Corporate Governance Statement
Released
Released
Announcement PDF
Corporate
Governance
Statement
2026
SunRice FY26 governance highlights
During FY26, the Board’s governance activities included:
• Successfully transitioning Board leadership, following the
retirement of the prior Chair and the appointment of John
Bradford as the new Chair with effect from 4 September 2025;
• Commencing an internal Board Review and overseeing
the progression of actions arising from the FY25 externally
facilitated Board Review, including those relating to succession
planning;
• Overseeing the review of the Board’s Skills Matrix;
• Reviewing and updating a number of key governance policies,
including the Speak Up Policy, the Anti-Bribery and Corruption
Policy, the Conflict of Interest Policy, the Rice Marketing Act
Policy and the Diversity, Equity and Inclusion Policy;
• Overseeing the SunRice Group’s progress towards incoming
mandatory climate-related reporting requirements and
completing reviews of the Board Charter, the Safety, Health and
Sustainability Committee Charter and the Finance, Risk and
Audit Committee Charter to refine climate-related roles and
responsibilities;
• As disclosed in last year’s Annual Report, continuing to conduct,
as part of the broader strategic review, a review of the Non-
Standard Elements of the company’s share capital structure;
• Approving new Diversity Equity and Inclusion targets;
• Board education sessions on human rights, competition law,
directors’ duties, climate, safety and wellbeing and sustainability
and climate reporting; and
• Arranging Director visits to potential supply sources in South
America, our Trukai (PNG) rice processing facility and research farm,
our SunFoods operations in California, our Ricegrowers Vietnam
operations, our manufacturing facilities located at Gunnedah,
Heidelberg and Wangaratta, our Rice Research farm in the Riverina,
and operational sites and Grower meetings in the Riverina.
Our purpose, vision and values
Corporate governance is of vital importance to the company
and is undertaken with due regard to the company’s
stakeholders. We are committed to providing our stakeholders
with credible, transparent and timely information as we seek
to create and sustain value in all we do. This is supported by
the SunRice Group’s values, which inform our decisions from
the top down and underpin our corporate culture.
Our Values are set out below:
Integrity
We do what is right
Collaboration
We deliver together
Innovation
We strive to be better every day
Community
We show enduring care
Corporate
Governance
at SunRice
This Corporate Governance Statement summarises
Ricegrowers Limited’s (“we”, “SunRice” or “the company”)
main corporate governance policies and outlines the extent
to which the company’s corporate governance policies
and practices are consistent with the fourth edition of the
Corporate Governance Principles and Recommendations
published by the ASX Corporate Governance Council (ASX
Recommendations).
Consistent with prior years, the Board does not consider
that all of the ASX Recommendations are appropriate for
the company given the related provisions in our Constitution
regarding Board composition and shareholding requirements.
SunRice has followed all of the ASX Recommendations during
the financial year ended 30 April 2026 (reporting period),
unless stated otherwise.
Copies of policies referred to in this Corporate Governance
Statement and Board and Committee charters are available in
the Corporate Governance section of the company’s website
at investors.sunrice.com.au/corporate-governance.
This Corporate Governance Statement is current as at 30 April
2026 and has been approved by the Board.
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SunRice
Group
Corporate
Governance
2026
The SunRice Board is committed to ensuring the Group’s
corporate governance frameworks, policies and practices are
of the highest standard. This commitment is delivered through
continuous improvement and ensuring the Board has a sound
understanding of current governance requirements and
practices, as well as keeping abreast of emerging trends and
changing stakeholder expectations.
A) The Board and Corporate Management Team
The Board is responsible for the governance of the company and
oversees its operational and financial performance. The Board
retains ultimate responsibility for the strategy, risk appetite and
performance of the Group and has delegated responsibility
for day-to-day management and implementation of the Board
approved strategy and risk management policies to the CEO,
supported by the Corporate Management Team.
B) The Board
SunRice’s current Directors are set out on page 6. The
names, qualifications, tenure and experience of all Board
and Committee members and their attendance at Board
and Committee meetings are included in the 2026 Annual
Report on page 64. The Board composition requirements
in the Constitution mean that a majority of the Board is not
independent as recommended by ASX Recommendation 2.4.
The Board is comprised of Grower Directors (non-independent),
Non-executive Directors (independent) and the Managing
Director (the CEO) who together discharge the Board’s oversight
role. Director independence is discussed on page 8.
SunRice has written agreements with all Directors setting out the
key terms of their appointment. The Board has adopted formal
written charters detailing the roles and responsibilities of the
Board (including the matters expressly reserved to the Board)
and each Committee, and management (through the CEO), to
ensure these roles are clearly defined, separated and enable an
effective process of evaluation.
Leadership
and Oversight
C) Standing Board Committees
The Board has established six Committees and has delegated
to each Committee duties to assist the Board in exercising its
responsibilities and discharging its duties. The Finance, Risk and
Audit Committee is chaired by an independent Director and is
comprised of a majority of independent Directors.
The Nomination Committee did not comply with ASX
Recommendation 2.1 for part of the reporting period, as the
committee did not comprise a majority of independent directors.
Following a change to the composition of the committee in
September 2025, the Committee now comprises a majority of
independent directors. Recommendation 2.1 also recommends
that a nomination committee is chaired by an independent
director. The Board believes that having a Grower Director
Chair of this committee is appropriate given the overall Board
composition, and that the Chair is discharging his role effectively
and brings valuable experience to that role.
Similarly, the People and Remuneration Committee did not comply
with ASX Recommendation 8.1 for part of the reporting period,
as the committee did not comprise a majority of independent
directors. Following a change to the composition of the committee
in September 2025, the Committee now comprises a majority of
independent directors and is compliant with the recommendation.
The Independent Committee is comprised of the Independent Non-
Grower Directors and the CEO. It meets as required to address matters
impacting A Class Shareholders where Grower Directors may be
conflicted, including all A Class Share applications and redemptions.
Each Committee regularly reports to the Board on all matters relevant
to the Committee’s roles and responsibilities and to ensure cross-
committee information sharing. Board members also have access to
the minutes of Committee meetings.
The number of times each Committee met during FY26 is set out on
page 64 of the 2026 Annual Report. The members of each committee
(Composition of Board Committees) and the role of each Committee
is set out on the following pages. Each Committee has a separate
charter that sets out the conduct, objectives and proceedings of that
Committee, as well as the membership and any other requirements
for the running of the Committee. More information about the
Committees can be found in their charters. An overview of the roles
and responsibilities of the Committees is set out on page 5.
Board: The Board has formally delegated certain functions to Board Committees
and to management via Board and Committee charters.
CEO: The Board has delegated running the day-to-day affairs of the company and implementing the policies and strategy
set by the Board to the CEO. The CEO has delegated certain responsibilities to the Corporate Management Team.
Delegation
Delegation
Accountability
Accountability
Finance, Risk and
Audit Committee
Nomination
Committee
People and
Remuneration
Committee
Safety, Health
and Sustainability
Committee
Grower Services
Committee
Independent
Committee
Delegation
Board Delegation and Accountability
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SunRice
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Corporate
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2026
Composition of Board Committees as at 30 April 2026
Director Status Finance, Risk and
Audit Committee
People and
Remuneration
Committee
Nomination
Committee
Safety, Health
and Sustainability
Committee
Grower Services
Committee
Independent
Committee1
John Bradford Chair and Non-executive Grower2
• Chair
Paul Serra Chief Executive Officer and Managing Director •
Luisa Catanzaro Non-executive Non-Grower Chair • • •
Dr Andrew Crane Non-executive Non-Grower • • • Chair •
Melissa De Bortoli Non-executive Grower • • •
Ian Glasson Non-executive Non-Grower • Chair •
Rachel Kelly Non-executive Grower • • •
Ian Mason Non-executive Grower • •
Julian Zanatta Non-executive Grower • • Chair
Leadership
and Oversight
D) The Chair
The Chair of the Board, Mr John Bradford, is a Non-executive
Director and a resident Australian citizen. The Chair is
responsible for leading the Board and managing the Board’s
functions and performance in accordance with the Board
Charter. The Chair’s responsibilities are set out in more detail in
the Board Charter.
While the Chair is a Grower and not an independent Director
as recommended by ASX Recommendation 2.5, the Board
considers that the Chair is discharging his role effectively and
provides valuable expertise and experience as Chair.2
E) The CEO
The CEO, Mr Paul Serra, is responsible for the day-to-day
management and implementation of Board approved strategy
and risk management policies. The CEO, through delegations of
authority and effective reporting to the Board, is accountable to
the Board. Further details on the role of the CEO are provided in
the Board Charter.
F) Corporate Management Team
Members of the Corporate Management Team support the CEO
in managing the company through delegations of authority from
the CEO. The company undertakes appropriate background
checks before appointing a person as a member of the
Corporate Management Team.
G) Company Secretary
The Company Secretary is appointed and removed by the Board and
reports to and is accountable to the Board, through the Chair, on all
matters to do with the proper functioning of the Board and Board
Committees. Further details on the Company Secretary are provided
on pages 62 and 65 of our 2026 Annual Report.
1. The Chair of this Committee rotates each meeting.
2. Mr John Bradford was appointed as the new Chair of the Board
with effect from 4 September 2025.
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SunRice
Group
Corporate
Governance
2026
Finance, Risk and Audit Committee
• Monitoring the Group’s Risk Appetite, risk management
framework (including the Group tax risk management
framework) and any material exposures regarding
environmental, climate change and social risks and how those
risks are, or will be, managed.
• Monitoring the adequacy of the processes in place to verify
the integrity of any periodic report that is released on ASX and
not audited or reviewed by the external auditor.
• Receiving regular updates from management about
compliance matters that may have a material impact on the
company.
• Reviewing the Annual Operating and Capital Budgets
(including key assumptions) and providing recommendations
to the Board.
• Monitoring, making recommendations to, and reporting to the
Board on, material new and emerging financial and non-
financial risks relevant to SunRice (including climate-related
risks), including consideration of emerging trends and the
controls and mitigation measures in place.
People and Remuneration Committee
• Reviewing and recommending to the Board for approval
the Group’s remuneration strategy and framework and
remuneration policies for Non-executive Directors (NEDs), the
CEO and senior executives.
• Reviewing and monitoring people policy and key people
metrics across the Group, including organisational culture,
employee engagement, talent management and diversity and
inclusion strategies (including progress against measurable
diversity objectives).
• Overseeing and reviewing the succession plan for the CEO
and the CEO’s direct reports.
Committee Roles
and Responsibilities
Nomination Committee
• Developing and applying the selection and performance
criteria to election and re-election of NEDs having regard to
the mix of skills, experience, diversity and other attributes of
(other) existing NEDs and how the candidate balances and
complements existing NEDs.
• Overseeing the process for evaluation of the Board, Board
Committees and individual NEDs, including the Board’s and
Committees’ performance relative to its charter.
• Reviewing and recommending to the Board matters relating to
Board and Committee composition and succession planning
(including the Board Skills Matrix), and overseeing NED induction,
education and development, independence and Board diversity.
Safety, Health and Sustainability Committee
• Providing oversight and guidance to Management on, and
monitoring, the SunRice Group’s Sustainability Strategy,
including its effectiveness in addressing material topics
identified by stakeholders and delivering on the Group
Sustainability Policy and Board-approved targets.
• Ensuring that the Board exercises due diligence in
supporting the commitment of SunRice Group to meet its
obligations under all applicable work, health and safety
and environmental legislation.
• Reviewing the effectiveness of SunRice’s policies, programs and
initiatives designed to ensure compliance with environmental
reporting requirements and other applicable legislative and
regulatory obligations, environmental sustainability and the
minimisation of the company’s impact on the environment.
• Monitoring SunRice’s activities to ensure they are directed
towards developing a diversified and resilient supply chain
and increasing traceability within Australian and international
supply chains.
• Monitoring sustainability governance and the systems and
processes supporting compliance with sustainability reporting
requirements (other than those overseen by the Finance, Risk
and Audit Committee), and providing oversight and guidance on
sustainability disclosures and reporting, including input to the
Finance, Risk and Audit Committee on mandatory sustainability
reporting.
• Overseeing and reporting to the Board on the Group’s climate-
related opportunities and progress against sustainability targets,
commitments and transition plans.
• Overseeing the Group’s HWSE management system and culture,
including WHS compliance, psychosocial risks and HWSE
performance (lead/lag indicators) and the effectiveness of risk
management and improvement initiatives.
Grower Services Committee
• Ensuring the development, implementation and continuous
improvement of policies and procedures that relate to on-farm
production of rice, harvest management and provision of payments
and services to growers.
Independent Committee
• Providing independent oversight and advice to assist the Board
in managing actual or perceived material conflicts of interest
involving Grower Directors, including by considering and making
recommendations on matters where such conflicts may arise.
• Making recommendations to the Board on key grower related
commercial settings and related decisions where Grower Director
conflicts may arise, including the approach to paddy pricing and
payment options and any related arrangements impacting grower
outcomes.
• Undertaking annual reviews and making recommendations to the
Board on the issue, redemption or deferral of redemption of A Class
Shares in accordance with applicable criteria and policies.
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SunRice
Group
Corporate
Governance
2026
SunRice Directors
John Bradford
Chair, Non-executive
Director, Grower
Appointed in 2015
Status: Non-independent
Paul Serra
Group Chief Executive Officer
and Managing Director,
Non-Grower
Appointed in 2023
Status: Non-independent (Executive)
Luisa Catanzaro
Non-executive Director,
Non-Grower
Appointed in 2018
Status: Independent
Dr Andrew Crane
Non-executive Director,
Non-Grower
Appointed in 2018
Status: Independent
Melissa De Bortoli
Non-executive Director,
Grower
Appointed in 2023
Status: Non-Independent
Ian Glasson
Non-executive Director,
Non-Grower
Appointed in 2016
Status: Independent
Rachel Kelly
Non-executive Director,
Grower
Appointed in 2025
Status: Non-independent
Ian Mason
Non-executive Director,
Grower
Appointed in 2018
Status: Non-independent
Julian Zanatta
Non-executive Director,
Grower
Appointed in 2019
Status: Non-independent
Kate Cooper
Company Secretary
Appointed in 2020
The names of the persons who have been Directors, or appointed as
Directors, during the financial period and up to the date of the 2026
Annual Report are outlined as follows together with their tenure.
For more information about SunRice Directors, including their
directorships and previous appointments, please visit the Group’s
website or see page 62 of the 2026 Annual Report.
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SunRice
Group
Corporate
Governance
2026
A) Succession Planning and
Appointment Process
Board composition requirements are set out in the
company’s Constitution. The Board is comprised of
nine Directors including five Grower Directors, three
Non-Grower (Independent) Directors, and one Executive
Director (the Chief Executive Officer).
The procedure for the selection and appointment
of new Directors and the re-election of incumbent
Directors, and the Board’s policy for the nomination and
appointment of Directors, is set out in the Nomination
Committee Charter and the Constitution.
Prior to the election or re-election of any Director
candidate, the company provides shareholders with
all material information in the company’s possession
that is required to support an informed decision by
shareholders. The company undertakes appropriate
background checks before appointing a person, or
putting forward to shareholders a candidate for election
or re-election, as a Director.
B) Board Skills Matrix
Within the constraints of the company’s Constitution,
the company aims to achieve a mix of agricultural
industry knowledge, finance and risk management,
FMCG experience and other business skills among
the Directors to lead and monitor the company and its
performance, as well as protect the interests of A Class
and B Class Shareholders. The table on the right sets
out the range of skills identified as important for the
Board and the current number of Directors that have
been assessed as having that skill. The skills matrix is
refreshed regularly by the Board.
Board governance
and performance
Corporate Leadership: Experience in senior executive leadership
and operations in large, complex, or listed companies. Leading
businesses in dynamic, growth environments.
Agribusiness: Experience in rice or agribusiness, and related international
markets experience across the food industry value chain, commissioning and
managing research and development for commercial and competitive purposes.
People and Culture: Experience in C-suite performance
management and remuneration, remuneration frameworks,
succession planning, organisational development and
transformation, organisational culture, Health, Safety and
Wellbeing (HSW) management and reporting.
Strategic Planning: Experience in corporate strategic planning and
development to create long-term shareholder value, including deriving
value from mergers, acquisitions, and joint ventures. Experience in deal
execution and integration.
Risk and Compliance: Experience in balancing commercial
imperatives and risk, identification, monitoring and management
of material financial and non-financial risks, legal acumen,
knowledge of risk management and compliance systems for ASX-
listed and regulated companies.
Technology, Data and Digital: Knowledge of technology and digital systems,
experience in developing IT strategy, managing digital transformation
and system delivery, IT governance and risk management. Awareness of
latest AI trends and innovations, and their potential impact on the business.
Understanding of the digital expectations of customers and consumers.
Corporate Finance: Proficiency in finance and accounting for
ASX-listed companies, financial acumen and literacy, mergers and
acquisitions and capital raising expertise, knowledge of financial
governance systems and monitoring.
Consumer Products, Marketing and Innovation: Experience in complex
multinational FMCG organisations, knowledge of international markets,
consumer marketing, product and brand development and segmentation,
product innovation and data analysis.
Supply Chain and operational resilience: Experience in global or
regional sourcing and procurement, exposure to commodity-based
or agricultural supply chains, supply continuity and disruption
management, regulatory, trade and sustainability considerations
impacting supply chains.
Sustainability: Experience in sustainability governance, including overall
strategy, risk and oversight mechanisms, organisational climate risk and
resilience, climate reporting, human rights and modern slavery, community
and social responsibility, impact of operations on environment.
Stakeholder Management: Experienced in stakeholder management,
engagement, and advocacy, investor communications, narrative
and positioning, key government relationships, proxy advisor
engagement, communication of policy positions.
Corporate Governance: Chair and Committee leadership experience (5+
years), ASX-listed board or large complex corporate or government body
board experience (5+ years), knowledge of contemporary governance
standards and practices.
The Board Skills Matrix as at 30 April 2026 Expert Advanced General
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SunRice
Group
Corporate
Governance
2026
C) Board, Committee and
Director Performance Evaluation
SunRice has an established practice of regular performance
reviews, covering the Board as a whole, Committees and
individual Director contributions. During the reporting period,
the company facilitated an internal Board and individual
Director performance review, to consider the current skills on the
Board and update the Skills Matrix, and to assist with director
development and succession planning. Board Committees were
not subject to a formal performance evaluation in this reporting
period, however a committee review is scheduled for FY27.
All Non-executive Directors have completed the Company
Directors Course run by the Australian Institute of Company
Directors. Programs are in place to ensure Directors are provided
with updates on corporate governance, sustainability and climate
reporting requirements, directors’ duties, cyber risk, workplace
health and safety (including psychosocial risk), human rights and
other relevant legal and regulatory requirements.
Directors are satisfied with the role and performance of the
Board, and with the program for ongoing development.
D) Director Independence
The Constitution requires that the Board be comprised of up to
five Directors who are A Class Shareholders or the representative
of a body corporate that holds A Class Shares. Currently, five out
of nine Directors are A Class Shareholders..
The company’s three independent Directors are Luisa Catanzaro,
Dr Andrew Crane and Ian Glasson. The remaining six Directors,
including the Chair of the Board, are not considered independent.
The Board considers a Director to be independent only where
they are free of any interest, position or relationship that might
influence, or reasonably be perceived to influence in a material
respect, his or her capacity to bring an independent judgement
to bear on issues before the Board and to act in the best interests
of the company and its shareholders generally as a whole, rather
than in the interest of an individual shareholder or other party.
The Board regularly reviews the independence of each Non-
executive Director. Each Non-executive Director is required to
provide to the Board all information that may be relevant to this
assessment. All Directors are required to disclose to the Board
any conflict of interest or duty and any material personal interest
in any matter that relates to the affairs of the company.
As noted on page 7 (under A) Succession Planning and
Appointment Process), the Constitution requires that the Board be
comprised of up to five Directors who are A Class Shareholders or
the representative of a body corporate that holds A Class Shares.
Currently, five out of nine Directors are A Class Shareholders.
Directors who are A Class Shareholders (or “Growers”) supply
rice to the company on the same terms as other rice suppliers.
The Board recognises that there may be a perception that
the rice supply relationship between the company and these
Directors may influence their decision-making, so they are
not characterised as independent. However, the company’s
procedures and systems (including the role of the Independent
Committee) ensure that the paddy price is set according to the
commercial interests and needs of the company and the Board
considers that Grower Directors are, in practice, able to bring an
independent judgment to bear on Board decisions.
The CEO is an executive employee and is therefore not
characterised as independent.
Board governance
and performance
E) Education and Training
The company has a program in place for inducting new
Directors and providing appropriate professional development
opportunities for Directors to develop and maintain the skills and
knowledge needed to perform their role as Directors effectively.
Directors have access to Management and external and internal
audit to seek explanations and information, if required.
Directors can also seek independent professional advice they
consider necessary to fulfil their responsibilities and to exercise
independent judgement when making decisions. If the Chair
of the Board consents, the Group will pay a Director’s costs of
seeking such advice. That consent may not be unreasonably
withheld or delayed. Copies of the advice must be made
available to, and for the benefit of, all Board members, unless the
Chair agrees otherwise.
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SunRice
Group
Corporate
Governance
2026
SunRice Group is committed to fostering a diverse, equitable
and inclusive workplace and to building a Board and leadership
team that benefits from a broad range of skills, perspectives and
backgrounds. The Board approves the Group’s Diversity, Equity
and Inclusion (DEI) Policy and monitors progress against DEI
objectives through reporting to the People and Remuneration
Committee, including against measurable gender diversity
objectives across senior executive, senior management and the
broader workforce.
The SunRice Group’s commitment to achieving greater Diversity,
Equity and Inclusion consists of the following guiding principles
and actions:
Our Principles Actions We Are Taking
We role model
inclusive and
respectful workplace
behaviours always
Raising Awareness
We offer development programs to raise
awareness of the importance of Diversity,
Equity and Inclusion so that everyone is
treated fairly and with respect.
We want our
workforce to reflect
the communities in
which we operate
Making a Difference in our
Local Communities
We aim to make a difference in our local
communities by investing in and recruiting
local talent.
We set our people
up so they can
successfully manage
the demands of
work, life and family
Developing Hybrid Work Practices
We maximise our productivity and create
an environment for our people to thrive by
adopting hybrid work practices.
We believe there
should be equal
representation in
leadership roles
More Women in Leadership Roles
We aim to continue to increase the
number of women in leadership roles and
ensure our leaders reflect the diversity of
our communities.
The Board continues to give active consideration to diversity
in the Board’s composition and across the organisation more
broadly, including through contributing to the Ricegrowers’
Association of Australia’s Established Leaders Program to
support women in the rice industry to pursue leadership roles
including board roles, as well as participating in regional
networking opportunities such as the AgriFutures Australia
Rural Women’s Award, the Australian Rice Conference (including
sponsoring the Women in Rice breakfast), and sponsoring the
Women in Ag and Tech X Factor Breakfast, which was part of
evokeAG 2026.
The Board has adopted a measurable objective for FY27 that
is not less than 30% of its directors will be of each gender.
Progress against this objective will be reported in SunRice’s FY27
Corporate Governance Statement.
Measurable Objectives
The Board has adopted a Diversity Equity and Inclusion Policy
that outlines the process of setting, evaluating and reporting
on diversity objectives. During the reporting period, the Board
approved new measurable objectives.
The following table summarises SunRice’s achievements against
measurable objectives in FY26.
Objective FY26 Outcomes
Increase proportion of women
in Senior Executive positions in
the Group to 50%
43% of our Senior Executive
roles are held by women
(FY25: 38%)
Increase the proportion of
women in Senior Management1
positions to 40%
39% of Senior Management
roles are held by women
(FY25: 36%)
Increase proportion of women
employed across the Group
to 40%
27% of our employees
across the Group are women
(FY25: 27%)
Diversity, equity and
inclusion at SunRice
Gender Equity Snapshot
Proportion of women on the Board FY26 FY25
% of Women 33 22
% of Men
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