CONICO LTD — Governance Information 2020

Aug 10, 2020

ACN 119 057 457

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CORPORATE GOVERNANCE STATEMENT

	Corporate Governance Council recommendation	Reference/comment
PRINCIPLE 1: LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should disclose:(a)the respective roles and responsibilities of its board and management; and(b)those matters expressly reserved to the board and those delegated to management.	Subject to the Corporations Law, the Listing Rules and to any other provision of theConstitution, the business of the Company shall be managed by the Directors andthey may exercise all such powers of the Company as are not, by the CorporationsLaw or by this Constitution, required to be exercised by the Company in generalmeeting.The Board;· is responsible to all stakeholders for the performance of the Company· shall work with management towards development of corporate strategy andperformance objectives;· is responsible for monitoring senior management’s performance andimplementation of strategy, and ensuring appropriate resources are available;· is responsible for reviewing and ratifying systems of risk management and internalcompliance and control, codes of conduct, and legal compliance· is responsible for ensuring that a sound system of risk oversight and managementis established;· is responsible for assuring timely and accurate communication of all informationwhich is material to shareholders;· is responsible for the appointment, evaluation and, where appropriate, the removalof the company secretary;· is responsible for approving and monitoring the progress of projects, capitalmanagement, and acquisitions and divestments;· is responsible for enhancing the reputation of the company;· is responsible for approving and monitoring financial and other reporting; and· is committed to supporting the highest levels of ethical standards throughout thecompany in all its dealings.

Level 15, 197 St Georges Terrace, Perth, Western Australia 6000 Telephone: (08) 9282 5889 Email: mailroom@conico.com.au

1.2	A listed entity should:(a)undertake appropriate checks before appointing a person, or putting forward tosecurity holders a candidate for election, as a director; and(b)provide security holders with all material information in its possession relevant to adecision on whether or not to elect or re-elect a director.	The Company undertakes appropriate background and screening checks prior tonominating a Director for election. Shareholders are provided with all materialinformation in the Company’s possession concerning the Director standing forelection or re-election in the explanatory notes accompanying the notice of meeting.
1.3	A listed entity should have a written agreement with each director and senior executivesetting out the terms of their appointment.	The Company has a written agreement with each director and senior executivesetting out the terms of their appointment.
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 Company Secretary attends all meetings of the Board and is accountable to theBoard through the Chairman.
1.5	A listed entity should:(a)have a diversity policy which includes requirements for the board or a relevantcommittee of the board to set measurable objectives for achieving gender diversityand to assess annually both the objectives and the entity’s progress in achievingthem;(b)disclose that policy or a summary of it; and(c)disclosure as at the end of each reporting period the measurable objectives forachieving gender diversity set by the board or a relevant committee of the board inaccordance with the entity’s diversity policy and its progress towards achievingthem and either:(1) the respective proportions of men and women on the board, in senior executivepositions and across the whole organisation (including how the entity hasdefined “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 andpublished under that Act.	Due to the Company’s size, nature and extent of operations, the company hasdeparted from this principle.
1.6	A listed entity should:(a)have and disclose a process for periodically evaluating the performance of theboard, its committees and individual directors; and(b)disclose, in relation to each reporting period, whether a performance evaluation wasundertaken in the reporting period in accordance with that process.	Acting in its ordinary capacity, the Board from time to time carries out the process ofconsidering and determining performance issues.No performance reviews were done in 2020.
1.7	A listed entity should:(a)have and disclose a process for periodically evaluating the performance of its seniorexecutives; and(b)disclose, in relation to each reporting period, whether a performance evaluation wasundertaken in the reporting period in accordance with that process.	Acting in its ordinary capacity, the Board from time to time carries out the process ofconsidering and determining performance issues.The Company does not have any senior executives.

PRINCIPLE 2: STRUCTURE THE BOARD TO ADD VALUE

2.1	The board of a listed entity should:(a)have a nomination committee which:(1) has at least three members, a majority of whom are independent directors; and(2) is shared 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 metthroughout the period and the individual attendances of the members at thosemeetings; or(b)if it does not have a nomination committee, disclose that fact and the processes itemployees to address board succession issues and to ensure that the board hasthe appropriate balance of skills, knowledge, experience, independence anddiversity to enable it to discharge its duties and responsibilities effectively.	Acting in its ordinary capacity from time to time as required, the Board carries outthe process of determining the need for, screening and appointing new directors. Inview of the size and resources available to the Company, it is not considered that aseparate nomination committee is warranted.
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skillsand diversity that the board currently has or is looking to achieve in its membership.	The Board evaluates the mix of skills, experience and diversity at the Board level.The Board believes that a highly credentialed Board, with a diversity of background,skills and perspectives, will be effective in supporting and enabling delivery of goodgovernance for the Company and value for the Company’s shareholders. The mix ofskills comprised in the current Board, and that the Board would look to maintain, andto build on, includes:high level of business acumen;technical expertise (including finance);ability to think strategically;financing expertise;commercial legal expertise; andgovernance experience and expertise.The Board aspires to have a Board comprised of individuals’ diverse experience andexpertise.
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 typedescribed in Box 2.3 but the board is of the opinion that it does not compromise theindependence of the director, the nature of the interest, position, association orrelationship in question and an explanation of why the board is of that opinion; and(c)the length of service of each director.	No director is considered by the board to be independent.The length of service of each director is disclosed in the Company’s Annual Reports.
2.4	A majority of the board of a listed entity should be independent directors.	Due to the Company’s size, nature and extent of operations, the company hasdeparted from this principle.
2.5	The chair of the board of a listed entity should be an independent director and, inparticular, should not be the same person as the CEO of the entity.	Due to the Company’s size, nature and extent of operations, the company hasdeparted from this principle.
2.6	A listed entity should have a program for inducting new directors and provide appropriateprofessional development opportunities for directors to develop and maintain the skillsand knowledge needed to perform their role as directors effectively.	Due to the Company’s size, nature and extent of operations, the company hasdeparted from this principle.

PRINCIPLE 3: ACT ETHICALLY AND RESPONSIBLY

3.1	A listed entity should:(a)have a code of conduct for its directors, senior executives and employees; and(b)disclose that code or a summary of it.	The Company has a Code of Conduct which can be viewed on the Company’swebsite.

PRINCIPLE 4: SAFEGUARD INTEGRITY IN CORPORATE REPORTING

4.1	The board of a listed entity should:(a)have an audit committee which:(1) has at least three members, all of whom are non-executive directors and amajority of whom are independent directors; and(2) is chaired by an independent director, who is not the chair of the board,(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 metthroughout the period and the individual attendances of the members at thosemeetings; or(b)if it does not have an audit committee, disclose that fact and the processes itemployees that independently verify and safeguard the integrity of its corporatereporting, including the processes for the appointment and removal of the externalauditor and the rotation of the audit engagement partner.	Due to the Company’s size, nature and extent of operations, the company hasdeparted from this principle.
4.2	The board of a listed entity should, before it approves the entity’s financial statements fora financial period, receive from its CEO and CFO a declaration that, in their opinion, thefinancial records of the entity have been properly maintained and that the financialstatements comply with the appropriate accounting standards and give a true and fairview of the financial position and performance of the entity and that the opinion has beenformed on the basis of a sound system of risk management and internal control which isoperating effectively.	The Chairman and the Chief Financial Officer make this assurance to the board.
4.3	A listed entity that has an AGM should ensure that its external auditor attends its AGMand is a available to answer questions from security holders relevant to the audit.	The Board requests that Nexia, the Company’s external auditor, attends the AnnualGeneral Meeting of the Company and is available to answer shareholder questionsrelating to the audit of the Company’s financial statements, preparation and contentof the auditor’s report, the accounting policies adopted by the Company and auditorindependence.

PRINCIPLE 5: MAKE TIMELY AND BALANCED DISCLOSURE

5.1	A listed entity should:(a)have a written policy for complying with tis continuous disclosure obligations underthe Listing Rules; and(b)disclose that policy or a summary of it.	The Company has a Continuous Disclosure Policy which can be viewed on theCompany’s website.

PRINCIPLE 6: RESPECT THE RIGHTS OF SECURITY HOLDERS

6.1	A listed entity should provide information about itself and its governance to investors viaits website.	The Company provides this information via its website.
6.2	A listed entity should design and implement an investor relations program to facilitateeffective two-way communication with investors.	The Company has a Communications Policy which can be viewed on theCompany’s website.
6.3	A listed entity should disclose the policies and processes it has in place to facilitate andencourage participation at meetings of security holders.	The Company has a Communications Policy which can be viewed on theCompany’s website.
6.4	A listed entity should give security holders the option to receive communications from,and send communications to, the entity and its security electronically.	The Company has in place facilities to allow for shareholders to elect to send andreceive communications electronically.

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 committeemet throughout the period and the individual attendances of the members atthose meetings; or(b)if it does not have a risk committee or committees that satisfy (a) above, disclosethat fact and the processes it employs for overseeing the entity’s risk managementframework.	Due to the size and nature of the Company, the Company does not have formalisedpolicies on risk management. The Board recognises its responsibility for identifyingareas of material business risk and for ensuring that arrangements are in place foradequately managing these risks. This issue is regularly reviewed at board meetingsand risk management culture is encouraged amongst employees and contractors.
7.2	The board or a committee of the board should:(a)review the entity’s risk management framework at least annually to satisfy itselfthat it continues to be sound; and(b)disclose, in relation to each reporting period, whether such a review has takenplace.	See above.

7.3	A listed entity should disclose:(a)if it has an internal audit function, how the function is structured and what role itperforms; or(b)if it does not have an internal audit function, that fact and the processes it employsfor evaluating and continually improving the effectiveness of its risk managementand internal control processes.	Due to the size and nature of the Company, the Company does not have an internalaudit function.
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 intendsto manage those risks.	Due to the size and nature of the Company, the Company does not have materialexposure to economic, environmental and social sustainability risks

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 committeemet throughout the period and the individual attendances of the members atthose meetings; or(b)if it does not have a remuneration committee, disclose that fact and the processesit employees for setting the level and composition of remuneration for directorsand senior executives and ensuring that such remuneration is appropriate and notexcessive.	Due to the size and nature of the Company, the Company does not have aremuneration committee.The Company’s Constitution allows for a maximum amount per annum to be paid tonon-executive directors, to be allocated at the discretion of the directors. Anychanges to the annual amount must be approved at a General Meeting of members ofthe Company.
8.2	A listed entity should separately disclose its policies and practices regarding theremuneration of non-executive directors and the remuneration of executive directorsand other senior executives.	The Company’s Constitution allows for a maximum amount per annum to be paid tonon-executive directors, to be allocated at the discretion of the directors. Anychanges to the annual amount must be approved at a General Meeting of members ofthe Company.
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 transactionswhether through the use of derivatives or otherwise) which limit the economic riskof participating in the scheme; and(b)disclose that policy or a summary of it.	The Company does not have an equity based remuneration scheme.