BEAMTREE HOLDINGS LIMITED — Governance Information 2019

Jun 2, 2019

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2018 CORPORATE GOVERNANCE STATEMENT

This corporate governance statement sets out Qpro Holdings Limited’s (proposed to be renamed PKS Holdings Limited) ( Company ) current compliance with the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations ( ASX Principles and Recommendations ). The ASX Principles and Recommendations are not mandatory. However, this corporate governance statement discloses the extent to which the Company has followed the ASX Principles and Recommendations. This corporate governance statement is current as at the date of the Company’s admission to the official list of the ASX and has been approved by the board of the Company ( Board ).

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

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

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

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		Comply
ASX	Principles and Recommendations	(Yes/No)	Explanation
1.5.	A listed entity should:
	(a) have a diversity policy which	Yes	The Company has adopted a formal Diversity Policy
	includes requirements for the		which sets out the following practices to be
	board or a relevant committee of		followed by the Company:
	the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them; (b) disclose that policy or a summary of it; and (c) disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a	Yes No	(a) setting measurable objectives relating to diversity (including gender diversity) at all senior management and leadership levels; (b) broadening the field of potential candidates for senior management and board appointments; and (c) embedding the extent to which the Board has achieved the objective of this policy in the evaluation criteria for the annual Board performance review.
	relevant committee of the board in
	accordance with the entity’s diversity policy and its progress		A copy of the Diversity Policy is available on the Company’s website at the following URL: www.pks.com.au.
	towards achieving them, and either:		Due to the size and stage of development of the Company
	(1) the respective proportions of men and women on the board, in senior executive positions and across the whole		and date of the Company’s admission to the official list of the ASX, the Company did not disclose the measurable objectives for achieving gender diversity in the last reporting period. The Company is committed to disclosing the
	organisation (including how the entity has defined “senior		measurable objectives and its progress towards achieving them in its next Annual Report.
	executive” for these
	purposes); or
	(2) if the entity is a “relevant
	employer” under the
	Workplace Gender Equality
	Act, the entity’s most recent
	“Gender Equality Indicators”,
	as defined in and published
	under that Act.
1.6.	A listed entity should:		The Remuneration and Nomination Committee is
	(a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and	No	responsible for establishing processes for the review of the performance of individual Directors, Board Committees and the Board as a whole and implementation of such processes. However, as of the date of this document, no such processes have yet been implemented.
	(b) disclose, in relation to each reporting period, whether a performance evaluation was	N/A	As of the date of this document, the Company has not yet undertaken a formal performance appraisal of each Director.
	undertaken in the reporting period
	in accordance with that process.
1.7.	A listed entity should:		The Remuneration and Nomination Committee is
	(a) have and disclose a process for	Yes	responsible for reviewing and making recommendations to
	periodically evaluating the		the Board on the Company’s remuneration framework,
	performance of its senior		remuneration packages and policies applicable to its senior
	executives; and		executives.
	(b) disclose, in relation to each	N/A
	reporting period, whether a		As part of this process, the Remuneration Committee may
	performance evaluation was		implement processes for evaluating the performance of its
	undertaken in the reporting period		senior executives.
	in accordance with that process.

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Comply ASX Principles and Recommendations (Yes/No)

Explanation As of the date of this document, the Company has not yet undertaken a formal performance appraisal of each senior executive.

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2. Structure the board to add value
2.1. The board of a listed entityshould:	The Company has established a Nomination and Remuneration Committee, whose members are: • Andrew Gray (Chair of the Committee), Independent Non-Executive Director; • Mike Hill, Independent Non-Executive Director; and • Ronald Van der Pluijm, Chief Executive Officer. The majority of the members of the Nomination and Remuneration Committee are considered to be independent, including the chair of the Nomination Committee. The Nomination and Remuneration Committee Charter is available at the Company’s website: www.pks.com.au. As of the date of this document, the Nomination and Remuneration Committee has not formally met.
_(a) _have a nomination committee which:
(1) has at least three members, a majority of whom are independent directors;and Yes
(2) is chaired by an independent director, Yes
and disclose:
(3) the charter of the committee; Yes
(4) the members of the committee; and Yes
(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 N/A
_(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.
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. No	The Board strives to ensure that it is comprised of Directors with a blend of skills, experience and attributes appropriate for the Company and its business. However, given the current size and stage of development of the Company, the Board has not considered it necessary to adopt and disclose a formal board matrix to the market.
2.3. A listed entity should disclose: Yes	The Board has reviewed the position and associations of each of the five Directors in office and has determined that Mike Hill, Andrew Gray, Neil Broekhuizen and Paul Williams are independent. In making this determination, the Board has had regard to the independence criteria in the ASX Principles and Recommendations, and other facts, information and circumstances that the Board considers relevant. The Board assesses the independence of new Directors upon appointment and reviews their independence, and the independence of the other directors as appropriate. Information with respect to potential issues of independence may be disclosed to the market but no formal policy exists to ensure such disclosure.
(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

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ASX Principles and Recommendations Comply (Yes/No)	Explanation
(c) the length of service of each director.	The length of service of each director will be disclosed.
2.4. A majority of the board of a listed entity should be independent directors. Yes	The Board considers that Mr Mike Hill, Mr Andrew Gray, Mr Neil Broekhuizen and Mr Paul Williams are independent. The Board has taken the following steps to structure the Board to add value despite already having an independent majority of directors: (a) membership of the Board is focused on providing the Company with a broad base of industry skills and experiences considered necessary to fulfil the business objectives of the Company; and (b) membership of the Board is reviewed on an on- going basis by the Chairman of the Board to determine if additional core strengths are required to be added to the Board in light of the nature of the Company’s business and its objectives.
2.5. The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity. Yes	The Company’s Non-Executive Chairman, Mr Mike Hill, satisfies the ASX Principles and Recommendations definition of an independent director. The CEO of the Company is Mr Ronald Van der Pluijm.
2.6. A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively. Yes	The Company has an induction programme for each new Director upon appointment. This includes meeting with members of the existing Board, Company Secretary, management and other relevant executives to familiarise themselves with the Company, its procedures and prudential requirements, and Board practices and procedures. On an ongoing basis, and subject to approval of the Chairman, Directors may request and undertake training and professional development, as appropriate, at the Company’s expense.
3. Promote ethical and responsible decision-making
3.1. A listed entity should: Yes	The Company has adopted a formal Code of Conduct which is available on the Company’s website at the following URL: www.pks.com.au.
(a) have a code of conduct for its directors, senior executives and employees; and
(b) disclose that code or a summary of it.
4. Safeguard integrity in financial reporting
4.1. The board of a listed entity should:	The Board has established an Audit and Risk Committee, whose members are: • Paul Williams (Chair of the Committee), Independent Non-Executive Director; • Mike Hill, Independent Non-Executive Director; and • Neil Broekhuizen, Independent Non-Executive Director.
(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 Yes
(2) is chaired by an independent director, who is not the chair of the board, Yes

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		Comply
ASX	Principles and Recommendations	(Yes/No)	Explanation
	and disclose:		The majority of the members of the Audit and Risk
	(3) the charter of the committee;	Yes	Committee are considered to be independent, including the
	(4) the relevant qualifications and	Yes	chair of the Audit and Risk Committee.
	experience of the members of
	the committee; and		The Charter of the Audit and Risk Committee is available at
	(5) in relation to each reporting	N/A	the Company’s website: www.pks.com.au.
	period, the number of times
	the committee met throughout		As of the date of this document, the Audit and Risk
	the period and the individual		Committee has not formally met.
	attendances of the members
	at those meetings; or
	(b) if it does not have an audit
	committee, disclose that fact and
	the processes it employs that
	independently verify and safeguard
	the integrity of its corporate
	reporting, including the processes
	for the appointment and removal
	of the external auditor and the
	rotation of the audit engagement
	partner.
4.2.	The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a	Yes	The Board receives a declaration from its CEO, CFO or CEO/CFO equivalent before it approves the Company’s financial statements.
	declaration that, in their opinion, the
	financial records of the entity have
	been properly maintained and that the
	financial statements comply with the
	appropriate accounting standards and
	give a true and fair view of the
	financial position and performance of
	the entity and that the opinion has
	been formed on the basis of a sound
	system of risk management and
	internal control which is operating
	effectively.
4.3.	A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders	Yes	An external auditor will be present at the Company’s annual general meeting and be available to answer questions from security holders relevant to audit.
	relevant to the audit.
5.	Make timely and balanced disclosure
5.1.	A listed entity should: (a) have a written policy for complying with its continuous disclosure	Yes	The Company is committed to providing timely, complete and accurate disclosure of information to allow a fair, and
	obligations under the Listing Rules; and		well-informed market in its securities and compliance with the continuous disclosure requirements imposed by law,
	(b) disclose that policy or a summary		including the Corporations Act and the ASX Listing Rules.
	of it.		A copy of the Company’s Continuous Disclosure
			Policy is available at the following URL:
			www.pks.com.au.
6.	Respect the rights of shareholders

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ASX Principles and Recommendations Comply (Yes/No)	Explanation
6.1. A listed entity should provide information about itself and its governance to investors via its website. Yes	The Company provides information about itself and its governance to its investors on the Company’s website via the following URL: www.pks.com.au. The Company will regularly update the website and contents therein as deemed necessary.
6.2. A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors. No	The Company does not have an investor relations program. However, it does have a Securities Trading Policy which is designed to maintain investor confidence in the integrity of the Company’s internal controls and procedures to provide guidance on avoiding any breach of the insider trading laws.
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. Yes	The Company has a formal Shareholder Communication Policy in place whereby information will be communicated to shareholders through: (a) continuous disclosure of all relevant financial and other information to the ASX; (b) publishing information on the Company’s website at www.pks.com.au; (c) periodic disclosure through the Annual Report and the half year financial report; (d) notice of meetings and explanatory material; and (e) the AGM and other general meetings. A copy of the Shareholder Communication Policy is available on the Company’s website at the following URL: www.pks.com.au.
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. Yes	The Company encourages shareholders to register for receipt of announcements and updates electronically.
7. Recognise and manage risk
7.1. The Board of a listed entity should:	The Board has established an Audit and Risk Management Committee, whose members are: • Paul Williams (Chair of the Committee), Independent Non-Executive Director; • Mike Hill, Independent Non-Executive Director; and • Neil Broekhuizen, Independent Non-Executive Director. The majority of the members of the Audit and Risk Committee are considered to be independent, including the chair of the Audit and Risk Management Committee. The Charter of the Audit and Risk Committee is available at the Company’s website: www.pks.com.au. As of the date of this document, the Audit and Risk Committee has not formally met.
(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 Yes
(2) is chaired by an independent director, Yes
and disclose:
(3) the charter of the committee; Yes
(4) the members of the committee; and Yes
(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 N/A

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ASX Principles and Recommendations Comply (Yes/No)	Explanation
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.
7.2. The board or a committee of the board should:	The Audit and Risk Committee annually reviews and approves the risk management policies of the Company. The Audit and Risk Committee has not yet undertaken a review during the current reporting period, having only recently been established.
(a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and Yes
(b) disclose in relation to each reporting period, whether such a review has takenplace. N/A
7.3. A listed entity should disclose:	The Company’s Audit and Risk Committee will periodically review the effectiveness of its financial risk management and internal control processes of the Company. As and when required, the Audit and Risk Committee will engage external consultants to also review and evaluate the effectiveness of the Company’s risk management and internal control processes.
(a) if it has an internal audit function, how the function is structured and what role it performs; or Yes
(b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes. N/A
7.4. A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks. Yes	All material risks to economic, environmental and social sustainability risks will be announced to the market, in accordance with the requirements of the ASX Listing Rules and otherwise.
8. Remunerate fairly and responsibly
8.1. The Board of a listed entity should:	The Board has established a Nomination and Remuneration Committee, whose members are: • Andrew Gray (Chair of the Committee), Independent Non-Executive Director; • Mike Hill, Independent Non-Executive Director; and • Ronald Van der Pluijm, Chief Executive Officer. The majority of the members of the Nomination and Remuneration Committee are considered to be independent, including the chair of the Remuneration Committee. The Charter of the Nomination and Remuneration Committee is available at the Company’s website: www.pks.com.au. As of the date of this document, the Nomination and Remuneration Committee has not formally met.
_(a) _have a remuneration committee which:
(1) has at least three members, a majority of whom are independent directors; and Yes
(2) is chaired by an independent director, Yes
and disclose:
(3) the charter of the committee; Yes
(4) the members of the committee; and Yes
(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 N/A

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		Comply
ASX	Principles and Recommendations	(Yes/No)	Explanation
	_(b) _if it does not have a
	remuneration committee,
	disclose that fact and the
	processes it employs for setting
	the level and composition of
	remuneration for directors and
	senior executives and ensuring
	that such remuneration is
	appropriate and not excessive.
8.2.	A listed entity should separately	Yes	The Company disclosed its remuneration policy in the 2018
	disclose its policies and practices		Annual Report and intends to disclose its updated
	regarding the remuneration of non-		remuneration policy in the next Annual Report.
	executive directors and the
	remuneration of executive directors
	and other senior executives.
8.3.	A listed entity which has an equity- based remuneration scheme should:	Yes	The Company has a Securities Trading Policy that prohibits directors, officers and employees from entering into
	(a) have a policy on whether		transactions or arrangements which limit the economic risk
	participants are permitted to enter		of participating in unvested entitlements under any equity-
	into transactions (whether through		based remuneration scheme.
	the use of derivatives or		A copy of the Securities Trading Policy is available on the
	otherwise) which limit the		Company’s website at the following URL: www.pks.com.au.
	economic risk of participating in
	the scheme; and
	(b) disclose that policy or a summary
	of it.

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