CTI LOGISTICS LIMITED — Governance Information 2016

Oct 20, 2016

Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity:

CTI Logistics Limited

ABN / ARBN: Financial year ended: 69 008 778 925 30 June 2016

Our corporate governance statement for the above period above can be found at:

☒ This URL on our website:

http://www.ctilogistics.com/corporate-governance-policies/corporate-governance-statement/

The Corporate Governance Statement is accurate and up to date as at 20 October 2016 and has been approved by the board.

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

Date: 21 October 2016

Name of Director or Secretary authorising lodgement:

Owen Venter Company Secretary

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ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES	ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES	ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES	ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES	ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES
Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …
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.			… the fact that we follow this recommendation: ☒in our Corporate Governance Statement ☒ at http://www.ctilogistics.com/corporate-governance- policies/corporate-governance-statement/
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 Statement OR ☒in the Annual Report and 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 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.		… the fact that we follow this recommendation: ☒in our Corporate Governance Statement

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Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the We have NOT followed the recommendation in full for the whole
period above. We have disclosed … of the period above. We have disclosed …
1.5 A listed entity should: … the fact that we have a diversity policy that complies with
(a) have a diversity policy which includes requirements for the paragraph (a):
board or a relevant committee of the board to set ☒ in our Corporate Governance Statement
measurable objectives for achieving gender diversity and to
… and a copy of our diversity policy or a summary of it:
assess annually both the objectives and the entity’s progress
in achieving them; ☒ at http://www.ctilogistics.com/about/group-policies/diversity-
(b) disclose that policy or a summary of it; and policy/
(c) disclose as at the end of each reporting period the … and the measurable objectives for achieving gender diversity set by
measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with our
the board or a relevant committee of the board in accordance diversity policy and our progress towards achieving them:
with the entity’s diversity policy and its progress towards
☒ in our Corporate Governance Statement OR
achieving them and either:
(1) the respective proportions of men and women on the ☒ at http://www.ctilogistics.com/about/group-policies/diversity-
board, in senior executive positions and across the policy/
whole organisation (including how the entity has defined
… and the information referred to in paragraphs (c)(1) or (2):
“senior executive” for these purposes); or
☒ in our Corporate Governance Statement
(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.
1.6 A listed entity should: ☒ an explanation why that is so in our Corporate Governance
(a) have and disclose a process for periodically evaluating the Statement
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.
1.7 A listed entity should: … the evaluation process referred to in paragraph (a):
(a) have and disclose a process for periodically evaluating the ☒ in our Corporate Governance Statement
performance of its senior executives; and
… and the information referred to in paragraph (b):
(b) disclose, in relation to each reporting period, whether a
performance evaluation was undertaken in the reporting ☒ in our Corporate Governance Statement
period in accordance with that process.
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Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the We have NOT followed the recommendation in full for the whole
period above. We have disclosed … of the period above. We have disclosed …
PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE
2.1 The board of a listed entity should: … the fact that we do not have a nomination committee and the
(a) have a nomination committee which: processes we employ to address board succession issues and to
ensure that the board has the appropriate balance of skills,
(1) has at least three members, a majority of whom are
knowledge, experience, independence and diversity to enable it to
independent directors; and
discharge its duties and responsibilities effectively:
(2) is chaired by an independent director,
☒ in our Corporate Governance Statement
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.
2.2 A listed entity should have and disclose a board skills matrix ☒ an explanation why that is so in our Corporate Governance
setting out the mix of skills and diversity that the board currently Statement
has or is looking to achieve in its membership.
2.3 A listed entity should disclose: … the names of the directors considered by the board to be
(a) the names of the directors considered by the board to be independent directors:
independent directors; ☒ in our Corporate Governance Statement
(b) if a director has an interest, position, association or
… and the length of service of each director:
relationship of the type described in Box 2.3 but the board
is of the opinion that it does not compromise the ☒ Annual Report
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.
2.4 A majority of the board of a listed entity should be independent ☒ an explanation why that is so in our Corporate Governance
directors.
Statement
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• Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the We have NOT followed the recommendation in full for the whole period above. We have disclosed … of the period above. We have disclosed …

• 2.5 The chair of the board of a listed entity should be an independent ☒ an explanation why that is so in our Corporate Governance director and, in particular, should not be the same person as the Statement CEO of the entity.

• 2.6 A listed entity should have a program for inducting new directors … the fact that we follow this recommendation: and provide appropriate professional development opportunities ☒ in our Corporate Governance Statement

• for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively.

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.

… our code of conduct or a summary of it: ☒ in our Corporate Governance Statement OR ☒ at http://www.ctilogistics.com/about/group-policies/code-of-conduct/

PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING

4.1 The board of a listed entity should:

• (a) have an audit committee which:

☒ an explanation why that is so in our Corporate Governance Statement

• (1) has at least three members, all of whom are nonexecutive 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.

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Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the We have NOT followed the recommendation in full for the whole
period above. We have disclosed … of the period above. We have disclosed …
4.2 The board of a listed entity should, before it approves the entity’s … the fact that we follow this recommendation:
financial statements for a financial period, receive from its CEO
☒ in our Corporate Governance Statement
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.
4.3 A listed entity that has an AGM should ensure that its external … the fact that we follow this recommendation:
auditor attends its AGM and is available to answer questions
☒ in our Corporate Governance Statement
from security holders relevant to the audit.
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should: … our continuous disclosure compliance policy or a summary of it:
(a) have a written policy for complying with its continuous ☒ in our Corporate Governance Statement OR
disclosure obligations under the Listing Rules; and
(b) disclose that policy or a summary of it. ☒ at http://www.ctilogistics.com/corporate-governance-
policies/continuous-disclosure-policy/
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about itself and its … information about us and our governance on our website:
governance to investors via its website. ☒ at http://www.ctilogistics.com/about/corporate-information/
6.2 A listed entity should design and implement an investor relations … the fact that we follow this recommendation:
program to facilitate effective two-way communication with
☒ in our Corporate Governance Statement
investors.
6.3 A listed entity should disclose the policies and processes it has in … our policies and processes for facilitating and encouraging
place to facilitate and encourage participation at meetings of participation at meetings of security holders:
security holders. ☒ at http://www.ctilogistics.com/shareholder-communication-
strategy/
6.4 A listed entity should give security holders the option to receive … the fact that we follow this recommendation:
communications from, and send communications to, the entity ☒ at http://www.ctilogistics.com/shareholder-communication-
and its security registry electronically.
strategy/
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Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the We have NOT followed the recommendation in full for the whole
period above. We have disclosed … of the period above. We have disclosed …
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1 The board of a listed entity should: ☒ an explanation why that is so in our Corporate Governance
(a) have a committee or committees to oversee risk, each of Statement
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.
7.2 The board or a committee of the board should: … the fact that board or a committee of the board reviews the entity’s
(a) review the entity’s risk management framework at least risk management framework at least annually to satisfy itself that it
annually to satisfy itself that it continues to be sound; and continues to be sound:
(b) disclose, in relation to each reporting period, whether such ☒ in our Corporate Governance Statement
a review has taken place.
… and that such a review has taken place in the reporting period
covered by this Appendix 4G:
☒ in our Corporate Governance Statement
7.3 A listed entity should disclose: … the fact that we do not have an internal audit function and the
(a) if it has an internal audit function, how the function is processes we employ for evaluating and continually improving the
structured and what role it performs; or effectiveness of our risk management and internal control processes:
(b) if it does not have an internal audit function, that fact and ☒ in our Corporate Governance Statement OR
the processes it employs for evaluating and continually
☒ at Audit and Risk Committee Charter
improving the effectiveness of its risk management and
internal control processes.
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Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the We have NOT followed the recommendation in full for the whole
period above. We have disclosed … of the period above. We have disclosed …
7.4 A listed entity should disclose whether it has any material … whether we have any material exposure to economic,
exposure to economic, environmental and social sustainability environmental and social sustainability risks and, if we do, how we
risks and, if it does, how it manages or intends to manage those manage or intend to manage those risks:
risks.
☒ at Annual Report and Audit and Risk Committee Charter
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1 The board of a listed entity should: ☒ an explanation why that is so in our Corporate Governance
(a) have a remuneration committee which: Statement
(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.
8.2 A listed entity should separately disclose its policies and ☒ an explanation why that is so in our Corporate Governance
practices regarding the remuneration of non-executive directors Statement
and the remuneration of executive directors and other senior
executives.
8.3 A listed entity which has an equity-based remuneration scheme … our policy on this issue or a summary of it:
should:
☒ at http://www.ctilogistics.com/corporate-governance-
(a) have a policy on whether participants are permitted to - -
policies/securities trading policy/
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.
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