Maxim Krok – Non Executive Chairman, Chairman of the Remuneration Committee – B Proc. LLB

Over the past 30 years, Maxim Krok’s positions have included Chairman, Executive and Non-Executive Director and Shareholder of numerous private and public companies. His experience is in a remarkably diverse range of sectors including pharmaceuticals, cosmetics and toiletries, medical equipment and disposables, hygiene and sanitation, charcoal and salt production, property development, amusement parks, casinos, hotels and conferencing and retail
supermarkets.

Over the last seven years, Maxim has been a Non-Executive Director of Heritage Brands Limited.

William McCartney – Non-Executive Director, Member of the remuneration committee Former MD and CEO of the Bronson and Jacobs Group, Sunspirit Aromatherapy, Australian Plantations, Essential Oils Of Tasmania, Bridestowe Estate, KenKay Pharmaceuticals for over 35 years, former Non-Executive Director Leap Legal Software. Currently, Group Director Business Development Bontoux SA William has over 40 years’ experience in the cosmetic fragrance, toiletry, food and flavour industries in Australia, South East Asia and China

Stephen has been the CEO of the APA since 2011. He brings to the Association more than 30 year of broad experience in senior management, corporate governance, risk management, company secretarial, corporate finance and accounting roles.

He has also had broad community experience in many NFPs, charities and sporting clubs. Stephen is responsible for developing programs and maintaining contact with other NFPs and in particular our major partners, such as Ambulance Victoria.

He also works closely with our corporate partners and sponsors. Prior to joining the APA Stephen served as CEO of Creative Brands Pty Ltd, which in August 2010 was acquired by Heritage Brands (NSX:HBA) where he currently serves as Non-Executive Director and Chairman of its Audit Committee. From 1997-2007 Stephen was Finance Director and Company Secretary (1987-2007) of ASX listed Lemarne Corporation Ltd (ASX:LMC).

Stephen attained a Bachelor of Laws and a Bachelor of Commerce from Melbourne University and has a Diploma in Corporate Management. He is a Fellow of CPA Australia and the Governance Institute of Australia, where he lectured, as well as a Justice of the Peace.

A Chartered Accountant with extensive Board experience in both private and public listed companies. His experience, from both an investor and investee perspective, spans a diverse range of industries including manufacturing, environmental, distribution and services.

Mr Kaplan is the former CEO and MD of CVC Private Equity Limited and has served as a non-executive Director and Chairman of a number of unlisted companies and ASX listed companies.

Jim Filis has a track record of success in total EBIT improvement. His most recent experience prior to joining the Heritage Brands team was in advisory, consulting to the ecommerce sector. Prior to this Jim held roles as CFO at Remedy Drinks, CFO at Coca Cola Amatil – SPC Division, George Western Foods, Coles, a leading Australian supermarket retailer and at Nestle, the world’s largest food multinational.

Jim is passionate to mentor, develop and coach high performing finance teams whilst adding value by thinking strategically enterprise wide. His key strengths are his well-versed skills to champion strategic change and continuous improvement whilst partnering with executive leadership teams and key business stakeholders.

Other areas of expertise are being an overall strategy expert during times of change, financial statement management, finance team leadership, business divestment, financial planning and analysis, commercial business partnership, business transformation and portfolio optimisation.

COMMITTEE CHARTERS

The Board of Directors has established the following standing committees — the Audit Committee, the Compensation Committee (which includes the Stock Plan Subcommittee), and the Nominating and Board Affairs Committee.

CORPORATE GOVERNANCE STATEMENT 31 JULY 2018

The Board of Heritage Brands Ltd (“the Company”) is committed to maintaining the highest standards of corporate governance. Corporate governance is about having a set of values that underpin the Company’s everyday activities and values that ensure fair dealing, transparency of actions and to protect the interests of stakeholders. The Company has been guided by the principles of corporate governance promoted by the National Stock Exchange (NSX). This statement outlines the main corporate governance practices followed by the Company, which take into account the operational requirements of the Company. The Company’s corporate governance framework includes a Board Charter and various policies, which are reviewed each year.

ROLE OF THE BOARD AND MANAGEMENT

The Board’s primary role is the overall operation and stewardship of the Company for the protection and enhancement of long-term shareholder value. To fulfil this role, the Board is responsible for setting the overall strategic direction, financial objectives and operational goals of the Company and monitoring management’s implementation of these. The Board is also responsible for overseeing succession planning for directors and senior management, determining remuneration for senior management and for directors (within shareholder approved limits), identifying and managing risk, monitoring the integrity of internal control and management information systems and approving and monitoring financial and other reporting. The Board has delegated responsibility for the day-to-day operations and administration of the Company to the senior management team and these responsibilities are delineated by formal delegated authority. These responsibilities are reviewed against appropriate performance indices and updated at regular intervals including annual salary reviews and setting of the Company’s key milestones.

BOARD SIZE AND COMPOSITION

The Board determines its size and composition, subject to the limits imposed by the Company’s Constitution, which requires a minimum of three and a maximum of ten directors. From time to time the Board may review the appropriate number of directors and may resolve to appoint additional directors who possess skills that will add value of the Board. New appointments are to be ratified by the members at the next Annual General Meeting.

ROLE OF THE CHAIRMAN

The Chairman, who is elected by the Board, presides over Board meetings and General Meetings of the Company. The Chairman’s responsibilities include providing effective leadership and ensuring effective performance of the Board and any committees and representing the views of the board to all relevant stakeholders. The Chairman is a non-executive director.

BOARD MEETINGS

Board meetings are held in accordance with a calendar agreed to by Board members. The Chairman or any Director may convene additional meetings if required. The Chairman establishes meeting agendas to ensure adequate coverage of financial, strategic and major risk areas throughout the year.

ACCESS TO INFORMATION AND ADVICE

All Directors have unrestricted access to Company’s records and information. The Board collectively, and each Director individually, has the right to seek independent professional advice at the Company’s expense to help them carry out their responsibilities. The Chairman’s prior approval is required, and it may not be unreasonably withheld and, in its absence, Board approval must be sought before committing to independent professional advice.