Corporate governance statement and Appendix 4G
Released
Released
Announcement PDF
Plenti Group Limited ABN 11 643 435 492
20 May 2026 ASX RELEASE
Corporate Governance Statement
Plenti Group Limited (ASX:PLT) provides the attached Corporate Governance Statement and
Appendix 4G.
Authorised for release by the Board of Plenti Group Limited.
For more information please contact:
Adam Bennett
Chief Executive Officer
shareholders@plenti.com.au
Miles Drury
Chief Financial Officer
About Plenti
Plenti is a fintech lender. We provide faster, fairer loans by leveraging our smart technology.
We offer award-winning automotive, renewable energy and personal loans, delivered by our proprietary
technology, to help creditworthy borrowers bring their big ideas to life.
Since our establishment in 2014, our loan originations have grown consistently, supported by diversified loan
products, distribution channels and funding, and underpinned by our exceptional credit performance and
continual innovation.
For more information visit plenti.com.au/shareholders.
Corporate Governance Statement
Plenti Group Limited
ACN 643 435 492
20 May 2026
2 Plenti Group Limited
20 May 2026
Corporate Governance Statement
Introduction
This Corporate Governance Statement, which has been approved by the Board of Plenti Group Limited (Plenti or Company), sets out
Plenti’s corporate governance framework, policies and practices for the Reporting Period ending 31 March 2026 (Reporting Period).
This Corporate Governance Statement complies with the fourth edition of the ASX Corporate Governance Council’s Principles and
Recommendations (ASX Principles and Recommendations).
Plenti’s approach to corporate governance
Corporate governance is the framework of systems, policies, rules and relationships by which a business functions, including how decision-
making occurs, how authority is exercised and controlled and the means through which people are held accountable.
The Board is committed to effective and responsible corporate governance and believes that good governance outcomes are achieved
through exemplary ethics, transparency, and openness. Plenti’s corporate governance policies and charters are publicly available on its
website at https://www.plenti.com.au/shareholders/corporate-governance/ (Website).
Plenti’s corporate governance framework establishes the roles, duties and responsibilities of Plenti’s Board and management, and
incorporates Plenti’s values, Code of Conduct and risk management framework. The corporate governance framework has been designed
to reinforce Plenti’s commitment to always acting lawfully, responsibly and ethically in pursuing its business operations and strategic
objectives.
3
Corporate Governance Statement
Principle 1: Lay solid foundations for
management and oversight
Recommendation 1.1
Have and disclose a board charter that sets out the
roles and responsibilities of the Board and management
The Board has adopted a charter (Board Charter) which sets out
the role and function of the Board, the structure of the Board and
its committees, those matters expressly reserved for the Board
and Board Committees, and those responsibilities that have been
delegated to the Chief Executive Officer and management.
A copy of the Board Charter is available on Plenti’s Website.
Recommendation 1.2
Undertake appropriate checks before appointing
a director or senior executive and provide
securityholders with material information
The People and Culture Committee identifies and makes
recommendations to the Board for the appointment of Board
candidates, having regard to their skills, experience and expertise.
Appropriate checks, consistent with those set out in the ASX
Principles and Recommendations, are undertaken to verify the
suitability of potential Board candidates and senior executives.
Any material information concerning a Board candidate is
subsequently disclosed to Plenti securityholders as part of the
election or re-election process of that Board candidate. The
People and Culture Committee Charter is available on Plenti’s
Website.
Recommendation 1.3
Have a written agreement with each Board member
and senior executive setting out the terms of their
appointment
Each member of the Board and all senior executives must enter
into a written agreement with the Company, whether that be an
employment agreement or a non-executive director appointment
letter, as applicable.
The written agreements set out the terms and conditions of their
employment or engagement by Plenti.
In the case of non-executive directors, the agreements include
the matters outlined in recommendation 1.3 of the ASX Principles
and Recommendations, and also set out Plenti’s expectations
in relation to the term, time commitments and attendance
requirements at Board meetings and Board committees,
participation in operational and strategic reviews and specific
requirements relevant to the role.
Recommendation 1.4
The company secretary should be accountable directly
to the Board, through the chair
The Board has appointed a company secretary, who is required
to attend Board and Board Committee meetings and is directly
accountable to the Board, through the Chair, on all matters to do
with the proper functioning of the Board. All Board members have
direct access to the company secretary.
The company secretary is responsible for the day-to-day
operation of the company secretary’s office, including:
(a) lodgements with ASX and other regulators;
(b) the administration of Board and committee meetings
(including drafting minutes of Board and committee meetings
and promptly circulating the minutes after each meeting);
(c) oversight of the relationship with the Company’s share
registry;
(d) advising the Board and its committees on governance matters;
(e) monitoring that all Board and committee policy and
procedures are followed; and
(f) assisting with the induction and professional development of
directors.
Recommendation 1.5
Have and disclose a diversity policy, set measurable
objectives and disclose progress
Plenti is committed to establishing and maintaining an inclusive
workplace that embraces diversity and recognises the positive
outcomes that can be achieved through a diverse workforce, and
the contribution of diverse skills and talent from its directors,
officers and employees. Plenti does not tolerate discrimination,
harassment, vilification or victimisation.
Plenti has adopted a Diversity Policy, which is available on its
Website.
In accordance with the Diversity Policy, the Board is responsible
for:
(a) establishing, settling, and reviewing measurable objectives
in relation to gender diversity, and where appropriate, other
aspects of diversity on an annual basis;
(b) assessing the Company’s progress in achieving the objectives
set out in the Diversity Policy on an annual basis;
(c) disclosing in the Company’s annual report a summary of the
Company’s progress towards achieving those objectives
including:
(i) the respective proportion of men and women on the
Board, in senior executive positions and across the whole
organisation; or
(ii) if applicable, the Company’s most recent Gender Equality
Indicators as defined in the Workplace Gender Equality Act
2012 (Cth); and
(d) reviewing and monitoring the Diversity Policy’s effectiveness.
As at the end of the Reporting Period:
(a) the Board includes 2 female directors and 3 male directors
(40% female representation);
(b) 1 female Executive and 6 male Executives (14% female
representation)1
;
(c) the leadership team includes 8 female members and 8 male
members (50% female representation)2
; and
(d) 128 female staff members and 165 male staff members (44%
female representation).
1
Executives are defined as direct reports to the CEO and members of the Executive team.
2
Count excludes members of the Executive team.
4 Plenti Group Limited
The Board actively considers diversity (amongst other factors)
in relation to appointments to the Board and to senior executive
positions. The Board has set and agreed a number of diversity
targets across the business including at the Board and senior
management level. The measurable and aspirational targets are
as follows:
(a) maintain a target of 40/40/20 at Board Level;
(b) aspirational target of 40/40/20 at Executive Level; and
(c) maintain a target of 40/40/20 across the Company.
In order to assist Plenti to meet its measurable and aspirational
targets, the Board has endorsed:
(a) mentoring and coaching programs aimed at progressing and
retaining female leaders;
(b) measures aimed at reducing selection bias in the hiring
process, including recruitment processes requiring a
minimum of 1 female staff member on the assessment panel;
(c) a Diversity and Inclusion Council to promote diversity and
inclusion as a key corporate strategy; and
(d) a commitment to improving the Company’s gender pay gap,
including the Company’s ongoing data submission to the
Workplace Gender Equality Agency.
Recommendation 1.6
Have and disclose a process evaluating the
performance of the Board, its committees and
individual directors and disclose whether a
performance evaluation was undertaken
In accordance with the Board Charter, the Board meets at least
annually, with the advice and assistance of the People and Culture
Committee, to review and evaluate the performance of the Board,
each Board committee and each individual Board member
against relevant charters, corporate governance policies, and
agreed goals and objectives.
In addition, each of the Audit and Risk Management Committee
Charter and the People and Culture Committee Charter sets
out when such reviews are to take place with respect to each
Committee. Specifically:
(a) the Audit and Risk Management Committee will review its
performance at least once every two years; and
(b) the People and Culture Committee will review its performance
at least once every two years.
During the Reporting Period, the Company undertook a
performance evaluation of the Board.
Recommendation 1.7
Have and disclose a process for evaluating the
performance of senior executives and disclose whether
a performance evaluation was undertaken
The performance of the senior executives, including the Chief
Executive Officer, is required to be considered by the Board with
the advice and assistance of the People and Culture Committee.
The People and Culture Committee has responsibility for
developing and implementing processes for the evaluation and
performance of Plenti’s senior executives. It is required to carry
out a formal review of the performance of senior executives, using
where necessary an external consultant, against appropriate
measures, whereby it must relevantly assess the effectiveness of
each senior executive’s performance against guidelines approved
by the Board from time to time.
The performance of the CEO and senior executives was evaluated
by the People and Culture Committee during the Reporting Period.
Principle 2: Structure the board to be
effective and add value
Recommendation 2.1
Have a nomination committee and disclose the charter
of the committee
The Board has established a People and Culture Committee,
which has authority and power to exercise the roles and
responsibilities granted to it under the People and Culture
Committee Charter, including nomination responsibilities, and any
other resolutions of the Board from time to time.
As at the end of the Reporting Period, the Chairman of the
Committee was Mary Ploughman and the other members of the
People and Culture Committee were Stephen Benton, Daniel
Foggo and Jacqui Colwell.
Subsequent to the Reporting Period, Jacqui Colwell has been
appointed Chair of the People and Culture Committee, effective
21 April 2026. Mary Ploughman, Stephen Benton and Daniel Foggo
remain members of the People and Culture Committee.
The members of the People and Culture Committee other than
Daniel Foggo are independent directors, and the Chair is an
independent director.
Plenti’s Annual Report discloses the number of times the Board
and Committees met throughout the Reporting Period and the
attendances of directors at those meetings.
5
Corporate Governance Statement
Recommendation 2.2
Have and disclose a board skills matrix
The Board has an extensive range of knowledge and skills with relevant experience as detailed in the skills matrix below, effective 31 March
2026.
Skills & experience Description Relevance to the Company
Director
skill count
Senior Executive
Leadership Skills gained while performing at a senior executive
level at an organisation of similar size and growth
trajectory
Ability to set company appropriate strategies and evaluate
the performance of senior leaders at Plenti
5
Financial acumen Proficiency in financial accounting and reporting
and capital management
Ability to understand and assess the financial and capital
management initiatives and position of Plenti
5
Capital management Experience in capital management strategies
including capital partnerships, debt financing and
capital raisings
Appreciation of the operational landscape and
opportunities available to Plenti and its implications on
Plenti’s capital management initiatives
4
Customer focus Experience in developing and embedding a strong
customer focus culture with a focus on improving
their financial wellbeing and enhancing their
experience
Ability to understand Plenti’s unique customer proposition
and consideration of said proposition in all of Plenti’s
initiatives
5
Success in
partnerships
Experience in identifying opportunities warranting
strategic partnerships and evaluating and selecting
appropriate partners
Ability to provide constructive input on the development
and planning of strategic partnership opportunities
available to Plenti, and how they can help achieve Plenti’s
purpose and long-term goals
5
Industry
Financial services and
consumer credit
Experience in the financial services and consumer
credit sector and regulation, including retail lending
and adjacent sectors
Appreciation of the landscape in which Plenti operates
including current and emerging issues and trends
which has or is likely to have an impact on Plenti and its
operations
5
Stakeholder
engagement
Experience in building and maintaining trusted and
collaborative relationships with all stakeholders,
including those relevant to distribution channels
Ensuring an effective engagement program with
regulators and other stakeholders is in place
4
Technology and digital
platforms
Experience in technology and innovation including
use of online platforms to deliver products and
services
Understanding and support of Plenti’s unique digital
strategy, technology platforms and innovations
4
Governance, Regulatory and People
Listed company Experience as a director on a listed company board
in Australia or overseas
Understanding of the roles and responsibility required of a
Director of an ASX listed company
4
People and culture Experience in building workforce capability, setting
remuneration that attracts and retains talent, and
promotion of diversity and inclusion
Understand and oversee the culture of Plenti, including
upholding Plenti’s Code of Conduct
4
Risk management Experience in identifying, assessing and monitoring
systemic, existing and emerging financial and non-
financial risks
Understanding the risk landscape and ability to assess and
set the overall risk profile for Plenti against the regulatory
landscape
5
Legal, governance and
compliance
Ability in, and understanding of legal, governance
and compliance principles and regulations
Understanding of relevant legal and regulatory
frameworks relevant to Plenti to effectively perform the
role of Director
5
Environmental and
social
Understanding the potential risks and opportunities
from an environmental and social perspective
Knowledge and ability to influence sustainable practices,
policies and decisions that support environmental and
social outcomes applicable to Plenti
4
The Board is made up of members with a broad range of skills, expertise and experience and from a diverse range of backgrounds. The
skills, expertise and experience of the Board is regularly reviewed, and if required specialists skills may be obtained on an ad-hoc basis by
the Board, with a view to capturing the skills and expertise needed to address existing and emerging business and governance matters
relevant to Plenti, and to take into account the evolving nature of Plenti’s business.
6 Plenti Group Limited
Recommendation 2.3
Disclose independent Board members, details of any
interests and length of service
The Company assesses the independence of Board members
against the requirements for independence set out in the
Board Charter and the independence criteria set out in the ASX
Principles and Recommendations.
As at the date of this Corporate Governance Statement, 4 Board
members were considered by the Board to be independent
Directors: Mary Ploughman, Peter Behrens, Stephen Benton and
Jacqui Colwell.
Daniel Foggo is not considered to be independent.
The Board assesses the independence of each Board member on
appointment and conducts regular reviews thereafter, including
where interests are disclosed.
Details of the Board members, including experience and expertise,
current and former directorships, length of service and Director
interests can be found in the Annual Report.
Recommendation 2.4
A majority of the board of a listed entity should be
independent directors
During the Reporting Period the composition of the Board
included a majority of independent Board members.
Recommendation 2.5
Chair should be independent and not the same person
as the CEO
The Chairman, Mary Ploughman, is an independent Director.
Recommendation 2.6
Have a program for inducting new directors and
for periodically reviewing the need for professional
development
An induction program is provided to each Board member on
appointment, to enable them to gain an understanding of:
(a) the Company’s operations;
(b) the Company’s financial, strategic, operational and risk
management position;
(c) the culture and values of the Company;
(d) Director’s rights, duties and responsibilities and those of the
Company’s management;
(e) Board and Board committee meeting arrangements, including
the role of Board committees; and
(f) constructive and respectful relations between Board
members, and between the Board, the Company’s
management and other stakeholders.
Board members have access to appropriate continuing education
to update and enhance their skills and knowledge (including key
developments in the Company and regulatory updates including
changes in director responsibilities) from the People and Culture
Committee and the General Counsel.
Principle 3: Instil a culture of acting
lawfully, ethically and responsibly
Recommendation 3.1
Articulate and disclose its values
The Company’s values are outlined in the Annual Report and
further detail is included in the Code of Conduct.
A copy of Plenti’s Modern Slavery Statement (Statement) to the
Attorney-General’s Department can be found on Plenti’s Website.
The Statement, along with the Company’s Modern Slavery
Policy and Supplier Code of Conduct describes the Company’s
commitment to ensuring its values, and those of its suppliers,
reflect all international standards in minimising the risk of modern
slavery within Plenti’s operations and supply chain.
Recommendation 3.2
Have and disclose a code of conduct for its directors
The Company’s Board approved Code of Conduct is available
on Plenti’s Website. The Code of Conduct sets out the values,
commitments, ethical standards and policies of the Company
and outlines the standards of conduct expected of its business
and people, taking into account the Company’s legal and other
obligations to its stakeholders.
The Code of Conduct applies to all employees (whether full time,
part time or casual), managers, contractors and the Board. The
Code of Conduct applies to all such persons at any time when
business is conducted at and/or away from a person’s principal
place of employment and in all of the Company’s workplaces.
The Audit and Risk Management Committee has responsibility for
monitoring and ensuring compliance with the Code of Conduct.
Recommendation 3.3
Have and disclose a whistleblower policy
The Company recognises the important role whistleblowing
can play in the early detection of misconduct, and has adopted
a Whistleblower Policy to help deter wrongdoing, in line with the
Company’s risk management and governance framework, and
provide transparency around how the Company will receive,
handle and investigate disclosures.
The Company encourages the reporting of suspected unethical,
illegal, fraudulent, corrupt or dishonest conduct and shall ensure
that those persons (also known as “whistleblowers”) who disclose
wrongdoing can do so safely, securely and with confidence that
they will be protected and supported.
Plenti’s Whistleblower Policy is available on its Website.
Recommendation 3.4
Have and disclose an anti bribery and corruption policy
The Company has zero tolerance for bribery and corruption in
any form. It is the policy of the Company to conduct its business
with complete integrity, and in a manner that applies the highest
ethical standards and is in compliance with the letter and the
spirit of all relevant laws, including all relevant anti-bribery and
corruption laws.
The Company will not participate in transactions that are not
compliant with, or seek to evade, these laws. Further, the Company
expects everyone working for, or on behalf of, the Company
and its subsidiaries, whether they are employees, contractors,
consultants, third party intermediaries or agents, to have the
highest ethics, and to be honest and worthy of trust.
7
Corporate Governance Statement
The Anti-Bribery and Corruption Policy sets out the Company’s
anti-bribery and corruption rules to ensure compliance with the
Criminal Code Act 1995 (Cth) and the legislation in the various
States and Territories, and any other applicable anti-bribery and
corruption legislation and regulations.
The Company’s Anti-Bribery and Corruption Policy is available on
its Website.
Principle 4: Safeguard the integrity of
corporate reports
Recommendation 4.1
Have an audit committee and disclose the charter of the
committee
The Board has established an Audit and Risk Management
Committee to assist the Board in carrying out its accounting,
auditing and financial reporting responsibilities.
The Committee is currently comprised of Stephen Benton
(chair), Mary Ploughman, Peter Behrens and Jacqui Colwell. The
Directors on the Audit and Risk Management Committee are all
independent Non-Executive Directors.
Details of the relevant qualifications and experience of the
members of the committee, the number of times the committee
met throughout the Reporting Period, and the individual
attendances of members at those meetings are set out in the
Annual Report.
The Audit and Risk Management Committee has a formal charter
which sets out the Committee’s responsibilities and functions. A
copy of the Audit and Risk Management Committee Charter is
available on Plenti’s Website.
Recommendation 4.2
Board should receive from the CEO and CFO a
declaration in relation to financial statements
Pursuant to the Audit and Risk Management Committee Charter,
prior to approving the Company’s financial statements, the Board
must ensure it receives from its CEO and CFO a declaration
that, in their opinion, the financial records of the Company 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 entity and that the opinion has been formed on the basis of a
sound system of risk management and internal control which is
operating effectively.
Recommendation 4.3
Disclose process to verify the integrity of any periodic
corporate report released to the market that is not
audited or reviewed by an external auditor
Where a periodic corporate report is not subject to review by an
external auditor, the process followed by Plenti to satisfy itself that
the report is materially accurate, balanced and provides investors
with appropriate information to make informed investment
decisions, includes:
1. preparation and verification of the relevant financial
information by the Plenti Finance team;
2. review of that information by the Plenti CFO and CEO; and
3. provision of the draft corporate report to the Board for its
review and approval prior to release.
Principle 5: Make timely and balanced
disclosure
Recommendation 5.1
Have and disclose a written policy for complying with its
continuous disclosure obligations
Plenti recognises the importance of its market announcements
being accurate, balanced and expressed in a clear and objective
manner that allows investors to assess the impact of the
information when making investment decisions.
The Board has adopted a Continuous Disclosure Policy designed
to ensure that Plenti complies with its disclosure obligations under
the Corporations Act 2001 (Cth) and the ASX Listing Rules.
Plenti’s Continuous Disclosure Policy is available on its Website.
Recommendation 5.2
Ensure Board receives copies of all material market
announcements promptly after they have been made
Plenti’s Continuous Disclosure Policy provides that the Board
will receive copies of all material announcements. This policy was
followed throughout the Reporting Period.
Recommendation 5.3
Where a new and substantive investor or analyst
presentation is given, release a copy of the presentation
materials on the ASX Market Announcements Platform
ahead of the presentation
The Board has adopted a Securityholder Communication Policy
which requires that before a new or substantive presentation
to analysts or institutional investors is given, the presentation
materials will be released to ASX and posted on Plenti’s website.
Plenti’s Securityholder Communication Policy is available on its
Website.
Principle 6: Respect the rights of
security holders
Recommendation 6.1
Provide information about the Company and its
governance to investors via its website
Plenti provides all relevant information about itself and the
governance of the Company (including applicable governance
policies) via its Website as required by the ASX Principles and
Recommendations, the Listing Rules, and other laws applicable to
Plenti.
Recommendation 6.2
Have an investor relations program that facilitates
effective two-way communication with investors
In addition to the Securityholder Communication Policy that
supports Plenti’s commitment to effective communication with
its securityholders, Plenti communicates with its securityholders
through:
(a) its annual and half-yearly reports;
(b) market releases to the ASX in accordance with continuous
disclosure obligations;
(c) the investor relations section of Plenti’s website;
8 Plenti Group Limited
(d) the annual general meeting; and
(e) meeting with investors and responding to investor enquiries.
Recommendation 6.3
Disclose how the Company facilitates and encourages
participation at meetings of securityholders
A key objective of the Securityholder Communication Policy is to
promote effective communication with securityholders and other
stakeholders and to encourage effective participation at Plenti’s
general meetings.
All securityholders are encouraged to participate in the AGM and
securityholders are given an opportunity to submit questions in
advance of the meeting in addition to being able to ask questions
on the day of the meeting.
Recommendation 6.4
Ensure that all substantive resolutions at a meeting of
securityholders are decided by a poll rather than by a
show of hands
Every resolution submitted to the meeting may, according to the
Company’s constitution, be determined by a poll where a poll is
demanded by the Chair, a minimum of five securityholders, any
securityholder holding more than 5% of voting rights or otherwise
by the Act.
Plenti’s Constitution is available on its Website.
Recommendation 6.5
Give securityholders the option to receive
communications from, and send communications to, the
entity and its securities registry electronically
Plenti’s Securityholder Communication Policy encourages
securityholders to receive and send communications
electronically by registering their email address with the share
registry.
Principle 7: Recognise and manage risk
Recommendation 7.1
Committee to oversee Risk
The Board has established an Audit and Risk Management
Committee to oversee and review the effectiveness of Plenti’s risk
management framework.
Details of the Audit and Risk Management Committee, including its
composition, the number of times the committee met throughout
the Reporting Period, and the individual attendances of members
at those meetings are set out in the Annual Report. A copy of the
Audit and Risk Management Committee Charter is available on
Plenti’s Website.
Recommendation 7.2
Annual review of the Company’s risk management
framework
The Board has delegated to the Audit and Risk Management
Committee responsibility for reviewing, monitoring and approving
Plenti’s risk management framework at least annually to provide
assurance that major business risks are identified, consistently
assessed and appropriately addressed.
The Audit and Risk Management Committee reviewed the
effectiveness of Plenti’s risk management framework within the
Reporting Period.
Recommendation 7.3
Disclose internal audit function or the process for
evaluating and improving risk management
Plenti does not, at this time, have an internal audit function given
its size and stage of its business. However the Board has delegated
to the Audit and Risk Management Committee responsibility for:
(a) identifying major risk areas;
(b) evaluating the adequacy and effectiveness of the Company’s
identification and management of economic, environmental
and social sustainability risks;
(c) establish controls for key risks, including testing the
effectiveness of the controls;
(d) providing risk management
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