The PPECB is a statutory body constituted in accordance with Section 4 of the PPEC Act. The PPECB Board comprises eleven non-executive Board members representing the industries in which the PPECB operates. An independent non-executive member has not been appointed as a lead independent; as such, an appointment is not provided for in the PPEC Act.

To discharge its duties more effectively, the Board has approved and delegated authority over specific matters to committees.

There are two Board Committees – an Audit Committee and a Human Resources and Ethics Committee where social and ethics matters are considered and discussed.

Following the identification of focus areas as a result of undertaking a sustainability assessment in the previous reporting period, the RISCO reviews progress with respect to the identified focus areas on a quarterly basis. The table below provides a high-level overview of the identified actions, progress and scoring as at the end of the financial year.

During the period of review, the Board members participated in a self-appraisal process to determine the extent to which the Committees and Board comply with their charters and to review and improve upon their performance. The outcomes of the process were presented at the Board strategy session in August 2024. Overall, the Board scored over 70% with respect to the majority of the questions posed, which indicates that the Committee and Board are effective with respect to compliance with its charters. The Likert scale of scoring was used, and where responses indicated strong disagreement, disagreement or no opinion, further information was provided to the Board. Action points were identified, some of which are still in progress, which will improve the Committee and Board’s overall compliance with its charters.

Remedial actions included fraud risk and combined assurance awareness, audit committee training, the inclusion of conflict resolution provisions in the EXCO charter, a review of the Communication policy and an agreed approach to engage with the Chairperson of the Board should Board members require mentoring and professional development. Some of these actions are still in progress, which will improve the Committee and Board’s overall compliance with its charters.

The PPECB continues to use a digital board portal, which allows for efficient preparation and provision of meeting packs, provides a central, secure platform to access meeting documents, and provides for electronic approval and signature of documents and meeting minutes.

The PPECB Board endeavours to lead ethically, effectively and with integrity. During the period of review, the PPECB legal department reviewed and re-drafted the Code of Conduct in an effort to simplify the content and ensure that employees can easily apply it in their daily activities. The revised Code of Conduct was drafted from the employees’ perspective and utilises wording such as ‘our’ and ‘we’, for example, ‘We foster a culture of respect’. The updated Code of Conduct was approved by the Board in March 2025.

The PPECB has an independently managed fraud and ethics hotline to monitor and promote awareness of potentially unethical employee behaviour. Ethics Hotline calls and the investigation of such calls are reported to the Audit Committee. During the reporting period, the PPECB legal department created awareness in the People Connect sessions. The PPECB’s independent serviceprovider, Whistle Blowers Pty Ltd, also provided online training sessions in November last year. The purpose of the awareness and training sessions was to ensure that employees use the appropriate platforms to report illegal or unethical business practices. An infographic was also circulated to raise further awareness.

The PPECB has a Board member and employee declaration of interest and gift policy to ensure that Board members and employees act in good faith when discharging their duties. Employees and Board members are required to disclose any interests on an annual basis and as these arise. Board members are also required to disclose any interests relating to agenda items of a particular meeting. Such disclosures must be made before discussing the agenda item and via an electronic attendance/ declaration register, which is circulated at every committee and Board meeting. An annual audit of employee declarations of interest is conducted. Where required, employees are requested to submit updated declarations of interest.

The PPECB’s EXCO accepts its responsibility to address matters of significant concern for all stakeholders, taking into account the need for accountability.

The Portfolio Committee on Agriculture meets with the PPECB in Parliament twice a year. The Chairperson, and/or Vice- Chairperson and members of the Executive Management team, if requested, represent the PPECB at these meetings.

The PPECB’s strategic plan and budget for the following year are tabled at the April meeting, while its financial results and annual report for the preceding year are tabled at the September meeting. The oversight role that the Portfolio Committee plays forms part of the PPECB’s overall governance.

The Operational MANCO is made up of ECXO, general managers, regional operations managers and other senior managers. Operational MANCO meetings provide a platform to communicate and share information on day-to-day operational and ICT matters at a senior management level. During the period of review, it was agreed that meetings would be held on a quarterly basis.

While the Operational MANCO does not have any specific authority delegated to it, it remains an important middle-management forum that contributes to decision-making in the organisation.

Any organisational ethics outcomes may be addressed by the RISCO or at the Operational MANCO meetings and, where appropriate, directly with employees.

All legal, company secretarial and corporate governance matters are managed by the in-house Legal and Corporate Governance Manager, with the assistance of an Assistant Legal Advisor and Junior Legal Advisor, all of whom are suitably qualified employees. The Legal and Corporate Governance Manager ensures that the Board and Board members have access to professional guidance on corporate governance and legal matters. The Legal and Corporate Governance Manager also coordinates the functioning of the Board and its subcommittees and contracts with external specialist service providers on legal or corporate governance matters, if required.

The Legal and Corporate Governance Manager fulfils the role of a company secretary for the EXCO and the Board and its committees.

The PPECB has various written policies and procedures supporting management and employees for the day-to-day functioning of the business. The PPECB Board approves organisational policies, and the relevant departmental general managers approve operational policies. The Board approves organisational policies and operational procedures are approved by the appropriate departmental EXCO member.