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ANTEOTECH LTD Governance Information 2015

Sep 15, 2015

64304_rns_2015-09-15_229f8aea-fc42-452b-8006-8fa2d8f499f9.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

Name of entity Name of entity
Anteo Diagnostics Limited
ABN/ARBN
Financialyear ended
75 070 028 625
30 June 2015
75 070 028 625 30 June 2015

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: https://anteotech.com/wp-content/uploads/Statement-of-CorporateGovernance-1-24082015.pdf

The Corporate Governance Statement is accurate and up to date as at 24 August 2015 and has been approved by the board.

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

Date here: 24 August 2015 Sign here: _______ Director

Print name: Richard Martin

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 haveNOT
followed 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 OR
at this location:
______
Insert location here_
… 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 OR
at this location:
______
_Insert location here
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

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 haveNOT
followed the
recommendation in
full for the whole of
the period above. We
have disclosed …
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 this location:
_________
Insert location here
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 this location:
_________
Insert location here
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

3

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 haveNOT
followed the
recommendation in
full for the whole of
the period above. We
have disclosed …
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 this location:
_________
Insert location here
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
1.5 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
… the fact that we have a diversity policy that complies with paragraph (a):
in our Corporate Governance Statement OR
at this location:
______
Insert location here_:
… and a copy of our diversity policy or a summary of it:
at this location:
______
_Insert location here

… 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 Statement OR
at this location:
_________
Insert location here
… and the information referred to inparagraphs(c)(1)or(2):
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

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 haveNOT
followed the
recommendation in
full for the whole of
the period above. We
have disclosed …
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
in our Corporate Governance Statement OR
at this location:
_________
Insert location here

5

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 haveNOT
followed the
recommendation in
full for the whole of
the period above. We
have disclosed …
that Act.
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 this location:
______
Insert location here_
… and the information referred to in paragraph (b):
in our Corporate Governance Statement OR
at this location:
______
_Insert location here
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

6

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 haveNOT
followed the
recommendation in
full for the whole of
the period above. We
have disclosed …
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 this location:
______
Insert location here_
… and the information referred to in paragraph (b):
in our Corporate Governance Statement OR
at this location:
______
_Insert location here
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

7

Corporate Governance Council
recommendation
We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT
followed the
recommendation in
full for the whole of
the period above. We
have disclosed …
PRINCIPLE 2- STRUCTURE THE BOARD TO ADD VALUE

8

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 followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT
followed the
recommendation in
full for the whole of
the period above. We
have disclosed …
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 Statement OR
at this location:
______
Insert location here_
… and the information referred to in paragraphs (4) and (5):
in our Corporate Governance Statement OR
at this location:
______
_Insert location here

[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 Statement OR
at this location:
_________
Insert location here
9
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
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 followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT
followed the
recommendation in
full for the whole of
the period above. We
have disclosed …
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 Statement OR
at this location:
_________
Insert location here
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

10

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 followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT
followed the
recommendation in
full for the whole of
the period above. We
have disclosed …
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 this location:
______
Insert location here_
… where applicable, the information referred to in paragraph (b):
in our Corporate Governance Statement OR
at this location:
______
_Insert location here

… the length of service of each director:
in our Corporate Governance Statement OR
at this location:
_________
Insert location here
an explanation
why that is so in
our Corporate
Governance
Statement

11

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 followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT
followed the
recommendation in
full for the whole of
the period above. We
have disclosed …
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 this location:
_________
Insert location here
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 this location:
_________
Insert location here:
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

12

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 followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT
followed the
recommendation in
full for the whole of
the period above. We
have disclosed …
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 this location:
_________
Insert location here
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 Statement OR
at this location:
_________
Insert location here
an explanation
why that is so in
our Corporate
Governance
Statement
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
majorityof whom
[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 this location:
_________
Insert location here
… and a copy of the charter of the committee:
an explanation
why that is so in our
Corporate Governance
Statement

13

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 haveNOT
followed the
recommendation in
full for the whole of
the period above. We
have disclosed …
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
at this location:
http://anteotech.com/wp-content/uploads/141510_Audit_and_Risk_Committee.pdf
… and the information referred to in paragraphs (4) and (5):
in our Corporate Governance Statement OR
at this location:
______
Insert location here_
[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 this location:
______
_Insert location here

14

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 haveNOT
followed the
recommendation in
full for the whole of
the period above. We
have disclosed …
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 OR
at this location:
_________
Insert location here
an explanation
why that is so in
our Corporate
Governance
Statement

15

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 haveNOT
followed the
recommendation in
full for the whole of
the period above. We
have disclosed …
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 this location:
_________
Insert location here
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 this location:
_________
Insert location here:
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 this location:
http://anteotech.com/
an explanation
why that is so in
our Corporate
Governance
Statement

16

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 haveNOT
followed the
recommendation in
full for the whole of
the period above. We
have disclosed …
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 this location:
_________
Insert location here
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 this location:
_________
Insert location here
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 this location:
_________
Insert location here
an explanation
why that is so in
our Corporate
Governance
Statement

17

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 haveNOT
followed the
recommendation in
full for the whole of
the period above. We
have disclosed …
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
[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 this location:
______
Insert location here_
… and a copy of the charter of the committee:
at this location:
http://anteotech.com/wp-content/uploads/141510_Audit_and_Risk_Committee.pdf
… and the information referred to in paragraphs (4) and (5):
in our Corporate Governance Statement OR
at this location:
______
_Insert location here

[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 this location:
_________
Insert location here
an
explanation why
that is so in our
Corporate
Governance
Statement

18

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 haveNOT
followed the
recommendation in
full for the whole of
the period above. We
have disclosed …
risk
committee
or
committees
that
satisfy
(a)
above,
disclose that fact and
the
processes
it
employs
for
overseeing
the
entity’s
risk
management
framework.
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 OR
at this location:
_________
Insert location here
an explanation
why that is so 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
[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 this location:
_________
Insert location here
[If the entitycomplies withparagraph(b):
an explanation
why that is so in
our Corporate
Governance
Statement

19

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 haveNOT
followed the
recommendation in
full for the whole of
the period above. We
have disclosed …
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:
in our Corporate Governance Statement OR
at this location:
_________
Insert location here:
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 this location:
_________
Insert location here
an explanation
why that is so 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:
[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 this location:
:
… and the information referred to in paragraphs (4) and (5):
in our Corporate Governance Statement OR
at this 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

20

Corporate Governance Council We have followed the recommendation in full for the whole of the period above. We have disclosed … recommendation

We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …

Corporate Governance Council
recommendation
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 haveNOT
followed the
recommendation in
full for the whole of
the period above. We
have disclosed …
(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 (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 this location:
_________
Insert location here

21

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 haveNOT
followed the
recommendation in
full for the whole of
the period above. We
have disclosed …
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
at this location:
at this location:
_________
Insert location here
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
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 Statement OR
at this location:
_________
Insert location here
an explanation
why that is so in
our Corporate
Governance
Statement OR
we 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

22

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 haveNOT
followed the
recommendation in
full for the whole of
the period above. We
have disclosed …
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 this location:
_________
Insert location here
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 Statement OR
at this location:
_________
Insert location here
an explanation
why that is so in
our Corporate
Governance
Statement

23