BEAMTREE HOLDINGS LIMITED — Governance Information 2020

Aug 27, 2020

Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity:

PKS Holdings Limited

ABN / ARBN: Financial year ended: 42 627 071 121 30 June 2020

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

☐ These pages of our annual report:

☒ This URL on our website: https://pks.com.au/corporate-governance/

The Corporate Governance Statement is accurate and up to date as at 28 August 2020 and has been approved by the board.

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

Date: 28 August 2020

==> picture [86 x 59] intentionally omitted <==

Mr Ronald Van der Pluijm - Managing Director

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

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

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

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

Page 1

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the We have NOT followed the recommendation in full for the whole period above. We have disclosed … of the period above. We have disclosed …[4]

PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

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

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

Page 2

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

Page 3

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE
2.1	The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.	… the fact that we have a nomination committee that complies with paragraphs (1) and (2): ☒in our Corporate Governance Statement ☒… and a copy of the charter of the committee: on our website at https://pks.com.au/corporate-governance/ … and the information referred to in paragraphs (4) and (5): ☒in our Corporate Governance StatementAND ☒in our FY20 Directors Report
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.	… our board skills matrix: ☒is on our website at https://pks.com.au/corporate-governance/

Page 4

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
2.3	A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, association or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.	… the names of the directors considered by the board to be independent directors: ☒in our Corporate Governance Statement … and, where applicable, the information referred to in paragraph (b): ☒in our Corporate Governance Statement … and the length of service of each director: ☒in our Corporate Governance StatementAND ☒in our FY20 Directors Report
2.4	A majority of the board of a listed entity should be independent directors.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement
2.5	The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement
2.6	A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement
PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY
3.1	A listed entity should: (a) have a code of conduct for its directors, senior executives and employees; and (b) disclose that code or a summary of it.	… our code of conduct or a summary of it: ☒in our Corporate Governance Statement ☒on our website athttps://pks.com.au/corporate-governance/

Page 5

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING
4.1	The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non- executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.	… the fact that we have an audit committee that complies with paragraphs (1) and (2): ☒in our Corporate Governance Statement … and a copy of the charter of the committee: ☒on our website athttps://pks.com.au/corporate-governance/ … and the information referred to in paragraphs (4) and (5): ☒in our FY20 Directors Report.
4.2	The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement
4.3	A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement

Page 6

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should: (a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and (b) disclose that policy or a summary of it.	… our continuous disclosure compliance policy or a summary of it: ☒in our Corporate Governance Statement ☒on our website atwww.pks.com.au/corporate-governance/
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information about itself and its governance to investors via its website.	… information about us and our governance on our website: ☒at www.pks.com.au/corporate-governance/
6.2	A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement
6.3	A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.	… our policies and processes for facilitating and encouraging participation at meetings of security holders: ☒in our Corporate Governance Statement
6.4	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement

Page 7

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1	The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.	… the fact that we have a committee or committees to oversee risk that comply with paragraphs (1) and (2): ☒in our Corporate Governance Statement … and a copy of the charter of the committee: ☒on our website at www.pks.com.au/corporate-governance/ … and the information referred to in paragraphs (4) and (5): ☒in our Corporate Governance Statement AND ☒in our FY20 Directors Report
7.2	The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and (b) disclose, in relation to each reporting period, whether such a review has taken place.	… the fact that board or a committee of the board reviews the entity’s risk management framework at least annually to satisfy itself that it continues to be sound: ☒in our Corporate Governance Statement … and that such a review has taken place in the reporting period covered by this Appendix 4G: ☒in our Corporate Governance Statement
7.3	A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes.	… the fact that we do not have an internal audit function and the processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control processes: ☒in our Corporate Governance Statement	☒ an explanation why that is so in our Corporate Governance Statement

Page 8

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
7.4	A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.	… whether we have any material exposure to economic, environmental and social sustainability risks and, if we do, how we manage or intend to manage those risks: ☒in our Corporate Governance Statement

Page 9

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.	… the fact that we have a remuneration committee that complies with paragraphs (1) and (2): ☒ in our Corporate Governance Statement … and a copy of the charter of the committee: ☒on our website atwww.pks.com.au/corporate-governance/ … and the information referred to in paragraphs (4) and (5): ☒in our Corporate Governance Statement AND ☒ in our FY20 Directors Report
8.2	A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.	… separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives: ☒in our FY20 Remuneration Report
8.3	A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.	… our policy on this issue or a summary of it: ☒on our website atwww.pks.com.au/corporate-governance/

Page 10

==> picture [130 x 68] intentionally omitted <==

2020 CORPORATE GOVERNANCE STATEMENT

This corporate governance statement sets 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 28 August 2020 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
				transactions in excess of delegated levels;

STATEMENT OF CORPORATE GOVERNANCE | 2020

1

	Comply
ASX Principles and Recommendations	(Yes/No)	Explanation
		(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
		membership of the Board, and the Board Charter at least

STATEMENT OF CORPORATE GOVERNANCE | 2020

2

Comply ASX Principles and Recommendations (Yes/No) Explanation

==> picture [263 x 61] intentionally omitted <==

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 is responsible to the Board through
	entity should be accountable directly to		the Chairman. The Chairman and the Company Secretary co-
	the board, through the chair, on all		ordinate the Board agenda.
	matters to do with the proper
	functioning of the board.

STATEMENT OF CORPORATE GOVERNANCE | 2020

3

• Comply

• ASX Principles and Recommendations (Yes/No) Explanation 1.5. A listed entity should: (a) have a diversity policy which Yes includes requirements for the board or a relevant committee of the board to set measurable (a) objectives for achieving gender diversity and to assess annually both the objectives and the entity’s (b)

• progress in achieving them;

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

• of it; and

• (c) disclose as at the end of each Yes (c) reporting period the measurable objectives for achieving gender diversity set by the board or a

• relevant committee of the board in accordance with the entity’s

• diversity policy and its progress towards achieving them, and either:

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

• (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.

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

The Board is committed to annually assessing both the Policy’s objectives and its progress towards achieving the measurable objectives.

• (1) the respective proportions of men and women on the board, in senior executive positions and across the whole

• organisation (including how

• the entity has defined “senior executive” for these purposes); or

The Company has undertaken a review of its diversity objectives, with the following objectives having been set by the Board in FY19 which the Company continues to work toward:

• (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.

Objective 1: Increase the proportion of women in leadership roles across the Company to 40% by June 2022

Objective 2: Ensure equivalent pay for equivalent skill set/role.

The Company’s workforce gender demographics for the year ended 30 June 2020 are as follows:

1. The proportion of female directors: 0%

2. The proportion of female employees who are senior executives: 0%

3. The proportion of female employees in the entire organisation: 47%

The acquisition of Pavilion Health and the inclusion of its workforce resulted in a restructure of the senior executive team. The number of female senior executives decreased from 25% to 0% since the previous reporting period however the gender diversity overall has improved significantly over the previous reporting period with a ratio of female to male employees now at 47%, up from 25%.

For the purposes of the Diversity Policy, ‘senior management’ means an employee who directly reports to the CEO or the Board.

1.6. A listed entity should:

The Remuneration and Nomination Committee is

STATEMENT OF CORPORATE GOVERNANCE | 2020

4

		Comply
ASX	Principles and Recommendations	(Yes/No)	Explanation
	(a) have and disclose a process for	Yes	responsible for establishing processes for the review of
	periodically evaluating the		the performance of individual Directors, Board Committees
	performance of the board, its		and the Board as a whole and implementation of such
	committees and individual		processes.
	directors; and
	(b) disclose, in relation to each		For the year ended 30 June 2020 the Board did not
	reporting period, whether a	Yes	undertake a review.
	performance evaluation was
	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	Yes
	reporting period, whether a		The Board and senior management team regularly review
	performance evaluation was		the performance of its senior executives and address any
	undertaken in the reporting period		issues that may emerge. As part of this process, the
	in accordance with that process.		Remuneration Committee may implement processes for
			evaluating the performance of its senior executives.
			Annual performance reviews in accordance with these
			processes were conducted for senior executives in relation
			to the reporting period.
2.	Structure the board to add value
2.1.	The board of a listed entityshould:		The Company has established a Nomination	and
	_(a) _have a nomination committee		Remuneration Committee, whose members are:
	which:
	(1) has at least three members, a	Yes	• Andrew Gray (Chair of the Committee), Independent
	majority of whom are		Non-Executive Director;
	independent directors;and		• Mike Hill, Independent Non-Executive Director; and
	(2) is chaired by an independent	Yes	• Ronald Van der Pluijm, Chief Executive Officer.
	director, and disclose: (3) the charter of the committee;	Yes	The majority of the members of the Nomination and Remuneration Committee are considered to be independent, including the chair of the Nomination Committee.
	(4) the members of the	Yes
	committee; and		The Nomination and Remuneration Committee Charter is
	(5) as at the end of each	Yes	available at the Company’s website: www.pks.com.au.
	reporting period, the number
	of times the committee met		The number of Remuneration and Nomination Committee
	throughout the period and the		meetings held during the period is disclosed in	the
	individual attendances of the		Company’s Annual Report.
	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

STATEMENT OF CORPORATE GOVERNANCE | 2020

5

		Comply
ASX	Principles and Recommendations	(Yes/No)	Explanation
	enable it to discharge its duties
	and responsibilities effectively.
2.2.	A listed entity should have and disclose	Yes	The Board strives to ensure that it is comprised of Directors
	a board skills matrix setting out the		with a blend of skills, experience and attributes appropriate
	mix of skills and diversity that the		for the Company and its business.
	Board currently has or is looking to
	achieve in its membership.		The Board Skills Matrix is available on the Company’s
			Website:www.pks.com.au.
2.3.	A listed entity should disclose:	Yes	The Board has reviewed the position and associations of
	(a) the names of the directors		each of the seven Directors in office during the reporting
	considered by the board to be		period and has determined that Mike Hill, Neil
	independent directors;		Broekhuizen, Andrew Gray, Paul Williams, Brad Lancken
	(b) if a director has an interest,		and Stephen Borness are independent. In making this
	position, association or relationship		determination, the Board has had regard to the
	of the type described in Box 2.3		independence criteria in the ASX Principles and
	but the board is of the opinion that		Recommendations, and other facts, information and
	it does not compromise the		circumstances that the Board considers relevant.
	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		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
	(c) the length of service of each director.		independence may be disclosed to the market but no formal policy exists to ensure such disclosure.
			• Mike Hill, Director since June 2018
			• Ron Van der Pluijm, Director since 31 May 2019
			• Neil Broekhuizen, Director since 31 May 2019, resigned
			31 May 2020
			• Andy Gray, Director since 31 May 2019
			• Paul Williams, Director since 31 May 2019
			• Brad Lancken, Director since 18 October 2019
			• Stephen Borness, Director since 10 June 2020
2.4.	A majority of the board of a listed	Yes	The Board considers that during the reporting period Mr Mike
	entity should be independent directors.		Hill, Mr Neil Broekhuizen Mr Andrew Gray, Mr Paul Williams,
			Mr Brad Lancken and Mr Stephen Borness were 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.

STATEMENT OF CORPORATE GOVERNANCE | 2020

6

		Comply
ASX	Principles and Recommendations	(Yes/No)	Explanation
2.5.	The chair of the board of a listed entity	Yes	The Company’s Non-Executive Chairman, Mr Mike Hill,
	should be an independent director and,		satisfies the ASX Principles and Recommendations definition
	in particular, should not be the same		of an independent director. The CEO of the Company is Mr
	person as the CEO of the entity.		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
	(a) have a code of conduct for its		is available on the Company’s website at the following URL:
	directors, senior executives and		www.pks.com.au.
	employees; and
	(b) disclose that code or a summary of
	it.
4.	Safeguard integrity in financial reporting
4.1.	The board of a listed entity should:		The Board has established an Audit and Risk Committee,
	(a) have an audit committee which:		whose members during the reporting period were:
	(1) has at least three members, all	Yes
	of whom are non-executive		• Paul Williams (Chair of the Committee), Independent
	directors and a majority of		Non-Executive Director;
	whom are independent		• Mike Hill, Independent Non-Executive Director;
	directors; and		• Neil Broekhuizen, Independent Non-Executive Director
	(2) is chaired by an independent	Yes	(resigned 31 May 2020); and
	director, who is not the chair		• Brad Lancken, Independent Non-Executive Director
	of the board,
	and disclose:		The majority of the members of the Audit and Risk
	(3) the charter of the committee; (4) the relevant qualifications and	Yes Yes	Committee are considered to be independent, including the chair of the Audit and Risk Committee.
	experience of the members of the committee; and (5) in relation to each reporting	Yes	The Charter of the Audit and Risk Committee is available at the Company’s website:www.pks.com.au.
	period, the number of times the committee met throughout the period and the individual attendances of the members		The number of Audit and Risk Committee meetings held during the period is disclosed in the Company’s Annual Report.
	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

STATEMENT OF CORPORATE GOVERNANCE | 2020

7

		Comply
ASX	Principles and Recommendations	(Yes/No)	Explanation
	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
6.1.	A listed entity should provide	Yes	The Company provides information about itself and its
	information about itself and its		governance to its investors on the Company’s website via
	governance to investors via its website.		the following URL: www.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.	Yes	The Company has instituted an investor relations program to actively engage with security holders. The Company conducts regular institutional investor roadshows and the CEO and (where required) members of the Board are
			available to respond to security holder queries. The program
			gives security holders an opportunity to gain a greater
			understanding of the Company’s business and financial
			performance.

STATEMENT OF CORPORATE GOVERNANCE | 2020

8

		Comply
ASX	Principles and Recommendations	(Yes/No)	Explanation
			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.
6.3.	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 Board encourages full participation by shareholders at any meeting of security holders to ensure accountability and transparency. Written questions may be put to the external auditor ahead of, and the auditor
			will attend, the AGM to answer shareholder queries about
			the Auditor’s Report. Further, written questions may be
			submitted directly to the Company by sending an email
			ahead of shareholder meeting in accordance with the
			process set out in a Notice of Meeting and the Company
			will endeavor to prepare answers to these questions,
			where appropriate they may be modified and curated to
			cover common ground.
			The Company has a formal Shareholder Communication
			Policy in place through which it encourages participation
			at meetings of security holders by:
			(a) encouraging attendance;
			(b) setting aside time specifically for shareholder
			questions;
			(c) encouraging shareholders to participate in voting; and
			(d) also giving the shareholders the opportunity to meet
			the Board and other members of the management team
			in person after the meeting.
			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	Yes	The Company encourages shareholders to register for
	holders the option to receive		receipt of announcements and updates electronically.
	communications from, and send
	communications to, the entity and its
	security registry electronically.
7.	Recognise and manage risk
7.1.	The Board of a listed entity should:		The Board has established an Audit and Risk Management
	(a) have a committee or committees		Committee, whose members during the reporting period
	to oversee risk, each of which:		were:

STATEMENT OF CORPORATE GOVERNANCE | 2020

9

		Comply
ASX	Principles and Recommendations	(Yes/No)	Explanation
	(1) has at least three members, a	Yes
	majority of whom are		• Paul Williams (Chair of the Committee), Independent
	independent directors; and		Non-Executive Director;
	(2) is chaired by an independent	Yes	• Mike Hill, Independent Non-Executive Director;
	director,		• Neil Broekhuizen, Independent Non-Executive Director
	and disclose:		(resigned 31 May 2020);and
	(3) the charter of the committee;	Yes	• Brad Lancken, Independent Non-Executive Director
	(4) the members of the	Yes
	committee; and		The majority of the members of the Audit and Risk
	(5) as at the end of each reporting period, the number	Yes	Committee are considered to be independent, including the chair of the Audit and Risk Management Committee.
	of times the committee met
	throughout the period and the individual attendances of the		The Charter of the Audit and Risk Committee is available at the Company’s website: www.pks.com.au.
	members at those meetings; or		The number of Audit and Risk Committee meetings held
	(b) if it does not have a risk committee or committees that		during the period is disclosed in the Company’s Annual Report.
	satisfy (a) above, disclose that fact
	and the processes it employs for
	overseeing the entity’s risk
	management framework.
7.2.	The board or a committee of the board should: (a) review the entity’s risk management framework at least	Yes	The Audit and Risk Management Committee review the Company’s risk management framework throughout the year.
	annually to satisfy itself that it continues to be sound; and (b) disclose in relation to each reporting period, whether such a	Yes	As part of the review, management include briefings on key risks and risk management activities in their reports to the Audit and Risk Committee. Having conducted such reviews
	review has taken place.		throughout the reporting period the Audit and Risk
			Management Committee resolved that the Company’s risk
			management framework continues to be sound.
7.3.	A listed entity should disclose:		The Company does not have an internal audit function. The
	(a) if it has an internal audit function,	N/A	Audit and Risk Management Committee will periodically
	how the function is structured and		review the Company’s operations to evaluate the
	what role it performs; or		effectiveness of risk management and internal control
	(b) if it does not have an internal audit	Yes	processes of the Company. In addition, the Audit and Risk
	function, that fact and the		Management Committee will directly monitor the potential
	processes it employs for evaluating		exposures facing the Company through ongoing reporting
	and continually improving the		by management.
	effectiveness of its risk
	management and internal control processes.		For each reporting period the Company’s external auditor also conducts a control review to consider and report on
			the risks facing the Company and the controls the
			Company has in place to mitigate those risks.
7.4.	A listed entity should disclose whether	Yes	All material risks to economic, environmental and social
	it has any material exposure to		sustainability risks will be announced to the market, in
	economic, environmental and social		accordance with the requirements of the ASX Listing Rules
	sustainability risks and, if it does, how		and otherwise.
	it manages or intends to manage those
	risks.
8.	Remunerate fairly and responsibly

STATEMENT OF CORPORATE GOVERNANCE | 2020

10

		Comply
ASX	Principles and Recommendations	(Yes/No)	Explanation
8.1.	The Board of a listed entity should:		The Board has established a Nomination and Remuneration
	_(a) _have a remuneration committee		Committee, whose members during the reporting period
	which:		were:
	(1) has at least three members,	Yes
	a majority of whom are		• Andrew Gray (Chair of the Committee), Independent
	independent directors; and		Non-Executive Director;
	(2) is chaired by an independent	Yes	• Mike Hill, Independent Non-Executive Director; and
	director,		• Ronald Van der Pluijm, Chief Executive Officer.
	and disclose:
	(3) the charter of the committee;	Yes	The majority of the members of the Nomination and Remuneration Committee are considered to be independent,
	(4) the members of the	Yes	including the chair of the Remuneration Committee.
	committee; and (5) as at the end of each reporting period, the number	Yes	The Charter of the Nomination and Remuneration Committee is available at the Company’s website:www.pks.com.au.
	of times the committee met
	throughout the period and the individual attendances of		The number of Remuneration and Nomination Committee meetings held during the period is disclosed in the
	the members at those		Company’s Annual Report.
	meetings; or
	_(b) _if it does not have a
	remuneration committee,
	disclose that fact and the
	processes it employs for setting
	the level and composition of
	remuneration for directors and
	senior executives and ensuring
	that such remuneration is
	appropriate and not excessive.
8.2.	A listed entity should separately	Yes	The Company disclosed its remuneration policy in the 2020
	disclose its policies and practices		Annual Report.
	regarding the remuneration of non-
	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.

STATEMENT OF CORPORATE GOVERNANCE | 2020

11