GOVERNANCE A. BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) i. Board Responsibilities (cont’d) 6. Board Committees (cont’d) Audit Committee The AC assists in providing oversight of the Group’s financial reporting, disclosure, regulatory compliance, and monitoring of internal control processes. Additionally, the AC reviews the quarterly financial results, unaudited and audited financial statements, internal and external audit reports, reportable related party transactions, conflict of interest and potential conflict of interest situations. The composition, number of meetings held, and a description of the activities carried out by the AC during the year are detailed in the AC Report as set out in this IAR2025. A copy of the AC’s Terms of Reference is available on the Group’s website at https://www.zetrix.com/investorrelations/governance/ 7. Board Charter The Group has established a Board Charter to promote high standards of corporate governance. The Board Charter provides guidance and clarity to Directors and Management regarding the roles of the Board and its Committees. It outlines the key values and principles of the Group, as well as the duties and responsibilities of the Board, the Chairman of the Board, the Group Managing Director, Independent Directors and Board Committees. The Board Charter also provides structured guidance and ethical standards for the Board to follow in discharging their duties and operating practices. The Board has a formal schedule of matters reserved for its deliberation to ensure robust governance practices are in place for the Group. These schedules of matters reserved include: • Conflict of interest issues relating to a substantial shareholder or a Director including approving related party transactions; • Material acquisitions and disposal of assets not in the ordinary course of business including significant capital expenditures; • Strategic investments, mergers and acquisitions and corporate exercises; • Limits of authority; • Treasury policies; • Risk management policies; • Key human resource issues; and • Business plans. The Board Charter is reviewed annually by the Board to ensure it remains aligned with changes in legislations and best practices, maintaining its effectiveness and relevance to the Board’s objectives. A copy of the Board Charter is available on the Group’s website at https://www.zetrix.com/investor-relations/ governance/ 8. Code of Conduct, Code of Ethics, Code of Business Ethics and Conflict of Interest Policy The Group has established a Code of Conduct, Code of Ethics, and Code of Business Ethics to promote a corporate culture that encourages ethical conduct throughout the organisation. The Board is committed to fostering this culture across the Group. The Code of Conduct is founded on principles of trust, integrity, responsibility, excellence, loyalty, commitment, dedication, discipline, diligence and professionalism. The Code of Ethics is based on the principles of sincerity, integrity, transparency, accountability and corporate social responsibility. The Code of Business Ethics outlines the standards of ethical business practices and conduct expected from all business associates. The Group upholds these principles and values in its dealings with employees, customers, suppliers, and business partners. CORPORATE GOVERNANCE STATEMENT (cont’d) 171
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