Corporate Governance Statement

CAMILLA AUSTRALIA PTY LTD CORPORATE GOVERNANCE

ABOUT US

CAMILLA Australia Pty Ltd (ACN 135 300 382) (CAMILLA) was incorporated in New South Wales, Australia on 9 February 2009 and is a leading Australian fashion brand and global print house. CAMILLA operates through a number of boutiques located in Australia and in the United States, through affiliated worldwide stockists and also via its online platforms. CAMILLA has two wholly owned subsidiary, CAMILLA IP Pty Ltd (ACN 624 290 606) and CAMILLA Corporation (a Delaware registered corporation).

The corporate governance framework that CAMILLA has adopted to enable and facilitate the performance of its operations comprises:

• a board of directors (Board) which is responsible for managing and directing the affairs of CAMILLA and is legally responsible for its operations;

• a senior executive management team (Executive Team) which is led by a Chief Executive Officer (CEO). The CEO and Executive Team are responsible for CAMILLA’s day to day operations and for implementing CAMILLA’s strategy; and

• external assurance provided by CAMILLA’s auditor and other professional advisers.

CAMILLA is owned by:

• our founder, Camilla Franks, who is the majority shareholder; and

• Tattarang Pty Ltd (Tattarang) as a minority shareholder. Tattarang is the private investment group of Andrew and Nicola Forrest.

CAMILLA BOARD | Image of Camilla Franks, founder and creative director, and Nicola Forest

The Board is the legal decision-making body at CAMILLA and has responsibility for the development and approval of strategy and the oversight of CAMILLA’s financial position and financial reporting. The Board’s main functions are:

• to ensure that CAMILLA operates in accordance with the powers set out in its Constitution, its Shareholders’ Deed and within regulatory requirements;

• to build sustainable value for shareholders whilst protecting the assets and reputation of CAMILLA;

• to define CAMILLA’s vision and to set its strategies and budgets;

• to satisfy itself that CAMILLA has an appropriate risk management framework in place and to set the risk appetite within which the Board expects the Executive Team to operate;

• to satisfy itself that CAMILLA’s remuneration policies are aligned with its vision, values, strategic objectives and risk appetite;

• to monitor the performance of the CEO and the Executive Team;

• to review and approve CAMILLA’s annual report and financial statements;

• to consider the workplace health and safety, economic, environmental and social sustainability aspects of CAMILLA’s activities; and

• to monitor CAMILLA’s workplace culture and ensure that CAMILLA’s values are embedded in it day to day operations.

The CAMILLA Board comprises of four directors as follows:

CAMILLA FRANKS:

Camilla Franks is our founder and is one of Australia’s leading fashion designers and is celebrated globally for her artistic, innovative and intricate designs that weave in stories from her travels abroad and imaginative escapism. In addition to being a director of the Board, Camilla Franks is Creative Director and Brand Ambassador of CAMILLA and in this role works closely in the business with the CEO and all members of the Executive Team.

DAVID NOLAN:

David is the Chair of our Board and is an independent non-executive director. David has over 12 years’ experience as a Chair and non-executive director to ASX listed and private companies across a range of industries. David is a corporate lawyer and was previously a partner at Mills Oakley and Kemp Strang advising on corporate finance, mergers and acquisitions, fundraisings, stock exchange listings, restructuring and regulatory and governance.

PHILIP CORNE:

Philip is an independent non-executive director and was the CEO of Louis Vuitton Australia for over 13 years before beginning his board career. Philip is an experienced non-executive director with a strong track record in the luxury goods and jewellery industry, with a skill set that includes brand and marketing, business planning, e-commerce and talent development.

PAUL GROSSMAN:

Paul is Tattarang’s nominated director to the Board. Paul has a background in management consulting (McKinsey & Company) and accounting (PwC) and is currently the CEO of R.M. Williams, another iconic Australian fashion brand. Paul has significant experience of overseas sales and marketing, having spent nearly 10 years in Singapore and Shanghai.

CAMILLA AUSTRALIA PTY LTD CORPORATE GOVERNANCE

ABOUT US

The corporate governance framework that CAMILLA has adopted to enable and facilitate the performance of its operations comprises:

• a board of directors (Board) which is responsible for managing and directing the affairs of CAMILLA and is legally responsible for its operations;

• a senior executive management team (Executive Team) which is led by a Chief Executive Officer (CEO). The CEO and Executive Team are responsible for CAMILLA’s day to day operations and for implementing CAMILLA’s strategy; and

• external assurance provided by CAMILLA’s auditor and other professional advisers.

CAMILLA is owned by:

• our founder, Camilla Franks, who is the majority shareholder; and
• Tattarang Pty Ltd (Tattarang) as a minority shareholder. Tattarang is the private investment group of Andrew and Nicola Forrest.

The CAMILLA Board comprises of four directors as follows:

CAMILLA FRANKS:
Camilla Franks is our founder and is one of Australia’s leading fashion designers and is celebrated globally for her artistic, innovative and intricate designs that weave in stories from her travels abroad and imaginative escapism. In addition to being a director of the Board, Camilla Franks is Creative Director and Brand Ambassador of CAMILLA and in this role works closely in the business with the CEO and all members of the Executive Team.

DAVID NOLAN:
David is the Chair of our Board and is an independent non-executive director. David has over 12 years’ experience as a Chair and non-executive director to ASX listed and private companies across a range of industries. David is a corporate lawyer and was previously a partner at Mills Oakley and Kemp Strang advising on corporate finance, mergers and acquisitions, fundraisings, stock exchange listings, restructuring and regulatory and governance.

PHILIP CORNE:
Philip is an independent non-executive director and was the CEO of Louis Vuitton Australia for over 13 years before beginning his board career. Philip is an experienced non-executive director with a strong track record in the luxury goods and jewellery industry, with a skill set that includes brand and marketing, business planning, e-commerce and talent development.

PAUL GROSSMAN:
Paul is Tattarang’s nominated director to the Board. Paul has a background in management consulting (McKinsey & Company) and accounting (PwC) and is currently the CEO of R.M. Williams, another iconic Australian fashion brand. Paul has significant experience of overseas sales and marketing, having spent nearly 10 years in Singapore and Shanghai.