CTI LOGISTICS LIMITED — Governance Information 2021

Oct 27, 2021

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 69 008 778 925	Financial year ended:
	30 June 2021

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

☒ These pages 50 to 53 of our annual report

The Corporate Governance Statement is accurate and up to date as at 28 October 2021 and has been approved by the board.

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

Date: 28 October 2021

Name of authorised officer authorising lodgement:

Owen Venter

Company Secretary

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

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

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Corporate Governance Council recommendation Where a box below is ticked, we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are:
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should have and disclose a board charter setting ☒ set out in our Corporate Governance Statement
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.
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.
1.3 A listed entity should have a written agreement with each director ☒ set out in our Corporate Governance Statement
and senior executive setting 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.
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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, we have followed the recommendation in full for 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:	Where a box below is ticked, we have followed the recommendation in full for 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:
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.		☒ 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.		☒ set out in our Corporate Governance Statement

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

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Corporate Governance Council recommendation Where a box below is ticked, we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are:
1.7 A listed entity should: ☒
(a) have and disclose a process for evaluating the performance
and we have disclosed the evaluation process referred to in
of its senior executives at least once every reporting period;
paragraph (a) at:
and
……… our Corporate Governance Statement ………..
(b) disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that
and whether a performance evaluation was undertaken for the
process during or in respect of that period.
reporting period in accordance with that process at:
……… our Corporate Governance Statement and the performance
evaluation was completed for the period to 30 June 2021………..
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Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

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Corporate Governance Council recommendation Where a box below is ticked, we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are:
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1 The board of a listed entity should: ☒ set out in our Corporate Governance Statement
(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.
2.2 A listed entity should have and disclose a board skills matrix ☒ set out in our Corporate Governance Statement
setting out the mix of skills that the board currently has or is
looking to achieve in its membership.
2.3 A listed entity should disclose: ☒
(a) the names of the directors considered by the board to be
and we have disclosed the names of the directors considered by the
independent directors;
board to be independent directors at:
(b) if a director has an interest, position, affiliation or
……… our Corporate Governance Statement ………..
relationship of the type described in Box 2.3 but the board
and the length of service of each director at:
is of the opinion that it does not compromise the
independence of the director, the nature of the interest, ……… page 3 of the Annual Report …………………..
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.
2.4 A majority of the board of a listed entity should be independent ☒ set out in our Corporate Governance Statement
directors.
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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

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Corporate Governance Council recommendation Where a box below is ticked, we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are:
2.5 The chair of the board of a listed entity should be an ☒ set out in our Corporate Governance Statement
independent director and, in particular, should not be the same
person as the CEO of the entity.
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.
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.ctilogistics.com/about/group-policies/code-of-conduct
3.2 A listed entity should: ☒
(a) have and disclose a code of conduct for its directors, and we have disclosed our code of conduct at:
senior executives and employees; and https://www.ctilogistics.com/about/group-policies/code-of-conduct
(b) ensure that the board or a committee of the board is
informed of any material breaches of that code.
3.3 A listed entity should: ☒
(a) have and disclose a whistleblower policy; and
and we have disclosed our whistleblower policy at:
(b) ensure that the board or a committee of the board is
https://www.ctilogistics.com/whistleblower/
informed of any material incidents reported under that
policy.
3.4 A listed entity should: ☒
(a) have and disclose an anti-bribery and corruption policy;
and we have disclosed our anti-bribery and corruption policy at:
and
- - -
https://www.ctilogistics.com/corporate governance policies/anti
(b) ensure that the board or committee of the board is bribery-and-anti-corruption-policy/
informed of any material breaches of that policy.
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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

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Corporate Governance Council recommendation Where a box below is ticked, we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are:
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1 The board of a listed entity should: ☒ set out in our Corporate Governance Statement
(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.
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.
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.
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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

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Corporate Governance Council recommendation Where a box below is ticked, we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are:
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
and we have disclosed our continuous disclosure compliance policy
listing rule 3.1.
at:
- -
https://www.ctilogistics.com/corporate governance
policies/continuous-disclosure-policy/
5.2 A listed entity should ensure that its board receives copies of all ☒
material market announcements promptly after they have been
made.
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.
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.ctilogistics.com/about/corporate-information/
6.2 A listed entity should have an investor relations program that ☒
facilitates effective two-way communication with investors.
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.ctilogistics.com/shareholder-communication-strategy/
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.
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.
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Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Where a box below is ticked, we have followed the recommendation in full for 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:	Corporate Governance Council recommendation Where a box below is ticked, we have followed the recommendation in full for 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:	Corporate Governance Council recommendation Where a box below is ticked, we have followed the recommendation in full for 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:	Corporate Governance Council recommendation Where a box below is ticked, we have followed the recommendation in full for 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:
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. ☒ 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: ……… our Corporate Governance Statement ………..
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.	☒ 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: ………our Audit and Risk Committee Charter…………..

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

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Corporate Governance Council recommendation Where a box below is ticked, we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are:
7.4 A listed entity should disclose whether it has any material ☒
exposure to environmental or social risks and, if it does, how it
and we have disclosed whether we have any material exposure to
manages or intends to manage those risks.
environmental and social risks at:
………Annual Report………………………………………..
and, if we do, how we manage or intend to manage those risks at:
………our Audit and Risk Committee Charter…………..
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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

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Corporate Governance Council recommendation Where a box below is ticked, we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are:
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1 The board of a listed entity should: ☒ set out in our Corporate Governance Statement
(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.
8.2 A listed entity should separately disclose its policies and ☒ set out in our Corporate Governance Statement
practices regarding the remuneration of non-executive directors
and the remuneration of executive directors and other senior
executives.
8.3 A listed entity which has an equity-based remuneration scheme ☒
should:
and we have disclosed our policy on this issue or a summary of it at:
(a) have a policy on whether participants are permitted to - -
enter into transactions (whether through the use of https://www.ctilogistics.com/corporate- - governance
policies/securities trading policy/
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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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

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Corporate Governance Council recommendation Where a box below is ticked, we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are:
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1 A listed entity with a director who does not speak the language ☒ we do not have a director in this position and this
in which board or security holder meetings are held or key recommendation is therefore not applicable
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.
9.2 A listed entity established outside Australia should ensure that ☒ we are established in Australia and this recommendation is
meetings of security holders are held at a reasonable place and therefore not applicable
time.
9.3 A listed entity established outside Australia, and an externally ☒ we are established in Australia and not an externally managed
managed listed entity that has an AGM, should ensure that its listed entity and this recommendation is therefore not
external auditor attends its AGM and is available to answer applicable
questions from security holders relevant to the audit.
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