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ADALTA LIMITED Governance Information 2017

Sep 6, 2017

64247_rns_2017-09-06_748afb12-2997-4003-af75-50b0ba7b2a18.pdf

Governance Information

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Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

ADALTA LIMITED

ABN/ARBN ABN/ARBN Financialyear ended
120 332 925 30 JUNE 2017

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://adalta.com.au/investors/corporate‐governance/

The Corporate Governance Statement is accurate and up to date as at 30 June 2017 and has been approved by the board.

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

Date here: 6 September 2017

Sign here: Company secretary

Print name: Cameron Jones

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.

1

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 haveNOTfollowed the recommendation in full
for the whole of the period above. We have disclosed
…
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
…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):
• in our Corporate Governance Statement;
AND
• in our Board Charter at
www.adalta.com.au/investors/corporate-governance
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 StatementAND
• in our notices of AGM
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
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

2

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.		 1.5 (a) (b) & (c) …the fact that we follow this
recommendation:
• in our Corporate Governance Statement;
AND
in our Diversity Policy at
www.adalta.com.au/investors/corporate-governance
Men on the board: 4
Women on the board: 2
There are no other senior executives or employees.		 1.5 (c)…an explanation why that is so in our Corporate
Governance Statement.
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		 In relation to paragraph (b)…. an explanation why that is
so in our Corporate Governance Statement.

3

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 fact that we follow this recommendation:
• in our Corporate Governance Statement
• in our Annual Report
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.		 …the fact that we follow this recommendation:
• in our Corporate Governance Statement
…the charter:
is at www.adalta.com.au/investors/corporate-
governance		 In relation to paragraph (a)(5)…. an explanation why that
is so in our Corporate Governance Statement.
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:
• is at www.adalta.com.au/investors/corporate-
governance

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
(b):
• in our Corporate Governance Statement
…the length of service of each director:
• in our Corporate Governance StatementAND
• in our Annual Report
2.4 A majority of the board of a listed entity should be
independent directors.		 …an explanation why that is so in our Corporate
Governance Statement.
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
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
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:
• is at www.adalta.com.au/investors/corporate-
governance
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:		 …the fact that we follow this recommendation:
• in our Corporate Governance Statement.		 In relation to paragraph (a)(5)…. an explanation why that
is so in our Corporate Governance Statement.

5

(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.
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
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
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:
• in our Corporate Governance StatementAND
• at www.adalta.com.au/investors/corporate-governance

6

PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS

PRINCIPLE 6– RESPECT THE RIGHTS OF SECURITY HOLDERS PRINCIPLE 6– RESPECT THE RIGHTS OF SECURITY HOLDERS PRINCIPLE 6– RESPECT THE RIGHTS OF SECURITY HOLDERS PRINCIPLE 6– RESPECT THE RIGHTS OF SECURITY HOLDERS 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:
• www.adalta.com.au/investors/corporate-governance
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 StatementAND
• at www.adalta.com.au/investors/corporate-governance
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.		 …the fact that we follow this recommendation:
•
in our Corporate Governance StatementAND
• at www.adalta.com.au/investors/corporate-governance
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
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.		 …the fact that we satisfy the majority of these matters and
the processes we employ for overseeing our risk
management framework:
• in our Corporate Governance StatementAND
• in our Risk Management and Internal Compliance and
Control Policy at:
• www.adalta.com.au/investors/corporate-governance		 In relation to paragraph (a)(5)…. an explanation why that
is so in our Corporate Governance Statement.

7

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 we follow this recommendation:
• in our Corporate Governance Statement
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.		 …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 are disclosed
at the following locations:
• in our Corporate Governance StatementAND
• in our Risk Management Policy at:
• www.adalta.com.au/investors/corporate-governance
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
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.		 …the fact that we do 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		 In relation to paragraph (a)(5)…. an explanation why that
is so in our Corporate Governance Statement.

8

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
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 StatementAND
•
in our Share Trading Policy at:
www.adalta.com.au/investors/corporate-governance

9

AdAlta Limited Corporate Governance Statement

AdAlta Limited ABN 92 120 332 925 (the ‘Company’)

Corporate Governance Statement

This Corporate Governance Statement as at 30 June 2017 sets out the Company’s compliance with the third edition of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations ( Principles and Recommendations ). The Principles and Recommendations are not mandatory.

The Company currently has in place various corporate governance policies and charters, as described below and which are available in a dedicated corporate governance section of the Company’s website at www.adalta.com.au.

Principles and Recommendations Comply
(Yes/No)		 Explanation
Principle 1 – Lay solid foundations for management and oversight
A listed entity should establish and disclose the respective roles and responsibilities of
its boards and management and how their performance is monitored and evaluate.
Recommendation 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.		 YES The respective roles and responsibilities of
the Board and management are defined
under the Board Charter, a copy of which
is available on the Company’s website at
www.adalta.com.au.There is a clear
delineation between those matters
expressly reserved to the Board and those
delegated to management.
A copy of the Board Charter is available on
the Company’s website at
www.adalta.com.au
Recommendation 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.		 YES The process for selection, appointment
and re-appointment of directors is detailed
in the Company’s Remuneration and
Nomination Committee Charter.
Under the Remuneration and Nomination
Committee Charter, shareholders are
required to be provided with all material
information in the Committee’s possession
relevant to a decision on whether or not to
elect or re-elect a director.
The Company will undertake appropriate
checks (including criminal record and
bankruptcy checks) before appointing a
person, or putting forward to shareholders
a candidate for election as a director.
The Company has undertaken appropriate
checks on all of its current directors.

AdAlta Limited

Page 1 of 12

AdAlta Limited Corporate Governance Statement

Principles and Recommendations Comply
(Yes/No)		 Explanation
Recommendation 1.3
A listed entity should have a written
agreement with each director and
senior executive setting out the terms
of their appointment.		 YES AdAlta has a written agreement in place
with each director and senior agreement
setting out their terms of appointment.
Recommendation 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.		 YES The Company Secretary is Cameron Jones,
who is accountable to the Board through
the Chairman, Paul MacLeman. The role of
the Company Secretary is outlined in the
Board Charter.
Recommendation 1.5
A listed entity should:
(a) have a diversity policy which
includesrequirements 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.		 YES
YES
NO
YES
YES		 The Company values diversity and
recognises the benefit it can bring in
achieving its goals. To this end, the
Company has established a Diversity
Policy that reflects its commitments and
objectives.
A copy of the Diversity Policy is available
on the Company’s website at
www.adalta.com.au
The Company’s Remuneration and
Nomination Committee is responsible for
setting measureable objectives for
achieving gender diversity and monitoring
their achievement.
The Company is committed to ensuring
that the appropriate mix of skills,
experience, expertise and diversity are
considered when employing staff at all
levels of the organisation, and when
making new senior executive and Board
appointments, and is satisfied that the
composition of employees, senior
executives and members is appropriate for
the Company considering its size and
environment.
The Company has four men and two
women on the Board, including a female
Managing Director.

AdAlta Limited

Page 2 of 12

AdAlta Limited Corporate Governance Statement

Principles and Recommendations Comply
(Yes/No)		 Explanation
No. %
Women employed in
whole organistation		 3 43%
Women in senior
executive roles		 1 100%
Women in board
positions		 2 33%
Recommendation 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.		 YES
NO		 The Remuneration and Nomination
Committee Charter describes the role of
the Committee and the process for
evaluating the performance of the Board,
its committees and individual directors.
The Remuneration and Nomination
Committee Charter is available on the
Company’s website at www.adalta.com.au
The Company has a process of completing
a Board Evaluation Questionnaire and will
assess the results derived from that
Questionnaire on at least an annual basis
as part of the process for periodically
evaluating the performance of the Board,
its Committees and individual directors.
No formal review was undertaken in the
financial year ending 30 June 2017. The
Board will consider if a formal
performance evaluation is required in
future years.
Recommendation 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		 YES Under theRemuneration and Nomination
Committee Charter, the Board is
responsible for reviewing the performance
of its senior executives on an annual basis.
A review of the senior executive of the
Company was undertaken during the
financial year ending 30 June 2017.
This is also disclosed in the Annual Report.

AdAlta Limited

Page 3 of 12

AdAlta Limited Corporate Governance Statement

Principles and Recommendations Comply
(Yes/No)		 Explanation
Principle 2 – Structure the board to add value
A listed entity should have a board of an appropriate size, composition, skills and
commitment to enable it to discharge its duties effectively.
Recommendation 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.		 YES The Board has established a Remuneration
and Nomination Committee to oversee the
selection and appointment practices of the
Company.
The Remuneration and Nomination
Committee is governed by a Remuneration
and Nomination Committee Charter.
The Remuneration and Nomination
Committee consists of three directors,
John Chiplin, Paul MacLeman and Liddy
McCall. The majority of the Committee are
independent directors for ASX purposes.
The Committee is chaired by John Chiplin,
who is an independent director for ASX
purposes.
The Charter is available for review on the
Company’s website at www.adalta.com.au.
The number of times the committee met
has not been disclosed. The Company will
provide this information in future years.
Recommendation 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.		 YES The Company has in place a Board Skills
Matrix, setting out the mix of skills and
diversity that the Board currently has and
is looking to achieve in its membership.
A review of the skills matrix of the Board
was undertaken during the financial year
ending 30 June 2017.
The Board’s Skills Matrix is available on
theCompany’s website at
www.adalta.com.au.

AdAlta Limited

Page 4 of 12

AdAlta Limited Corporate Governance Statement

Principles and Recommendations Comply
(Yes/No)		 Explanation
Recommendation 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.		 YES The Board considers that a director is an
independent director where that director
is free of any interest, position, association
or relationship that might influence, or
reasonably be perceived to influence, in a
material respect his or her capacity to
bring an independent judgment to bear on
issues before the Board and to act in the
best interests of the Company and its
shareholders generally. When determining
the independence of a director, the
Company also takes into account the
factors relevant to assessing the
independence of a director listed in
Recommendation 2.3 of the Principles and
Recommendations.
The directors considered by the Board to
be independent directors for ASX purposes
are Paul MacLeman, John Chiplin and
Robert Peach.
Although Paul MacLeman and John Chiplin
of these directors have an interest in the
Company, the Board does not consider this
to be significant nor compromise the
independence of the director.
The following directors are considered by
the Board to be not independent directors
for ASX purposes:
•
Managing Director and CEO,
Samantha Cobb, because of her
executive role in the Company;
•
Non-Executive Directors, James
Williams and Elizabeth McCall,
because they are also directors of a
substantial shareholder of the
Company, Yuuwa Capital LP.
The length of service of each director is as
follows:
Paul MacLeman: 16/04/2015 – present
Samantha Cobb: 29/06/2007 – present
James Williams: 16/12/2010 – present
Elizabeth McCall: 16/12/2010 – present
John Chiplin: 16/05/2014 – present
Robert Peach:14/11/2016 – present

AdAlta Limited

Page 5 of 12

AdAlta Limited Corporate Governance Statement

Principles and Recommendations Comply
(Yes/No)		 Explanation
Recommendation 2.4
A majority of the board of a listed
entity should be independent
directors.		 NO The Board does not have a majority of
independent directors due to the
Company’s size and the early stage of its
development. The Board believes that, the
Board as a whole is not hindered in its
ability to exercise independent view and
judgement.
Recommendation 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.		 YES The Non-Executive Chairman of the Board,
Paul MacLeman, is an independent
director and is not, the CEO of the
Company.
Recommendation 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.		 YES The Company’s Remuneration and
Nomination Committee is responsible for
establishing and facilitating an induction
program for new directors.
When appointed to the Board, a new
director will receive an induction
appropriate to their experience. The
Company’s Remuneration and Nomination
Committee will also provide appropriate
professional development opportunities
for directors to develop and maintain the
skills and knowledge needed to perform
their role as directors effectively.
Principle 3 – Act ethically and responsibly
A listed entity should act ethically and responsibly.
Recommendation 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		 YES The Company has developed a Code of
Conduct that has been fully endorsed by
the Board, and applies to all directors,
senior executives and employees. The
Code of Conduct is reviewed and updated
as necessary to ensure it reflects the
highest standards of behaviour and
professionalism, and the practices
necessary to maintain confidence in the
Group’s integrity, and to take into account
legal obligations and reasonable
expectations of the Company’s
stakeholders.

AdAlta Limited

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AdAlta Limited Corporate Governance Statement

Principles and Recommendations Comply Explanation (Yes/No) Principle 4 – Safeguard integrity in corporate reporting A listed entity should have formal and rigorous processes that independently verify and safeguard the integrity of its corporate reporting. Recommendation 4.1 YES The Company has established an Audit and Risk Committee to oversee the The board of a listed entity should: management of financial and internal risks. The Audit and Risk Committee is (a) have an audit committee which: governed by an Audit and Risk Committee Charter, copy of which is available on the (1) has at least three members, all of Company’s website at www.adalta.com.au. whom are non-executive directors and a majority of whom are The Committee consists of three directors, independent directors; and Robert Peach, Paul MacLeman and John Chiplin. All members of the Committee are (2) is chaired by an independent independent directors for ASX purposes. director, who is not the chair of the and all the members of Committee are board, non-executive directors. and disclose: The Chairman of the Committee Robert Peach who is an independent director. (3) the charter of the committee; The number of times the committee met (4) the relevant qualifications and has not been disclosed. The Company will experience of the members of the provide this information in future years. 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.

AdAlta Limited

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AdAlta Limited Corporate Governance Statement

Principles and Recommendations Comply
(Yes/No)		 Explanation
Recommendation 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.		 YES Prior to approving the Company’s financial
statements, the Board receives from the
CEO and CFO a declarationthat, in their
opinion, the financial records of the
Company 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
Company and that the opinion has been
formed on the basis of a sound system of
risk management and internal control
which is operating effectively.
Recommendation 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.		 YES The Company requests the external
Auditor to attend the Annual General
Meeting, and be available to answer
shareholders’ questions about the conduct
of the audit, and the preparation and
content of the Auditor’s Report.
Principle 5 – Make timely and balanced disclosure
A listed entity should make timely and balanced disclosure of all matters concerning it
that a reasonable person would expect to have a material effect on the price or value of
its securities.
Recommendation 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.		 YES The Board has established a policy
governing continuous disclosure, which
complies with its obligations under the
ASX Listing Rules.
This policy is available on the Company’s
website at www. adalta.com.au.
The Board has designated the Company
Secretary as the person responsible for
overseeing and coordinating disclosure of
information to the ASX, as well as
communicating with the ASX.

AdAlta Limited

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AdAlta Limited Corporate Governance Statement

Principles and Recommendations Comply
(Yes/No)		 Explanation
Principle 6 – Respect the rights of security holders
A listed entity should respect the rights of its security holders by providing them with
appropriate information and facilities to allow them to exercise those rights effectively.
Recommendation 6.1
A listed entity should provide
information about itself and its
governance to investors via its
website.		 YES The Company provides information about
itself and its corporate governance details
on its website at www.adalta.com.au,
including all of its governance policies and
other company information.
Recommendation 6.2
A listed entity should design and
implement an investor relations
program to facilitate effective two-
way communication with investors.		 YES The Company has adopted a Shareholders
Communications Policy for shareholders
wishing to communicate with the Board.
This policy is available on the Company’s
website at www.adalta.com.au.
Recommendation 6.3
A listed entity should give security
holders the option to receive
communications from, and send
communications to, the entity and its
security registry electronically.		 YES The Company gives security holders the
option to receive communications from,
and send communications to, the Company
and its security registry electronically via
its website, www.adalta.com.au.
Principle 7 – Recognise and manage risk
A listed entity should establish a sound risk management framework and periodically
review the effectiveness of that framework.
Recommendation 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		 YES The Company has adopted a Risk
Management Policy which is designed to
assist the Company to oversee and
approve risk management strategy and
policies, internal compliance and internal
control.
A copy of the Company’s Risk Management
Policy is available on the Company’s
website at www. adalta.com.au
The Board has delegated responsibility for
the day to day management of the
Company’s risk profile to the Audit and
Risk Committee.
The Audit and Risk Committee is governed
by an Audit and Risk Committee Charter, a
copy of which is available on the
Company’s website at www.adalta.com.au.

AdAlta Limited

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AdAlta Limited Corporate Governance Statement

Principles and Recommendations Comply
(Yes/No)		 Explanation
. (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.		 The Committee consists of three directors,
Robert Peach, Paul MacLeman and John
Chiplin. All members of the Committee are
independent directors for ASX purposes.
The Chairman of the Committee, Robert
Peach, is an independent director for ASX
purposes.
The Board is responsible for the overall
assessment of the effectiveness of risk
management and internal compliance and
control.
The number of times the committee met
has not been disclosed. The Company will
provide this information in future years.
Recommendation 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.		 YES The Risk Management Policy provides for
regular reporting to the Board on the
Company’s risk management framework.
The Company’s management is
responsible for designing, implementing
and reporting on the adequacy of the
Company’s risk management and internal
control system. Management reports to
the Audit and Risk Committee on the
Company’s key risks and the extent to
which it believes these risks are being
monitored at each Committee meeting.
The Audit and Risk Committee reviews
and monitors risk management, and
internal compliance and control systems,
at least annually.
Recommendation 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.		 YES The Company does not have an internal
audit function.
The process followed by the Board
includes regular reviews of internal
controls and accounting.

AdAlta Limited

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AdAlta Limited Corporate Governance Statement

Principles and Recommendations Comply
(Yes/No)		 Explanation
Recommendation 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.		 YES The Company does not have any material
exposure to economic, environmental or
social sustainability risks.
Principle 8 – Remunerate fairly and responsibly
A listed entity should pay director remuneration sufficiently to attract and retain high
quality directors and design its executive remuneration to attract, retain and motivate
high quality senior executives and to align their interests with the creation of value for
security holders.
Recommendation 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.		 YES The Remuneration and Nomination
Committee is governed by a Remuneration
and Nomination Committee Charter, a
copy of which is available on the
Company’s website on
www.adalta.com.au. The Charter describes
the role of the Committee and the process
for evaluating the performance of the
Board, its Committees and individual
directors.
The Remuneration and Nomination
Committee consists of three directors,
John Chiplin, Paul MacLeman and Liddy
McCall. The majority of the Committee
are independent directors for ASX
purposes. The Committee is chaired by,
John Chiplin, who is an independent
director for ASX purposes.
The number of times the committee met
has not been disclosed. The Company will
provide this information in future years.

AdAlta Limited

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AdAlta Limited Corporate Governance Statement

Principles and Recommendations Comply
(Yes/No)		 Explanation
Recommendation 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.		 YES The Remuneration and Nomination
Committee holds the responsibility of
making recommendations to the Board in
relation to the Company’s policies and
practices regarding the remuneration of
non-executive directors and the
remuneration of executive directors and
other senior executives.
Recommendation 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.		 YES The Company has a Securities Trading
Policy, which provides that participants
must not, without prior approval of the
Chairman or the Board, engage in short
selling or other hedging arrangements,
deal in derivatives or enter into other
arrangements which vary economic risk
related to the Company’s securities.
A copy of the Securities Trading Policy is
availableon the Company’s website at
www.adalta.com.au

AdAlta Limited

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