
 assist the Board in discharging its responsibilities in relation to remuneration policy;
 to ensure that the Company undertakes an ongoing assessment of the composition and
effectiveness of the Board; and
 to manage the formal processes used for the selection and appointment of new Directors and
re-appointment of incumbent Directors.

The Committee is to comprise at least three Non-Executive Directors the majority of which are
independent. The Chairman of the Committee must be an independent Non-Executive Director and is
appointed by the Board.

The Committee during FY20 was comprised of independent Non-Executive Directors Mr Terry O’Brien
(Chairman) and Mr Nick Burrows and Mr Marcus Stehr (non-independent). Details of Committee
member’s respective skills, qualifications and experience are set out in the Directors’ Report. The
number of Committee meetings that were held over the reporting period and the attendance of
Committee members (both current and those retiring during the course of the reporting period) at these
meetings are set out in the Directors’ Report.

The Committee’s has a written Charter which sets out its structure, roles, responsibilities, resource
access protocols (internal and external), meeting process, Board reporting requirements and
performance evaluation requirements. The Charter is available on the Company’s website.

The Committee and the Board are committed to ensuring that there is a transparent procedure for the
selection, appointment and re-appointment of Directors to the Board. The Committee provides advice,
support and recommendations to the Board regarding:
 appropriate nomination policies and practices in light of best practice, regulatory developments
and the needs of the Company;

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Corporate Governance Statement

For the year ended 30 June 2020
 the size, composition and skills of the Board appropriate to meet the needs of the Company;
 the necessary and desirable competencies of Directors;
 Board succession plans, including the succession of the Chairman and specific nominations for
Directorship appointments, to maintain an appropriate mix of skills, experience, expertise and
diversity on the Board;
 the Chief Executive Officer’s succession plan;
 the Group’s policy in relation to Board diversity and strategies to address Board diversity;
 formulating strategies on Board gender diversity and diversity in general (which includes age,
ethnicity, culture and religion);
 the development of effective processes for the evaluation of the performance of the Board, its
Committees, the Chairman and each of the Directors;
 the appointment and re-election of Directors;
 effective new Director induction processes; and
 reporting disclosures in relation to nomination and Board performance meet the Board's
disclosure objectives and all relevant statutory, regulatory requirements.

The Charter, and the Committee’s fulfilment of its responsibilities there-under, are respectively reviewed
and evaluated annually and the findings thereof reported to the Board. The Committee’s performance
evaluation will next be undertaken during the upcoming financial year in accordance with disclosed
Company policy.

Induction and continuing education

Management, working with the Board, provide a comprehensive induction program for new Directors
which canvas the Company’s strategic plans, its significant financial, accounting and risk management
issues, its compliance programs, its Codes of Conduct, its management structure, its internal and
external audit programs, and Directors’ rights, duties and responsibilities. These processes are
designed to ensure that new Directors fully understand their role and are able to operate effectively
from the date of their appointment.

To assist Directors to gain a broader understanding of the Company, management also periodically
conducts additional presentations for Directors about the Company, and the factors impacting, or likely
to impact, on its businesses.

The Company also provides Directors with professional development opportunities to develop and
maintain the skills and knowledge needed to perform their ongoing role as Directors effectively.

Directors are also encouraged to personally keep up-to-date on topical and industry impacting issues.

Board access to information and independent advice

All Directors have unrestricted access to all employees of the Company and, subject to the law, access
to all Company records and information held by employees and external advisers. The Board receives
regular detailed financial and operational reports from Senior Management to enable it to carry out its
duties.

Consistent with the ASX Principles, each Director may, with the prior written approval of the Chairman,
obtain independent professional advice to assist the Director in the proper exercise of powers and
discharge of duties as a Director or as a member of a Board Committee. The Company will reimburse
the Director for the reasonable expense of obtaining that advice.

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Corporate Governance Statement

For the year ended 30 June 2020
Meetings of the Board and conduct of Meetings

The Board currently meets formally at least 9 times a year and on other occasions, as required. Senior
Management attend and make presentations at Board meetings as considered appropriate and are
available for questioning by Directors.

The Board and its Committees also regularly meet without the Chief Executive Officer or senior
executives present. Such sessions, in particular, deal with management performance and remuneration
issues, Board performance evaluation issues and discussions with external auditors to promote a robust
independent audit process.

The number of Board meetings that were held over the reporting period and the attendance of Directors
(both current and those retiring during the course of the reporting period) at these meetings are set out
in the Directors’ Report.

Conflict of interests

Directors are expected to avoid any action, position or interest that conflicts or appears to conflict with
an interest of the Group. This is a matter for ongoing consideration by all Directors, and any Director
who has a material personal interest in a matter relating to the Group’s affairs must notify the other
Directors of that interest.

The Group’s corporate governance standards, in particular the Board’s ‘Conflict of Interest Policy’
provide that when a potential conflict of interest arises, the Director concerned does not receive copies
of the relevant Board papers and withdraws from the Board meeting while such matters are considered.
Accordingly, in such circumstances, the Director concerned takes no part in discussions and exercises
no influence over other members of the Board.

The Conflict of Interest Policy is available via the corporate governance section of the Company’s
website.

Principle 3: Act ethically and responsibly

The Board is firmly of the view that the reputation and integrity of the Company, the Board and
employees will only be maintained through conducting its operating and corporate activities based on
adopting the highest ethical standards.

Code of Conduct

The Board has ensured that a Code of Conduct is in place to guide the Directors and each employee
of the Group and promote high ethical and professional standards and responsible decision-making.
The Code of Conduct clarifies the standards of behaviour that is expected of anyone who is employed
by or works for the Company and all subsidiaries, including Directors and employees (both permanent
and temporary), contractors and consultants when interacting with each other, customers,
shareholders, investors, suppliers and the community.

The Code of Conduct addresses, amongst other things:

 ethical conduct and expected behaviours based on the principles of openness, mutual
respect, fairness, honesty and integrity;

 compliance with the law;

 trading in Clean Seas’ securities;

 continuous disclosure compliance;

 privacy;

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Corporate Governance Statement

For the year ended 30 June 2020
 policies and procedures;

 intellectual property;

 integrity of records;

 improper payments, benefits or gains;

 confidentiality of information;

 identification and responsible management of conflicts of interests and related disclosure

protocols;

 protection of Group assets;

 personal transactions; and

 whistleblower protection.

The Code of Conduct is consistent with ASX Principles and the Code is available via the corporate
governance section of the Company’s website.

Whistleblower Protection Policy

The Company has a Whistleblower Protection Policy for confidential reporting of unacceptable or
undesirable conduct. The Whistleblower Protection Policy is designed to encourage employees to
confidently and responsibly (anonymously if they wish) raise any concerns and report instances of
unethical, fraudulent, non-compliant, suspicious or improper conduct without being subject to
victimisation, harassment or discriminatory treatment.

The Company will take all reasonable steps to protect a person who comes forward to disclose
unacceptable or undesirable conduct, including disciplinary action (potentially resulting in dismissal) of
any person taking reprisals against them.

Securities Trading Policy

The Board encourages Directors, Senior Executives and employees to own Clean Seas’ shares to
further align their interests with the interests of shareholders. Details of Directors’ shareholdings are set
out in the Directors’ Report under the heading ‘Shares held by Key Management Personnel’.

The Company’s Securities Trading Policy is available on the Company’s website.

The Securities Trading Policy:

 provides a summary of the insider trading prohibition and sets out the specific requirements in
relation to the buying, selling or otherwise dealing in the Company’s shares, or shares in other
companies;
 establishes procedures relating to buying and selling shares that provides protection to the
Company, Directors and employees so as to ensure they do not abuse, and do not place
themselves under suspicion of abusing, inside information that they have or may be thought to
have, especially in periods leading up to an announcement of Clean Seas’ results; and
 explains the type of conduct that is prohibited under the Corporations Act.

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Clean Seas Seafood Limited ACN 094 380 435 and Controlled Entities

Corporate Governance Statement

For the year ended 30 June 2020
The Company’s Securities Trading Policy specifically regulates share dealings by the following defined
‘Restricted Persons’:
 Clean Seas’ Directors;
 the following designated “Affected Employees”
o Chief Executive Officer;
o Company Secretary;
o all members of the Executive;
o all employees who report directly to members of the Executive;
o any other employee designated as a Restricted Person by the Company Secretary from
time to time for the purposes of the Policy;
 all immediate family members of Directors and Affected Employees; and
 companies, trusts and other entities controlled by Directors or Affected Employees.

All Clean Seas’ Directors and employees are prohibited from trading in Clean Seas' shares or other
securities while in possession of unpublished Clean Seas' price-sensitive information. Price-sensitive
information is information which a reasonable person would expect to have a material effect on the price
or value of securities.

Accordingly, under the Securities Trading Policy, Restricted Persons must not deal in Clean Seas’
shares if the Restricted Person is in possession of unpublished information that, if generally available,
might have a material effect on the price or value of the Company’s shares or influence investors in
deciding whether or not to buy or sell the shares.

Subject always to this, the Board has established a policy that Restricted Persons may trade in the
Company's securities at any time, but shall not deal in the Company's securities in the following periods:

 from midnight, 31 December until midday South Australian time on the next ASX trading day
after the day on which Clean Seas’ half-year results are released to ASX;

 from midnight, 30 June until midday South Australian time on the next ASX trading day after
the day on which Clean Seas’ full year results are released to ASX; and

 such other period of periods as the Board of Directors may determine from time to time.

Prior to trading in Clean Seas’ securities, a Director or senior executive must notify the Company
Secretary of their intention to trade. Directors must advise the Company, which in turn advises the ASX,
of any transactions conducted by them in the Company’s securities within five business days after the
transaction occurs.

Under the Policy, Non-Executive Directors, senior executives and employees may otherwise trade in
Clean Seas’ shares where there is unavoidable material hardship suffered by them or where required
to by law. In these exceptional circumstances, the Non-Executive Director, senior executive or
employee must discuss this matter with the Chairman before undertaking any trading. Approval will only
be granted if the request is accompanied by sufficient evidence that the proposed purchase, sale or
other dealing in Clean Seas' shares is the only reasonable course of action available in the
circumstances, the Restricted Person does not possess any price-sensitive information and a
declaration to this effect is made.

The Company’s Securities Trading Policy clearly prohibits the hedging of any economic exposure to
Clean Seas' shares whether that relates to unvested entitlements pursuant to any share or option based
incentive plan or to shares owned outright.

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Clean Seas Seafood Limited ACN 094 380 435 and Controlled Entities

Corporate Governance Statement

For the year ended 30 June 2020
Principle 4: Safeguard integrity in corporate reporting
The Board has established an Audit and Risk Committee (ARC) whose primary roles are to oversee:

 financial and corporate reporting;

 internal control structures;

 internal (or equivalent) audit functions;

 external audit functions; and

 risk management systems, with a particular focus on environmental, economic, social

sustainability and health and safety risks (refer further discussion at ASX Principle 7.)

The ARC is comprised of at least three Non-Executive Directors, the majority must be independent and
at least one member should have professional accounting, or professional financial management
expertise. Members will be financially literate, or become financially literate within a reasonable period
of time after appointment to the Committee.

The Chairman of the Committee must be an independent Non-Executive Director. The Chairman of the
Board of Directors is precluded from being the Chairman of the ARC.

The Committee meets at least four times per annum and otherwise as required. Two of the Committee
meetings are held prior to Board meetings at which the Group’s consolidated half year and annual
financial reports are adopted.

The Committee in FY20 was comprised of Mr Nick Burrows (Chairman), Mr Terry O’Brien and Ms
Raelene Murphy. Details of Committee member’s respective skills, qualifications and experience are
set out in the Directors’ Report. The number of Committee meetings that were held over the reporting
period and the attendance of Committee members (both current and those retiring during the course of
the reporting period) at these meetings are set out in the Directors’ Report.

The Board considers that all members of the Committee are financially literate and that the Committee
possesses sufficient financial expertise and technical knowledge of the industry in which the Company
operates to be able to discharge the Committee’s mandate effectively.

Pursuant to its Charter, the ARC is responsible for reviewing and making recommendations to the Board
on:
 the integrity of the Company’s financial and corporate reporting, in particular the half year and
annual financial reports;
 compliance with applicable accounting standards to give a true and fair view of the financial
position and performance of the Group;
 application of accounting policies;
 the systems for internal control established by management and the Board;
 the quality, adequacy and effectiveness of the external auditor and coordinates its operation
with the internal audit related activities; and
 the respective scope of both the external and internal audit, particularly the identified risk areas
and whether all material risks and financial reporting requirements are covered.
The Committee also:
 oversees the procedures for the selection and appointment (or removal) of the external auditor;
 oversees and assesses the effectiveness and independence of the external and internal
auditors;

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Corporate Governance Statement

For the year ended 30 June 2020
 evaluates and monitors the Company’s exposure to fraud;
 establishes and maintains the Company’s Whistleblower Protection Policy and related
processes; and
 actively monitors compliance with relevant laws, including the Corporations Act, taxation laws,
the requirements of ASIC and the ASX listing and business rules.

The Chief Executive Officer, Chief Financial Officer / Company Secretary, other members of senior
management and external auditors are invited to attend meetings on a regular basis, as required.

The members of the Committee also meet with the external auditors without management personnel
being present at least once per annum. These meetings address, amongst other things, whether the
external or internal auditors (as the case may be) have received co-operation from management and
whether there have been any impediments to carrying out their respective audits. The external auditors
have a direct line of communication with the Chairman of the ARC.

Before it approves the annual financial statements, the Board receives from the Chief Executive Officer
and the Chief Financial Officer a declaration in compliance with section 295A of the Corporations Act
that, in their opinion, the financial records of the Group 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 Group and that the opinion has been formed on the basis
of a sound system of risk management and internal control which is operating effectively.

External Auditors

As part of the Company’s commitment to safeguarding integrity in financial and corporate reporting, the
Company has implemented policies and procedures to monitor the independence and competence of
the Company’s external auditors.

The Company’s external auditors for the financial year are Grant Thornton. The effectiveness,
performance and independence of the external auditor is annually reviewed by the ARC. If it becomes
necessary to replace the external auditor for performance or independence reasons, the ARC will act
in accordance with the Appointment of External Auditor Policy which is available on the Company’s
website.

The Corporations Act requires external auditors to make an annual independence declaration,
addressed to the Board of Directors, declaring that the auditors have maintained their independence in
accordance with the Corporations Act 2001 and the rules of the professional accounting bodies.

Grant Thornton’s existing policy requires that its audit team provide such a declaration and a declaration
was provided to the ARC and the Board for the financial year ended 30 June 2020. The independence
declaration forms part of the Directors’ Report and is set out in the Annual Report.

In accordance with Grant Thornton's policy, audit partners are rotated off the audit every five years and
audit managers every seven years.

Information about the total remuneration of the external auditor, including details of remuneration for
any non-audit services, is set out in the notes to the financial report.

The ARC has assessed the other services provided by Grant Thornton in the financial year and taking
into account the Committee’s related guidelines has concluded that the auditor’s independence has not
been compromised.

Consistent with the ASX Principles, Grant Thornton attends and are available to answer questions at
the Company’s Annual General Meeting relevant to the audit and the preparation and content of the
Auditor’s Report.

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Clean Seas Seafood Limited ACN 094 380 435 and Controlled Entities

Corporate Governance Statement

For the year ended 30 June 2020
Principle 5: Make timely and balanced disclosure
The Company understands and respects that timely disclosure of price sensitive information is central
to the efficient operation of the Australian Securities Exchange’s securities market and has adopted a
comprehensive continuous disclosure policy covering all announcements to the Australian Securities
Exchange.

The Company is committed to complying with its continuous disclosure obligations under the ASX
Listing Rules and the Corporations Act and by doing so ensuring that all shareholders and investors
have equal and timely access to material information concerning the Company including its financial
position, performance, ownership and governance.

The Company’s Continuous Disclosure Policy is consistent with the ASX Principles and has been
formulated with reference to related ASX Guidance Notes and related ASIC Regulatory Guides. The
Policy sets out the measures adopted by the Company to ensure its continuous disclosure obligations
are met. The Policy attributes accountability at a senior executive level for that compliance. In particular,
the Policy sets out how information will be identified, considered for disclosure and then (if necessary)
disclosed by the Company to the market.

The Company’s Continuous Disclosure Policy is available on the Company’s website.

Pursuant to the Policy, announcements made by the Company must be timely, factual, not omit material
information, and be expressed in a clear and objective manner that allows investors to assess the
impact of the information when making investment decisions.

The Policy is designed to:

 provide guidance as to the types of information that may require disclosure, including examples
and practical application of the rules;
 provide quantitative and qualitative materiality guidelines and interpretative guidance to assist
in determining whether information is, or may be, material;
 provide guidelines and interpretative guidance to assist in determining whether information is,
or may be, confidential pursuant to the Listing Rules;
 providing practical guidance for dealing with market rumours, market analysts and the media;
 identifying the correct channels for passing on potentially market-sensitive information as soon
as it comes to hand; and
 establishing regular occasions at which Senior Executives and Directors are actively prompted
to consider whether there is any potentially market-sensitive information which may require
disclosure.

The Company’s website contains copies of all ASX announcements covering such publications as
annual financial reports, half year results, Notices of Meeting, media releases and analyst and investor
briefings, with the latter released prior to or simultaneously with the commencement of the briefing.

The Company may appoint a Disclosure Committee which is allocated the responsibility for approving
the substance and form of public disclosure and communications with investors. Significant ASX
announcements (such as announcements of financial results, market guidance or major transactions)
are the subject of full Board approval

The Company Secretary is the nominated disclosure officer and has responsibility for overseeing and
coordinating disclosure of information to the Australian Securities Exchange and administering the
Policy.

The Board regularly evaluates the Policy to ensure that is effective in ensuring accurate and timely
disclosure in accordance with the Company’s disclosure obligations and that it remains consistent with
best practice in the market place.

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Clean Seas Seafood Limited ACN 094 380 435 and Controlled Entities

Corporate Governance Statement

For the year ended 30 June 2020

Principle 6: Respect the rights of security holders

The Company recognises the importance of effective, forthright, clear and transparent communication
as a key plank in building shareholder value and a core element of best practice corporate governance.

Clean Seas is committed to delivering communications that are in plain, easily understood language
with the primary aim of ensuring that all its stakeholders can find the information they need, read it,
understand it, and use it in a useful and practical way.

Accordingly, the Board has adopted a Communications Policy which requires communication with
shareholders in an efficient, open, balanced, regular and timely manner so that the market has sufficient
information to make informed investment decisions on the operations and results of the Company. The
Policy is available on the Company’s website.

The Board is committed to monitoring ongoing developments that may improve the Company’s
shareholder communication practices, including technological developments, regulatory changes and
the continuing development of market place “best practice” and whenever reasonably practicable to
implement changes to the Company’s communication protocols to reflect any such developments.

The Company’s website (www.cleanseas.com.au) is a pivotal plank in the Company's electronic

communication strategy with shareholders and the market. It has been designed to enable information
to be obtained in a clear and readily accessible manner. The Company has a dedicated Corporate
Governance section on the Company’s website which supplements the communication to shareholders
in the Annual Report regarding the Company’s corporate governance policies and practices.

Electronic communication with Shareholders is also encouraged and is further facilitated via the Group’s
external Share Registry and their electronic communication and reporting platforms.

The Company posts all reports, Australian Securities Exchange and media releases, copies of
significant business presentations and speeches on the Company’s website.

In addition to its formal disclosure obligations under the ASX Listing Rules, the Company’s
communications strategy promotes regular communication of information to Shareholders through a
range of other forums and publications. These include:
 the Company’s Annual General Meeting and accompanying notices and explanatory
memoranda;
 the Chairman’s and Chief Executive’s address at the Annual General Meeting;
 distribution of the annual and half yearly reports; and
 trading updates and market/investor briefings.

The Company recognises the importance of the relationship between the Company and investors and
analysts. From time to time the Company conducts analyst and investor briefings. In these cases, the
following protocols will apply:
 No information which could be expected to have a material effect on the price or value of the
Company’s securities will be disclosed at these briefings unless it has been previously or is
simultaneously released to the market.
 If material information of the kind outlined above is inadvertently released it will immediately be
released to the market via the securities exchange and be available on the Company’s website.
 Questions at briefings that deal with material information not previously disclosed will not be
answered.
 The Company will lodge a copy of any presentation material with ASX prior to the start of the
briefing and then post on the Company’s website.

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Clean Seas Seafood Limited ACN 094 380 435 and Controlled Entities

Corporate Governance Statement

For the year ended 30 June 2020
Where requested to do so, the Company may review analysts’ research reports but will confine
comments to factual matters and material previously disclosed. The Company may comment on
analysts’ earnings estimate to the extent of:

 acknowledging the current range of estimates;

 questioning an analyst’s assumptions or sensitivities if the analyst’s estimate is significantly at

variance from current market range estimates; and

 advising factual errors where data is already in the public domain.

Forecast information will not be provided by the Company unless it has already been disclosed to the
market.

Annual General Meeting (‘AGM’)

The Company’s AGM is a major forum for shareholders to ask questions about the performance of the
Company and also provides an opportunity for shareholders to provide feedback to the Company about
information provided to shareholders.

The Board encourages and welcomes shareholder attendance at, and participation in, the AGM at
which the external auditor is available to answer shareholder questions about the conduct of the audit
and preparation and content of the Independent Audit Report.

Shareholders are encouraged to use this opportunity to ask questions of the Board and the external
auditor.

As a result of the COVID-19 pandemic, and restrictions on travel and large gatherings, the Company
plans to conduct a “virtual” AGM, using technology to allow shareholders to attend the meeting and
participate despite the restrictions. This meeting will be held in accordance with Corporations Act 2001
guidelines for such events.

The Notice of Annual General Meeting will be provided to all shareholders and posted on the Company’s
website.

To encourage participation in General Meetings, the Board has adopted Guidelines for Notices of
Meetings. They provide clear procedures which the Company will follow to ensure that shareholders
have the opportunity to attend and vote in a fully informed manner on the matters to be considered at
General Meetings.

Principle 7: Recognise and manage risk

The Company strives to foster a risk-aware corporate culture in all decision making. Through skilled
application of high quality, integrated risk analysis and management, Clean Seas seeks to exploit risk
in order to enhance opportunities, reduce threats, and so sustain competitive advantage.

To support this commitment, risk analysis is applied to all facets of the business by management at
appropriate levels, following the principles outlined in the Company’s ‘Procedures for the Oversight and
Management of Material Business Risks’.

Risk management framework

The Company does not currently have a formalised internal audit function, however has a
comprehensive risk policy and risk management framework incorporating an internal compliance and
control system. These underpin the ongoing evaluation and continual focus on improving the
effectiveness of the Group’s risk management and internal control processes.

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Clean Seas Seafood Limited ACN 094 380 435 and Controlled Entities

Corporate Governance Statement

For the year ended 30 June 2020
The Company’s risk management system is supported by a well-structured framework and policy,
based on the guidelines from ISO 31000:2009 Risk Management – Principles and Guidelines (ISO
31000) and the ASX Principles.

The Board and Management undertake a proactive and structured approach to risk management in all
aspects of the Company’s business activities particularly any major proposed projects and/or
investments, changes in the nature of the Company’s activities and/or operating environment, or when
venturing into new operating environments which may present different risk profiles.

The Company ensures that the material business risks that are faced, or which the Company will be
potentially exposed to, are robustly assessed and identified as an integral element of pursuing its
business objectives.

These risk categories include, but are not limited to: credit, market-related, liquidity, economic,
environmental, social sustainability, environmental, health and safety, operational, compliance and
regulatory, strategic, reputation or brand, technological, product or service quality, and human
resources risks.

Risk ratings are determined by analysing each material risk for the likelihood of occurrence and the
possible consequence should the risk occur. Consideration is also given to the level of current controls,
systems and strategies which exist to manage the risk. Mitigation strategies (where possible) are
identified and considered for all materially rated risks until those risks are managed to, and maintained
at, a level acceptable to the Board.

Formal risk management reports and updates on the Company’s management of its material business
risks, including changes to the Company’s material business risk profile are reported to the Executive,
the ARC (refer Principle 4 for further details) and the Board. The Company’s risk registers and individual
risk ratings are also used to document risks, develop mitigation actions and assign accountabilities.

Risk oversight and responsibilities

The Board has overall responsibility for overseeing the establishment and implementation of the risk
management system.

The Board is also responsible for reviewing the Company’s policies on risk oversight and management
and satisfying itself that management has developed and implemented a sound system of risk
management.

The Board reviews and monitors the appropriateness of:

 the Company’s risk management policy and strategy;

 the risks identified as the material risks facing the Company;

 the control monitoring and reporting mechanisms are in place;

with the assistance of updates provided by the ARC and management.

The Board is appraised, at least on an annual basis, and continues to review the ‘Risk Profile’ of the
Company and the adequacy and effectiveness of the risk management systems in place. This review
occurred in FY20 and a detailed review of business risks will continue to occur in Board meetings
throughout FY21.

The ARC assists the Board in discharging its responsibilities to set the risk appetite, promote awareness
of a risk-based culture, oversee the risk profile and recommend the risk management framework of the
Group to the Board.

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Clean Seas Seafood Limited ACN 094 380 435 and Controlled Entities

Corporate Governance Statement

For the year ended 30 June 2020
Under its Charter, the ARC ensures management has established and operates a business risk
management system which is designed to:

 identify, assess, monitor and manage material business risk; and

 inform investors of material changes to the Company’s risk profile.

More specifically, the ARC:

 reviews and monitors the risk management framework;

 ensures there is, and evaluates the effectiveness of, a satisfactory system for monitoring the
relevant risk profile, mitigation and management practices; and

 ensures the development and ongoing review of appropriate risk management policies.

More generally, the Board receives regular reports from the Chief Executive Officer and management
on compliance with the Company’s risk management policy. The Chief Executive Officer approves
operational risk policy and strategy; reviews operational risk reports for the Company as a whole; and
supports an environment that promotes prudent risk management practice.

The executive team, in partnership with the Chief Executive Officer, ensures a structured and consistent
risk management approach is adopted throughout the Company; sets standards for operational risk
documentation and monitoring; co-ordinates overall risk profile and risk action plan reporting; prioritises
material risks for the Company; develops and communicates Company policy and information about
the risk management program to all staff; and establishes appropriate reporting processes to the ARC
and the Board.

All management and staff are responsible for the management, monitoring and reporting of risks. The
Company is striving to create an environment where managing risk is accepted as the personal
responsibility of each staff member in the achievement of their organisational goals and objectives.

The Board also acknowledges its obligation to inform the market of a change to its risk profile under the
continuous disclosure policy, where the change is likely to have material impact on the price or value
of shares in the Company.

Economic, environmental and social sustainability risks

The nature of its agribusiness operations, products, location, land / sea tenure and future growth
strategies exposes the Group to a range of material economic, environmental and social sustainability
risks. In particular, the Group is subject to Commonwealth and State regulations governing marine and
hatchery operations, processing, land tenure and use, environmental requirements, (including site
specific environmental licences, permits, and statutory authorisations), workplace health and safety
legislation and trade and export licensing requirements.

The Group’s Management regularly and routinely monitor compliance with the relevant environmental
regulations and compliance is regularly reported to the Board.

The Group has well established procedures to monitor and manage compliance with existing
environmental regulations and new regulations as they come into force.

Risk management practices to identify, assess, monitor and manage these risks are undertaken in
accordance with and as an integral part of the risk management framework and oversight and
monitoring responsibilities outlined previously.

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Clean Seas Seafood Limited ACN 094 380 435 and Controlled Entities

Corporate Governance Statement

For the year ended 30 June 2020
Principle 8: Remunerate fairly and responsibly
The Board of Clean Seas recognises the Company should pay Director remuneration sufficient to attract
and retain high quality Directors and design its executive remuneration to attract, motivate and retain
high quality senior executives and to align their interests with the creation of value for security holders.

The Company is accordingly committed to ensuring that it has competitive remuneration practices and
sound remuneration policies that are both appropriate and fair.

Details on the Company’s remuneration policies and practices are set out in the Remuneration Report
which forms part of the Directors’ Report. The Remuneration Report includes details of remuneration
of Directors and other Key Management Personnel of the Company and details of the Company’s Long-
term Incentive Plans.

Remuneration and Nominations Committee

The Remuneration and Nominations Committee assists the Board in discharging its responsibilities in
relation to remuneration policies and practices across the Company. Under its Charter, the
Remuneration and Nominations Committee reviews and makes recommendations to the Board relating
to:
 remuneration policy and arrangements for Directors;
 the remuneration of the Chief Executive Officer and other senior executives, including fixed and
variable components with both a short term and long term focus;
 the review of performance of the Chief Executive Officer and other senior executives;
 succession planning for senior executive positions;
 incentive schemes and related performance target and bonus strategies;
 employee equity based remuneration practices;
 recruitment, retention and termination policies for senior executives;
 superannuation arrangements;
 personnel practices;
 industrial relation strategies; and
 the general remuneration policy and practices of the Company, having regard to comparative
and competitive remuneration practices in relevant employment markets.

The Committee is vigilant in monitoring the potential for, or perception of, conflict of interest regarding
Executive Director involvement in Board decisions on remuneration packages and also in monitoring
the involvement of management generally in Committee discussions and deliberations regarding
remuneration policy.

No senior executive is directly involved in deciding their own remuneration.

The Remuneration and Nominations Committee has deliberated over remuneration practices during the
course of the year, to ensure the Company’s Policy and practices are fully compliant with all applicable
laws and regulatory guidelines and clearly fall within the community’s expectations of appropriate
remuneration and reward practices.

A copy of the Company’s Remuneration Policy is available on the Company’s website.

Further details of the composition and operation of the Remuneration and Nominations Committee can
be found in Principle 2.

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Clean Seas Seafood Limited ACN 094 380 435 and Controlled Entities

Corporate Governance Statement

For the year ended 30 June 2020
Remuneration policy: Non-Executive Directors

In accordance with best practice corporate governance, the remuneration of Non-Executive Directors
is structured separately from that of Executive Directors and senior executives.

The Company’s Non-Executive Directors receive only fees (including statutory superannuation where
applicable) for their services and the reimbursement of reasonable expenses. The Board reviews its
fees to ensure the Company’s Non-Executive Directors are fairly remunerated for their services,
recognising the level of skill and experience required to conduct the role and to have in place a fee
scale which enables the Company to attract and retain talented Non-Executive Directors.

The advice of independent remuneration consultants is taken from time to time so as to establish that
Directors’ fees are in line with market standards.

Non-Executive Directors do not receive any shares, options or other securities in addition to their
remuneration and are not eligible to participate in any Company share plans or any other incentive
plans that may be in operation. They do not receive any retirement benefits (other than compulsory
superannuation).

The aggregate remuneration paid to all the Non-Executive Directors (inclusive of statutory
superannuation) may not exceed the current “fee pool” limit of $600,000. This ‘fee pool’ is only available
to Non-Executive Directors, as Board membership is taken into account in determining the remuneration
paid to Executive Directors as part of their normal employment conditions.

Annual Directors’ fees in FY20 were set at $150,000 for the Chairman of the Board and $70,000 for
Non-Executive Directors.

Additional fees were paid for Board Committee membership (other than to the Chairman of the Board)
on the following basis:
 Remuneration and Nomination Committee Chair fee to $12,000 and the member fee to $6,000;
and
 Audit and Risk Committee Chair fee to $15,000 and the member fee to $7,500.

Following Helen Sawczak retirement as a Non-Executive Director in June 2020, the Board elected not
to find a replacement, which reduced the number of Non-Executive Directors from 6 to 5. Additionally
the Directors agreed to a 20% reduction in their fees, effective from 1st August 2020 until further notice.

From time to time, the Board may ask individual Directors to devote extra time or to undertake extra
duties. Directors who undertake these tasks at the Board's direction may receive extra amounts based
on commercial terms.

Details of the remuneration of each Director are set out in the Remuneration Report.

The structure and disclosure of the Company’s remuneration of Non-Executive Directors is consistent
with the ASX Principles.

Remuneration Policy: Executive Directors, Chief Executive Officer and Senior Executives

The fundamental objective of the Company’s Remuneration Policy is to foster and maintain behaviour
that supports the sustained financial performance of the Group and to reward executive and
management efforts which increase shareholder value.

The Company aims to reward Executive Directors, the Chief Executive Officer and other senior
executives with a level and mix of remuneration commensurate with their position and responsibilities
within the Company, and so as to:

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Corporate Governance Statement

For the year ended 30 June 2020
 reward them for business unit and individual performance against targets set by reference to
appropriate benchmarks and key performance indicators;

 align their interests with those of shareholders;

 link their reward with the strategic goals and performance of the Company; and

 ensure their total remuneration is competitive by market standards.

Remuneration may consist of both fixed and variable remuneration components. In particular,
remuneration packages may consist of any or all of the following:

 annual salary based on conditions and the relevant market - with provision to recognise the
value of the individuals' personal performance and their ability and experience;

 ad hoc rewards, special payments and other measures available to reward individuals and
teams following a particular outstanding business contribution;

 bonuses - a lump sum payment related to achieving target achievement of identified business
drivers and personal key performance indicators (“KPI’s”) measured over a year;

 share participation – to the extent that any shareholder approved equity based incentive plans
are in operation from time to time; and

 other benefits such as holidays, sickness benefits, superannuation payments, long service
benefits and motor vehicles.

In the event of serious misconduct or if the Group financial results on which any short-term and / or
long-term incentive was based are subsequently found by the Board to have been the subject of
deliberate material management misstatement, the Board will require repayment of the relevant short-
term and / or long-term incentive, in addition to any other disciplinary actions.

These arrangements reflect contemporary remuneration practices and are consistent with the ASX
Principles. Further details are set out in the Remuneration Report.

A copy of the Company’s Remuneration Policy is available on the Company’s website.

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