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COMPUTERSHARE LIMITED. Governance Information 2020

Sep 22, 2020

64696_rns_2020-09-22_3c5fe26b-40cb-41e6-baac-efebc012465c.pdf

Governance Information

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Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Computershare Limited

ABN/ARBN ABN/ARBN Financialyear ended
71 005 485 825 30 June 2020

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

×these pages of our annual report: 27 to 39 (inclusive)  this URL on our website:

The Corporate Governance Statement is accurate and up to date as at 23 September 2020 and has been approved by the board.

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

23 September 2020 Date here: ____ Sign here: ____ ~~Director~~ /company secretary

Dominic Horsley Print name: _______

1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of rule 4.10.3.

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

3 Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity’s corporate governance statement can be found.

1

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed …
1.1 A listed entity should disclose:
(a) the respective roles and responsibilities of its board
and management; and
(b) those matters expressly reserved to the board and
those delegated to management.		 … the fact that we follow this recommendation:
×in our Corporate Governance StatementOR
 at this location:
_________
Insert location here
… and information about the respective roles and responsibilities of our board and management (including
those matters expressly reserved to the board and those delegated to management):
×at this location:
Board Charter which is located at
http://www.computershare.com/governance
1.2 A listed entity should:
(a) undertake appropriate checks before appointing a
person, or putting forward to security holders a
candidate for election, as a director; and
(b) provide security holders with all material
information in its possession relevant to a decision
on whether or not to elect or re-elect a director.		 … the fact that we follow this recommendation:
×in our Corporate Governance StatementOR
 at this location:
Note: information relevant to a decision on whether or not to elect or re-elect a director is contained in
the relevant notice of annual general meeting.
1.3 A listed entity should have a written agreement with
each director and senior executive setting out the
terms of their appointment.		 … the fact that we follow this recommendation:
×in our Corporate Governance StatementOR
 at this location:
_________
Insert location here
1.4 The company secretary of a listed entity should be
accountable directly to the board, through the chair,
on all matters to do with the proper functioning of the
board.		 … the fact that we follow this recommendation:
×in our Corporate Governance StatementOR
 at this location:
_________
Insert location here

2

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed …
1.5 A listed entity should:
(a) have a diversity policy which includes requirements
for the board or a relevant committee of the board
to set measurable objectives for achieving gender
diversity and to assess annually both the objectives
and the entity’s progress in achieving them;
(b) disclose that policy or a summary of it; and
(c) disclose as at the end of each reporting period the
measurable
objectives
for
achieving
gender
diversity set by the board or a relevant committee
of the board in accordance with the entity’s
diversity policy and its progress towards achieving
them and either:
(1) the respective proportions of men and women
on the board, in senior executive positions and
across the whole organisation (including how
the entity has defined “senior executive” for
these purposes); or
(2) if the entity is a “relevant employer” under the
Workplace Gender Equality Act, the entity’s
most recent “Gender Equality Indicators”, as
defined in and published under that Act.		 … the fact that we have a diversity policy that complies with paragraph (a):
×in our Corporate Governance StatementOR
 at this location:
______
Insert location here_
… and a copy of our diversity policy or a summary of it:
×at this location:
Diversity policy is available at
http://www.computershare.com/governance
… the measurable objectives for achieving gender diversity set by the board or a relevant committee of the
board in accordance with our diversity policy and our progress towards achieving them:
×in our Corporate Governance StatementOR
 at this location:
______
_Insert location here
… and the information referred to in paragraphs (c)(1) or (2):
×in our Corporate Governance Statement~~OR~~AND
×at this location:
The Computershare Workplace Gender Equality Report 2020 is available at:
http://www.computershare.com/governance

3

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed …
1.6 A listed entity should:
(a) have and disclose a process for periodically
evaluating the performance of the board, its
committees and individual directors; and
(b) disclose, in relation to each reporting period,
whether a performance evaluation was undertaken
in the reporting period in accordance with that
process.		 … the evaluation process referred to in paragraph (a):
×in our Corporate Governance StatementOR
 at this location:
______
Insert location here_
… and the information referred to in paragraph (b):
×in our Corporate Governance StatementOR
 at this location:
______
_Insert location here
1.7 A listed entity should:
(a) have and disclose a process for periodically
evaluating the performance of its senior executives;
and
(b) disclose, in relation to each reporting period,
whether a performance evaluation was undertaken
in the reporting period in accordance with that
process.		 … the evaluation process referred to in paragraph (a):
×in our Corporate Governance StatementOR
 at this location:
______
Insert location here_
… and the information referred to in paragraph (b):
×in our Corporate Governance StatementOR
 at this location:
______
_Insert location here

4

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed …
2.1 The board of a listed entity should:
(a) have a nomination committee which:
(1) has at least three members, a majority of whom
are independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the
number
of
times
the
committee
met
throughout the period and the individual
attendances of the members at those meetings;
OR
(b) if it does not have a nomination committee,
disclose that fact and the processes it employs to
address board succession issues and to ensure that
the board has the appropriate balance of skills,
knowledge, experience, independence and diversity
to enable it to discharge its duties and
responsibilities effectively.		 … the fact that we have a nomination committee that complies with paragraphs (1) and (2):
×in our Corporate Governance StatementOR
 at this location:
_________
Insert location here
… and a copy of the charter of the committee:
×at this location:
The Nomination Committee Charter is available at:
http://www.computershare.com/governance
… and the information referred to in paragraphs (4) and (5):
×in our Corporate Governance Statement~~OR A~~ND
×at this location:
Information regarding 2.1(a)(5) is on page 42 of the 2020 Annual report
2.2 A listed entity should have and disclose a board skills
matrix setting out the mix of skills and diversity that
the board currently has or is looking to achieve in its
membership.		 … our board skills matrix:
×in our Corporate Governance StatementOR
 at this location:
_________
Insert location here

5

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed …
2.3 A listed entity should disclose:
(a) the names of the directors considered by the board
to be independent directors;
(b) if a director has an interest, position, association or
relationship of the type described in Box 2.3 but the
board is of the opinion that it does not compromise
the independence of the director, the nature of the
interest, position, association or relationship in
question and an explanation of why the board is of
that opinion; and
(c) the length of service of each director.		 … the names of the directors considered by the board to be independent directors:
×in our Corporate Governance StatementOR
 at this location:
______
Insert location here_
… where applicable, the information referred to in paragraph (b):
×in our Corporate Governance StatementOR
 at this location:
______
_Insert location here
… the length of service of each director:
×in our Corporate Governance StatementOR
 at this location:
_________
Insert location here
2.4 A majority of the board of a listed entity should be
independent directors.		 … the fact that we follow this recommendation:
×in our Corporate Governance StatementOR
 at this location:
_________
Insert location here

6

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed …
2.5 The chair of the board of a listed entity should be an
independent director and, in particular, should not be
the same person as the CEO of the entity.		 … the fact that we follow this recommendation:
×in our Corporate Governance StatementOR
 at this location:
_________
Insert location here
2.6 A listed entity should have a program for inducting
new directors and provide appropriate professional
development opportunities for directors to develop
and maintain the skills and knowledge needed to
perform their role as directors effectively.		 … the fact that we follow this recommendation:
×in our Corporate Governance StatementOR
 at this location:
_________
Insert location here
3.1 A listed entity should:
(a) have a code of conduct for its directors, senior
executives and employees; and
(b) disclose that code or a summary of it.		 … our code of conduct or a summary of it:
 in our Corporate Governance StatementOR
×at this location:
The Computershare Code of Conduct is available at:
http://www.computershare.com/governance
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 relevantqualifications and experience of the		 … the fact that we have an audit committee that complies with paragraphs (1) and (2):
×in our Corporate Governance StatementOR
 at this location:
_________
Insert location here
… and a copy of the charter of the committee:
×at this location:
The Risk and Audit Committee Charter is available at:

7

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed …
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.		 http://www.computershare.com/governance
… and the information referred to in paragraphs (4) and (5):
×in our Corporate Governance Statement~~OR~~AND
×at this location:
Information regarding 4.1(a)(5) is on page 42 of the 2020 Annual report
4.2 The board of a listed entity should, before it approves
the entity’s financial statements for a financial period,
receive from its CEO and CFO a declaration that, in
their opinion, the financial records of the entity have
been properly maintained and that the financial
statements comply with the appropriate accounting
standards and give a true and fair view of the financial
position and performance of the entity and that the
opinion has been formed on the basis of a sound
system of risk management and internal control which
is operating effectively.		 … the fact that we follow this recommendation:
×in our Corporate Governance StatementOR
 at this location:
_________
Insert location here
4.3 A listed entity that has an AGM should ensure that its
external auditor attends its AGM and is available to
answer questions from security holders relevant to the
audit.		 … the fact that we follow this recommendation:
×in our Corporate Governance StatementOR
 at this location:
_________
Insert location here
5.1 A listed entity should:
(a) have a written policy for complying with its
continuous disclosure obligations under the Listing
Rules; and
(b) disclose that policy or a summary of it.		 … our continuous disclosure compliance policy or a summary of it:
×in our Corporate Governance Statement~~OR~~AND
×at this location:
The Computershare Market Disclosure Policy is available at:
http://www.computershare.com/governance

8

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed …
6.1 A listed entity should provide information about itself
and its governance to investors via its website.		 … information about us and our governance on our website:
×at this location:
http://www.computershare.com/corporate/about-us/who-we-are/our-company
AND
http://www.computershare.com/governance
6.2 A listed entity should design and implement an
investor relations program to facilitate effective two-
way communication with investors.		 … the fact that we follow this recommendation:
×in our Corporate Governance StatementOR
 at this location:
_________
Insert location here
6.3 A listed entity should disclose the policies and
processes it has in place to facilitate and encourage
participation at meetings of security holders.		 … our policies and processes for facilitating and encouraging participation at meetings of security holders:
×in our Corporate Governance StatementOR
 at this location:
_________
Insert location here
6.4 A listed entity should give security holders the option
to receive communications from, and send
communications to, the entity and its security registry
electronically.		 … the fact that we follow this recommendation:
×in our Corporate Governance StatementOR
 at this location:
_________
Insert location here
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		 … the fact that we have a committee or committees to oversee risk that comply with paragraphs (1) and (2):
×in our Corporate Governance StatementOR
 at this location:
_________
Insert location here
… and a copy of the charter of the committee:
×at this location:
The Risk and Audit Committee Charter is available at:
http://www.computershare.com/governance

9

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed …
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 the information referred to in paragraphs (4) and (5):
×in our Corporate Governance Statement~~OR A~~ND
×at this location:
Information regarding 7.1(a)(5) is on page 42 of the 2020 Annual report
7.2 The board or a committee of the board should:
(a) review the entity’s risk management framework at
least annually to satisfy itself that it continues to be
sound; and
(b) disclose, in relation to each reporting period,
whether such a review has taken place.		 … the fact that we follow this recommendation:
×in our Corporate Governance StatementOR
 at this location:
_________
Insert location here
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.		 … how our internal audit function is structured and what role it performs:
×in our Corporate Governance StatementOR
 at this location:
_________
Insert location here
7.4 A listed entity should disclose whether it has any
material exposure to economic, environmental and
social sustainability risks and, if it does, how it
manages or intends to manage those risks.		 … whether we have any material exposure to economic, environmental and social sustainability risks and, if we
do, how we manage or intend to manage those risks:
 in our Corporate Governance StatementOR
×at this location:
Refer to pages 25 and 26 of the 2020 Annual report
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,		 … the fact that we have a remuneration committee that complies with paragraphs (1) and (2):
×in our Corporate Governance StatementOR
 at this location:
_________

10

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed …
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 a copy of the charter of the committee:
×at this location:
The Remuneration Committee Charter is available at:
http://www.computershare.com/governance
and the information referred to in paragraphs (4) and (5):
×in our Corporate Governance Statement~~OR~~AND
×at this location:
Information regarding 8.1(a)(5) is on page 42 of the 2020 Annual report
8.2 A listed entity should separately disclose its policies
and practices regarding the remuneration of non-
executive directors and the remuneration of executive
directors and other senior executives.		 … separately our remuneration policies and practices regarding the remuneration of non-executive directors
and the remuneration of executive directors and other senior executives:
 in our Corporate Governance StatementOR
×at this location:
This information is disclosed in the remuneration report on pages 43 to 57 of the 2020 Annual report
8.3 A listed entity which has an equity-based remuneration
scheme should:
(a) have a policy on whether participants are permitted
to enter into transactions (whether through the use
of derivatives or otherwise) which limit the
economic risk of participating in the scheme; and
(b) disclose that policy or a summary of it.		 … our policy on this issue or a summary of it:
×in our Corporate Governance Statement~~OR A~~ND
×at this location:
The Computershare Securities Trading Policy is available at:
http://www.computershare.com/governance

11

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