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BLACK CAT SYNDICATE LIMITED Governance Information 2021

Oct 21, 2021

64501_rns_2021-10-21_d430ad88-2a14-48bb-a896-972dec1b013f.pdf

Governance Information

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BLACK CAT SYNDICATE LIMITED

ACN 620 896 282

CORPORATE GOVERNANCE STATEMENT 2021

CORPORATE GOVERNANCE STATEMENT 2021

TABLE OF CONTENTS

1. Board Charter ................................................................................................................................ 3
2. Composition of the Board ............................................................................................................. 4
3. Audit and Risk Committee Charter ............................................................................................... 4
4. Remuneration Committee Charter ............................................................................................... 4
5. Nomination Committee Charter ................................................................................................... 4
6. Code of Conduct for Directors, Senior Executives and Employees ............................................... 5
7. Continuous Disclosure Policy ........................................................................................................ 5
8. Share Trading Policy ...................................................................................................................... 5
9. Directors’ Disclosure Obligations .................................................................................................. 5
10. Shareholder Communications Strategy ........................................................................................ 5
11. Risk Management Policy ............................................................................................................... 5
12. Environmental Responsibilities ..................................................................................................... 6
13. Diversity policy .............................................................................................................................. 6
14. Whistleblower policy .................................................................................................................... 7
15. Anti-bribery and corruption policy ............................................................................................... 7
16. Compliance with the ASX Recommendations ............................................................................... 8

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CORPORATE GOVERNANCE STATEMENT 2021

The Board is responsible for the overall corporate governance of Black Cat Syndicate Limited (“the Company”), including establishing and monitoring key performance goals. In addition, the Board is committed to attaining standards of corporate governance that are commensurate with the Company's needs. In this regard, the Board has created a framework for managing the Company, including internal controls and a business risk management process. This framework is reflected, in part, in the policies and charters described below.

The Board has adopted and endorses The ASX Corporate Governance Council Principles and Recommendations (4[th] Edition) as amended from time to time (“ASX Recommendations ” ) and has adopted the ASX Recommendations that are considered appropriate for the Company given its size and the scope of its proposed activities. Details of the Company’s compliance with the ASX Recommendations (4[th] Edition) are set out below.

Effective 1 July 2020 the Company has adopted amended policies and practices, to comply with where applicable, the recommendations of the 4[th] Edition of the Corporate Governance Principles and Recommendations (4[th] Edition). The updated polices are available for review on the Company’s website at www.blackcatsyndicate.com.au. The Company first reports its compliance with, or departure from, the 4[th] Edition recommendations in this Corporate Governance Statement for the financial year ended 30 June 2021.

In light of the Company’s current stage of development, the Board considers that its current composition is appropriate. As the Company’s activities change in nature and scope, the size of the Board and the implementation of additional corporate governance policies and structures will be reviewed and may change.

The 2021 Corporate Governance Statement has been adopted by the Board.

1. BOARD CHARTER

The Board guides and monitors the business and management of the Company. Under its Charter, the Board is responsible for, amongst other things:

1. Driving the strategic direction of the Company, the allocation of resources to meet objectives and monitoring management performance;

2. Appointing and, if necessary, replacing of the Managing Director and other senior executives;

3. Approving the Company’s remuneration framework;

4. Monitoring the timeliness and effectiveness of reporting to Shareholders;

5. Reviewing and ratifying systems of audit, risk management and internal compliance and control, codes of conduct and legal compliance;

6. Approving and monitoring the progress of major capital expenditure, capital management and significant acquisitions and divestitures;

7. Approving and monitoring the budget and adequacy and integrity of financial and other reporting;

8. Approving the annual, half yearly and quarterly reports;

9. Approving significant changes to the organisational structure;

10. Approving decisions affecting the Company’s capital, including determining dividend policy;

11. Recommending to Shareholders the appointment of the external auditor;

12. Ensuring a high standard of corporate governance practice and regulatory compliance; and

13. Procuring appropriate professional development opportunities for Directors.

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.

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CORPORATE GOVERNANCE STATEMENT 2021

2. COMPOSITION OF THE BOARD

Election of Board members is substantially the province of the Shareholders in general meeting.

The current Board of Directors is as follows:

− Mr Paul Chapman Non-Executive Chairman; − Mr Gareth Solly Managing Director; − Mr Les Davis Independent Non-Executive Director; − Mr Philip Crutchfield Independent Non-Executive Director; and − Mr Tony Polglase Independent Non-Executive Director.

For the purposes of corporate governance reporting the Company’s Managing Director, Mr Gareth Solly has been identified as the Chief Executive Officer (“CEO”).

Details of the skills and experience of Directors of the Company are included in the Directors’ Report section of the 2021 Annual Financial Statements which are available on the Company’s website at www.blackcatsyndicate.com.au.

3. AUDIT AND RISK COMMITTEE CHARTER

The Board has adopted an Audit and Risk Committee Charter which outlines the composition of the committee, its purpose, its responsibilities and requirements of its meetings. In summary, the audit and risk committee is responsible for ensuring the integrity of the Company’s financial statements, the effectiveness of financial reporting and liaison with the Company’s auditor, and overseeing of the implementation and management of the Company’s risk management framework and systems.

Until the size and/or activities of the Company warrant the creation of separate audit and risk committees, the duties of the audit and risk committees will be undertaken by the full Board.

4. REMUNERATION COMMITTEE CHARTER

The Board has adopted a Remuneration Committee Charter which outlines the composition of the committee, its role, its responsibilities, its authority, and requirements of its meetings.

In summary, the remuneration committee is responsible for preparing and reviewing the Company’s strategy with regard to remunerating, recruiting, incentivising, retaining and, where appropriate, terminating the Company’s executives, Non-Executive Directors and employees.

Until the size and/or activities of the Company warrant the creation of a separate remuneration committee, the duties of a remuneration committee will be undertaken by the full Board.

5. NOMINATION COMMITTEE CHARTER

The Board has adopted a Nomination Committee Charter which outlines the composition of the committee, its role, its responsibilities, its authority, and requirements of its meetings.

The nomination committee is responsible for the identification and recommendation of potential candidates for appointment to the Board after considering current board composition and skill sets and experience deemed appropriate. In addition, the nomination committee will oversee matters of performance appraisal, induction procedures and ongoing education and improvement.

The nomination committee will also undertake performance evaluation of the Board, its Committees, individual Directors and senior executives pursuant to the Company’s Performance Evaluation Policy.

Until the size and/or activities of the Company warrant the creation of a separate nomination committee, the duties of a nomination committee will be undertaken by the full Board.

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CORPORATE GOVERNANCE STATEMENT 2021

6. CODE OF CONDUCT FOR DIRECTORS, SENIOR EXECUTIVES AND EMPLOYEES

The Board has adopted a Code of Conduct for Directors, senior executives and employees to promote ethical and responsible decision making and execution of their roles and responsibilities.

7. CONTINUOUS DISCLOSURE POLICY

The Company is, subject to the exceptions contained in the Listing Rules, required to disclose to the Australian Securities Exchange (“ASX”) any information concerning the Company which is not generally available and which a reasonable person would expect to have a material impact on the price or value of Shares.

The Company is committed to observing its disclosure obligations under the Corporations Act and the Listing Rules. The Company encourages a culture of openness which is conducive to fulfilment of the Company’s disclosure obligations and creates clear lines of communication and authority with regard to the dissemination of information and continuous disclosure issues. In accordance with this policy, all information provided to the ASX is made available on the Company’s website (www.blackcatsyndicate.com.au)

8. SHARE TRADING POLICY

The Company has adopted a Share Trading Policy to maintain investor confidence in the integrity of Company’s internal controls and procedures, and to provide guidance on avoiding any breach of insider trading laws.

Under the policy, all Key Management Personnel (which includes Directors) are prohibited from trading in the Company’s securities, subject to exceptional circumstances, during the following periods:

  • two weeks prior to and 48 hours after the release of the Company’s Annual Financial Report;

  • two weeks prior to and 48 hours after the release of the Company’s Half-Year Financial Report; and

  • two weeks prior to and 48 hours after the release of the Company’s Quarterly Reports.

A member of Key Management Personnel, who is in possession of price sensitive information which is not generally available to the market, must not deal in the Company’s securities at any time.

In addition, a member of Key Management Personnel who wishes to trade in the Company’s securities must first obtain the consent of the Chairman. In the event that the Chairman wishes to trade in the Company’s securities, the prior consent of the Board must be obtained.

9. DIRECTORS’ DISCLOSURE OBLIGATIONS

Any change in a Director’s direct or indirect interest in Company securities must be disclosed to the Company so that appropriate disclosure can be made by the Company to the ASX in accordance with the Listing Rules.

10. SHAREHOLDER COMMUNICATIONS STRATEGY

This strategy details how the Company is committed to keeping Shareholders appraised of the Company’s activities, including by providing regular communications that are balanced and understandable, ensuring information is easily accessible, and facilitating Shareholder participation in the Company’s general meetings.

11. RISK MANAGEMENT POLICY

The CEO is primarily responsible for administering this policy, which sets out the way in which various types of risk are to be managed, including by reviews of internal controls, financial reporting, operational activities, investment proposals, environmental and safety risks and continuous improvement.

Material risk matters are reported on and considered at board meetings.

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CORPORATE GOVERNANCE STATEMENT 2021

12. ENVIRONMENTAL RESPONSIBILITIES

The Company recognises that it has a fundamental requirement to conduct its proposed activities in an environmentally responsible manner. The Company continually develops its environmental management system to ensure legislative compliance, high levels of employee awareness, stakeholder participation when developing project systems, appropriate performance by contractors and continual improvement in respect of environmental protection issues and hazard minimisation.

Environmental matters are reported on as a standing agenda item at all board meetings.

13. DIVERSITY POLICY

The Board has adopted a diversity policy which provides a framework for the Company to achieve, amongst other things, a diverse and skilled Board and workforce, a workplace culture characterised by inclusive practices and behaviours for the benefit of all staff, and a work environment that values and utilises the contributions of all employees, irrespective of gender, culture, disability, age or religion. The Company employs new employees and promotes current employees on the basis of performance, ability and attitude. The Board is continually reviewing its practices with a focus on ensuring that the selection process at all levels within the organisation is formal and transparent and that the workplace environment is open, fair and tolerant.

The Company, in keeping with the recommendations of the Corporate Governance Council provides the following information regarding the proportion of gender diversity in the organisation as at 30 June 2021:


2021:
Proportion of Female / Total
Number of Persons Employed
Females employed in the Company as a whole 4 / 19
Females employed in the Company in senior executive
positions*		 0 / 1
Females appointed as a Director of the Company 0 / 5
  • The Board has determined the Chief Financial Officer to be the only senior executive outside of the Company’s Directors.

The recommendations of the Corporate Governance Council relating to reporting require a Board to set measurable objectives for achieving diversity within the organisation, and to report against them on an annual basis. The Company has implemented measurable objectives as follows:

Measurable Objective Objective
Satisfied		 Comment
Adoption and promotion of a Formal
Diversity Policy.		 Yes The Company has adopted a Formal Diversity
Policy which has been made publicly available
via the ASX and the Company’s website.
To ensure Company policies are
consistent with and aligned with the
goals of the Diversity Policy.		 Yes The Company’s selection, remuneration and
promotion practices are consistent with the
goals of the Company’s Diversity Policy.
To provide flexible work and salary
arrangements to accommodate family
commitments,
study
and
self-
improvement goals, cultural traditions
and other personal choices of current
and potential employees.		 Yes The
Company
will,
where
considered
reasonable and where compatible with the
Company’s
operations,
accommodate
requests for flexible working arrangements.
To implement clear and transparent
policies
governing
reward
and
recognition practices.		 Yes The Company rewards and promotes based on
merit and responsibility as part of its ongoing
review processes.

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CORPORATE GOVERNANCE STATEMENT 2021

To provide relevant and challenging
professional development and training
opportunities for all employees.		 Yes The Company seeks to continually encourage
self-improvement in all employees, irrespective
of seniority, ability or experience, through
external and internal training courses, regular
staff meetings and relevant on job mentoring.

The Company has not at this time, implemented measurable objectives regarding the proportion of females to be employed or appointed to Board positions.

The Board will consider the future implementation of gender-based diversity measurable objectives when more appropriate to the size and nature of the Company’s operations.

14. WHISTLEBLOWER POLICY

The Company has adopted a formal Whistleblower policy which is made available on the Company’s website (www.blackcatsyndicate.com.au).

This policy applies to all directors, officers, employees, consultants and contractors of Black Cat Syndicate Limited (Personnel). This policy also applies, as far as is reasonably achievable, to the ’ - Company s service providers, suppliers and third party contractors.

The purpose of this policy is to encourage the persons to whom the policy applies to raise any concerns or report instances of any potential breach of law, any violations (or suspected violations) of the Company’s Code of Conduct or any other legal or ethical concern without the fear of detriment.

15. ANTI-BRIBERY AND CORRUPTION POLICY

The Company has adopted a formal Anti-bribery and corruption policy in recognition that bribery and corruption act to undermine legitimate business activities, distort competition and may expose the Company, its employees and other stakeholders to significant risks.

The Company provides a safe mechanism pursuant to its Whistleblower Policy to enable and encourage the reporting of any actual, alleged, or perceived, instances of bribery or corruption by any individual to which this policy applies.

A copy of the Anti-bribery and corruption policy is made available on the Company’s website (www.blackcatsyndicate.com.au).

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CORPORATE GOVERNANCE STATEMENT 2021

16. COMPLIANCE WITH THE ASX RECOMMENDATIONS

The Company’s compliance with, and departures from, the ASX Recommendations (4[th] Edition) as at the date of the Report are set out below:

ASX RECOMMENDATION COMPANY’S COMMENT
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 Company has adopted a Board Charter that
sets out the specific roles and responsibilities of
the Board, the Chairman and management and
includes
a
description
of
those
matters
expressly reserved to the Board and those
delegated to management.
The Board Charter sets out the specific
responsibilities of the Board, requirements as to
the
Board’s
composition,
the
roles
and
responsibilities of the Chairman and Company
Secretary, the establishment, operation and
management of Board Committees, Directors’
access to Company records and information,
details
of
the
Board’s
relationship
with
management,
details
of
the
Board’s
performance review and details of the Board’s
disclosure policy.
A copy of the Company’s Board Charter, which
is part of the Company’s Corporate Governance
Plan, is available on the Company’s website.
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 relevant information in its
possession relevant to a decision on
whether or not to elect or re-elect a
Director.		 (a)
The Company has guidelines for the
appointment and selection of the Board in
its Corporate Governance Plan. The
Company’s
Nomination
Committee
Charter (in the Company’s Corporate
Governance Plan) requires the nomination
committee (or, in its absence, the Board) to
ensure
appropriate
checks
(including
checks in respect of character, experience,
education, criminal record and bankruptcy
history (as appropriate)) are undertaken
before appointing a person, or putting
forward to security holders a candidate for
election, as a Director.
(b)
Under the Nomination Committee Charter,
all material information relevant to a
decision on whether or not to elect or re-
elect a Director must be provided to
security holders in the Notice of Meeting
containing the resolution to elect or re-elect
a Director.
1.3. A listed entity should have a written
agreement with each Director and senior
executive setting out the terms of their
appointment.		 The Company’s Nomination Committee Charter
requires the nomination committee (or, in its
absence, the Board) to ensure that each
Director and senior executive is a party to a
written agreement with the Company which sets
out the terms of that Director’s or senior
executive’s appointment.
The Company has written agreements with each
of its Directors and senior executives.

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CORPORATE GOVERNANCE STATEMENT 2021

ASX RECOMMENDATION COMPANY’S COMMENT
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
Board
Charter
outlines
the
roles,
responsibility and accountability of the Company
Secretary.
In
accordance
with
this,
the
Company Secretary is accountable directly to
the Board, through the Chair, on all matters to
do with the proper functioning of the Board.
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 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; or
(i) 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.		 (a)
The Company has adopted a Diversity
Policy which provides a framework for the
Company
to
establish
and
achieve
measurable diversity objectives, including
in respect of gender diversity. The Diversity
Policy allows the Board to set measurable
gender diversity objectives if considered
appropriate, and to assess annually both
the objectives if any have been set and the
Company’s progress in achieving them.
(b)
The
Company
has
set
measurable
objectives which seek to allow and
promote diversity, but do not at this stage
include any specific numerical targets for
gender, or any other, diversity measures.
(c)
(i)
The Board does not presently intend to
set
measurable
gender
diversity
objectives because:
-
the Board does not anticipate there
will be a need to appoint any new
Directors or senior executives due
to the
limited
nature
of the
Company’s existing and proposed
activities and the Board’s view that
the existing Directors and senior
executives have sufficient skill and
experience
to
carry
out
the
Company’s plans; and
-
if it becomes necessary to appoint
any
new
Directors
or
senior
executives, the Board considers
the application of a measurable
gender diversity objective requiring
a specified proportion of women on
the Board and in senior executive
roles will, given the small size of the
Company and the Board, unduly
limit the Company from applying
the Diversity Policy as a whole and
the Company’s policy of appointing
based on skills and merit: and
(ii) 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)
has
been
disclosed in the Company’s Annual
Corporate Governance Statement.

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CORPORATE GOVERNANCE STATEMENT 2021

ASX RECOMMENDATION COMPANY’S COMMENT
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.		 (a) The Company’s Nomination Committee
(or, in its absence, the Board) is
responsible for evaluating the performance
of the Board, its committees and individual
Directors on an annual basis. It may do so
with the aid of an independent advisor. The
process for this is set out in the Company’s
Corporate Governance Plan, which is
available on the Company’s website.
(b)
The Company’s Corporate Governance
Plan requires the Company to disclose
whether or not performance evaluations
were conducted during the relevant
reporting
period.
No
performance
evaluations were undertaken in respect of
the Board and individual Directors for the
financial period ended 30 June 2021.
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.		 (a)
The Company’s Nomination Committee
(or, in its absence, the Board) is
responsible for evaluating the performance
of the Company’s senior executives on an
annual
basis.
The
Company’s
remuneration
committee
(or,
in
its
absence, the Board) is responsible for
evaluating
the
remuneration
of
the
Company’s senior executives on an annual
basis. A senior executive, for these
purposes,
means
Key
Management
Personnel (as defined in the Corporations
Act) other than a Non-Executive Director.
The
applicable
processes
for
these
evaluations can be found in the Company’s
Corporate Governance Plan, which is
available on the Company’s website.
The Company’s Corporate Governance
Plan requires the Company to disclose
whether or not performance evaluations
were conducted during the relevant
reporting
period.
No
performance
evaluations were undertaken in respect of
senior executives during the financial
period ended 30 June 2021.
2. Structure the Board to Add Value
2.1. The Board of a listed entity should:
(a) Have a nomination committee which:
(i) Has at least 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		 (a) The Company’s Nomination Committee
Charter provides for the creation of a
Nomination Committee (if it is considered it
will benefit the Company), with at least
three members, a majority of whom are
independent Directors, and which must be
chaired by an independent Director.
(b) The Company does not have a formal
Nomination Committee as the Board
considers the Company will not currently
benefit
from
its
establishment.
In
accordance with the Company’s Board

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CORPORATE GOVERNANCE STATEMENT 2021

ASX RECOMMENDATION COMPANY’S COMMENT
(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.		 Charter, the Board carries out the duties
that would ordinarily be carried out by the
Nomination
Committee
under
the
Nomination Committee Charter, including
the
following
processes
to
address
succession issues and to ensure the Board
has the appropriate balance of skills,
experience, independence and knowledge
of the Company to enable it to discharge its
duties and responsibilities effectively:
(i) devoting time at least annually to
discuss Board succession issues and
updating the Company’s Board skills
matrix; and
(ii) all Board members being involved in
the Company’s nomination process, to
the maximum extent permitted under
the Corporations Act and ASX Listing
Rules.
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.		 Under the Nomination Committee Charter (in
the Company’s Corporate Governance Plan),
the Nomination Committee (or, in its absence,
the Board) is required to prepare a Board skill
matrix setting out the mix of skills and diversity
that the Board currently has (or is looking to
achieve) and to review this at least annually
against the Company’s Board skills matrix to
ensure the appropriate mix of skills and
expertise is present to facilitate successful
strategic direction.
Given the current size and stage of development
of the Company the Board has not yet
established a formal Board skills matrix. Gaps
in the collective skills of the Board are regularly
reviewed by the Board as a whole, with the
Board proposing candidates for directorships
having regard to the desired skills and
experience required by the Company as well as
the
proposed
candidates’
diversity
of
background.
The Board Charter requires the disclosure of
each
Board
member’s
qualifications
and
expertise. Full details as to each Director and
senior executive’s relevant skills and experience
are available in the Company’s Annual Report.
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 that may
cause doubts about the independence
of a Director, but the Board is of the
opinion that it does not compromise the
independence of the Director, the
nature
of
the
interest,
position,		 The Board considers three of its current Non-
Executive Directors, Mr Les Davis, Mr Philip
Crutchfield and Mr Tony Polglase to be
independent directors. Up until his resignation
on 28 February 2021, Mr Alex Hewlett was
considered to be an independent director.
The Board does not consider that Mr Davis, Mr
Crutchfield or Mr Polglase are party to any
interests,
positions,
associations
or
relationships that would compromise their status
as independent Directors.

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CORPORATE GOVERNANCE STATEMENT 2021

ASX RECOMMENDATION COMPANY’S COMMENT
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
current
Directors
of
the
Company
commenced office on the following dates:
−
Mr Paul Chapman – 4 August 2017;
−
Mr Gareth Solly – 1 January 2018;
−
Mr Les Davis – 4 August 2017;
−
Mr Philip Crutchfield – 6 April 2021; and
−
Mr Tony Polglase – 25 May 2020.
2.4. A majority of the Board of a listed entity
should be independent Directors.		 The Company advises that currently three of its
five directors are considered to be independent.
During the whole financial year ended 30 June
2021 a majority of the Board was not comprised
of independent Directors (being the period from
the date of Mr Hewlett’s resignation on 28
February
2021
and
Mr
Crutchfield’s
appointment on 6 April 2021), and as such did
not strictly comply with Recommendation 2.4.
Non-Executive Chairman, Mr Paul Chapman
(via associated entities) is a substantial
shareholder and as such is not considered as
independent pursuant to the recommendations
of the ASX Corporate Governance Council. The
Board considers that despite his substantial
shareholding, Mr Chapman discharges his
duties as a Non-Executive Director in an
impartial manner, consistent with that of an
independent Director.
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 Chairman of the Company, Mr Paul
Chapman, is not considered to be independent
due to his substantial shareholding, and as such
the
Company
does
not
comply
with
Recommendation
2.5.
Refer
to
Recommendation
2.4
above
for
further
information. The position of Chairman and CEO
are held by separate Directors.
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.		 In accordance with the Company’s Board
Charter, the Nomination Committee (or, in its
absence, the Board) is responsible for the
approval and review of induction and continuing
professional
development
programs
and
procedures for Directors to ensure that they can
effectively discharge their responsibilities. The
Company Secretary is responsible for facilitating
inductions and professional development.
3. Act Ethically and Responsibly
3.1. A listed entity should articulate and disclose
its values.		 The Company has not adopted a formal
Statement of Values, however it seeks to
achieve its objectives whilst seeking to ensuring
it:
o
conducts business with honesty, integrity,
and fairness;
o
complies with all relevant laws and
regulations applicable to it;

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CORPORATE GOVERNANCE STATEMENT 2021

ASX RECOMMENDATION COMPANY’S COMMENT
o
ensures the safety and wellbeing of our
representatives and other stakeholders;
and
o
respects and cares for the environment and
the wider communities in which it operates,
in a sustainable manner.
3.2. A listed entity should:
(a) Have and disclose a code of conduct
for its Directors, senior executives and
employees; and
(b) Ensure that the board or a committee
of the board is informed of any material
breaches of that code.		 The Company has adopted a Code of Conduct
that applies to all Directors, executives and
employees.
A copy of the code is available on the
Company’s website.
Any material breach of the Code of Conduct will
be immediately reportable to the board.
3.3. A listed entity should:
(a) Have and disclose a whistleblower
policy; and
(b) Ensure that the board or a committee
of the board is informed of any material
incidents reported under that policy.		 The Company has adopted a whistleblower
policy, a copy of which is available on the
Company’s
website,
and
appointed
the
Company
Secretary
as
the
designated
whistleblower officer.
The Company maintains a register of reportable
incidents and all material reported incidents will
be immediately reportable to the Board.
3.4. A listed entity should:
(a) Have and disclose an anti-bribery and
corruption policy; and
(b) Ensure that the board or a committee
of the board is informed of any material
breaches of that policy.		 The Company has adopted an anti-bribery and
corruption policy, a copy of which is available on
the Company’s website.
The Company maintains a register of breaches
and all material breaches will be immediately
reportable to the Board.
4. Safeguard Integrity in Corporate Reporting
4.1 The Board of a listed entity should:
(a) Have an audit committee which:
(i) Has at least three members, all of
whom are Non-Executive Directors
and a majority of whom are
independent Directors; and
(ii) Is chaired by an independent
Director, who is not the chair of the
Board; and disclose;
(iii) The charter of the committee;
(iv) The relevant qualifications and
experience of 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 an Audit Committee,
disclose that fact and the processes it
employs that independently verify and
safeguard the integrity of its corporate		 (a) The Company’s Corporate Governance
Plan contains an Audit and Risk Committee
Charter that provides for the creation of an
audit and risk committee (if it is considered
it will benefit the Company), with at least
three members, all of whom must be
independent Directors, and which must be
chaired by an independent Director who is
not the Chairman.
(b) The Company does not have a formal audit
and risk committee as the Board considers
the Company will not currently benefit from
its establishment. In accordance with the
Company’s Board Charter, the Board
carries out the duties that would ordinarily
be carried out by the audit and risk
committee under the Audit and Risk
Committee Charter including the following
processes to independently verify and
safeguard the integrity of its financial
reporting, including the processes for the
appointment and removal of the external
auditor and the rotation of the audit
engagement partner:

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CORPORATE GOVERNANCE STATEMENT 2021

ASX RECOMMENDATION COMPANY’S COMMENT
reporting, including the processes for
the appointment and removal of the
external auditor and the rotation of the
audit engagement partner.		 (i) The Board devotes time at annual
board meetings to fulfilling the roles
and responsibilities associated with
maintaining the Company’s internal
audit function and arrangements with
external auditors; and
(ii) All members of the Board are involved
in the Company’s audit function to
ensure the proper maintenance of the
entity and the integrity of all financial
reporting.
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 Chief Financial Officer (“CFO”) a
declaration that, in their opinion, the
financial statements 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 Company’s Audit and Risk Committee
Charter requires the CEO and CFO (or, if none,
the person(s) fulfilling those functions) to
provide a sign off on these terms.
The Company confirms that it has received CEO
and CFO declarations in respect of the
2020/2021 financial period.
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.		 Periodic corporate reports that are not subject to
audit or review by the Company’s auditors
(which include, but not limited to, quarterly
activities and cash flow reports, directors’
reports and any information included in the
Company’s annual report other than the audited
financial statements) are compiled and verified
by
executive
management
before
being
reviewed by the Board before release to the
market.
5
Make Timely and Balanced Disclosure
5.1 A listed entity should have and disclose a
written policy for complying with its
continual disclosure obligations under
listing rule 3.1.		 The Board Charter provides details of the
Company’s disclosure policy. In addition, the
Corporate
Governance
Plan
details
the
Company’s disclosure requirements as required
by the ASX Listing Rules and other relevant
legislation.
The
Corporate
Governance
Plan,
which
incorporates the Board Charter, is available on
the Company’s website.
5.2 A listed entity should ensure that its board
receives copies of all material market
announcements promptly after they have
been made.		 All
material
market
announcements
are
provided to the board for review and comment
prior
to
release
to
the
ASX
Market
Announcements Platform.
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		 The Company ensures that any substantive
investor or analyst presentation materials are
released as a market announcement ahead of
the presentation being given.

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CORPORATE GOVERNANCE STATEMENT 2021

ASX RECOMMENDATION COMPANY’S COMMENT
Announcements Platform ahead of the
presentation.		 This recommendation does not apply to one on
one meetings between the Company and
investors or analysts. The Company ensures
that any presentation materials at these
meetings does not involve the disclosure of any
material information that has not already been
disclosed to the market.
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 the Company and its
governance is available in the Corporate
Governance Plan which can be found on the
Company’s website.
6.2 A listed entity should have an investor
relations program that facilitates effective
two-way communication with investors.		 The Company has adopted a Shareholder
Communications
Strategy
which
aims
to
promote
and
facilitate
effective
two-way
communication with investors.
The Strategy outlines a range of ways in which
information is communicated to Shareholders
and is available on the Company’s website as
part of the Company’s Corporate Governance
Plan.
6.3 A listed entity should disclose how it
facilitates and encourages participation at
meetings of security holders.		 Shareholders are encouraged to participate at
all general meetings and AGMs of the
Company.
Upon the despatch of any Notice of Meeting to
Shareholders, the Company Secretary shall
send out material stating that all Shareholders
are encouraged to participate at the meeting.
The Company will endeavour to hold meetings
of Shareholders at times and venues which will
enable and encourage Shareholders to attend.
6.4 A listed entity should ensure that all
substantive resolutions at a meeting of
security holders are decided by a poll rather
than by a show of hands.		 The Company ensures that all resolutions
considered for approval at a meeting of security
holders are decided upon by a poll.
Where considered appropriate, the Company
will engage the services of an independent third
party, such as its share registry, to undertake
the poll.
6.5 A listed entity should give security holders
the option to receive communications from,
and send communications to, the entity and
its security registry electronically.		 The
Shareholder
Communication
Strategy
encourages and provides that security holders
can register with the Company to receive email
notifications when an announcement is made by
the Company to the ASX, including the release
of the Annual Report, half yearly reports and
quarterly reports.
Links are made available to the Company’s
website on which all information provided to the
ASX is immediately posted.
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:		 (a) The Company’s Corporate Governance
Plan contains an Audit and Risk Committee
Charter that provides for the creation of an
Audit and Risk Committee (if it is

15 | P a g e

CORPORATE GOVERNANCE STATEMENT 2021

ASX RECOMMENDATION COMPANY’S COMMENT
(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 Risk Committee or
committees that satisfy (a) above,
disclose that fact and the processes it
employs for overseeing the entity’s risk
management framework.		 considered it will benefit the Company),
with at least three members, all of whom
must be independent Directors, and which
must be chaired by an independent
Director.
(b) A copy of the Corporate Governance Plan
is available on the Company’s website.
(c) The Company does not have a formal audit
and risk committee as the Board consider
the Company will not currently benefit from
its establishment. In accordance with the
Company’s Board Charter, the Board
carries out the duties that would ordinarily
be carried out by the Audit and Risk
Committee under the Audit and Risk
Committee Charter. The Board devotes
time at its regular board meetings to
fulfilling the roles and responsibilities
associated with overseeing risk and
maintaining the entity’s risk management
framework
and
associated
internal
compliance and control procedures.
7.2 The Board or a committee of the Board
should:
(a) Review the entity’s risk management
framework and 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.		 (a)
The Audit and Risk Committee Charter
requires that the Audit and Risk Committee
(or, in its absence, the Board) should, at
least annually, satisfy itself that the
Company’s risk management framework
continues to be sound.
(b)
The Company’s Corporate Governance
Plan requires the Company to disclose at
least annually whether such a review of the
company’s risk management framework
has taken place. No such review has been
undertaken in the period ended 30 June
2021.
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.		 (a)
The Audit and Risk Committee Charter
provides for the Audit and Risk Committee
to monitor the need for an internal audit
function.
(b)
As set out in Recommendation 7.1, the
Board is responsible for overseeing the
establishment
and implementation of
effective risk management and internal
control
systems
to
manage
the
Company’s material business risks and for
reviewing and monitoring the Company’s
application of those systems.
(c)
The Board devotes time at its regular
board meetings to fulfilling the roles and
responsibilities associated with overseeing
risk and maintaining the entity’s risk
management framework and associated
internal
compliance
and
control
procedures.

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CORPORATE GOVERNANCE STATEMENT 2021

ASX RECOMMENDATION COMPANY’S COMMENT
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.		 The Company does have some exposure to
environmental and social sustainability risks due
to its ongoing exploration and development
activities. This risk exposure is not considered to
be unusual and common to other entities
undertaking
similar
activities
in
common
jurisdictions.
The Audit and Risk Committee Charter requires
the Audit and Risk Committee (or, in its
absence, the Board) to assist management
determine whether the Company has any
material exposure to economic, environmental
and social sustainability risks and, if it does, how
it manages or intends to manage those risks.
8
Remunerate Fairly and Responsibly
8.1 The Board of a listed entity should:
(a) Have a remuneration 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 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.		 (a) The Company’s Corporate Governance
Plan contains a Remuneration Committee
Charter that provides for the creation of a
Remuneration
Committee
(if
it
is
considered it will benefit the Company),
with at least three members, a majority of
whom must be independent Directors, and
which must be chaired by an independent
Director.
(b) The Company does not have a formal
Remuneration Committee as the Board
considers the Company will not currently
benefit
from
its
establishment.
In
accordance with the Company’s Board
Charter, the Board carries out the duties
that would ordinarily be carried out by the
Remuneration
Committee
under
the
Remuneration
Committee
Charter
including 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 disclose its
policies
and
practices
regarding
the
remuneration of Non-Executive Directors
and
the
remuneration
of
executive
Directors and other senior executives.		 The Company’s Corporate Governance Plan
requires the Board to disclose its policies and
practices
regarding
the
remuneration
of
Directors and senior executives, which is
disclosed on the Company’s website.
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		 The Company’s Corporate Governance Plan
requires the remuneration committee (or, in its
absence, the Board) to review, manage and
disclose the policy (if any) under which
participants to an equity-based remuneration
plan (Plan) may be permitted (at the discretion
of the Company) to enter into transactions
(whether through the use of derivatives or

17 | P a g e

CORPORATE GOVERNANCE STATEMENT 2021

ASX RECOMMENDATION COMPANY’S COMMENT (b) Disclose that policy or a summary of it. otherwise) which limit the economic risk of participating in the Plan.

18 | P a g e

Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Black Cat Syndicate Limited

ABN/ARBN
63 620 896 282		 Financial year ended:
63 620 896 282 30 June 2021

Our corporate governance statement[1] for the period above can be found at:[2]

☐ These pages of our
annual report:
☒ This URL on our
website:		 https://www.blackcatsyndicate.com.au/corporate-
governance/corporate-governance-statement/

The Corporate Governance Statement is accurate and up to date as at 30 June 2021 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.[3]

Date: 22 October 2021

Name of authorised officer Dan Travers (Company Secretary) 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 fullfor 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://www.blackcatsyndicate.com.au/corporate-
governance/corporate-governance-plan/		 ☐
set out in our Corporate Governance Statement
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 Statement
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 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.		 ☒ ☐
set out in our Corporate Governance Statement

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 fullfor 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://www.blackcatsyndicate.com.au/corporate-
governance/corporate-governance-plan/
and we have disclosed the information referred to in paragraph (c) in
our Corporate Governance Statement at:
https://www.blackcatsyndicate.com.au/corporate-
governance/corporate-governance-statement/		 ☐
set out 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 for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.		 ☐
and we have disclosed the evaluation process referred to in
paragraph (a) at: https://www.blackcatsyndicate.com.au/corporate-
governance/corporate-governance-plan/
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process at:
https://www.blackcatsyndicate.com.au/corporate-
governance/corporate-governance-statement/		 ☒
set out in our Corporate Governance Statement

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 fullfor 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) at: https://www.blackcatsyndicate.com.au/corporate-
governance/corporate-governance-plan/
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process at:
https://www.blackcatsyndicate.com.au/corporate-
governance/corporate-governance-statement/		 ☒
set out in our Corporate Governance Statement

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 fullfor 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 the fact that we do not have a nomination
committee and the processes we employ to address board
succession issues and to ensure that the board has the appropriate
balance of skills, knowledge, experience, independence and
diversity to enable it to discharge its duties and responsibilities
effectively at: https://www.blackcatsyndicate.com.au/corporate-
governance/corporate-governance-statement/
The Company has adopted a committee charter which can be found
at: https://www.blackcatsyndicate.com.au/corporate-
governance/corporate-governance-plan/		 ☒
set out in our Corporate Governance Statement
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.		 ☐ ☒
set out in our Corporate Governance Statement
2.3 A listed entity should disclose:
(a)
the names of the directors considered by the board to be
independent directors;
(b)
if a director has an interest, position, affiliation or
relationship of the type described in Box 2.3 but the board
is of the opinion that it does not compromise the
independence of the director, the nature of the interest,
position or relationship in question and an explanation of
why the board is of that opinion; and
(c)
the length of service of each director.		 ☒
and we have disclosed the names of the directors considered by the
board to be independent directors at:
https://www.blackcatsyndicate.com.au/corporate-
governance/corporate-governance-statement/
and the length of service of each director at:
https://www.blackcatsyndicate.com.au/corporate-
governance/corporate-governance-statement/		 ☐
set out in our Corporate Governance Statement
2.4 A majority of the board of a listed entity should be independent
directors.		 ☐ ☒
set out in our Corporate Governance 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 fullfor 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
2.5 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 Statement
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 Statement
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1 A listed entity should articulate and disclose its values. ☒
and we have disclosed our values at:
https://www.blackcatsyndicate.com.au/corporate-
governance/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://www.blackcatsyndicate.com.au/corporate-
governance/corporate-governance-plan/		 ☐
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://www.blackcatsyndicate.com.au/corporate-
governance/corporate-governance-plan/		 ☐
set out in our Corporate Governance Statement
3.4 A listed entity should:
(a)
have and disclose an anti-bribery and corruption policy;
and
(b)
ensure that the board or committee of the board is
informed of any material breaches of that policy.		 ☒
and we have disclosed our anti-bribery and corruption policy at:
https://www.blackcatsyndicate.com.au/corporate-
governance/corporate-governance-plan/		 ☐
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 fullfor 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 the fact that we do not have an audit
committee and the processes we employ 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 at:
https://www.blackcatsyndicate.com.au/corporate-
governance/corporate-governance-statement/
The Company has adopted a committee charter which can be found
at: https://www.blackcatsyndicate.com.au/corporate-
governance/corporate-governance-plan/		 ☒
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 fullfor 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://www.blackcatsyndicate.com.au/corporate-
governance/corporate-governance-plan/		 ☐
set out in our Corporate Governance Statement
5.2 A listed entity should ensure that its board receives copies of all
material market announcements promptly after they have been
made.		 ☒ ☐
set out in our Corporate Governance Statement
5.3 A listed entity that gives a new and substantive investor or
analyst presentation should release a copy of the presentation
materials on the ASX Market Announcements Platform ahead
of the presentation.		 ☒ ☐
set out in our Corporate Governance Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about itself and its
governance to investors via its website.		 ☒
and we have disclosed information about us and our governance on
our website at:
https://www.blackcatsyndicate.com.au and
https://www.blackcatsyndicate.com.au/corporate-
governance/corporate-governance-plan/		 ☐
set out in our Corporate Governance Statement
6.2 A listed entity should have an investor relations program that
facilitates effective two-way communication with investors.		 ☒ ☐
set out in our Corporate Governance Statement
6.3 A listed entity should disclose how it facilitates and encourages
participation at meetings of security holders.		 ☒
and we have disclosed how we facilitate and encourage participation
at meetings of security holders at:
https://www.blackcatsyndicate.com.au/corporate-
governance/corporate-governance-statement/		 ☐
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 fullfor 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 the fact that we do not have a risk committee
and the processes we employ to oversee and manage the
Company’s risk management framework effectively at:
https://www.blackcatsyndicate.com.au/corporate-
governance/corporate-governance-statement/
The Company has adopted a committee charter which can be found
at: https://www.blackcatsyndicate.com.au/corporate-
governance/corporate-governance-plan/		 ☒
set out in our Corporate Governance Statement
7.2 The board or a committee of the board should:
(a)
review the entity’s risk management framework at least
annually to satisfy itself that it continues to be sound and
that the entity is operating with due regard to the risk
appetite set by the board; and
(b)
disclose, in relation to each reporting period, whether
such a review has taken place.		 ☐
and we have disclosed whether a review of the entity’s risk
management framework was undertaken during the reporting period
at: https://www.blackcatsyndicate.com.au/corporate-
governance/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 fullfor 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 at:
https://www.blackcatsyndicate.com.au/corporate-
governance/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 at:
https://www.blackcatsyndicate.com.au/corporate-
governance/corporate-governance-statement/		 ☐
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 fullfor 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 the fact that we do not have a remuneration
committee and the processes we employ for setting the level and
composition of remuneration for directors and senior executives and
ensuring that such remuneration is appropriate and not excessive at:
https://www.blackcatsyndicate.com.au/corporate-
governance/corporate-governance-statement/
The Company has adopted a committee charter which can be found
at: https://www.blackcatsyndicate.com.au/corporate-
governance/corporate-governance-plan/		 ☒
set out in our Corporate Governance Statement
8.2 A listed entity should separately disclose its policies and
practices regarding the remuneration of non-executive directors
and the remuneration of executive directors and other senior
executives.		 ☒
and we have disclosed separately our remuneration policies and
practices regarding the remuneration of non-executive directors and
the remuneration of executive directors and other senior executives
at: https://www.blackcatsyndicate.com.au/corporate-
governance/corporate-governance-statement/ and in the
remuneration report included in the Company’s annual reports at:
https://www.blackcatsyndicate.com.au/investors/reports/		 ☐
set out in our Corporate Governance Statement
8.3 A listed entity which has an equity-based remuneration scheme
should:
(a)
have a policy on whether participants are permitted to
enter into transactions (whether through the use of
derivatives or otherwise) which limit the economic risk of
participating in the scheme; and
(b)
disclose that policy or a summary of it.		 ☒
and we have disclosed our policy on this issue or a summary of it at:
https://www.blackcatsyndicate.com.au/corporate-
governance/corporate-governance-plan/		 ☐
set out in our Corporate Governance Statement

Page 11

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

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

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in fullfor 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.		 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.		 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.		 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.		 Not applicable
- 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.		 Not applicable

Page 12

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

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