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For the post pandemic era, boards have to develop resilient leadership for recovery. Our Board Effectiveness Assessment will address the immediate challenges facing boards in their capacity to respond to crisis scenarios. Board Effectiveness Assessment POST-PANDEMIC GOVERNANCE Covid-19 has thrust the effectiveness of boards and directors to the forefront. As businesses embark on rebuilding, boards examine their readiness and agility to respond effectively to changes in the business landscape. What are the lessons learnt from this crisis, particularly regarding business resilience and the effectiveness of its crisis and risk management responses? ​ A good response is deeply rooted in a well-functioning board that has the ability to carefully balance between providing support to management and challenging them to ensure the best decisions are made. The current situation has shed light on the importance of a diverse board. A group with a wide breadth of experience, industry and functional expertise of different ages, genders and backgrounds can bring much broader perspectives and insights when addressing challenges and concerns. This crisis presents an opportunity for boards to seize the moment and step up their game to provide the crucial guidance for critical thinking and fundamental rebooting of strategies under the toughest circumstances. As such, a board assessment can shed light on the soundness and robustness on the functions of the boards and their oversight duties. Our IDAPNG Board Effectiveness Assessment (BEA) is based on 8 key parameters with a special focus on assessment of the board’s competency and heightened responsibilities in overseeing crisis-related issues. ​ KEY PARAMETERS Board Leadership Board Composition, Skills & Development Board & Management Relationship Board Dynamics & Culture Board Committee Board Governance Oversight & Processes Board Agenda, Meetings & Information Board & Stakeholder Engagement CRISIS-RELATED ISSUES Business Resilience​ Financial Stability Technological Adoption Supply Chain Management Crisis Management Business Continuity Plan Succession Planning Strategic Responses Governance Structure Changes Investor Expectation Issues Health & Safety Workforce Arrangement Stakeholder Management Business Remodelling Organisational Process Change Technological Process Change ​ ​ TARGET OUTCOMES ​ Review current board composition and explore ways to increase diversity. Identify gaps in processes and communication/responses to multiple scenarios in a timely and agile manner. Enhance leadership capability and forward planning to stay ahead of the evolving crisis and recovery. Establish clear succession and leadership contingency plans. Strengthen decision-making and engagement with the executive team. Challenge business continuity plans and guide the company to think beyond the immediate challenges. Support the reconstruction and restructuring phases, providing guidance in balancing short and long-term priorities. Assess if current risk management approaches are sufficiently robust. If you would like to begin the process or have any questions regarding the assessment, we are happy to set up a meeting to address your queries. Meet The Facilitators Our experienced facilitators have conducted board evaluations for listed companies of various sizes in Papua New Guinea and globally across a broad range of industries. International facilitators with industry-specific experience are available upon request. TBA IDAPNG Consultant TBA IoD Consultant TBA Independent Consultant Our Clients

Director Due Diligence It is important for the governing body to conduct a proper due diligence on a potential candidate it is considering for a board position. Conversely, it is also important for a potential director who is considering the position to do the same in respect of the organisation. Our guidance below will assist you on what to consider in your due diligence process. GUIDANCE FOR BOARDS From an organisation’s perspective, it is important to undertake a due diligence on prospective governing body members to ascertain whether they are suitable for consideration and should be nominated for appointment, i.e. whether they have the right knowledge, skills experience and personal attributes to effectively fulfil their legal and governance duties. Independence and conflict aspects should also be carefully considered. ​ In doing so, the organisation should be mindful of the fact that it is unlikely that a single individual will fit all the requirements perfectly. If the individual has most of the skills and attributes required and is not disqualified / ineligible, most other gaps in expectations as identified should be managed accordingly. At the least, they must prove to be “fit and proper “to hold a position on the governing body. ​ From a prospective independent and/or non-executive governing body member’s perspective, it is imperative that prior to accepting an appointment, he/she should undertake his/her own thorough examination of the organisation to satisfy himself/herself that it is an organisation in which he/she can have faith and in which he/she will be well suited to serving. This includes whether they share similar ethical and moral values with the organisation and if its Annual Report indicate the long term sustainability of the organisation ​ This due diligence allows the prospective governing body member to assess the potential personal risks posed through involvement and association with the organisation, its governance procedures, financial management and strategic aims and objectives. The exercise may reveal the main areas for input requiring the independent and/or non-executive governing body member’s attention. Alternatively, it may provide some idea of just how much work will be required in performing the envisaged role. ​ By making the right enquiries, asking the right questions and taking care to clearly understand the responses, the risk of unpleasant surprises can be mitigated and the likelihood of success in the role significantly increased. ​ Additional matters to consider... STAKEHOLDER APPOINTED GOVERNING BODY MEMBERS With regards to stakeholder representation on governing bodies (including governing body representation of empowerment partners as well as shareholder representation, where the organisation has controlling shareholders), an inherent challenge exists as these individuals are appointed by a third party. From the organisation’s perspective, there needs to be upfront communication with the relevant third party to ensure that the governing body’s needs are taken into account when the nomination and /or appointment is made. There should also be a clear understanding that the appointee will have fiduciary obligation to serve in the best interest of the organisation as a whole and not the appointing stakeholder. There also needs to be a mechanism whereby an organisation is able to contest a stakeholder appointed governing body member that is not considered to fall within the desired criteria. Examples of such organisations could include municipalities, state-owned entities, retirement funds, medical aid schemes, not-for-profit organisations and other membership driven bodies. From the individual’s perspective, there should be a mechanism whereby the nominated individual can decline the appointment. ​ REGULATED ORGANISATIONS In addition to considering the matters raised, an organisation falling under a specific regulator may be required to comply with additional requirements and submit to the relevant regulator, the relevant governing body member’s declaration or documentation to show member independence and proper process was followed either prior to or subsequent to the date of appointment. Such requirements should be embedded in the compliance framework of the organisation. CONFIDENTIALITY As the due diligence process involves the sharing of confidential information, it is recommended that both parties (i.e. the organisation and the prospective governing body member) sign a confidentiality/non-disclosure agreement. This allows the parties to share information with each other for the purpose of the due diligence but restricts access thereof to/by third parties. ​ Whatsapp Business 675-76343350 Email director@idapng.org Follow

Member Benefits MAKING THE MOST OF YOUR MEMBERSHIP Optimising the value you will get from your membership only takes a little bit of planning on your side. Apart from benefits provided by 3rd party providers, the IDAPNG provides its members with many different opportunities to engage with the Association, to network with peers, gain complimentary access to certain identified products and services and offers on discounted services on individual and customised professional development, among others. TESTIMONIALS “The IDAPNG always keeps me updated with relevant industry news and trends, as well as opportunities for updating skills. Access to the latest governance thinking and developments enable me to improve the quality of my professional contribution." RACHAEL MIRIA - GOODMAN FIELDER INTERNATIONAL PNG Benefits of IDAPNG Membership STATUS AND COMPETENCY ​ Elevate your status by ascribing to the IDAPNG Code of Practice and expand your competency through attending discounted training programmes. FINDING A BOARD POSITION ​ Get access to NED vacancies, be included in CV searches and other services that will assist you to progress on your directorship journey. NETWORKING ​ Join us for an informal learning session over high tea, on occasions such as Melbourne Cup, or at the Golf Club for the IDAPNG Trade Day. Whatever the event, you are sure to enjoy yourself with your professionals peers. GOVERNANCE COURSES ​ Online/in-house courses provided in collaboration with our international partners - designed to equip you with the requisite skills and expertise needed to navigate volatility, disruption and complexity. COMPLIMENTARY PUBLICATIONS ​ IDAPNG members receive our quarterly newsletter, governance guides, codes, principles and annual magazine containing the latest development in governance best practices around the world. PROFESSIONAL DEVELOPMENT ​ Access a vast range of benefits that contribute towards your professional development, including complimentary seminars and advisory services. BESPOKE EVENTS ​ Attend various value adding events throughout the year designed to provide you with insight on key governance topics. OPPORTUNITIES TO GET INVOLVED ​ The IDAPNG presents numerous opportunities for members to get involved - from Special Interest Groups to Forums, you are sure to find yourself surrounded by like-minded professionals effecting positive change and having fun. GLOBAL DIRECTOR PASSPORT ​ The IDAPNG provides members with opportunities to share experiences with directors abroad and stay current on business and governance trends impacting boardrooms across the globe. MEMBERS' AREA ​ Members are provided with practical tools and have a ccess to relevant information - all carefully curated to assist you and your board in driving performance.

DIRECTOR DEVELOPMENT Even the most seasoned directors will need to enhance their knowledge and skills on various topics related to the ever-changing business and economic landscape in and out of Papua New Guinea. It is vital to have an open mind to update your knowledge at the foundation and core levels where it directly affects your personal liability. 2023 Calendar Director Development Pathway LEVEL 1 Attend seminars, workshops, informal learning networking events and panel discussions. LEVEL 2 Specialisation (e.g. NFP) and in-house or online courses. LEVEL 3 Complete IDAPNG's Corporate Governance Course and Chartered Member Assessment. LEVEL 4 Complete IoD's Certificate in Company Direction LEVEL 5 Complete IoD's Diploma in Company Direction LEVEL 6 Institute of Director's Chartered Director Assessment LEARNING APPROACH To ensure an optimised learning journey, we have taken the time to put together the following in all our programmes, be it public or customised in-house programmes: ​ Deliver the programme in the most relevant and applicable manner in accordance with participant profiles and requirements Engaging in multimedia presentations Thought-provoking discussions Relevant Papua New Guinean and international case studies Sharing peer-to-peer experience Boardroom simulation/role play Current trends, disruptions and latest development impacting businesses and the economy External experiential learning opportunity (where relevant) Summarised learning gems and action plan DIRECTOR COMPETENCY FRAMEWORK The IDAPNG Director Competency Framework promotes the knowledge, skills and mindset required by Directors to perform to a consistently high standard of professional competence in upholding good governance practices. Each competency has clear standards with prescribed programmes to help directors to perform effectively as an individual as well as collectively as a board irrespective of industry. Professional Director Development Our workshops and courses provide professionals with the opportunity to learn and apply new knowledge and skills that can assist them in furthering their careers in senior positions.

ABCDEFGHIJKLMN kjlfdskldjlsjglkjdlsjl ABCDEFGHIJKLMNklasjdlkajsjdlaljdslja Become a Better Board ​PROGRAMME OPTIONS AND BENEFITS: Face-to-face and online training programmes that are tailored to meet your specific governance needs Learning solutions for large corporate groups Training offered to various group sizes and facilitated by an independent and experienced facilitator In-house programme that addresses challenges while maintaining confidentiality Bespoke Programme We are able to customise a programme of any topic and deliver it in-house within your own boardroom or venue of your choice. Our Bespoke Programme draws upon our extensive range of programmes in accordance with our Director Competency Framework and Code of Practice to meet the development needs of your board as a whole. This focused approach ensures maximum relevancy and effectiveness. It also contributes to consistent performance when executing board functions and processes. ​ For large corporations that consist of a diverse company structure such as holding company, public-listed subsidiaries and unlisted subsidiaries, training for directors is often done in an ad-hoc manner. We tailor sustainable structured learning solutions that meet the long-term strategic goals of the organisation with aligned corporate objectives. ​ From digital leadership to board architecture and ESG, our programmes are globally-benchmarked to help directors lead confidently. Choose from our popular topics listed below, or contact us to discuss your unique board leadership development needs. ​ ​ CORPORATE GOVERNANCE AND EFFECTIVE BOARD Corporate Governance and Effective Board Great Companies Deserve Great Boards Be The Leader in Corporate Governance Ethics to Create Sustainable Value Fraud, Corruption, Money Laundering Internal Audit and Board Corporate Governance, Market Discipline and Risk Enhancing Director and Board Effectiveness ​ FINANCE Financial Language in the Boardroom Analysing Financial Reports for Non-Finance Directors Corporate Reporting Responsibilities & Essential Financial Analysis for New PLC Directors Stock Market Performance & Basic Valuations for Non-Finance PLC Directors Introduction to Capital Investment Appraisal for Board Approval ​ STRATEGY AND RISK Business Strategy & Risk Mergers & Acquisitions (including joint venture that involves no equity) Cybersecurity Sustainability Current Trends and Disruption ​ INNOVATION AND CREATIVITY Innovation Strategy and Culture Building Innovation Capabilities and Governance ​ HUMAN CAPITAL Executive and Non-Executive Directors Reward & Recognition Board and CEO Succession Planning ​ ORGANISATION PERFORMANCE AND BOARD LEADERSHIP Creating a High Performance Organisation Performance Driven Leadership and Board Corporate Entrepreneurship ​ SNAPSHOT SESSION: 2 hour presentation on various governance topics to your board or executive group. ​ Corporate Member Fees K5,000 Non-Member Fees K7,500 HALF DAY SESSION: 4 hour presentation on various governance topics to your board or executive group. ​ Corporate Member Fees K10,000 Non-Member Fees K15,000 FULL DAY SESSION: 8 hour presentation on various governance topics to your board or executive group. Includes a one hour lunch break. ​ Corporate Member Fees K20,000 Non-Member Fees K30,000

RULES AND REGULATIONS In order to be a member, individuals need to conform and adhere to a number of rules and regulations, which are contained in the following documents: Member Code of Professional Conduct This Code applies to all members of the Independent Directors Association by virtue of their membership to the IDAPNG. The Member Code comprises ethical principles and conduct principles. It also stipulates certain obligations the member needs to meet namely: ​ 1) Obligations towards the organisation(s) they serve 2) Obligations towards the profession 3) Obligations towards IDAPNG ​ In interpreting the Member Code of Professional Conduct, both the ethical and conduct principles must be applied to advance and promote the spirit and the letter of the Code. Breaches to the Member Code will be managed in accordance to the IDAPNG’s Disciplinary Regulations. Disciplinary Regulations The Member Disciplinary Regulations directs how a complaint against a member’s conduct must be administered, as well as all related process requirements for laying a complaint against a member, how the complaint must be adjudicated, potential sanctions where a member is found guilty of misconduct as well as the appeal process associated to the disciplinary findings. Complaints against IDAPNG Members In the event that a member is suspected of contravening the IDAPNG Member Code of Professional Conduct, a person can lay a complaint against such member in accordance with the IDAPNG Disciplinary Regulations. The complainant must provide the IDAPNG with sufficient information and evidence in order to reach a fair and accurate decision on the matter. ​ Download the Member Complaint Form and follow the guidance for submission of a complaint as stipulated in the Disciplinary Regulations.

Governing Structures The IDAPNG is bound by the Associations Incorporation Act and its Constitution. In addition, the IDAPNG applies the voluntary principles of its Code of Practice and Code of Corporate Governance . ​ As promoters of governance best practices in Papua New Guinea, we believe it is our duty to set an example of the application of good governance, on a proportionate basis, for a company of our size and nature. ​ Through ethical and effective leadership, we strive to achieve the governance outcomes of ethical culture, good performance, effective control and legitimacy. As part our our annual reporting, we produce a Governance Report that details the application of the IDAPNG's governance principles. Our governance structure is as follows: MEMBERS Attend and vote at AGM BOARD OF DIRECTORS Strategic oversight and decision-making Charlene Samuel President Cheryl Parker Vice-President Eric Samuel Public Officer BOARD COMMITTEES Assist the board TBA Governance & Nominating Rachael Miria Finance, Audit & Risk Justeen Pindipi Membership & Marketing TBA Media & Public Relations Clyde Willis Regulatory Task Force TBA Events & Fundraising TBA HR & Remuneration Seema Dass-Raju Accreditation and Standards Silo Malong-Batia Social & Ethics MANAGEMENT Operational oversight and decision-making

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