ACROW LIMITED — Governance Information 2019

Sep 26, 2019

Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity:

Acrow Formwork and Construction Services Limited

ABN / ARBN: Financial year ended: 36 124 893 465 30 June 2019

Our corporate governance statement[2] for the above period above can be found at:[3]

☐ These pages of our annual report:

☒ This URL on our website: http://www.acrow.com.au/corporate-governance-policies/

The Corporate Governance Statement is accurate and up to date as at 13 September 2019 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.

Date: 13 September 2019

Name of Director or Secretary authorising Lee Tamplin, Company Secretary lodgement:

1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period. Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of rule 4.10.3.

2 “Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

3 Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity’s corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.

Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection.

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ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should disclose: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement OR ☐at [insert location] … and information about the respective roles and responsibilities of our board and management (including those matters expressly reserved to the board and those delegated to management): ☒ at http://www.acrow.com.au/corporate-governance-policies/	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.2	A listed entity should: (a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.4	The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

4 If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

Page 2

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
1.5	A listed entity should: (a) have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them; (b) disclose that policy or a summary of it; and (c) disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity’s diversity policy and its progress towards achieving them and either: (1) the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or (2) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act.	… the fact that we have a diversity policy that complies with paragraph (a): ☒in our Corporate Governance Statement OR ☐at [insert location] … and a copy of our diversity policy or a summary of it: ☒at http://www.acrow.com.au/corporate-governance-policies/ … and the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with our diversity policy and our progress towards achieving them: ☒in our Corporate Governance StatementOR ☐at [insert location] … and the information referred to in paragraphs (c)(1) or (2): ☒in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.6	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	… the evaluation process referred to in paragraph (a): ☒in our Corporate Governance Statement OR ☐at [insert location] … and the information referred to in paragraph (b): ☒in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.7	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of its senior executives; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	… the evaluation process referred to in paragraph (a): ☒in our Corporate Governance Statement OR ☐at [insert location] … and the information referred to in paragraph (b): ☒in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE
2.1	The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.	[If the entity complies with paragraph (a):] … the fact that we have a nomination committee that complies with paragraphs (1) and (2): ☒in our Corporate Governance StatementOR ☐at [insert location] … and a copy of the charter of the committee: ☒at http://www.acrow.com.au/corporate-governance-policies/ … and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance StatementOR ☒in the 2019 Annual Report [If the entity complies with paragraph (b):] … the fact that we do not have a nomination committee and the processes we employ to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively: ☐in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.	… our board skills matrix: ☐in our Corporate Governance StatementOR ☒at http://www.acrow.com.au/corporate-governance-policies/	☐ an explanation why that is so in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
2.3	A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, association or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.	… the names of the directors considered by the board to be independent directors: ☒in our Corporate Governance Statement OR ☐at [insert location] … and, where applicable, the information referred to in paragraph (b): ☒in our Corporate Governance Statement OR ☐at [insert location] … and the length of service of each director: ☐in our Corporate Governance StatementOR ☒in the 2019 Annual Report	☐ an explanation why that is so in our Corporate Governance Statement
2.4	A majority of the board of a listed entity should be independent directors.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.5	The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.6	A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY
3.1	A listed entity should: (a) have a code of conduct for its directors, senior executives and employees; and (b) disclose that code or a summary of it.	… our code of conduct or a summary of it: ☐in our Corporate Governance StatementOR ☒at http://www.acrow.com.au/corporate-governance-policies/	☐an explanation why that is so in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING
4.1	The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non- executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.	[If the entity complies with paragraph (a):] … the fact that we have an audit committee that complies with paragraphs (1) and (2): ☒in our Corporate Governance Statement OR ☐at [insert location] … and a copy of the charter of the committee: ☒at http://www.acrow.com.au/corporate-governance-policies/ … and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance Statement OR ☒in the 2019 Annual Report [If the entity complies with paragraph (b):] … the fact that we do not have an audit committee and the processes we employ that independently verify and safeguard the integrity of our corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner: ☐in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement
4.2	The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity 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.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
4.3	A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity that does not hold an annual general meeting and this recommendation is therefore not applicable
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should: (a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and (b) disclose that policy or a summary of it.	… our continuous disclosure compliance policy or a summary of it: ☐in our Corporate Governance Statement OR ☒at http://www.acrow.com.au/corporate-governance-policies/	☐ an explanation why that is so in our Corporate Governance Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information about itself and its governance to investors via its website.	… information about us and our governance on our website: ☒at http://www.acrow.com.au/corporate-governance-policies/	☐ an explanation why that is so in our Corporate Governance Statement
6.2	A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement
6.3	A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.	… our policies and processes for facilitating and encouraging participation at meetings of security holders: ☐in our Corporate Governance Statement OR ☒at http://www.acrow.com.au/corporate-governance-policies/	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity that does not hold periodic meetings of security holders and this recommendation is therefore not applicable
6.4	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1	The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.	[If the entity complies with paragraph (a):] … the fact that we have a committee or committees to oversee risk that comply with paragraphs (1) and (2): ☒in our Corporate Governance Statement OR ☐at [insert location] … and a copy of the charter of the committee: ☒at http://www.acrow.com.au/corporate-governance-policies/ … and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance Statement OR ☒in the 2019 Annual Report [If the entity complies with paragraph (b):] … the fact that we do not have a risk committee or committees that satisfy (a) and the processes we employ for overseeing our risk management framework: ☐in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement
7.2	The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and (b) disclose, in relation to each reporting period, whether such a review has taken place.	… the fact that board or a committee of the board reviews the entity’s risk management framework at least annually to satisfy itself that it continues to be sound: ☒in our Corporate Governance Statement OR ☐at [insert location] … and that such a review has taken place in the reporting period covered by this Appendix 4G: ☒in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
7.3	A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes.	[If the entity complies with paragraph (a):] … how our internal audit function is structured and what role it performs: ☒in our Corporate Governance Statement OR ☐at [insert location] [If the entity complies with paragraph (b):] … the fact that we do not have an internal audit function and the processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control processes: ☒in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement
7.4	A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.	… whether we have any material exposure to economic, environmental and social sustainability risks and, if we do, how we manage or intend to manage those risks: ☒in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4	d
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.	[If the entity complies with paragraph (a):] … the fact that we have a remuneration committee that complies with paragraphs (1) and (2): ☒in our Corporate Governance Statement OR ☐at [insert location] … and a copy of the charter of the committee: ☒at http://www.acrow.com.au/corporate-governance-policies/ … and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance Statement OR ☒in the 2019 Annual Report [If the entity complies with paragraph (b):] … the fact that we do not have a remuneration committee and the processes we employ for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive: ☐in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommen therefore not applicable
8.2	A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.	… separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives: ☐in our Corporate Governance Statement OR ☒in the 2019 Annual Report	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
8.3	A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.	… our policy on this issue or a summary of it: ☐in our Corporate Governance StatementOR ☒at http://www.acrow.com.au/corporate-governance-policies/	☐ an explanation why that is so in our Corporate Governance StatementOR ☐ w e do not have an equity-based remuneration scheme and this recommendation is therefore not applicable OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-	Alternative to Recommendation 1.1 for externally managed listed entities: The responsible entity of an externally managed listed entity should disclose: (a) the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements.	… the information referred to in paragraphs (a) and (b): ☐in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement
-	Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities: An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager.	… the terms governing our remuneration as manager of the entity: ☐in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement

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2019 CORPORATE GOVERNANCE STATEMENT

This corporate governance statement sets out Acrow Formwork and Construction Services Limited’s ( Company ) current compliance with the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations ( ASX Principles and Recommendations ). The ASX Principles and Recommendations are not mandatory. However, this corporate governance statement discloses the extent to which the Company has followed the ASX Principles and Recommendations. This corporate governance statement is current as at 13 September 2019 and has been approved by the board of the Company ( Board ).

		Comply
ASX	Principles and Recommendations	(Yes/No)	Explanation
1.	Lay solid foundations for management and oversight
1.1.	A listed entity should disclose:	Yes	The Board is responsible for corporate governance of the
	(a) the respective roles and		Company.
	responsibilities of its board and		The Board has adopted a Board Charter which outlines
	management; and		the manner in which its powers and responsibilities will
	(b) those matters expressly reserved		be exercised and discharged, having regard to principles
	to the board and those delegated		of good corporate governance and applicable laws.
	to management.		Pursuant to the Board Charter, the Board assumes
			responsibilities including, but not limited to the following:
			(a)	considering and approving the strategy of
				the Company and its related companies
				(Group);
			(b)	adopting an annual budget and monitoring
				financial performance including approving the
				annual and half year financial statements and
				reports;
			(c)	approving major investments and monitoring the
				return on those investments;
			(d)	monitoring the adequacy, appropriateness and
				operation of internal controls including
				reviewing and approving the Group’s
				compliance systems and corporate governance
				principles;
			(e)	providing continuous disclosure of information to
				the investment community, and making available
				information that shareholders reasonably require to
				make informed assessments of the Group’s
				prospects;
			(f)	reviewing and monitoring significant business risks
				and oversights and how they are managed;
			(g)	monitoringthe conduct of the relationshipwith key

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	Comply
ASX Principles and Recommendations	(Yes/No)	Explanation
			regulators to meet the
			Group’s obligations;
		(h)	determining delegations to committees, subsidiary
			boards and management and approving
			transactions in excess of delegated levels;
		(i)	appointing and reviewing the performance of the
			chief executive officer (CEO) of the Company and
			from time to time any portfolio companies of the
			Group, including overseeing the remuneration,
			development and succession planning for the chief
			executive officers and management, while
			overseeing the operation of appropriate human
			resource management systems including
			remuneration;
		(j)	assessing its own performance and that of individual
			Directors;
		(k)	selecting and appointing new Directors;
		(l)	considering, approving and endorsing major policies
			of the organisation including a code of conduct
			which promotes ethical behaviour and social
			responsibility;
		(m)	overseeing the implementation of appropriate
			work health and safety systems; and
		(n)	protecting and overseeing the enhancement of the
			reputation of the Company.
		A copy of the Board Charter is available on the Company’s
		website at the following
		URL: www.acrow.com.au
		Pursuant to the Board Charter, the Board has delegated
		specific authorities to the Chairman. Subject to these
		delegated matters, the Chairman is authorised to exercise
		all the powers of the Directors, except with respect to the
		following:
		(a)	approval of major elements of strategy including
			any significant change in the direction of that
			strategy;
		(b)	approvals above delegated levels of credit limits,
			country risk exposures, equity risk limits, market
			risk limits, loans and encumbrances, equity
			investments and underwriting risk;
		(c)	capital expenditure in excess of delegated
			levels or expenditure outside the ordinary
			course of business;
		(d)	certain remuneration matters including
			material changes to remuneration policies;
		(e)	adoption of the Company’s annual budget;
		(f)	approval of the interim and final accounts and
			related reports to the ASX;
		(g)	specific matters in relation to continuous disclosure

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		Comply
ASX	Principles and Recommendations	(Yes/No)	Explanation
			as defined in the Continuous Disclosure Policy; and
			(h) other matters as the Board may determine from time
			to time.
			The Company is committed to the circulation of relevant
			materials to Directors in a timely manner to facilitate
			Directors’ participation in Board discussions on a fully
			informed basis. The Company intends to review the
			membership of the Board, and the Board Charter at least
			once every year to determine its ongoing appropriateness.
1.2.	A listed entity should:	Yes	The Company undertakes backgrounds checks with regards
	(a) undertake appropriate checks		to the person’s character, experience, education, criminal
	before appointing a person, or		record and bankruptcy history prior to nomination for
	putting forward to security holders		election as a director. Any material adverse information
	a candidate for election as a		revealed by these checks is released to security holders prior
	director; and		to the general meeting at which they can be elected. When
	(b) provide security holders with all		an individual is nominated to be a director, details of their
	material information in its		relevant professional history and qualifications will be made
	possession relevant to a decision		accessible to the security holders in the Company.
	on whether or not to elect or re-
	elect a director.
1.3.	A listed entity should have a written	Yes	Directors and senior executives of the Company are given
	agreement with each director and		letters of appointment and/or service agreements prior to
	senior executive setting out the terms		their engagement with the Company.
	of their appointment.
1.4.	The company secretary of a listed	Yes	The Company Secretary was appointed by and is responsible
	entity should be accountable directly to		to the Board through the Chairman. The Chairman and the
	the board, through the chair, on all		Company Secretary co-ordinate the Board agenda.
	matters to do with the proper
	functioning of the board.

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Comply ASX Principles and Recommendations (Yes/No)

Explanation

1.5. A listed entity should:

The Company operates in the traditionally male dominated industry of construction and related services and is therefore predictably under represented by women in its workforce. However, the Company will continue to adhere to its gender reporting requirements and will continue to review its processes to ensure it eliminates any overt or covert factors contributing to discriminatory outcomes in candidate selection and internal promotion.

• (a) have a diversity policy which Yes includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them;

• (b) disclose that policy or a summary Yes of it; and

The Company has adopted a formal Diversity Policy which sets out the following practices to be followed by the Company:

	objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them;		review its processes to ensure it eliminates any overt or covert factors contributing to discriminatory outcomes in candidate selection and internal promotion.
(b)	disclose that policy or a summary	Yes	The Company has adopted a formal Diversity Policy
	of it; and		which sets out the following practices to be
(c)	disclose as at the end of each	Yes	followed by the Company:
	reporting period the measurable		(a) setting measurable objectives relating to diversity
	objectives for achieving gender		(including gender diversity) at all senior
	diversity set by the board or a		management and leadership levels;
	relevant committee of the board in accordance with the entity’s diversity policy and its progress towards achieving them, and either:		(b) broadening the field of potential candidates for senior management and board appointments; and (c) embedding the extent to which the Board has
	(1) the respective proportions of men and women on the board, in senior executive positions		achieved the objective of this policy in the evaluation criteria for the annual Board performance review.
	and across the whole
	organisation (including how the entity has defined “senior executive” for these		A copy of the Diversity Policy is available on the Company’s website at the following URL: www.acrow.com.au.
	purposes); or (2) if the entity is a “relevant employer” under the Workplace Gender Equality		The measurable objectives set by the Board during the reporting period included an objective of 20% female representation at Board level.
	Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published		During the reporting period, Margaret Prokop was appointed to the Board.
	under that Act.
			The entity is a relevant employer under the Workplace
			Gender Equality Act and provides the following summary in
			its most recent report:
			• The gender compositions of the workforce and
			governing body are as follows:
			Men Women
			Board 5 1
			Senior Executives 28 6
			FTE employees 111 24
			• The Company has a formal policy in relation to flexible
			working arrangements and to support employees with
			family or caring responsibilities
			• The Company has a formal policy in relation to sex-based
			harassment and discrimination prevention.

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1.6. A listed entity should:

• (a) have and disclose a process for Yes periodically evaluating the performance of the board, its committees and individual directors; and

• (b) disclose, in relation to each Yes reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

• 1.7. A listedentity should: (a) have and disclose a process for Yes periodically evaluating the performance of its senior executives; and

• (b) disclose, in relation to each Yes reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

The Remuneration Committee is responsible for establishing processes for the review of the performance of individual Directors, Board Committees and the Board as a whole and implementation of such processes. For the reporting period ended 30 June 2019 these processes included self-evaluating questionnaires and open discussion reviews.

The performance evaluations were undertaken for the period ending 30 June 2019 in accordance with the processes outlined above.

The Remuneration Committee is responsible for reviewing and making recommendations to the Board on the Company’s remuneration framework, remuneration packages and policies applicable to its senior executives.

The Company’s CEO constantly monitors the performance of and conducts periodic performance reviews with those senior executives that report directly into him. The performance of the CEO is reviewed periodically by the Non-Executive Chairman.

Annual performance reviews in accordance with these processes were conducted for all senior executives in relation to the reporting period.

	2. Structure the board to add value
	2.1. The board of a listed entityshould:		In the reporting period, the Board maintained a combined

In the reporting period, the Board maintained a combined Remuneration and Nomination Committee, whose members are:

• (a) have a nomination committee Yes which:

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• (1) has at least three members, a majority of whom are independent directors; and

• Mr Michael Hill (Chair of the Committee), Independent Non-Executive Director;

• Mr Peter Lancken, Independent Non-Executive Director;

• (2) is chaired by an independent director,

• and disclose: (3) the charter of the committee;

• Mr Steven Boland, CEO and Executive Director;

• Mr Joshua May, Independent Non-Executive Director; and

• Mr Gregg Taylor, Independent Non-Executive Director.

• (4) the members of the committee; and

The majority of the members of the Remuneration and Nomination Committee are considered to be independent, including the chair of the Remuneration and Nomination Committee.

• (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

The Charter of the Remuneration and Nomination Committee is available on the Company’s website: www.acrow.com.au.

• (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to

The number of Remuneration and Nomination Committee meetings held during the period is disclosed in the Company’s Annual Report.

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enable it to discharge its duties and responsibilities effectively.

• 2.2. A listed entity should have and disclose Yes a board skills matrix setting out the mix of skills and diversity that the Board currently has or is looking to achieve in its membership.

The Board strives to ensure that it is comprised of Directors with a blend of skills, experience and attributes appropriate for the Company and its business. The Board’s skills matrix is available at www.acrow.com.au.

• 2.3. A listed entity should disclose: Yes (a) the names of the directors considered by the board to be independent directors;

• (b) if a director has an interest, position, association or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and

• (c) the length of service of each director.

• 2.4. A majority of the board of a listed Yes entity should be independent directors.

The Board has reviewed the position and associations of each of the six Directors in office and has determined that Mr Peter Lancken, Mr Mike Hill, Mr. Gregg Taylor and Mr. Josh May are independent. In making this determination, the Board has had regard to the independence criteria in the ASX Principles and Recommendations, and other facts, information and circumstances that the Board considers relevant. The Board assesses the independence of new Directors upon appointment and reviews their independence, and the independence of the other directors as appropriate.

Information with respect to potential issues of independence may be disclosed to the market but no formal policy exists to ensure such disclosure.

The Company has disclosed the details of each Director (including their length of service) in the 2019 Annual Report.

The Board considers that Mr Peter Lancken, Mr Mike Hill, Mr Gregg Taylor and Mr. Josh May are independent.

The Board has taken the following steps to structure the Board to add value despite not already having an independent majority of directors:

• (a) membership of the Board is focused on providing the Company with a broad base of industry skills and experiences considered necessary to fulfil the business objectives of the Company; and

• (b) membership of the Board is reviewed on an ongoing basis by the Chairman of the Board to determine if additional core strengths are required to be added to the Board in light of the nature of the Company’s business and its objectives.

2.5.	The chair of the board of a listed entity	Yes	The Company’s Non-Executive Chairman, Mr Peter Lancken,
	should be an independent director and,		satisfies the ASX Principles and Recommendations definition
	in particular, should not be the same		of an independent director. The CEO of the Company is Mr
	person as the CEO of the entity.		Steven Boland.

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2.6.	A listed entity should have a program	Yes	The Company has an induction programme for each new
	for inducting new directors and provide		Director upon appointment. This includes meeting with
	appropriate professional development		members of the existing Board, Company Secretary,
	opportunities for directors to develop		management and other relevant executives to familiarise
	and maintain the skills and knowledge		themselves with the Company, its procedures and
	needed to perform their role as		prudential requirements, and Board practices and
	directors effectively.		procedures.
			On an ongoing basis, and subject to approval of the
			Chairman, Directors may request and undertake training
			and professional development, as appropriate, at the
			Company’s expense.
3.	Promote ethical and responsible decision-making
3.1.	A listed entity should:	Yes	The Company has adopted a formal Code of Conduct which
	(a) have a code of conduct for its		is available on the Company’s website at the following URL:
	directors, senior executives and		www.acrow.com.au.
	employees; and
	(b) disclose that code or a summary of
	it.
4.	Safeguard integrity in financial reporting
4.1.	The board of a listed entity should:		In the reporting period, the Board maintained a combined
	(a) have an audit committee which:	Yes	Audit and Risk Committee, whose members are:
	(1) has at least three members, all
	of whom are non-executive		• Mr Joshua May (Chair of the Committee), Independent
	directors and a majority of		Non-Executive Director;
	whom are independent		• Mr Peter Lancken, Independent Non-Executive
	directors; and		Director;
	(2) is chaired by an independent		• Mr Steven Boland, CEO and Executive Director;
	director, who is not the chair		• Mr Michael Hill, Independent Non-Executive Director;
	of the board,		and
	and disclose:		• Mr Gregg Taylor, Independent Non-Executive Director.
	(3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and		The majority of the members of the Audit and Risk Committee are considered to be independent, including the chair of the Audit and Risk Committee.
	(5) in relation to each reporting period, the number of times the committee met throughout		The Charter of the Audit and Risk Committee is available at the Company’s website:www.acrow.com.au.
	the period and the individual attendances of the members		The number of Audit and Risk Committee meetings held
	at those meetings; or (b) if it does not have an audit		during the period is disclosed in the Company’s Annual Report.
	committee, disclose that fact and
	the processes it employs that
	independently verify and safeguard
	the integrity of its corporate
	reporting, including the processes
	for the appointment and removal
	of the external auditor and the
	rotation of the audit engagement
	partner.

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4.2.	The board of a listed entity should,	Yes	The Board received a declaration from its CEO and CFO
	before it approves the entity’s financial		before it approved the Company’s financial statements
	statements for a financial period,		for all financial periods in the reporting period.
	receive from its CEO and CFO a
	declaration that, in their opinion, the
	financial records of the entity 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.
4.3.	A listed entity that has an AGM should	Yes	An external auditor will be present at the Company’s annual
	ensure that its external auditor attends		general meeting and be available to answer questions from
	its AGM and is available to answer		security holders relevant to audit.
	questions from security holders
	relevant to the audit.
5.	Make timely and balanced disclosure
5.1.	A listed entity should:		The Company is committed to providing timely, complete
	(a) have a written policy for complying	Yes	and accurate disclosure of information to allow a fair, and
	with its continuous disclosure		well-informed market in its securities and compliance with
	obligations under the Listing Rules;		the continuous disclosure requirements imposed by law,
	and		including the Corporations Act and the ASX Listing Rules.
	(b) disclose that policy or a summary of it.	Yes	A copy of the Company’s Continuous Disclosure
			Policy is available at the following URL:
			www.acrow.com.au.
6.	Respect the rights of shareholders
6.1.	A listed entity should provide	Yes	The Company provides information about itself and its
	information about itself and its		governance to its investors on the Company’s website via
	governance to investors via its website.		the following URL:www.acrow.com.au.
			The Company will regularly update the website and
			contents therein as deemed necessary.
6.2.	A listed entity should design and	Yes	The Company has a formal investor and media
	implement an investor relations		relations plan in place whereby the Company will
	program to facilitate effective two-way		provide regular news flow to keep investors and
	communication with investors.		media updated and engaged.
6.3.	A listed entity should disclose the	Yes	The Company has a formal Shareholder Communication
	policies and processes it has in place to		Policy in place whereby information will be communicated
	facilitate and encourage participation		to shareholders through:
	at meetings of security holders.		(a) continuous disclosure of all relevant financial and
			other information to the ASX;
			(b) publishing information on the Company’s website at
			www.acrow.com.au;
			(c) periodic disclosure through the Annual Report and
			the half year financial report;

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• (d) notice of meetings and explanatory material; and (e) the AGM and other general meetings.

• A copy of the Shareholder Communication Policy is available on the Company’s website at the following URL: www.acrow.com.au.

			(d) notice of meetings and explanatory material; and (e) the AGM and other general meetings. A copy of the Shareholder Communication Policy is available on the Company’s website at the following URL: www.acrow.com.au.
6.4.	A listed entity should give security	Yes	The Company encourages shareholders to register for
	holders the option to receive		receipt of announcements and updates electronically.
	communications from, and send
	communications to, the entity and its
	security registry electronically.
7.	Recognise and manage risk
7.1.	The Board of a listed entity should:		In the reporting period, the Board maintained a combined
	(a) have a committee or committees	Yes	Audit and Risk Committee, whose members are:
	to oversee risk, each of which:
	(1) has at least three members, a		• Mr Joshua May (Chair of the Committee), Independent
	majority of whom are		Non-Executive Director;
	independent directors; and		• Mr Peter Lancken, Independent Non-Executive
	(2) is chaired by an independent		Director;
	director,		• Mr Steven Boland, CEO and Executive Director;
	and disclose:		• Mr Michael Hill, Independent Non-Executive Director;
	(3) the charter of the committee; (4) the members of the		and • Mr Gregg Taylor, Independent Non-Executive Director.
	committee; and (5) as at the end of each reporting period, the number of times the committee met		The majority of the members of the Audit and Risk Committee are considered to be independent, including the chair of the Audit and Risk Committee.
	throughout the period and the individual attendances of the members at those meetings;		The Charter of the Audit and Risk Committee is available at the Company’s website:www.acrow.com.au.
	or
	(b) if it does not have a risk committee or committees that		The number of Audit and Risk Committee meetings held during the period is disclosed in the Company’s Annual
	satisfy (a) above, disclose that fact		Report.
	and the processes it employs for
	overseeing the entity’s risk
	management framework.
7.2.	The board or a committee of the board		The Audit and Risk Committee is responsible for annually
	should:		reviewing and approving the risk management policies of
	(a) review the entity’s risk	Yes	the Company.
	management framework at least
	annually to satisfy itself that it		Having conducted such reviews throughout the reporting
	continues to be sound; and		period the Audit and Risk Management Committee resolved
	(b) disclose in relation to each	Yes	that the Company’s risk management framework continues
	reporting period, whether such a		to be appropriate for the size of the Company.
	review has takenplace.

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• 7.3. A listed entity should disclose: (a) if it has an internal audit function, Yes how the function is structured and what role it performs; or

• (b) if it does not have an internal audit Yes function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes.

• 7.4. A listed entity should disclose whether Yes it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.

The Audit and Risk Committee will periodically review the Company’s operations to evaluate the effectiveness of the risk management and internal control processes of the Company. In addition, the Audit and Risk Committee will directly monitor the potential exposures facing the Company through ongoing reporting by the CFO.

As and when required, the Audit and Risk Committee will engage external consultants to also review and evaluate the effectiveness of the Company’s risk management and internal control processes.

All material risks to economic, environmental and social sustainability risks will be announced to the market, in accordance with the requirements of the ASX Listing Rules and otherwise.

8. Remunerate fairly and responsibly

• 8.1. The Board of a listed entity should: (a) have a remuneration committee Yes which:

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• (1) has at least three members, a majority of whom are independent directors; and

• (2) is chaired by an independent director,

• and disclose: (3) the charter of the committee;

• (4) the members of the committee; and

• (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

• (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.

• 8.2. A listed entity should separately Yes disclose its policies and practices regarding the remuneration of nonexecutive directors and the remuneration of executive directors and other senior executives.

• 8.3. A listed entity which has an equityYes based remuneration scheme should:

In the reporting period, the Board maintained a combined Remuneration and Nomination Committee, whose members are:

• Mr Michael Hill (Chair of the Committee), Independent Non-Executive Director;

• Mr Peter Lancken, Independent Non-Executive Director;

• Mr Steven Boland, CEO and Executive Director;

• Mr Joshua May, Independent Non-Executive Director; and

• Mr Gregg Taylor, Independent Non-Executive Director.

The majority of the members of the Remuneration and Nomination Committee are considered to be independent, including the chair of the Remuneration and Nomination Committee.

The Charter of the Remuneration and Nomination Committee is available at the Company’s website: www.acrow.com.au.

The number of Remuneration and Nomination Committee meetings held during the period is disclosed in the Company’s Annual Report.

The Company disclosed its remuneration policy in the 2019 Annual Report and intends to disclose its updated remuneration policy in the next Annual Report.

The Company has a Securities Trading Policy that prohibits directors, officers and employees from entering into

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• (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and

• (b) disclose that policy or a summary of it.

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transactions or arrangements which limit the economic risk of participating in unvested entitlements under any equitybased remuneration scheme.

A copy of the Securities Trading Policy is available on the Company’s website at the following URL: www.acrow.com.au.

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