Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

AUSSIE BROADBAND LIMITED Governance Information 2021

Aug 29, 2021

64278_rns_2021-08-29_24c96b76-51b0-47ce-9012-158c27a693b5.pdf

Governance Information

Open in viewer

Opens in your device viewer

==> picture [242 x 63] intentionally omitted <==

Aussie Broadband Limited

ABN 29 132 090 192

Corporate Governance Statement For the year ended 30 June 2021

AUSSIE BROADBAND LIMITED AND ITS CONTROLLED ENTITIES ABN 29 132 090 192 3 Electra Avenue, Morwell VIC 3840 1300 880 905 www.aussiebroadband.com.au

Corporate Governance Statement For the year ended 30 June 2021

==> picture [125 x 33] intentionally omitted <==

Introduction

The Board is responsible for establishing Aussie Broadband Limited’s (the Company’s) corporate governance framework, the key features of which are set out below. In establishing its corporate governance framework, the Board referred to the 4th edition of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (ASX Recommendations).

In accordance with ASX Listing Rule 1.1 Condition 16, the corporate governance statement discloses the extent to which the Company follows the ASX Recommendations. The Company follows each ASX Recommendation where the Board considers the ASX Recommendation to be an appropriate benchmark for its corporate governance practices. Where the Company’s corporate governance practices follow an ASX Recommendation, the Board has reported on the adoption of the ASX Recommendation. In compliance with the ‘if not, why not’ reporting regime, where, after due consideration, the Company’s corporate governance practices do not follow an ASX Recommendation, the Board has explained its reasons for not following the ASX Recommendation and disclosed what, if any, alternative practices the Company will adopt instead of those in the ASX Recommendation.

The following governance-related documents can be found on the Company’s website at www.aussiebroadband.com.au:

  • Board Charter

  • Audit, Risk and Compliance Committee Charter

  • People and Community Committee Charter

  • Code of Conduct

  • Statement of Values

  • Securities Trading Policy

  • Continuous Disclosure Policy

  • Occupational Health and Safety Policy

  • Gifts, Entertainment and Anti-Bribery Policy

  • Whistleblower Policy

This corporate governance statement was approved by the Board and is current as at 30 August 2021.

© Aussie Broadband Limited

Page 1

Corporate Governance Statement For the year ended 30 June 2021

==> picture [125 x 33] intentionally omitted <==

ASX Recommendation Compliance by the Company Compliance by the Company
Principle 1– Lay solid foundations for management and oversight
1.1
A listed entity should have and disclose a Board Charter
setting out:
(a) the respective roles and responsibilities of its Board
and management; and
(b) those matters expressly reserved for the Board and
those delegated to management.
The Company complies with this recommendation.
The Company has established the respective roles and responsibilities of its Board
and management, and those matters expressly reserved for the Board and those
delegated to management, and has documented these roles and responsibilities in
its Board Charter.
The responsibilities of the Board include (without limitation) to:

represent and serve the interests of shareholders by overseeing and
appraising the Company’s strategies, policies and performance;

optimise the Company’s performance to build sustainable value for
shareholders;

review compliance with the Company’s ‘why’ (i.e. the Company’s mission and
purpose), values and governance framework; and

ensure that shareholders are kept informed of the Company’s performance.
In exercising its responsibilities, the Board recognises that there are many
stakeholders in the operations of the Company, including employees, shareholders,
the government and the community.
The Board has delegated responsibility for the day-to-day business operations of the
Company to the Managing Director. The management team, led by the Managing
Director, is accountable to the Board.
Matters expressly reserved for the Board are set out in the Board Charter.
A copy of the Board Charter is available on the Company’s Investor Centre page at
https://www.aussiebroadband.com.au/investor-centre/.

© Aussie Broadband Limited

Page 1

Corporate Governance Statement For the year ended 30 June 2021

==> picture [125 x 33] intentionally omitted <==

ASX Recommendation Compliance by the Company
1.2
A listed entity should:
(a) undertake appropriate checks before appointing a
director or senior executive or putting someone
forward 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 Company complies with this recommendation.
The Company undertakes appropriate checks before appointing a person or putting
forward to shareholders a candidate for election as a director and provides
shareholders with all material information in its possession relevant to a decision on
whether or not to elect a director.
1.3
A listed entity should have a written agreement with each
director and senior executive setting out the terms of their
appointment.
The Company complies with this recommendation.
The Company has a written agreement with each of the directors and senior
executives setting out the terms of his or her appointment.
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 Company complies with this recommendation.
The Company Secretary is accountable directly to the Board, through the Chair on
all matters to do with the proper functioning of the Board. The Company Secretary is
responsible for coordination of all Board business, including agendas, Board papers,
minutes, communication with regulatory bodies and ASX, and all statutory and other
filings.
1.5
A listed entity should:
(a) have and disclose a diversity policy;
(b) through its Board or a committee of the Board set
measurable objectives for achieving gender diversity
in the composition of its Board, senior executives and
workforce generally; and
(c) disclose in relation to each reporting period:
(i)
the measurable objectives set for that period to
achieve gender diversity;
The Company does not comply with this recommendation.
The Company does not have a diversity policy in place. The Company’s view is that
inclusion should be driven by culture (we want to) rather than by policy (we have to).
In this regard, inclusion and diversity are embedded in the Company’s culture
stemming from two of its values:

be good to people; and

no bullshit.
The Company has developed a mature diversity and inclusion program that is driven
by staff, with an ‘all the small things’ approach that has dramatically shifted diversity
figures within the Company over the past 4 years.

© Aussie Broadband Limited

Page 2

Corporate Governance Statement For the year ended 30 June 2021

==> picture [125 x 33] intentionally omitted <==

ASX Recommendation Compliance by the Company
(ii)
the entity’s progress towards achieving those
objectives; and
(iii)
either:
(A) the respective proportions of men and women
on the Board, in senior executive positions
and across the whole workforce (including
how the entity has defined ‘senior executive’
for these purposes); or
(B) 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.
If the entity was in the S&P/ASX 300 Index at the
commencement of the reporting period, the measurable
objective for achieving gender diversity in the composition of
its Board should be to have not less than 30% of its directors
of each gender within a specified period.

The program includes:

a staff working group with representation from across the business that drives
initiatives and projects across the Company, including sub-groups for our
Reconciliation Action Plan and LGBTIQ+ networks, currently addressing
aspects of diversity including gender, sexual orientation, gender expression,
disability, neurodivergence, multiculturalism, Aboriginal and Torres Strait
Islanders and ex-offenders;

a dedicated Community Impact Officer to implement initiatives and projects as
determined by the working group;

compulsory training on unconscious bias, anti-discrimination and equal
opportunity; and

staff training options to build awareness of multiculturalism, disability,
Australian and Torres Strait Islander and LGBTIQ inclusion, as well as
LGBTIQ Ally training.
The Company also acknowledges that its understanding of diversity and inclusion is
constantly shifting, and that its approach needs to be flexible to accommodate this.
For example, the Company no longer regards gender as binary, and recently
adopted neurodivergence as an aspect of its diversity program. The Company
considers the diversity program together with its culture, which inherently instils
diversity, suitable for the Company given its resources, size and operations.
As at May 2021, 31% of the Company’s employees were women. Women in middle
management positions totalled 32%, while women working in our business as team
members represented 31%. There is one woman on the Executive Leadership
Team.
The People and Community Committee Charter specifies that directors must review:

the diversity of the Board, senior management and workforce;

diversity objectives, programs and progress; and

© Aussie Broadband Limited

Page 3

Corporate Governance Statement For the year ended 30 June 2021

==> picture [125 x 33] intentionally omitted <==

ASX Recommendation Compliance by the Company

policies and practices relating to equal opportunity, sexual harassment,
diversity and unfair dismissal to ensure they not only meet compliance
requirements but are a good fit for our culture.
The People and Community Committee must assist the Board to develop 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.
A copy of the People and Community Committee Charter is available on the
Company’s Investor Centre page at https://www.aussiebroadband.com.au/investor-
centre/.
The Company is pleased to note that staff satisfaction on inclusion measures
including age, race/ethnicity, gender, disability, neurodivergence and sexual
orientation scored between 91% and 98% for FY21. This data was taken from the
annual survey performed independently by Great Place to Work Australia Pty Ltd.
The full survey data-set plus a culture audit score forms the judging criteria which
certified the Company as a‘Great Place to Work’.
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 Company complies with this recommendation.
The Board will ensure that an annual performance evaluation of the Board, individual
directors and the Chair is conducted in accordance with its performance evaluation
process as set out at Annexure 2 of the Board Charter (Performance Evaluation
Process).
This process is reviewed annually. An evaluation of the performance of the Board, its
committees and individual directors was undertaken during July and August 2021 in
accordance with the Performance Evaluation Process.
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 Company complies with this recommendation.
The People and Community Committee is responsible for evaluating the
performance of the Company’s executive team in accordance with the Performance
Evaluation Process.

© Aussie Broadband Limited

Page 4

Corporate Governance Statement For the year ended 30 June 2021

==> picture [125 x 33] intentionally omitted <==

ASX Recommendation Compliance by the Company
Arrangements are in place to monitor the performance of senior executives of the
Company. The direct reports to the Chief Executive Officer will have formal reviews
conducted at least once a year.
Performance is measured against previously agreed objectives / key performance
indicators (KPIs). Apart from reviewing KPIs, the performance appraisal also
considers leadership competencies, areas of improvement, training and
development as well as career aspirations.
Principle 2– Structure the Board to add value
2.1
The Board of a listed entity should:
(a) have a nomination committee which:
(i)
has at least 3 members, a majority of whom are
independent directors; and
(ii)
is chaired by an independent director, and
disclose:
(iii)
the charter of the committee;
(iv)
the members of the committee; and
(v)
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 Company complies with this recommendation.
The Company established a People and Community Committee to perform the role
ordinarily assumed by a nomination committee.
The People and Community Committee provides advice and assistance to the Board
regarding the Company’s people and community activities, including making
recommendations to the Board on remuneration packages and policies in respect of
directors and senior executives of the Company.
The People and Community Committee comprises 4 directors, being:

Richard Dammery (Chair);

Adrian Fitzpatrick;

Patrick Greene; and

Vicky Papachristos.
The People and Community Committee contains a majority of independent directors
and is chaired by an independent director.
The People and Community Committee Charter sets out the required composition of
the Committee, including that the Committee should comprise:

a minimum of 3 members; and

© Aussie Broadband Limited

Page 5

Corporate Governance Statement For the year ended 30 June 2021

==> picture [125 x 33] intentionally omitted <==

ASX Recommendation Compliance by the Company Compliance by the Company

an independent director of the Company as Chair.
The People and Community Committee is responsible for:

assisting the Board in developing a skills matrix and identifying the mix of
skills and diversity that the Board currently has or is looking to achieve;

assisting the Board in identifying qualified individuals for nomination to the
Board;

making recommendations in relation to the composition of the Board;

reviewing the Company’s people policies and practices including safety,
health and wellbeing policies, performance management and succession
planning;

reviewing the Company’s equal opportunity and diversity policies and
practices;

reviewing and approving the Company’s remuneration policy to ensure that
the Company’s remuneration is competitive and attracts, retains and
motivates team members;

making recommendations to the Board on the Company’s equality-based
remuneration plans available to the executive team and employees; and

assisting the Board to develop and implement a process to evaluate the
performance of the Board as a whole.
During the reporting period, the People and Community Committee met 5 times.
A copy of the People and Community Committee Charter is available on the
Company’s Investor Centre page at https://www.aussiebroadband.com.au/investor-
centre/.
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.
The Company complies with this recommendation.

© Aussie Broadband Limited

Page 6

Corporate Governance Statement For the year ended 30 June 2021

==> picture [125 x 33] intentionally omitted <==

ASX Recommendation Compliance by the Company
The Company provides in the People and Community Committee Charter that it will
have and disclose a Board Skills Matrix. Please see Annexure A (Board Skills
Matrix) to this Corporate Governance Statement.
The professional skills, experience and expertise of each director as at the date of
listing, are set out in the Annual Report and also in Section 6.1 of the Company’s
prospectus issued in connection with the Listing, dated 14 September 2020 (the
Prospectus).
The directors possess a range of skills, which, as a group, enable the Board to
function effectively. The key collective skills of the directors are:

Board experience;

telecommunications industry expertise;

industry and technical expertise;

accounting and financial acumen;

marketing expertise;

strategy and leadership experience;

management and commercial experience;

corporate governance expertise;

legal, risk and compliance expertise; and

mergers and acquisitions experience.
2.3
A listed entity should disclose:
(a) the names of the directors considered by the Board to
be independent directors;
The Company complies with this recommendation.
The Board considers the independence of directors having regard to the
relationships listed in Box 2.3 of the ASX Recommendations.

© Aussie Broadband Limited

Page 7

Corporate Governance Statement For the year ended 30 June 2021

==> picture [125 x 33] intentionally omitted <==

ASX Recommendation Compliance by the Company
(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.
Currently, the Board is structured as follows:

Adrian Fitzpatrick (Independent Non-Executive Chair) appointed on 1 July
2020;

Phillip Britt (Executive Director and Managing Director) appointed on 7 July
2008;

John Reisinger (Executive Director and Chief Technology Officer) appointed
on 7 July 2008;

Patrick Greene (Non-Executive Director) appointed on 24 July 2017;

Richard Dammery (Independent Non-Executive Director) appointed on 1 July
2020; and

Vicky Papachristos (Independent Non-Executive Director) appointed on 1 July
2020.
Phillip Britt and John Reisinger, who are executive directors, are not considered to
be independent.
Non-Executive Director, Patrick Greene, is currently also not considered
independent due to his role as a director of Panama Trial Pty Ltd, which is a
substantial shareholder of the Company. Please refer to Section 11.9 of the
Prospectus for full details in relation to Patrick Greene’s substantial holding.
Notwithstanding this, the Board believes that Patrick is able to objectively analyse
the issues before him in the best interests of the Company and all shareholders and
in accordance with his duties as a director.
The following directors have a substantial holding (voting power of 5% or more) in
the Company as disclosed to the ASX from time to time:

Phillip Britt via his associated entity Digital Interworks Pty Ltd;

John Reisinger via his associated entity Intertubes Pty Ltd; and

Patrick Greene via his associated entity Panama Trial Pty Ltd.

© Aussie Broadband Limited

Page 8

Corporate Governance Statement For the year ended 30 June 2021

==> picture [125 x 33] intentionally omitted <==

ASX Recommendation Compliance by the Company Compliance by the Company
Details of substantial holders is available in the Company’s Annual Report.
2.4
A majority of the Board of a listed entity should be
independent directors.
The Company does not comply with this recommendation.
The Board did not comprise a majority of independent directors during the reporting
period. However, the Company considers that the current composition of the Board
is suitable given its resources, size and operations. In particular, the current size and
composition of the Board was determined based on the operations and skill set of
the directors both individually and collectively, and in the best interest of
shareholders.
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 Company complies with this recommendation.
Adrian Fitzpatrick, the Chair of the Board, is an independent director and is not the
same person as the Chief Executive Officer / Managing Director.
2.6
A listed entity should have a program for inducting new
directors and for periodically reviewing whether there is a
need for existing directors to undertake professional
development to maintain the skills and knowledge needed to
perform their role as directors effectively.
The Company complies with this recommendation.
The People and Community Committee ensures that there is an induction program
in place for directors and that processes are in place for providing continuing
professional development opportunities for directors. The Committee regularly
reviews the effectiveness of such opportunities and maintains development
programs to support the Company’s performance and culture.
A copy of the People and Community Committee Charter is available on the
Company’s Investor Centre page at https://www.aussiebroadband.com.au/investor-
centre/.
Principle 3– Instil a culture of acting lawfully, ethically and responsibly
3.1
A listed entity should articulate and disclose its values.
The Company complies with this recommendation.
The Company has adopted a Statement of Values to reinforce the values that
underpin how the Company undertakes its business. The Statement of Values
outlines the norms and behaviours expected of the Company’s directors, senior
leaders, staff and those the Company seeks to work with. The Company’s core
values and behaviours are:

© Aussie Broadband Limited

Page 9

Corporate Governance Statement For the year ended 30 June 2021

==> picture [125 x 33] intentionally omitted <==

ASX Recommendation Compliance by the Company

Don’t be ordinary, be awesome- We always strive to go above and beyond
what is expected, even if it’s just injecting an element of humour where
appropriate or spending the extra time to make sure our customers are happy.

Think big- If someone tells us something can’t be done, that’s when we do
our best work. We do things differently and we question the status quo. Just
because something has always been done that way, does it have to stay like
that?

No bullshit- We don’t bullshit our customers. We tell it to them straight, even
though it may be news they don’t want to hear or we don’t want to tell them.
We don’t sell them things they don’t need and we take ownership when we
are wrong. We are human and it’s alright to make mistakes if we clean them
up and don’t repeat them.

Be good to people- Above all, the Company is a family for our staff and our
customers. Family is important, whether you have just joined or whether you
have been here from the start. We treat each other with respect and we are
good people because it is the right thing to do, not because it is a selling point.

Have fun- At Aussie Broadband, we love a joke, we banter and we are
playful with our customers where appropriate. Belly laughs happen a lot. We
think that if you are not having fun, you are in the wrong job or with the wrong
company.
A copy of the Statement of Values is available on the Company’s Investor Centre
page athttps://www.aussiebroadband.com.au/investor-centre/.
3.2
A listed entity should:
(a) have and disclose a code of conduct for its directors,
senior executives and employees; and
(b) ensure that the Board or a committee of the Board is
informed of any material breaches of that code.

The Company complies with this recommendation.
The Company has adopted a formal Code of Conduct that outlines the manner in
which the Company expects its directors and employees to behave and conduct
business in the workplace. The Code of Conduct applies to all staff, officers,
directors, associates, contractors, consultants and relevant third parties of the
Company.
The objectives of the Code of Conduct are to:

© Aussie Broadband Limited

Page 10

Corporate Governance Statement For the year ended 30 June 2021

==> picture [125 x 33] intentionally omitted <==

ASX Recommendation Compliance by the Company Compliance by the Company






A
at
provide a benchmark for ethical and professional behaviour;
promote healthy, respectful and positive working environments for all staff and
directors;
ensure compliance with laws, regulations, policies and procedures relevant to
the Company;
ensure there are appropriate mechanisms and procedures in place for staff
and directors to report breaches of the Code of Conduct;
ensure that staff and directors are aware of the consequences for breaching
the Code of Conduct; and
ensure that any material breach is reported to the Board.
copy of the Code of Conduct is available on the Company’s Investor Centre page
https://www.aussiebroadband.com.au/investor-centre/.
3.3
A listed entity should:
(a) have and disclose a whistleblower policy; and
(b) ensure that the Board or a committee of the Board is
informed of any material incidents reported under that
policy.
The Company complies with this recommendation.
The Company has adopted a Whistleblower Policy that promotes and supports a
culture of honest and ethical behaviour and encourages disclosure of improper
conduct.
The Whistleblower Policy also states that Whistleblower Protection Officers will
provide the Board with reports on investigations undertaken under the Whistleblower
Policy (or as directed by the Chair) as well as quarterly reports to the Board that
relate to disclosures made under the Whistleblower Policy. A copy of the
Whistleblower Policy is available on the Company’s Investor Centre page at
https://www.aussiebroadband.com.au/investor-centre/.
3.4
A listed entity should:
(a) have and disclose an anti-bribery and corruption
policy; and
The Company complies with this recommendation.
The Company has adopted a Gifts, Entertainment and Anti-Bribery Policy. This
policy ensures the Company’s officers, directors, associates, contractors and staff:

© Aussie Broadband Limited

Page 11

Corporate Governance Statement For the year ended 30 June 2021

==> picture [125 x 33] intentionally omitted <==

ASX Recommendation Compliance by the Company Compliance by the Company
(b) ensure that the Board or a committee of the Board is
informed of any material breaches of that policy.

do not give or accept gifts and/or benefits that will compromise their integrity
or appear to cause a conflict of interest;

do not give or receive payments of secret commissions;

understand whether gifts and benefits are acceptable or not;

promote investor confidence in the integrity of the Company and its
subsidiaries; and

understand the process to be followed if there is a suspected breach of the
policy.
The Gifts, Entertainment and Anti-Bribery policy also explains key principles of
bribery and corruption and the Company’s compliance process, including that the
Board or a committee of the Board must be notified of all material breaches of the
Gifts, Entertainment and Anti-Bribery Policy.
The Company developed its Gifts, Entertainment and Anti-Bribery Policy with regard
to the matters set out in Box 3.4 of the Principles and Recommendations.
A copy of the Gifts, Entertainment and Anti-Bribery Policy is available on the
Company’s Investor Centre page at https://www.aussiebroadband.com.au/investor-
centre/.
Principle 4– Safeguard integrity in corporate reporting
4.1
The Board of a listed entity should:
(a) have an audit committee which:
(i)
has at least 3 members, all of whom are non-
executive directors and a majority of whom are
independent directors; and
(ii)
is chaired by an independent director, who is not
the Chair of the Board,and disclose:
The Company complies with this recommendation.
The Audit, Risk and Compliance Committee assists the Board in fulfilling its
responsibilities for corporate governance and oversight of the Company’s financial
and corporate reporting, risk management and compliance structures and external
functions.
The Audit, Risk and Compliance Committee comprises 4 directors, being:

Vicky Papachristos (Chair);

© Aussie Broadband Limited

Page 12

Corporate Governance Statement For the year ended 30 June 2021

==> picture [125 x 33] intentionally omitted <==

ASX Recommendation Compliance by the Company
(iii)
the charter of the committee;
(iv)
the relevant qualifications and experience of the
members of the committee; and
(v)
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.



Adrian Fitzpatrick;

Richard Dammery; and

Patrick Greene.
The Audit, Risk and Compliance Committee comprises an independent Chair (who is
not the Chair of the Board), a total of 4 members, all of whom are Non-Executive
directors and a majority of whom are independent directors.
The relevant qualifications and experience of the members of the Audit, Risk and
Compliance Committee are set out in section 6.1 of the Prospectus.
The Audit, Risk and Compliance Committee Charter sets out:

the composition of the Committee, including that the Committee should
comprise:
o
only non-executive directors;
o
a majority of independent directors of the Company;
o
an independent Chair, who is not Chair of the Board; and
o
a minimum of 3 members;

the Committee’s ability to have access to the Company’s staff, internal and
external auditor and additional information from staff, management, regulatory
authorities and auditors for the purposes of carrying out its responsibilities;

that the Committee may seek the advice of independent advisors on any
matter relating to the responsibilities and duties of the Committee; and

the specific responsibilities of the Committee in relation to:
o
overseeing the Company’s relationship with its external and internal
auditors and audit functions generally;

© Aussie Broadband Limited

Page 13

Corporate Governance Statement For the year ended 30 June 2021

==> picture [125 x 33] intentionally omitted <==

ASX Recommendation Compliance by the Company
o
overseeing the preparation of financial statements and reports; and
o
managing the process of identification of risk and the management of risk
strategies.
The Audit, Risk and Compliance Committee Charter is available on the Company’s
Investor Centre page at https://www.aussiebroadband.com.au/investor-centre/. The
Committee met 6 times during the reporting period.
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 operatingeffectively.
The Company complies with this recommendation.
The Board receives assurance from its Managing Director and Chief Financial
Officer in the form of 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 is founded on the basis of
a sound system of risk management and internal controls which is operating
efficiently and effectively in all material respects and, where not so operating, is
being brought into compliance.
4.3
A listed entity should disclose its process to verify the
integrity of any periodic corporate report it releases to the
market that is not audited or reviewed by an external auditor.
The Company complies with this recommendation.
The Audit, Risk and Compliance Committee Charter provides that the Audit, Risk
and Compliance Committee will assist the Board in the implementation of the
Company’s processes to verify the integrity of any periodic corporate report it
releases to the market that is not audited or reviewed by an external auditor.
Periodic reports to the market that are not audited or reviewed by external auditors
are subject to a number of layers of management review to ensure all content is
materially accurate, balanced and appropriate. A final review and approval by the
Board is mandatory for all material market announcements prior to release. Non-
material market announcements must be approved by the Chair and Managing
Director prior to release to the market.
Principle 5– Make timely and balanced disclosures

© Aussie Broadband Limited

Page 14

Corporate Governance Statement For the year ended 30 June 2021

==> picture [125 x 33] intentionally omitted <==

ASX Recommendation Compliance by the Company
5.1
A listed entity should have and disclose a written policy for
complying with its continuous disclosure obligations under
listing rule 3.1.
The Company complies with this recommendation.
The Company is committed to:

ensuring that shareholders and the market are provided with full and timely
information about its activities;

complying with the continuous disclosure obligations contained in the ASX
Listing Rules and the applicable sections of the_Corporations Act 2001_(Cth);
and

providing equal opportunity for all stakeholders to receive externally available
information issued by the Company in a timely manner.
The Company has adopted a Continuous Disclosure Policy, which:

provides reporting protocols and processes for determining whether
information should be disclosed to the market; and

designates responsibility for managing and monitoring the Company’s
compliance with its continuous disclosure obligations.
All relevant information provided to the ASX is posted on the Company’s website
after the ASX confirms the appropriate announcement has been made.
A copy of the Continuous Disclosure Policy is available on the Company’s Investor
Centre page athttps://www.aussiebroadband.com.au/investor-centre/.
5.2
A listed entity should ensure that its Board receives copies
of all material market announcements promptly after they
have been made.

The Company complies with this recommendation.
The Company’s Continuous Disclosure Policy provides under its announcement
protocol that the Board is promptly provided with copies of all information disclosed
to ASX.
5.3
A listed entity that gives a new and substantive investor or
analyst presentation should release a copy of the
presentation materials on the ASX Market Announcements
Platform ahead of thepresentation.
The Company complies with this recommendation.
The Company’s Continuous Disclosure Policy provides that the Company will not
disclose any information in open briefing sessions that may have a material effect on

© Aussie Broadband Limited

Page 15

Corporate Governance Statement For the year ended 30 June 2021

==> picture [125 x 33] intentionally omitted <==

ASX Recommendation Compliance by the Company
the price or value of the Company’s securities, unless such information has already
been announced on ASX. The Company advises the market in advance of open
briefings via the ASX announcements platform and the Company’s website, lodges
all presentation materials with ASX prior to the presentation and places such
information on the Company’s website promptly following the briefing.
The Company’s Continuous Disclosure Policy further sets out that the same
protocols are to be maintained in relation to presentations to investors or analysts
and a record of all one-on-one briefings with the financial community or institutional
investors will be kept to ensure the Company can comply with those same protocols
in those briefings.
The Company’s Managing Director and Chief Financial Officer undertake investor
roadshows following the release of half-year and full-year results announcements.
An Investor Presentation forms part of these announcements and it is this document
the Managing Director and Chief Financial Officer reference at the roadshows.
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.
The Company complies with this recommendation.
The Company provides information about itself and its governance to investors via
its website at https://www.aussiebroadband.com.au/investor-centre/. The Company
is committed to maintaining a website with general information about the Company
and its operations, and information specifically targeted at keeping shareholders
informed about the Company. In particular, where appropriate, after confirmation of
receipt by ASX, the following is posted to the Company website:

relevant announcements made to the market via ASX;

media releases;

investment updates;

Company presentations and media briefings; and

copies of press releases and announcements for the preceding 3 years.

© Aussie Broadband Limited

Page 16

Corporate Governance Statement For the year ended 30 June 2021

==> picture [125 x 33] intentionally omitted <==

ASX Recommendation Compliance by the Company
6.2
A listed entity should have an investor relations program that
facilitates effective two-way communication with investors.
The Company complies with this recommendation.
Outbound communication to shareholders is undertaken by the Company’s
communications team, backed by market-leading and experienced external advisers.
The Company website features a dedicated section for investor relations, which
includes a range of information including corporate governance documents, financial
reports, ASX announcements and media releases.
Link Market Services is the Company’s Share Registry. They handle shareholder
queries via phone and email and provide company secretarial services including the
escalation of shareholder issues. Many shareholders are also customers and
shareholder-related matters will be escalated from the Company’s call centre to the
Company Secretary.
The Company’s Continuous Disclosure Policy sets out how the Company intends to
communicate with shareholders to ensure they have sufficient information to assess
the performance of the Company and are informed of all major developments
affecting the Company.
The Continuous Disclosure Policy sets out:

the manner in which Company announcements are to be made (including that
they must be made in a timely manner, be easily accessible and be clearly
expressed);

the regular communications to be received by shareholders from the
Company;

the manner in which the Company’s website is to be used to communicate
with shareholders; and

the manner in which meetings of shareholders are to be conducted.
In addition, the Company is required by law to communicate to shareholders through
the lodgement of all relevant financial and other information with ASX and, in some
instances, mailing information to shareholders.

© Aussie Broadband Limited

Page 17

Corporate Governance Statement For the year ended 30 June 2021

==> picture [125 x 33] intentionally omitted <==

ASX Recommendation Compliance by the Company
6.3
A listed entity should disclose how it facilitates and
encourages participation at meetings of security holders.
The Company complies with this recommendation.
The Board encourages full participation of shareholders at members’ meetings to
ensure a high level of accountability and identification with the Company’s strategies
and goals. Due to the size and nature of the Company, the Board does not consider
a policy outlining processes that facilitate and encourage participation at meetings of
shareholders to be appropriate at this stage. However, the Shareholder
Communication Protocols, which are detailed in the Company’s Continuous
Disclosure Policy, outline how the Company facilitates shareholder participation at
shareholder meetings, including:

shareholders being encouraged to attend or, if unable to attend, vote on
proposed motions by appointing a proxy or any other means included in the
notice of meeting;

holding general meetings in locations and at times that are intended to
maximise participation by shareholders;

providing shareholders the opportunity to submit questions prior to each
annual meeting; and

ensuring the Managing Director, senior management and auditors are present
to assist with providing answers at annual meetings.
6.4
A listed entity should ensure that all substantive resolutions
at a meeting of security holders are decided by a poll rather
than by a show of hands.
The Company complies/will comply with this recommendation.
The Company’s constitution provides that the Chair of the general meeting may
demand a poll at a meeting of shareholders. All resolutions put to security holders at
a meeting of security holders are to be decided by a poll.
6.5
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 Company complies with this recommendation.
Shareholders are given the option to receive communications from, and send
communications to, the Company and its share registry electronically.
To ensure that shareholders can obtain all relevant information to assist them in
exercising their rights as shareholders, the Company’s website provides information
about how to receive and send information to the Company electronically.

© Aussie Broadband Limited

Page 18

Corporate Governance Statement For the year ended 30 June 2021

==> picture [125 x 33] intentionally omitted <==

ASX Recommendation Compliance by the Company
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:
(i)
has at least 3 members, a majority of whom are
independent directors; and
(ii)
is chaired by an independent director,
and disclose:
(iii)
the charter of the committee;
(iv)
the members of the committee; and
(v)
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 Company complies with this recommendation.
The Company has an Audit, Risk and Compliance Committee. The Audit, Risk and
Compliance Committee assists the Board in fulfilling its responsibilities for corporate
governance and oversight of the Company’s financial and corporate reporting, risk
management and compliance structures and external functions.
The Audit, Risk and Compliance Committee comprises 4 directors, being:

Vicky Papachristos (Chair);

Richard Dammery;

Patrick Greene; and

Adrian Fitzpatrick.
The Audit, Risk and Compliance Committee comprises an independent Chair (who is
not the Chair of the Board), a total of 4 members, all of whom are non-executive
directors and a majority of whom are independent directors.
The relevant qualifications and experience of the members of the committee are set
out in section 6.1 of the Prospectus.
The Audit, Risk and Compliance Committee Charter sets out:

the composition of the Committee, including that the Committee should
comprise:
o
only non-executive directors;
o
a majority of independent directors of the Company;
o
an independent Chair, who is not Chair of the Board; and
o
a minimum of 3 members;

© Aussie Broadband Limited

Page 19

Corporate Governance Statement For the year ended 30 June 2021

==> picture [125 x 33] intentionally omitted <==

ASX Recommendation Compliance by the Company

the Committee’s ability to have access to the Company’s staff, internal and
external auditor and additional information from staff, management, regulatory
authorities and auditors for the purposes of carrying out its responsibilities;

that the Committee may seek the advice of independent advisors on any
matter relating to the responsibilities and duties of the Committee; and

the specific responsibilities of the Committee in relation to:
o
overseeing the Company’s relationship with its external and internal
auditors and audit functions generally;
o
overseeing the preparation of financial statements and reports; and
o
managing the process of identification of risk and the management of risk
strategies.
The Audit, Rick and Compliance Committee Charter is available on the Company’s
Investor Centre page at https://www.aussiebroadband.com.au/investor-centre/. The
Committee met 6 times during the reporting period.
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 that the entity is operating with due regard
to the risk appetite set by the Board; and
(b) disclose, in relation to each reporting period, whether
such a review has taken place.
The Company complies with this recommendation.
The Company’s risk management framework was established in September 2020
and the Board is satisfied that it continues to effectively identify all areas of current,
emerging and potential risk and compliance obligations, taking into account the risk
appetite set by the Board.
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
The Company complies with this recommendation.
The Company established an internal audit function in March 2021. The function has
a direct line of access to the Audit, Risk and Compliance Committee, while its day-
to-day operations are overseen by the Head of Risk and Compliance. The function
plans its work program consistent with the areas of focus identified under the risk
framework.

© Aussie Broadband Limited

Page 20

Corporate Governance Statement For the year ended 30 June 2021

==> picture [125 x 33] intentionally omitted <==

ASX Recommendation Compliance by the Company
continually improving the effectiveness of its
governance, risk management and internal control
processes.
7.4
A listed entity should disclose whether it has any material
exposure to environmental or social risks and, if it does, how
it manages or intends to manage those risks.
The Company complies with this recommendation.
The Company is subject to general risks and certain specific risks as outlined in the
Prospectus.
In addition, where the Company has identified those general and specific risks to
which it has a material exposure, and disclosed how it intends to manage those
risks, the Audit, Risk and Compliance Committee will be responsible for
management of such risks as disclosed in the Audit, Risk and Compliance
Committee Charter.
The Company has not identified any material exposure to environmental or social
risks.
Principle 8– Remunerate fairly and responsibly
8.1
The Board of a listed entity should:
(a) have a remuneration committee that:
(i)
has at least 3 members, a majority of whom are
independent directors; and
(ii)
is chaired by an independent director;
and disclose:
(iii)
the charter of the committee;
(iv)
the members of the committee; and
(v)
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 Company complies with this recommendation.
The People and Community Committee performs the role ordinarily assumed by a
remuneration committee.
The People and Community Committee provides advice and assistance to the Board
relating to the Company’s people and community activities, including making
recommendations to the Board on remuneration packages and policies in respect of
directors and senior executives of the Company.
The People and Community Committee comprises 4 directors, being:

Richard Dammery (Chair);

Adrian Fitzpatrick;

Patrick Greene; and

Vicky Papachristos.

© Aussie Broadband Limited

Page 21

Corporate Governance Statement For the year ended 30 June 2021

==> picture [125 x 33] intentionally omitted <==

ASX Recommendation Compliance by the Company
(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 People and Community Committee contains a majority of independent directors
and is chaired by an independent director.
The People and Community Committee Charter sets out the required composition of
the Committee, including that the Committee should comprise:

a minimum of 3 members; and

an independent director of the Company as Chair.
The People and Community Committee is responsible for:

assisting in the development of a skills matrix for the Board and identifying the
mix of skills and diversity that the Board currently has or is looking to achieve;

assisting the Board in identifying qualified individuals for nomination to the
Board;

making recommendations in relation to the composition of the Board;

reviewing the Company’s people policies and practices, safety, health and
wellbeing policies, performance management and succession planning;

reviewing the Company’s policies and practices on equal opportunity and
diversity;

reviewing and approving the Company’s remuneration policy to ensure that
the Company’s remuneration is competitive and attracts, retains and
motivates team members;

making recommendations to the Board on the Company’s equality-based
remuneration plans available to the executive team and employees; and

assisting the Board to develop and implement a process to evaluate the
performance of the Board as a whole.

© Aussie Broadband Limited

Page 22

Corporate Governance Statement For the year ended 30 June 2021

==> picture [125 x 33] intentionally omitted <==

ASX Recommendation Compliance by the Company
A copy of the People and Community Committee Charter is available on the
Company’s Investor Centre page at https://www.aussiebroadband.com.au/investor-
centre/.
The Committee met 5 times during the reporting period.
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.
The Company complies with this recommendation.
In addition to disclosing the remuneration of the Board and senior executives in the
Prospectus, details of the Company’s remuneration policies are set out in the
‘Remuneration Report’in the Annual Report.
8.3
A listed entity that 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) that limit the economic risk of
participating in the scheme; and
(b) disclose that policy or a summary of it.
The Company complies with this recommendation.
The Company’s Securities Trading Policy includes a statement on the Company’s
policy on prohibiting restricted persons under that policy (i.e. directors, senior
executives and specified employees) from entering into transactions (whether
through the use of derivatives or otherwise) designed to hedge their exposure to the
Company’s securities.

© Aussie Broadband Limited

Page 23

Corporate Governance Statement For the year ended 30 June 2021

==> picture [125 x 33] intentionally omitted <==

Annexure A – Board Skills Matrix

The Board assesses itself against a range of criteria, scoring on the following basis:

The current Board skills assessment is represented below based on the following categories:

Experience Skills Diversity

Extensive experience 3
Moderate experience 2
Low experience 1
No experience 0

==> picture [16 x 15] intentionally omitted <==

==> picture [16 x 16] intentionally omitted <==

==> picture [16 x 15] intentionally omitted <==

==> picture [16 x 16] intentionally omitted <==

==> picture [622 x 228] intentionally omitted <==

==> picture [622 x 77] intentionally omitted <==

© Aussie Broadband Limited

Page 24

Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

AUSSIE BROADBAND LIMITED ACN Financial year ended: 132 090 192 30 June 2021 Our corporate governance statement[1] for the period above can be found at:[2] These pages of our ☐ annual report: This URL on our ☒ https://www.aussiebroadband.com.au/investor-centre/ website: The Corporate Governance Statement is accurate and up to date as at 30 August 2021 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.[3] Date: 30 August 2021 Name of authorised officer Brian Maher authorising lodgement:

1 “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. 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 Listing Rule 4.10.3.

Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3.

The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately. 2 Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.

3 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. See notes 4 and 5 below for further instructions on how to complete this form.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Page 1

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in full for the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should have and disclose a board charter setting
out:
(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.

and we have disclosed a copy of our board charter at:
https://www.aussiebroadband.com.au/investor-centre/

set out in our Corporate Governance StatementOR

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 director or
senior executive or putting someone forward 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.

set out in our Corporate Governance StatementOR

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.

set out in our Corporate Governance StatementOR

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.

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable

4 Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with “ insert location ” underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate governance/charters/”).

5 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

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in full for the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
1.5 A listed entity should:
(a)
have and disclose a diversity policy;
(b)
through its board or a committee of the board set
measurable objectives for achieving gender diversity in the
composition of its board, senior executives and workforce
generally; and
(c)
disclose in relation to each reporting period:
(1)
the measurable objectives set for that period to
achieve gender diversity;
(2)
the entity’s progress towards achieving those
objectives; and
(3)
either:
(A)
the respective proportions of men and women
on the board, in senior executive positions and
across the whole workforce (including how the
entity has defined “senior executive” for these
purposes); or
(B)
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.
If the entity was in the S&P / ASX 300 Index at the
commencement of the reporting period, the measurable objective
for achieving gender diversity in the composition of its board
should be to have not less than 30% of its directors of each
gender within a specified period.

and we have disclosed a copy of our diversity policy at:
……………………………………………………………………………..
[insert location]
and we have disclosed the information referred to in paragraph (c)
at:
……………………………………………………………………………..
[insert location]
and if we were included in the S&P / ASX 300 Index at the
commencement of the reporting period our measurable objective for
achieving gender diversity in the composition of its board of not less
than 30% of its directors of each gender within a specified period.

set out in our Corporate Governance StatementOR

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 for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.

and we have disclosed the evaluation process referred to in
paragraph (a) at: Annexure 2 of the Board Charter
https://www.aussiebroadband.com.au/investor-centre/
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process at:
……………………………………………………………………………..
[insert location]

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable

Page 3

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in full for the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
1.7 A listed entity should:
(a)
have and disclose a process for evaluating the performance
of its senior executives at least once every reporting period;
and
(b)
disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.

and we have disclosed the evaluation process referred to in
paragraph (a) at:
in the Corporate Governance Statement
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process at:
……………………………………………………………………………..
[insert location]

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable

Page 4

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in full for the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND 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):]
and we have disclosed a copy of the charter of the committee at:
https://www.aussiebroadband.com.au/investor-centre/
and the information referred to in paragraphs (4) and (5) at:
……………………………………………………………………………..
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed 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 at:
……………………………………………………………………………..
[insert location]

set out 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 that the board currently has or is
looking to achieve in its membership.

and we have disclosed our board skills matrix at:
the Annual Report

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable

Page 5

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in full for the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
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, affiliation 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 or relationship in question and an explanation of
why the board is of that opinion; and
(c)
the length of service of each director.

and we have disclosed the names of the directors considered by the
board to be independent directors at:
……………………………………………………………………………..
[insert location]
and, where applicable, the information referred to in paragraph (b)
at:
……………………………………………………………………………..
[insert location]
and the length of service of each director at:
……………………………………………………………………………..
[insert location]

set out in our Corporate Governance Statement
2.4 A majority of the board of a listed entity should be independent
directors.

set out in our Corporate Governance StatementOR

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.

set out in our Corporate Governance StatementOR

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 for periodically reviewing whether there is a need
for existing directors to undertake professional development to
maintain the skills and knowledge needed to perform their role
as directors effectively.

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1 A listed entity should articulate and disclose its values.
and we have disclosed our values at:
https://www.aussiebroadband.com.au/investor-centre/

set out in our Corporate Governance Statement
3.2 A listed entity should:
(a)
have and disclose a code of conduct for its directors,
senior executives and employees; and
(b)
ensure that the board or a committee of the board is
informed of any material breaches of that code.

and we have disclosed our code of conduct at:
https://www.aussiebroadband.com.au/investor-centre/

set out in our Corporate Governance Statement

Page 6

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in full for the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
3.3 A listed entity should:
(a)
have and disclose a whistleblower policy; and
(b)
ensure that the board or a committee of the board is
informed of any material incidents reported under that
policy.

and we have disclosed our whistleblower policy at:
https://www.aussiebroadband.com.au/investor-centre/

set out in our Corporate Governance Statement
3.4 A listed entity should:
(a)
have and disclose an anti-bribery and corruption policy;
and
(b)
ensure that the board or committee of the board is
informed of any material breaches of that policy.

and we have disclosed our anti-bribery and corruption policy at:
https://www.aussiebroadband.com.au/investor-centre/

set out in our Corporate Governance Statement

Page 7

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in full for the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
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):]
and we have disclosed a copy of the charter of the committee at:
https://www.aussiebroadband.com.au/investor-centre/
and the information referred to in paragraphs (4) and (5) at:
……………………………………………………………………………..
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed 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 at:
……………………………………………………………………………..
[insert location]

set out 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.

set out in our Corporate Governance Statement
4.3 A listed entity should disclose its process to verify the integrity
of any periodic corporate report it releases to the market that is
not audited or reviewed by an external auditor.

set out in our Corporate Governance Statement

Page 8

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in full for the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should have and disclose a written policy for
complying with its continuous disclosure obligations under
listing rule 3.1.

and we have disclosed our continuous disclosure compliance policy
at:
https://www.aussiebroadband.com.au/investor-centre/

set out in our Corporate Governance Statement
5.2 A listed entity should ensure that its board receives copies of all
material market announcements promptly after they have been
made.

set out in our Corporate Governance Statement
5.3 A listed entity that gives a new and substantive investor or
analyst presentation should release a copy of the presentation
materials on the ASX Market Announcements Platform ahead
of the presentation.

set out 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.

and we have disclosed information about us and our governance on
our website at:
https://www.aussiebroadband.com.au/investor-centre/

set out in our Corporate Governance Statement
6.2 A listed entity should have an investor relations program that
facilitates effective two-way communication with investors.

set out in our Corporate Governance Statement
6.3 A listed entity should disclose how it facilitates and encourages
participation at meetings of security holders.

and we have disclosed how we facilitate and encourage participation
at meetings of security holders at:
……………………………………………………………………………..
[insert location]

set out in our Corporate Governance Statement
6.4 A listed entity should ensure that all substantive resolutions at a
meeting of security holders are decided by a poll rather than by
a show of hands.

set out in our Corporate Governance Statement

Page 9

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in full for the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
6.5 A listed entity should give security holders the option to receive
communications from, and send communications to, the entity
and its security registry electronically.

set out 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.

[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
https://www.aussiebroadband.com.au/investor-centre/
and the information referred to in paragraphs (4) and (5) at:
……………………………………………………………………………..
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed 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 at:
……………………………………………………………………………..
[insert location]

set out 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
that the entity is operating with due regard to the risk
appetite set by the board; and
(b)
disclose, in relation to each reporting period, whether
such a review has taken place.

and we have disclosed whether a review of the entity’s risk
management framework was undertaken during the reporting period
at:
……………………………………………………………………………..
[insert location]

set out in our Corporate Governance Statement

Page 10

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in full for the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
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 governance, risk
management and internal control processes.

[If the entity complies with paragraph (a):]
and we have disclosed how our internal audit function is structured
and what role it performs at:
……………………………………………………………………………..
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed 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 at:
……………………………………………………………………………..
[insert location]

set out in our Corporate Governance Statement
7.4 A listed entity should disclose whether it has any material
exposure to environmental or social risks and, if it does, how it
manages or intends to manage those risks.

and we have disclosed whether we have any material exposure to
environmental and social risks at:
……………………………………………………………………………..
[insert location]
and, if we do, how we manage or intend to manage those risks at:
……………………………………………………………………………..
[insert location]

set out in our Corporate Governance Statement

Page 11

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in full for the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
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):]
and we have disclosed a copy of the charter of the committee at:
https://www.aussiebroadband.com.au/investor-centre/
and the information referred to in paragraphs (4) and (5) at:
……………………………………………………………………………..
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed 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:
……………………………………………………………………………..
[insert location]

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is 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.

and we have disclosed separately our remuneration policies and
practices regarding the remuneration of non-executive directors and
the remuneration of executive directors and other senior executives
at:
in the Remuneration Report as part of the Annual Report

set out in our Corporate Governance StatementOR

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.

and we have disclosed our policy on this issue or a summary of it at:
https://www.aussiebroadband.com.au/investor-centre/

set out in our Corporate Governance StatementOR

we do not have an equity-based remuneration scheme and
this recommendation is therefore not applicableOR

we are an externally managed entity and this recommendation
is therefore not applicable

Page 12

ASX Listing Rules Appendix 4G (current at 17/7/2020)