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CAPRAL LIMITED Governance Information 2021

Mar 25, 2021

64599_rns_2021-03-25_640ceb87-44bd-4195-949c-1568a021208c.pdf

Governance Information

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CAPRAL LIMITED ABN 78 004 213 692

Corporate Governance Statement

The Board is responsible for the overall corporate governance of Capral Limited (ABN 78 004 213 692) and its subsidiaries (referred to in this statement as Capral ), including setting Capral's strategic direction, policies and practices, establishing goals for management and monitoring the achievement of those goals.

Capral is committed to implementing the highest possible standards of corporate governance and ensures wherever possible, that its practices are consistent with the Australian Securities Exchange ( ASX ) Corporate Governance Council’s Principles and Recommendations ( Recommendations ). This statement outlines the ways in which Capral has met or departed from the Fourth Edition of the Recommendations for the period ended 31 December 2020. This Statement has been approved by Capral’s Board of Directors.

Corporate Governance Statement Corporate Governance Statement Corporate Governance Statement Corporate Governance Statement
The Board is responsible for the overall corporate governance of Capral Limited (ABN 78 004 213 692)
and its subsidiaries (referred to in this statement asCapral), including setting Capral's strategic direction,
policies and practices, establishing goals for management and monitoring the achievement of those goals.
Capral is committed to implementing the highest possible standards of corporate governance and ensures
wherever possible, that its practices are consistent with the Australian Securities Exchange (ASX)
Corporate Governance Council’s Principles and Recommendations(Recommendations). This statement
outlines the ways in which Capral has met or departed from the Fourth Edition of the Recommendations
for the period ended 31 December 2020. This Statement has been approved by Capral’s Board of
Directors.
Governance Recommendation
1.
1.1
(a)
(b)
(c)
(d)
(e)
Lay Solid Foundations for Management and Oversight
Board and Management Roles
The Board’s key responsibility is the creation, enhancement and protection
of long-term shareholder value within an appropriate risk framework. The
Board has adopted a formal charter that sets out the responsibilities of the
Board and Management and is available on Capral's website at
https://www.capral.com.au/about-capral/general-information/corporate-
governance/ . The Charter is reviewed and amended from time to time, the
last review occurred in August 2019.
Management's role is to manage Capral in accordance with the direction
and delegations of the Board and it is the Board's responsibility to oversee
the activities of management in carrying out these delegated duties.
Each member of the Board is committed to spending sufficient time to
enable them to carry out their duties as a director of Capral and accordingly,
any director candidate is required to confirm that they have sufficient time
to devote to their Board position prior to appointment.
Non-executive directors receive formal letters of appointment setting out the
key terms, conditions and expectations of their appointment.
Capral undertakes appropriate checks before each director appointment.
1.1
1.1
1.2
1.3
1.2
1.2
(a)
(b)
(c)
Evaluation of senior executives
The Managing Director and other senior executives are provided with a
formal job description and executive contract or letter of appointment
describing to whom they report, their position, duties, responsibilities and
termination circumstances and entitlements. Details of Capral’s executive
management
are
available
on
Capral's
website
at
https://www.capral.com.au/about-capral/general-information/executive-
team/.
Senior executives are subject to a formal performance planning and review
process on at least an annual basis, with performance being measured
against qualitative and quantitative key performance indicators linked to
applicable short term and long-term incentive components of each senior
executive's remuneration package. The last annual review process
occurred in February 2021.
The senior executives are appraised of Capral's financial position, its
strategies, operations and risk management framework and of the
respective roles of the Board and Management.
1.3, 6.1
1.7
1.1

Document Name: Corporate Governance Statement Page No.: 1 - 11

Board of Directors March 2021

Authorised: Date:

CAPRAL LIMITED ABN 78 004 213 692

1.3 Company Secretary
The Company Secretary is appointed by the Board and reports to the
Managing Director. The Company Secretary is also responsible to the
Board through the Chairman on all matters concerned with governance
matters and the proper functioning of the Board and its Committees. Details
of the Company Secretary are set out in Capral’s Annual Report.
1.4
2.
2.1
(a)
(b)
Structure the Board to be Effective and Add Value
The Directors
As at the date of this statement, the Board consists of 5 directors: the non-
executive Chairman, the Managing Director and 3 other non-executive
directors.
Details of the directors, their term of office and their qualifications, skills and
experience are detailed on Capral's website at
https://www.capral.com.au/about-capral/general-information/directors/
2.3
2.2, 2.3, 6.1
2.2
(a)
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
(b)
Independence of Directors
The Board considers independent decision-making to be critical to effective
governance. Independent directors are those who have the ability to
exercise their duties unfettered by any interest, position, association or
relationship that might influence or reasonably be perceived to influence in
a material respect his or her capacity to bring an independent judgment to
bear on issues before the board and to act in the best interests of the
company and its security holders generally. The factors taken into account
by the Board when assessing and determining the independence of a non-
executive director of Capral include:
(1) The approach and attitude of the non-executive director; and
(2) The following examples in the Recommendations of interests, positions,
associations and relationships that might cause doubts about the
independence of a director:
is a substantial shareholder of Capral or an officer of, or otherwise
associated directly with a substantial shareholder of, Capral;
is, or has previously been, within the last 3 years, employed in an executive
capacity by Capral or another group member, and there has not been a
period of at least 3 years between ceasing such employment and serving
on the board;
is, and has been, within the last 3 years, a principal or employee of a
provider of material professional services to Capral or another group
member;
is a material supplier or customer of Capral or other group member, or an
officer of or otherwise associated, directly or indirectly, with a material
supplier or customer;
has a material contractual relationship with Capral or another group member
other than as a director of Capral;
has close family ties with any person who falls within the categories
described above;
has been a director of Capral for such a period that independence may have
been compromised.
A majority of the Board, four of the five Board members, are considered by
the Board to be independent. The Directors considered by the Board to be
independent during 2020 were Mr Wood-Ward, Mr Pettigrew, Mr Jobe and
Ms Ostin.
2.3
2.3
2.3, 2.4

Document Name: Corporate Governance Statement Page No.: 2 - 11

Board of Directors

Authorised: Date:

March 2021

CAPRAL LIMITED ABN 78 004 213 692

Mr Blair, resigned from the Board on 17 June 2020 and Ms Ostin was
appointed on the same date. The Board took into account Mr Blair’s more
than 10-year tenure on the Board and considered the nature of Mr Blair’s
relationship with management in arriving at its decision that it was
appropriate to characterise Mr Blair as independent during his tenure. All
current directors bring independent judgement to bear in Board
deliberations and meetings of the independent directors are held as
required.
2.3 Chair of the Board
The Chairman, Mr Wood-Ward, is an independent non-executive director
and there is a clear division of responsibility between the Chairman and the
Managing Director.
2.5
2.4
(a)
(b)
Appointment of Directors
The composition of the Board is balanced, with directors possessing a
broad range of skills, experience, expertise, diversity, qualifications and
contacts relevant to Capral's business. The Board (through the
Remuneration & Nomination Committee) considers the range of expertise
of its members and the operational and technical expertise required to
ensure Board effectiveness on an annual basis and as and when necessary
during the course of the year. The Board recognises that it must be able to
consider current and emerging business issues and challenge the
performance of management. Further details of the procedure for the
selection and appointment of new directors is set out in the Remuneration
& Nomination Committee and Board Charters which are available on
Capral's
website
at
https://www.capral.com.au/about-capral/general-
information/corporate-governance/.
The Remuneration & Nomination Committee last reviewed the Board Skills
Matrix during November 2020 having regard to its current composition and
succession for various competencies and experience and summarised
below are the key skills and experience collectively contributed to by the
Board. The Board is satisfied that its collective skills and experience are
appropriate for Capral’s current circumstances:
No. of directors with that
skill/experience
Skill/experience
5
General Management
Finance/Accounting
Marketing / Sales
HR/Industrial Relations
IT Systems
Manufacturing
Strategic Planning
Project Management
Mergers / Acquisitions
Investor Relations
Organizational Culture/ Structure
Regulatory Environment
Remuneration Committee
OH&S
4
Logistics, Warehousing, Distribution
Legal
Building Industry Networking (Australia)
Other Listed Company Director Experience
Audit & Risk Committees
Professional / university Degree
2.2
2.2

Document Name: Corporate Governance Statement Page No.: 3 - 11

Board of Directors March 2021

Authorised: Date:

CAPRAL LIMITED ABN 78 004 213 692

(c)
(1)
(2)
(d)
3
Industry Relationships
Director Education
2
Disaster recovery
With the exception of the Managing Director:

directors appointed by the Board are required by Capral's constitution
to submit themselves for re-election by shareholders at the Annual
General Meeting following their appointment; and

no director will hold office for a continuous period in excess of 3 years
or past the third Annual General Meeting following the director's
appointment, whichever is the longer, without submitting for re-election.
Refer to Capral’s Notices of Annual General Meeting (available on Capral's
website at https://www.capral.com.au/about-capral/for-investors/,) in this
regard.
The Notice of Annual General Meeting includes information relevant to
shareholders to vote on a director’s election or re-election as well as a
recommendation from the rest of the Board.
2.1
1.2
2.5
(a)
(b)
(c)
(d)
Remuneration & Nomination Committee
The Board has established a Remuneration & Nomination Committee that
is primarily responsible for determining remuneration and monitoring and
reviewing the performance of the Board, Board Committees, individual
directors and senior management. The Committee is responsible for
assessing the necessary desirable competencies of Board members,
reviewing Board succession plans and providing recommendations for the
appointment and removal of directors. Recommendations of the Committee
are given to the Board for their consideration and approval.
The Committee Charter is reviewed regularly (last reviewed and approved
in
August
2018)
and
is
available
on
Capral's
website
at
https://www.capral.com.au/about-capral/general-information/corporate-
governance/.
Given the number of directors, the Committee comprises all of the
independent, non-executive directors. It consists of 4 members. The
Committee is chaired by Mr Pettigrew.
Details of Committee members, their Committee meeting attendance and
their qualifications are set out in the 2020 Annual Report available on
Capral's
website
at
https://www.capral.com.au/about-capral/general-
information/annual-reports/.
2.1, 8.1
2.1, 8.1
2.1, 8.1
2.1, 8.1
2.6
(a)
Induction and Access to Information
Newly appointed non-executive directors will be given sufficient knowledge,
via an induction program, to ensure that they have a sound working
understanding of Capral and the aluminium industry. This includes meetings
with key executives, tour of key operating site(s) (to the extent practicable),
the provision of an induction package containing key corporate information
and management presentations. In order to achieve continuing
improvement in Board performance, directors are encouraged to undergo
continual professional development. Directors receive briefings and
information from time to time on relevant developments, including to
accounting standards, legal and governance.
2.6

Document Name: Corporate Governance Statement Page No.: 4 - 11

Authorised: Board of Directors Date: March 2021

CAPRAL LIMITED ABN 78 004 213 692

(b)
(c)
The directors have access to relevant information needed to fulfil their
responsibilities. Directors may meet with, or independent of, management
at any time to discuss any areas of interest or concern. Each director is
entitled to seek independent professional advice to assist them to carry out
their responsibilities, at Capral's expense, after approval of the Chairman is
obtained. Where appropriate, a copy of this advice is to be made available
to other members of the Board.
The Board participates in an annual performance evaluation, with the
outcomes addressed, as appropriate. The last evaluation was concluded in
January 2021. The Board performance evaluation process was conducted
by way of a questionnaire appropriate in scope and content to effectively
review the performance of the Board and each of its Committees and the
individual performance of the Chairman and each Director, including the
Board composition, meeting conduct, interaction between the Board and
management, processes to monitor business performance, compliance and
risk.
2.6
1.6
3.
(a)
(b)
3.2
(a)
(b)
(c)
Instil a Culture of Acting Lawfully, Ethically and Responsibly.
Articulate and disclose the Company’s Values.
The Board acknowledges the need for, and continued maintenance of, the
highest standard of ethics, and seeks to ensure that all directors, senior
management and employees of Capral act honestly, transparently,
diligently and with integrity.
The Company’s has developed its Vision and Values which are contained
within the Company’s Code of Conduct.
Code of Conduct
Capral has implemented a Code of Conduct which has been designed to
assist employees make the right decisions and remain true to Capral’s
values. The Code of Conduct is intended to promote ethical and responsible
decision-making in all stakeholder relationships in order to maintain
confidence in Capral's integrity. The Board, senior management and other
employees of Capral are committed to implementing this Code of Conduct
and each individual is accountable for such compliance.
The Code of Conduct was last reviewed in October 2020 and is available
on Capral's intranet and website athttps://www.capral.com.au/about-
capral/general-information/corporate-governance/.
Any notable breaches of the Code of Conduct are reported to the Managing
Director, and as such the Board would be advised of material breaches.
The Code of Conduct has been amended to include all material matters
being reported to the Board from March 2021.
Whistleblower Policy
Capral has a Whistleblower Policy which sets out the process to be followed
should an individual wish to lodge a whistleblower report as well as the
process Capral will follow on receipt of a whistleblower report. The Policy is
intended to provide encouragement to employees to speak up about
wrongdoing without fear of retribution or detriment.
3.1

3.2
3.3

Corporate Governance Statement 5 - 11

Board of Directors March 2021

Document Name: Page No.:

Authorised: Date:

CAPRAL LIMITED ABN 78 004 213 692

(d)
(e)
(f)
(g)
(h)
This Policy was last reviewed in August 2019 and is available on Capral's
intranet and website athttps://www.capral.com.au/about-capral/general-
information/corporate-governance/.
Any material incidents reported under the Whistle Blower Policy are
reported to the Audit and Risk Committee and the Board.
Anti-Bribery and Corruption (ABC) Policy
Capral has established an Anti-Bribery and Corruption Policy.
Capral has zero tolerance for any form of bribery and corruption. This
includes a ban on facilitation payments. Capral is committed to
preventing, detecting and deterring bribery and corruption by managing its
bribery and corruption risk and complying with relevant ABC legislation in
all jurisdictions in which it operates, not simply because it is required to,
but because it is the right thing to do.
Under the ABC Policy, Capral expects that its officers, employees, agents,
contractors, subsidiaries and third parties acting for or on behalf of Capral
will comply with all applicable ABC laws and will not offer, provide,
authorise, request or receive a bribe or anything which may be viewed as
a bribe.
The ABC Policy was implemented in March 2021 and is available on
Capral's
intranet
and
website
at
https://www.capral.com.au/about-
capral/general-information/corporate-governance/.
Any material breaches reported under the ABC Policy will be reported to the
Audit and Risk Committee and the Board.
3.2 & 3.3
3.4
3.2
(a)
(b)
(c)
(d)
Diversity
Capral has a Diversity Policy and an Equal Employment Opportunity Policy,
a
copy
of
which
is
available
on
Capral's
website
at
https://www.capral.com.au/about-capral/general-information/corporate-
governance/. Capral respects the benefits arising from workplace diversity
to broaden perspective, improve performance and increase shareholder
value. Capral aims to promote an environment conducive to the
appointment of diverse well qualified employees, senior managers and
directors to maximise the achievement of Capral’s corporate goals.
Capral has recruited women in non-traditional roles in its operations and
ensures that its employees have access to flexible work arrangements
(including part-time and job sharing) where appropriate.
Capral submitted a workplace program report for the period 1 April 2019 to
31 March 2020, and achieved compliance with the_Workplace Gender_
_Equality Act_2012. The report is available through the WGEA website.
Around 15% of Capral's workforce are women and around 15% of senior
management positions (2 down from the Managing Director) are held by
women. Capral has set measurable objective The Board adopted a target
of 20% female representation on the Board during FY 20 and achieved
this measurable objective with the appointment of Kathy Ostin. Capral has
set measurable diversity objectives for the Board of 33%, senior female
managers of 18% and for the overall organisation at 16% by 2023.
.
1.5
1.5
1.5
1.5

Document Name: Corporate Governance Statement Page No.: 6 - 11

Board of Directors March 2021

Authorised: Date:

CAPRAL LIMITED ABN 78 004 213 692

4.
4.1
(a)
(b)
Safeguard the Integrity of Corporate Reports
Establishment of Audit & Risk Committee
The Board has established an Audit and Risk Committee that is primarily
responsible for determining, monitoring and reviewing the reliability and
integrity of Capral's financial information for inclusion in its financial
statements;
the
effectiveness
of
internal
financial
controls;
the
independence, objectivity and competency of the external auditors; and
Capral’s policies on risk oversight and management.
The Audit and Risk Committee meets at least twice a year.
4.1
4.1
4.2
(a)
(b)
(c)
(d)
Structure
Given the number of directors, the Committee comprises all of the
independent, non-executive directors. The Committee is chaired by Ms
Ostin.
Details of Committee members, their Committee meeting attendance and
their qualifications and financial expertise are set out in the 2020 Annual
Report available on Capral's website at https://www.capral.com.au/about-
capral/general-information/corporate-governance/.
It includes members who are all financially literate, and members with
relevant financial experience and/or relevant industry experience.
The
Committee's
Charter
is
available
on
Capral's
website
at
https://www.capral.com.au/about-capral/general-information/corporate-
governance/.
The Charter is reviewed regularly; last reviewed in August 2018. This
Charter is currently under review.
The external auditor and management attend meetings of the Audit and
Risk Committee by invitation.
4.1
4.1
4.1
4.1
4.3 External auditor
The Audit and Risk Committee is responsible for reviewing the nomination,
performance and independence of the external auditors. The external
auditor must be able to demonstrate complete independence from Capral
and an ability to maintain independence throughout their engagement in that
role. The external auditor must have arrangements in place for the rotation
of the audit engagement partner on a regular basis. The Audit Partner will
rotate during 2021.
At the time of the half-year review and full-year audit of Capral's financial
statements, the external auditor formally presents to the Audit and Risk
Committee a declaration confirming their independence.
4.1
4.4 Verification of periodic corporate reports
For periodic corporate reports released to the market which are not
required to be audited or reviewed by the external auditor, Capral has an
internal verification and approval process to support the integrity of the
information that is being disclosed. The specific process for each periodic
corporate report will vary depending on the particular release but may
generally involve:
i.
the individuals with responsibility for the information confirming to
the best of their knowledge and belief that the information is
considered to be accurate and not misleading;
4.3

Corporate Governance Statement 7 - 11

Authorised: Board of Directors Date: March 2021

Document Name: Page No.:

CAPRAL LIMITED ABN 78 004 213 692

ii.
the review of the report or document by relevant internal subject
matter experts (and in some cases Capral’s external advisers);
iii.
the review by and confirmation from the individual responsible for
the corporate report that it is appropriate for release; and
iv.
Periodic corporate reports released to the market may also,
depending upon the report, be required to be approved by the
Board under Capral’s Continuous Disclosure Policy.
5.
5.1
Make Timely and Balanced Disclosure
Capral has an established process to ensure that it complies with its
continuous disclosure obligations pursuant to ASX Listing Rule 3.1. This
process is reflected in Capral's Continuous Disclosure Policy. This Policy
was last reviewed and approved in August 2018 and a copy of it is available
on Capral's website athttps://www.capral.com.au/about-capral/general-
information/corporate-governance/.
This process includes a bi-annual confirmation by senior management that
the area(s) for which they are responsible has complied with the Policy.
5.1
5.2 The Company Secretary or their delegate is authorised to give any
documents to the ASX once they have been approved pursuant to Capral's
Continuous Disclosure Policy or by the Board. A copy of announcements on
material issues will also be provided to the Board promptly after release to
the ASX, unless previously provided.
5.2
5.3 Before Capral gives a new and substantive investor or analyst
presentation, a copy of that presentation is released to the market. Once
relevant information is disclosed to the market and available to investors, it
may also be published on Capral’s website. This includes but is not limited
to investor discussion packs, presentations on, and explanations about,
our financial results.
Capral’s website information could also include Annual Reports, results
announcements, speeches and support material given at investor
conferences or presentations, notices of meetings and key media
releases.
5.3
6.
6.1
Respect the Rights of Security Holders
Capral has a Shareholder Communications Policy that promotes effective
communication with shareholders, including beneficial holders, and outlines
Capral’s investor relations activities, a copy of which is available on Capral's
website
at
https://www.capral.com.au/about-capral/general-
information/corporate-governance/.
This Policy was last reviewed and approved in August 2019.
6.1, 6.2, 6.3
6.2 Shareholders can access information about Capral and its governance,
share price, ASX announcements (including media releases and materials
presented at significant investor briefings), Constitution, Charters and
governance materials, via Capral's website,www.capral.com.au(under
Who is Capral Aluminium?).
6.1, 6.5
6.3 The Annual Report, half-year report and the Annual General Meeting are all
important
communication
forums.
Capral
invites
questions
from
shareholders, and these are answered within the confines of information
that is already in the public domain and is not market sensitive.
Shareholders can access these documents via Capral's website,
www.capral.com.au(under Who is Capral Aluminium?). A key events
calendar
is
published
on
Capral's
website
at
https://www.capral.com.au/about-capral/for-investors/.
6.1, 6.3, 6.5

Corporate Governance Statement 8 - 11

Authorised: Board of Directors Date: March 2021

Document Name: Page No.:

CAPRAL LIMITED ABN 78 004 213 692

6.4 Capral makes available on its website a telephone number and email
address
for
shareholders
to
make
enquiries,
found
at
https://www.capral.com.au/about-capral/for-investors/.
Shareholders may also elect to receive electronic communications from
Capral and its share register and may subscribe via Capral’s website to
receive email alerts regarding Capral announcements.
6.1, 6.5
6.5 Capral keeps a summary record for internal use of the issues discussed at
investor/ analyst briefings.
6.2
6.6 Capral will conduct all substantive resolutions considered at General
Meetings of shareholders by poll.
6.4
7.
7.1
(a)
(b)
Recognise and Manage Risk
Risk Management Policies
The Board recognises that there are strategic, operational and financial
risks in Capral's business and has established a sound system of risk
oversight and management and internal control to identify, assess, monitor
and manage risk.
Capral does not have a separate risk committee; this function is performed
by the Board’s Audit and Risk Committee. Capral’s Audit and Risk
Committee Charters outline specific responsibilities regarding risk. Capral
also has a Board approved Risk Management Policy that assists Capral in
identifying and managing risk in accordance with best practice. The
Charters and Risk Management Policy are published on Capral’s website,
https://www.capral.com.au/about-capral/general-information/corporate-
governance/.The Risk Management Policy was last reviewed and approved
in August 2019.
7.1
7.1, 7.2
7.2
(a)
(b)
(c)
(d)
Risk Reporting
Management is responsible for designing and implementing the risk
management framework. Management identifies and reviews the key risks
impacting each area of the business and develops strategies to effectively
mitigate these risks. Management reports to the Board and Audit and Risk
Committee on the effectiveness of Capral's management of its material
business risks.
The Audit and Risk Committee is responsible for risk oversight, risk
management and internal control. Details of the Committee members, their
Committee meeting attendance and Charter are outlined in section 4 above.
The Audit and Risk Committee completes a review of the risk management
framework, at least on a bi-annual basis and this occurred during 2020.
Given Capral’s size, there is currently no designated Internal Audit resource.
The function, which is undertaken by senior management, assists with
regard to business risk management, and provides regular reports to the
Audit and Risk Committee. Capral’s Risk Management Policy discloses the
processes employed for evaluating and improving the effectiveness of risk
management and internal control.
Details of the key risks that may adversely affect Capral’s future prospects
are contained in the Managing Director’s Operations and Financial Review
section within Capral’s Annual Report published on Capral's website at
https://www.capral.com.au/about-capral/general-information/annual-
reports/.
7.1
7.1, 7.2
7.3
7.1

Document Name: Corporate Governance Statement Page No.: 9 - 11

Board of Directors March 2021

Authorised: Date:

CAPRAL LIMITED ABN 78 004 213 692

7.3
(a)
(b)
(c)
Sustainability
The Board and its Committees and management seek to manage and
respond to Capral’s operating environment, including any exposure to
economic, environmental and social sustainability risks.
Capral’s Sustainability Report and the Managing Director’s Operations and
Financial Review, which are contained within Capral’s Annual Report detail
how Capral manages these risks.
The
Annual
Report
is
published
on
Capral's
website
at
https://www.capral.com.au/about-capral/general-information/annual-
reports/.
7.4
7.4
7.4
7.4
(a)
(b)
Managing Director and Chief Financial Officer Declaration
Before the Board approves the half and full-year results, the Managing
Director and Chief Financial Officer declare to the Board 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 their opinion has been formed based on a sound system of risk
management and internal control which is operating effectively.
4.2
8.
8.1
Remunerate Fairly and Responsibly
The Board has established a Remuneration & Nomination Committee to
establish and review remuneration levels for the Managing Director and
executive team members and incentive policies for all employees. Details
of the Committee members, their Committee meeting attendance and
Charter are outlined in section 2.5 above. As described in section 2.5 above,
the Remuneration & Nomination Committee operates in accordance with its
Charter and reviews executive remuneration and performance related
matters, with reference to Capral's performance, executive performance,
comparable available benchmarking information and independent advice,
as appropriate.
8.1
8.2 The remuneration policies and practices of Capral are designed to
remunerate fairly and responsibly, to attract qualified and experienced
candidates and to retain and motivate senior management and employees.
Details of Capral’s remuneration policies and practices are set out in the
Remuneration Report that is published in Capral’s Annual Report found on
Capral's
website
at
https://www.capral.com.au/about-capral/general-
information/annual-reports/.
8.2
8.3 The award of bonuses and other incentives are reviewed at least annually
by the Committee and recommendations are put to the Board for its
approval. Bonuses and incentives are linked to performance criteria. The
Board can exercise its discretion in relation to approving bonuses and
incentives but, changes are justified by reference to measurable
performance criteria.
8.2
8.4
(a)
(b)
Remuneration for senior management is divided into three parts:
a fixed remuneration which is made up of base salary plus superannuation;
short term incentives directly earned upon the successful achievement of
specific financial and non-financial measures. Incentives are based on
performance criteria which are set and reviewed by the Committee at least
annually; and
8.2

Document Name: Corporate Governance Statement Page No.: 10 - 11

Authorised: Board of Directors Date: March 2021

CAPRAL LIMITED ABN 78 004 213 692

(c) long term incentives for selected senior managers, that vest upon the
successful achievement of performance conditions which are determined
by the Committee.
8.5 Details of the key management personnel’s employment contracts are set
out in the Remuneration Report that is published in Capral’s Annual Report
which
can
be
found
on
Capral's
website
at
https://www.capral.com.au/about-capral/general-information/annual-
reports/.
8.2
8.6 Non-executive directors are entitled to receive fees (from a pool of funds,
the limit of which is approved by shareholders in general meeting). There is
no performance-based remuneration for non-executive directors. There are
no schemes for retirement benefits, other than statutory superannuation, for
non-executive directors.
8.2
8.7 Under Capral’s Securities Trading Policy, Capral’s personnel are not
permitted to enter into transactions with securities (or derivatives thereof)
which limit the economic risk of unvested entitlements awarded under a
Capral equity-based remuneration scheme. This Policy was last reviewed
in
August
2019
and
is
published
on
Capral's
website
at
https://www.capral.com.au/about-capral/general-information/corporate-
governance/.
8.3
The Corporate Governance Statement and related governance materials are available on Capral's website
at https://www.capral.com.au/about-capral/general-information/corporate-governance/.

Corporate Governance Statement

Board of Directors March 2021

Document Name: Page No.: 11 - 11

Authorised: Date: