Provide the NYCC with enhanced disclosure in the proxy outlining each director’s race/ethnicity, gender and sexual orientation, along with each director’s skills and experience in a matrix format Engage in a discussion directly with the NYCC on board refreshment, including reviewing the company’s director matrix Recommendation 2.2, focuses primarily on the disclosure of the skills and diversity that the board currently has or is looking to achieve in its membership. about director skills and experience and to present this in a more meaningful way than in the past, or explain why the information is not provided. Board composition is a broad term that encompasses issues such as who is on the board and the skills mix of the board. Board Matrix This sample matrix can help boards and investors assess the level of experience each company director/nominee has in various areas, as well as in the areas of gender, sexual orientation and racial/ethnic diversity, age and tenure. Disclosing the skills matrix is intended to give investors confidence that the board has thought hard about the mix of skills needed to properly supervise the business. Board Qualities Matrix The combination of skills and attributes will impact the board of directors. Use this worksheet to inventory the skills and demographics you need on your board. The Philanthropy Australia Board works hard to optimise Board composition for effective leadership and governance. Name 1 Name 2 15 63 Name 3 65 Board of Directors Name 6 67 Name 7 55 Name 8 47 Name 4 62 Name 5 60 When board skills are absent, (i.e. While skills matrices can be useful, their use as disclosure tools – or as a means of objectively assessing board composition – may be problematic. The aim is a mix of critical characteristics represented by various board members. Board Matrix Worksheet This Excel worksheet is a useful tool for analyzing the skills and demographics of your current board. financial expertise, specialty representation, long-term thinking) it may weaken performance. Board Skills Matrix White/Caucasian African American/Black Asian, Hawaiian, or Pacific Islander Belief in/Support of Mission Board Skills Matrix Analysis Term Expiration Date Board of Directors Note: This spreadsheet is locked. BOARD SKILLS MATRIX 1 Introduction This Board Skills Matrix (“ M atrix ”) provides a guide as to the skills, knowledge, experience, personal attributes and other criteria appropriate that Kogan.com Limited (“ Company ”) has or is looking to achieve in its Board membership. To edit this spreadheet, go to the Unprotect sheet option and enter the password "deloitte". Board composition varies significantly between organisations and is influenced by: Guidance for preparing a board skills matrix 1. It involves both structural and cultural issues and board effectiveness depends on obtaining the right mix of skills and experience. The template is Shareholders want to understand the process behind board refreshment, so they have assurance that the board of directors has the best-qualified and most diverse composition possible. Board refreshment is a top concern for shareholders, especially when companies aren’t performing at their best, which is why board skills matrix exist. Defining a director’s skills is not as easy as it may seem using simple terms in the matrix including technology, international or leadership. The ASX Corporate Governance Council’s Recommendation 2.2 states: “A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that