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BETMAKERS TECHNOLOGY GROUP LTD — Governance Information 2023
Aug 29, 2023
64512_rns_2023-08-29_3bf1be50-aa95-4e64-9fc5-c09b36ceb28c.pdf
Governance Information
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Rules 4.7.3 and 4.10.3
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Name of entity
Betmakers Technology Group Ltd
| ABN/ARBN 21 164 521 395 |
Financial year ended: |
|---|---|
| 21 164 521 395 | 30 June 2023 |
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://betmakers.com/future-vision/corporate-governance/ website:
The Corporate Governance Statement is accurate and up to date as at 30 June 2023 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 2023 Name of authorised officer Charly Duffy 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 whole of the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked,4we have followed the recommendation in full for the whole of 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://betmakers.com/future-vision/corporate-governance/ |
☐ 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 Statement OR ☐ 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 whole of 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: https://betmakers.com/future-vision/corporate-governance/ and we have disclosed the information referred to in paragraph (c) in our Corporate Governance Statement. |
☐ 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) in our Corporate Governance Statement. and whether a performance evaluation was undertaken for the reporting period in accordance with that process in our Corporate Governance Statement. |
☐ 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 whole of 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) in our Corporate Governance Statement. and whether a performance evaluation was undertaken for the reporting period in accordance with that process in our Corporate Governance Statement. |
☐ 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 whole of the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked,4we have followed the recommendation in full for the whole of 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. |
☒ and we have disclosed a copy of the charter of the committee at: https://betmakers.com/future-vision/corporate-governance/ and the information referred to in paragraphs (4) and (5) in our Corporate Governance Statement. |
☐ 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 in our Corporate Governance Statement. |
☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
|
| 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 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 Statement. |
☐ set out in our Corporate Governance Statement |
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 whole of the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked,4we have followed the recommendation in full for the whole of 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 |
|---|---|---|---|---|
| 2.4 | 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 in our Corporate Governance Statement. |
☐ 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://betmakers.com/future-vision/corporate-governance/ |
☐ set out in our Corporate Governance Statement |
|
| 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://betmakers.com/future-vision/corporate-governance/ |
☐ 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://betmakers.com/future-vision/corporate-governance/ |
☐ 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 whole of the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked,4we have followed the recommendation in full for the whole of 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. |
☒ and we have disclosed a copy of the charter of the committee at: https://betmakers.com/future-vision/corporate-governance/ and the information referred to in paragraphs (4) and (5) in our Corporate Governance Statement. |
☐ 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 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 whole of 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://betmakers.com/future-vision/corporate-governance/ |
☐ 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://betmakers.com/future-vision/corporate-governance/ |
☐ 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 in our Shareholder Communications Policy at: https://betmakers.com/future-vision/corporate-governance/ |
☐ 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 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 whole of 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. |
☒ and we have disclosed a copy of the charter of the committee at: https://betmakers.com/future-vision/corporate-governance/ and the information referred to in paragraphs (4) and (5) in our Corporate Governance Statement. |
☐ 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 in our Corporate Governance Statement. |
☐ 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 whole of 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. |
☒ 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 in our Corporate Governance Statement. |
☐ 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 in the Directors’ Report section of the Annual Report. and, if we do, how we manage or intend to manage those risks at: in our Audit & Risk Committee Charter and the Risk Management Policy athttps://betmakers.com/future-vision/corporate-governance/ |
☐ 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 whole of 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. |
☒ and we have disclosed a copy of the charter of the committee at: https://betmakers.com/future-vision/corporate-governance/ and the information referred to in paragraphs (4) and (5) in our Corporate Governance Statement. |
☐ 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 our Remuneration Policy available at https://betmakers.com/future- vision/corporate-governance/ |
☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
|
| 8.3 | A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it. |
☒ and we have disclosed a copy of our Share Trading Policy at: https://betmakers.com/future-vision/corporate-governance/ |
☐ 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 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 whole of 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 |
|---|---|---|---|
| ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES | |||
| 9.1 | A listed entity with a director who does not speak the language in which board or security holder meetings are held or key corporate documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the discussions at those meetings and understands and can discharge their obligations in relation to those documents. |
☐ and we have disclosed information about the processes in place at: ……………………………………………………………………… [insert location] |
☐ set out in our Corporate Governance Statement OR ☐ we do not have a director in this position and this recommendation is therefore not applicable OR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
| 9.2 | A listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time. |
☐ | ☐ set out in our Corporate Governance StatementOR ☐ we are established in Australia and this recommendation is therefore not applicableOR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
| 9.3 | A listed entity established outside Australia, and an externally managed 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. |
☐ | ☐ set out in our Corporate Governance StatementOR ☐ we are established in Australia and not an externally managed listed entity and this recommendation is therefore not applicable ☐ we are an externally managed entity that does not hold an AGM and this recommendation is therefore not applicable |
| ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES | |||
| - | Alternative to Recommendation 1.1 for externally managed listed entities: The responsible entity of an externally managed listed entity should disclose: (a) the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; and (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements. |
☐ and we have disclosed the information referred to in paragraphs (a) and (b) at: …………………………………………………………………………….. [insert location] |
☐ set out in our Corporate Governance Statement |
Page 12
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 whole of 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 |
|---|---|---|---|
| - | Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities: An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager. |
☐ and we have disclosed the terms governing our remuneration as manager of the entity at: …………………………………………………………………………….. [insert location] |
☐ set out in our Corporate Governance Statement |
Page 13
ASX Listing Rules Appendix 4G (current at 17/7/2020)
CORPORATE GOVERNANCE STATEMENT
This document discloses the extent to which Betmakers Technology Group Ltd ACN 164 521 395 ( Company ) has followed the recommendations set by the ASX Corporate Governance Council in the 4th edition of its Corporate Governance Principles and Recommendations ( ASX Recommendations ) during the reporting period ending 30 June 2023 ( Reporting Period ).
| ASX Recommendation | ASX Recommendation | Comply (Yes/No) | Additional comments |
|---|---|---|---|
| PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT | |||
| 1.1 | A listed entity should have and disclose a board charter which sets out the respective roles and responsibilities of the Board, the Chair and management, and includes a description of those matters expressly reserved to the Board and those delegated to management. |
Yes | The Board is responsible for overseeing the management of the Company’s business and the overall corporate governance of the Company. The Board monitors the operational and financial performance of the Company and oversees the strategies for the achievement of its business objectives, including approving the short and long-term strategic direction of the Company. The Board has adopted a written charter to provide a framework for the effective operation of the Board, which sets out the Board’s composition, role and responsibilities and the relationship and interaction between the Board and management, and the authority delegated by the Board to management and any Board committees. The Company has also established a clear delineation between the Board’s responsibility for the Company’s strategy and activities, and the day-to-day management of operations conferred upon the Chief Executive Officer and certain other officers of the Company. The Board (in accordance with the Nomination and Remuneration Committee Charter) evaluates the performance of senior executives. Please also refer the Board Charter available via the Company’s website, https://betmakers.com/future-vision/corporate- governance/. |
| 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. |
Yes | The Company has adopted a Nomination and Remuneration Committee Charter to guide the Nomination and Remuneration Committee in discharging its obligations to identify nominees for appointment as a senior executive, or as a Director at each annual general meeting, and ensure that the audit and risk, remuneration and nomination, and any other corporate governance committees of the Board, have the benefit of qualified and experienced independent directors. The Company has also developed a Selection and Appointment of Directors Policy, Diversity Policy and Remuneration Policy to guide the Nomination and Remuneration Committee in discharging these obligations. The Company provides its security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director in accordance with its Shareholder Communications Policy. Please also refer to the Nomination and Remuneration Committee Charter and Shareholder Communications Policy available via the Company’s website, https://betmakers.com/future-vision/corporate-governance/. |
| 1.3 | A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. |
Yes | The Company has entered into a written agreement with each director and senior executive. Please refer to the Nomination and Remuneration Committee Charter and Selection and Appointment of Directors Policy availablevia the Company’swebsite,https://betmakers.com/future-vision/corporate-governance/. |
| 1.4 | The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board. |
Yes | The Company Secretary is accountable to the Board, through the Chairman, on all matters to do with the proper functioning of the Board. The Company Secretary works closely with the Chairman to manage the flow of information between the Board and senior executives. Please refer to the Board Charter available via the Company’s website, https://betmakers.com/future-vision/corporate- governance/. |
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| 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; (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 the Workplace Gender Equality 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. |
Yes | The Board has implemented a Diversity Policy that seeks to align the Company’s recruitment, remuneration and management systems with the commitment to develop a workplace culture that values and strives to achieve and maintaining inclusivity and diversity in its workforce and on its Board. Furthermore, the Company is committed to a culture that embraces and fosters diversity and inclusion, which encompasses differences in backgrounds and ethnicity, qualifications and experiences, sexual orientation and identification, and differences in approach and viewpoints. The Diversity Policy requires the Board to establish measurable objectives for achieving gender diversity within the Company’s business and will require senior management to report annually on the achievement of those objectives. The Board previously adopted the following measurable objectives for achieving gender diversity: • staff gender ratio to be a minimum of 25-30% female and 75-70% male; and • senior staff and Board gender ratio to be a minimum of 25% female and 75% male. As at the date of this Corporate Governance Report, the Company continues to work towards its measurable objectives and has the following gender split: • staff gender ratio of 20% identifying as female and 80% identifying as male; and • senior staff and Board gender ratio of 20% identifying as female and 80% identifying as male. The Board assessed the gender diversity of the Company at the end of the Reporting Period and discloses the following proportions of men and women: • whole organisation: 356 men and 90 women; • senior executive positions: 9 men and 1 woman; and • Board: 3 men and 3 women. Including the Company Secretary The Board considers ‘senior executives’ to be those roles which report to an executive Director or the Board, including contractors. Please refer to the Company’s Diversity Policy available via the Company’s website, https://betmakers.com/future- vision/corporate-governance/. |
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| 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. |
Yes | The Board (led by the Chairman) endeavours to objectively evaluate its own performance and the performance of individual Directors on an annual basis, or earlier when Board vacancies or other relevant events occur that bear on Board composition. The Nomination and Remuneration Committee Charter sets out the responsibility for recognising and analysing any gaps in the skills and experience of the current Board. The Board did not undertake a formal evaluation process during the Reporting Period. However, the Board considers that the comprehensive review undertaken through the process of implementing Board and Management changes in January 2023, which included the appointment of Matt Davey as Executive Chairman, and Committee composition changes in July 2022 satisfies this recommendation. In addition, the Board continuously monitored its performance and processes at its monthly Board meeting via a standing agenda item that addressed the process, content and conduct of each meeting. Please refer to the Company’s Nomination and Remuneration Committee Charter available via the Company’s website, https://betmakers.com/future-vision/corporate-governance/. |
| 1.7 | A listed entity should: | Yes | The Board (led by the Chairman) endeavours to objectively evaluate the performance of senior executives on an annual basis. |
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(a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and
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(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.
The Company has undertaken, and will continue to undertake, formal performance reviews of its senior executives in respect of the Reporting Period. The Nomination and Remuneration Committee Charter sets out the responsibility for evaluating the performance of senior executives.
Please refer to the Company’s Nomination and Remuneration Committee Charter available via the Company’s website, https://betmakers.com/future-vision/corporate-governance/.
PRINCIPLE 2 - STRUCTURE THE BOARD TOBE EFFECTIVE AND ADD VALUE
| (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. |
The Company has undertaken, and will continue to undertake, formal performance reviews of its senior executives in respect of the Reporting Period. The Nomination and Remuneration Committee Charter sets out the responsibility for evaluating the performance of senior executives. Please refer to the Company’s Nomination and Remuneration Committee Charter available via the Company’s website, https://betmakers.com/future-vision/corporate-governance/. |
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| PRINCIPLE 2 - STRUCTURE THE BOARD TOBE EFFECTIVE AND ADD VALUE | |||
| 2.1 | The Board of a listed entity should: (a) have a nomination committee which: (i) has at least three 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. |
Yes | The Board has established a Nomination and Remuneration Committee, and adopted the Nomination and Remuneration Committee Charter and Selection and Appointment of Directors Policy, for the purpose of addressing 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. As at the date of this Corporate Governance Statement, the Nomination & Remuneration Committee comprises of: • Rebekah Giles (Chair and independent non-executive Director); • Anna Massion (Independent non-executive Director); and • Simon Dulhunty (Independent non-executive Director). It is noted that, during the Reporting Period, Nick Chan stepped down as a member of the Nomination & Remuneration Committee on 29 July 2022. During the Reporting Period, the number of Nomination and Remuneration Committee meetings and the individual attendances of the members at those meetings are as follows: Director Number Eligible to Attend Number Attended Nick Chan 1 1 Simon Dulhunty 3 3 Anna Massion 2 2 Rebekah Giles 2 2 Please refer to the Company’s Nomination and Remuneration Committee Charter and Selection and Appointment of DirectorsPolicy availablevia the Company’swebsite,https://betmakers.com/future-vision/corporate-governance/. |
| 2.2 | A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership. |
Yes | The Company’s Selection & Appointment of Directors Policy sets out the mix of skills and diversity that the Board currently has or should comprise in its membership, including without limitation: (a) bookmaking and betting industry experience; (b) information technology; (c) business acquisition and integration skills; (d) financial literacy and legal and regulatory knowledge; (e) diversity; (f) policy and regulatory development and reform; (g) health, safety and environment and social responsibility; and |
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| (h) organisational development and human resources. Please refer the Company’s Nomination and Remuneration Committee Charter, Selection and Appointment of Directors Policy and Diversity Policy available via the Company’s website, https://betmakers.com/future-vision/corporate- governance/. |
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| 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 or relationship of the type described in Box 2.3 of the ASX Corporate Governance Principles and Recommendations (4th Edition), 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 |
Yes | The Board consists of five directors, with Nick Chan, Simon Dulhunty, Rebekah Giles and Anna Massion considered to be independent non-executive directors. The Board considers that each of the above non-executive directors are free from any interest, position or relationship that may influence or reasonably be perceived to influence, the independent exercise of each Director’s judgement and that each of them is able to fulfil the role of independent Director for the purposes of the Recommendations. The length of service for each director who held office during the Reporting Period is: • Nick Chan: appointed 29 October 2015; • Todd Buckingham: appointed 27 June 2013 and ceased on 31 January 2023; • Simon Dulhunty: appointed 2 October 2015; • Matt Davey: reappointed on 31 January 2023; • Rebekah Giles: appointed 8 February 2022; and • Anna Massion: appointed 3 March 2022. |
| 2.4 | A majority of the board of a listed entity should be independent directors. |
Yes | Four of the five Directors of the Company are considered to be independent. The Board comprises four independent non-executive directors (Mr Nick Chan, Mr Simon Dulhunty, Ms Rebekah Giles and Ms Anna Massion) and one executive Director (Mr Matt Davey, President and Executive Chair). |
| 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. |
Partially | Mr Matt Davey, the Company’s Chair, is not the same person as the CEO of the Company. However, Mr Matt Davey is not considered to be an independent Director due to his substantial shareholding in the Company and his role as an executive. It is noted that, during the Reporting Period, Nick Chan was the independent Chair until Matt Davey’s appointment on 31 January 2023. The Board believes that the Company’s circumstances are currently best served with Matt Davey serving as Executive Chair, notwithstanding the non-compliance Recommendation 2.5, and is satisfied that the four independent directors provide an appropriate level of independence and governance to the Board’s composition at this stage. |
| 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. |
Yes | The Nomination and Remuneration Charter sets out the responsibility for ensuring that the Company: • has a program for inducting new directors and providing appropriate professional development opportunities for continuing directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively; and • reviews whether the existing directors have the skills, knowledge and familiarity with the Company and its operating environment required to fulfil their role on the Board and on committees effectively and, where any gaps are identified, considers what further training or development could be undertaken to fill those gaps; Please refer to the Company’s Nomination and Remuneration Committee Charter available via the Company’s website, https://betmakers.com/future-vision/corporate-governance/. |
| PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY | |||
| 3.1 | A listed entity should articulate and disclose its values. | Yes | As detailed in its Code of Conduct (available at https://betmakers.com/future-vision/corporate-governance/)the Company is committed to conducting all of its business activities fairly, honestly with a high level of integrity, and in |
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| compliance with all applicable laws, rules and regulations. The Board, management and employees are dedicated to high ethical standards and recognise and support the Company’s commitment to compliance with these standards. |
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| 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. |
Yes | The Board has adopted a formal Code of Conduct to be followed by all employees and officers (including Directors). The key aspects of the Code of Conduct are to: • act with honesty, integrity and fairness and in the best interests of the Company and in the reasonable expectations of Shareholders; • act in accordance with all applicable laws, regulations, policies and procedures, including the Company’s regulatory and licensing requirements; • have responsibility and accountability for individuals for reporting and investigating reports of unethical practices; and • use the Company’s resources and property properly. Please refer to the Company’s Code of Conduct available via the Company’s website,https://betmakers.com/future- vision/corporate-governance/. |
| 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. |
Yes | The Company’s Whistleblower Policy is available on the Company’s website,https://betmakers.com/future- vision/corporate-governance/. Any complaint lodged by a Whistleblower will be investigated and copies of all investigation reports will be provided to the Board or Audit & Risk Committee by the relevant Whistleblower Protection Officer. |
| 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. |
Yes | The Company’s Anti-Bribery and Corruption Policy is available on the Company’s website,https://betmakers.com/future- vision/corporate-governance/. All material breaches of the Anti-Bribery and Corruption Policy must be reported immediately to the Board. |
| 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 |
Yes | The Board has adopted the Audit and Risk Committee Charter, which provides for the processes to be employed in independently verifying and safeguarding the integrity of the Company’s corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner. As at the date of this Corporate Governance Statement, the Audit & Risk Committee comprises of: • Anna Massion (Chair and independent non-executive Director); • Rebekah Giles (Independent non-executive Director); • Simon Dulhunty (Independent non-executive Director); and • Nick Chan (Independent non-executive Director). During the Reporting Period, the number of Audit and Risk Committee meetings and the individual attendances of the members at those meetings are as follows: Director Number Eligible to Attend Number Attended Nick Chan 5 5 Simon Dulhunty 5 5 |
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| 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. |
Anna Massion 4 4 Rebekah Giles 4 4 The relevant qualification and experience of the members of the Audit and Risk Committee are disclosed in the Annual Report. Please also refer to the Company’s Audit and Risk Committee Charter available via the Company’s website, https://betmakers.com/future-vision/corporate-governance/. |
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| 4.2 | The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. |
Yes | As set out in the Company’s Audit and Risk Committee Charter, the Audit and Risk Committee ensures that the Company complies with its legal obligations, including to require the Chief Executive Officer and/or Chief Financial Officer (or such other persons as required under the Corporations Act 2001 (Cth)) to provide declarations in relation to the Company’s financial reports required by both section 295A of the Corporations Act 2001 (Cth) and this Recommendation 4.2 (CEO and CFO Declarations). During the Reporting Period, the CEO and CFO Declarations for each relevant financial period were delivered to the Audit and Risk Committee and the Board before it approved the Company’s financial statements for each financial period. Please refer to the Company’s Audit and Risk Committee Charter and Risk Management Policy available via the Company’swebsite, https://betmakers.com/future-vision/corporate-governance/. |
| 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. |
Yes | As set out in the Company’s Audit and Risk Committee Charter, the Audit and Risk Committee is responsible for ensuring that any periodic corporate report the Company releases to the market that has not been subject to audit or review by an external auditor discloses the process taken to verify the integrity of its content. During the Reporting Period, the Board reviewed and approved the release of each unaudited periodic corporate report to confirm the integrity of the report and was given the opportunity to question management as to its content and review any source documentation (if requested) to ensure that the content is materially accurate and provides investors with appropriate information. The Board was also provided with a declaration from the Chief Executive Officer and the Chief Financial Officer under Recommendation 4.2 in respect of each unaudited periodic corporate report. Please also refer to the Company’s Audit and Risk Committee Charter available via the Company’s website, https://betmakers.com/future-vision/corporate-governance/ for furtherdetails. |
| 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. |
Yes | The Company has adopted a Continuous Disclosure Policy to ensure compliance with its continuous disclosure obligations under the Listing Rules. The Policy establishes procedures that seek to ensure that Directors and management are aware of, and fulfil, their obligations in relation to the timely disclosure of material price-sensitive information to ensure all parties are informed of the Company’s activities and performance. Please refer to the Company’s Continuous Disclosure Policy available via the Company’s website, https://betmakers.com/future-vision/corporate-governance/. |
| 5.2 | A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made. |
Yes | Under the Company’s Continuous Disclosure Policy, all members of the Board receive material market announcements promptly after they have been made. The Company has appointed the Company Secretary as the person responsible for ensuring that the Board receives copies of all material or price sensitive market announcements promptly after they have been released by ASX to the market. Final material market announcements are also circulated to all members of the Board immediately prior to lodgement. Please refer to the Company’s Continuous Disclosure Policy available via the Company’s website, https://betmakers.com/future-vision/corporate-governance/,for further details. |
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| 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. |
Yes | All new and substantive investor or analyst presentation materials are released on the ASX Markets Announcement Platform ahead of such presentations being given. Please refer to the Company’s Continuous Disclosure Policy available via the Company’s website, https://betmakers.com/future-vision/corporate-governance/,for further details. |
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| 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. |
Yes | Information regarding the Company, its business and its governance is available on its website ,https://betmakers.com/future-vision/. |
| 6.2 | A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors. |
Yes | The Company’s Shareholder Communications Policy establishes procedures to ensure that Shareholders are provided with sufficient information to assess the performance of the Company and are informed of all major developments affecting the affairs of the Company in accordance with all applicable laws, including but not limited to Company announcements, shareholder meetings, and open communication with the Company Secretary and the Company’s share registry. The Company has also engaged an investor relations consultant to lead and facilitate communication with investors. Please refer to the Company’s Shareholder Communications Policy available via the Company’s website, https://betmakers.com/future-vision/corporate-governance/. |
| 6.3 | A listed entity should disclose how it facilitates and encourages participation at meetings of security holders. |
Yes | Shareholders are encouraged to participate at all general meetings and AGMs of the Company. The Company’s Shareholder Communications Policy establishes procedures to encourage effective participation at general meetings of the Company. Shareholders are encouraged to submit questions or requests for information directly to the Company, and attend and participate at general meetings. At each general meeting, shareholders are also given the opportunity to ask questions on each item of business. Please refer to the Company’s Shareholder Communications Policy available via the Company’s website, https://betmakers.com/future-vision/corporate-governance/. |
| 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. |
Yes | The Company ensures that all substantive resolutions at a meeting of shareholders are decided by a poll rather than by a show of hands. Please refer to the Company’s Shareholders Communications Policy available via the Company’s website, https://betmakers.com/future-vision/corporate-governance/ for further details. |
| 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. |
Yes | The Company’s Shareholder Communications Policy ensures that Shareholders are able to electronically access information relevant to their shareholding in the Company via the Company's online share registry portal. Please refer to the Company’s Shareholder Communications Policy available via the Company’s website, https://betmakers.com/future-vision/corporate-governance/. |
| 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: |
Yes | The Board has adopted the Audit and Risk Committee Charter and Risk Management Policy, which oversees the Company’s risk management framework. As at the date of this Corporate Governance Statement, the Audit & Risk Committee is comprised of: • Anna Massion (Chair and independent non-executive Director); • Rebekah Giles (Independent non-executive Director); • Simon Dulhunty (Independent non-executive Director); and |
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| (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. |
• Nick Chan (Independent non-executive Director). During the Reporting Period, the number of Audit and Risk Committee meetings and the individual attendances of the members at those meetings are as follows: Director Number Eligible to Attend Number Attended Nick Chan 5 5 Simon Dulhunty 5 5 Anna Massion 4 4 Rebekah Giles 4 4 Please refer to the Company’s Audit and Risk Committee Charter and Risk Management Policy available via the Company’s website,https://betmakers.com/future-vision/corporate-governance/. |
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| 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. |
Yes | The Company’s Audit and Risk Committee Charter, sets out the responsibility for ensuring that the Company’s risk management plan framework is reviewed at least annually. During the Reporting Period the Audit and Risk Committee reviewed, and continues to review, the Company’s risk management procedures and overall framework, with a view of assessing and updating existing risks and identifying and discussing new and emerging risks. Please refer to the Company’s Audit and Risk Committee Charter and Risk Management Policy available via the Company’s website,https://betmakers.com/future-vision/corporate-governance/. |
| 7.3 | A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes. |
Yes | The Company does not have an internal audit function. The Company’s Audit and Risk Committee Charter and Risk Management Policy, governs the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes. As at the date of this Corporate Governance Statement, the Board and the Audit and Risk Committee consider that the process employed pursuant to the Audit & Risk Committee Charter and the financial control function, in conjunction with its Risk Management Policy, are sufficient processes for evaluating and continually improving the effectiveness of its risk management and internal control processes for a company of its size and complexity. Please refer to the Company’s Audit and Risk Committee Charter and Risk Management Policy available via the Company’s website,https://betmakers.com/future-vision/corporate-governance/. |
| 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. |
Yes | Please refer to the Directors’ Report section of the Annual Report in respect of the Company’s exposure to environmental and social risks. In accordance with the Audit and Risk Committee Charter, the Audit and Risk Committee is responsible for reviewing whether the Company has any material exposure to any environmental and social risks. Given the nature and size of the Company's business and operations, the Company has not identified any material environmental sustainability risks. Social risk assessment (across areas such as ethical conduct, labour management, community engagement, diversity and inclusion, health and safety, customer privacy and cyber security, consumer protection, modern slavery, and human rights) form part of the overall risk management framework overseen by the Board and the Audit & Risk Committee. Please refer to the Audit & Risk Committee Charter and the Risk Management Policy available via the Company’s website, https://betmakers.com/future-vision/corporate-governance/. |
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PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
| PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY | PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY | PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY | PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY |
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| 8.1 | The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive. |
Yes | The Board has adopted the Nomination and Remuneration Committee Charter and Remuneration Policy, for the purpose of establishing processes for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive. As at the date of this Corporate Governance Statement, the Nomination & Remuneration Committee comprises of: • Rebekah Giles (Chair and independent non-executive Director); • Anna Massion (Independent non-executive Director); and • Simon Dulhunty (Independent non-executive Director). It is noted that during the Reporting Period, Nick Chan stepped down as a member of the Nomination & Remuneration Committee on 29 July 2022. During the Reporting Period, the number of Nomination and Remuneration Committee meetings and the individual attendances of the members at those meetings are as follows: Director Number Eligible to Attend Number Attended Nick Chan 1 1 Simon Dulhunty 3 3 Anna Massion 2 2 Rebekah Giles 2 2 Please refer to the Company’s Nomination and Remuneration Committee Charter and Remuneration Policy available via the Company’s website,https://betmakers.com/future-vision/corporate-governance/. |
| 8.2 | A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives. |
Yes | The Company’s policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives is set out in the Remuneration Report contained within the Annual Report each year. Please refer to the Annual Report for the Reporting Period, and the Company’s Nomination and Remuneration Committee Charter and Remuneration Policy available via the Company’s website, https://betmakers.com/future-vision/corporate-governance/. |
| 8.3 | A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it. |
Yes | The Company has implemented a Long Term Incentive Plan (LTIP) to assist in the reward, retention and motivation of executives and key employees of the Group (Participants). The Company’s Securities Trading Policy prohibits Participants from entering into transactions (through the use of derivatives) which limit the economic risk of participating in the LTIP. Please also see the Securities Trading Policy available via the Company’s website,https://betmakers.com/future- vision/corporate-governance/. |
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