Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

DURATEC LIMITED Governance Information 2021

Aug 29, 2021

64799_rns_2021-08-29_76569698-9795-4f91-a3eb-6207a17c3b29.pdf

Governance Information

Open in viewer

Opens in your device viewer

==> picture [121 x 20] intentionally omitted <==

CORPORATE GOVERNANCE STATEMENT 30 JUNE 2021

The Board of Duratec Limited (“Board”) is committed to ensuring that the Company’s obligations and responsibilities to its various stakeholders are fulfilled through its corporate governance practices. The directors of the Company (“Directors”, being either “Non-Executive Directors” or Executive Directors”) undertake to perform their duties with honesty, integrity, care and due diligence, to act in good faith in the best interests of the Company in a manner that reflects the highest standards of corporate governance.

The Company’s Board are committed to a high standard of corporate governance practices, ensuring that the Company complies with the Corporations Act 2001 (Cth), ASX Listing Rules, Company Constitution and other applicable laws and regulations.

Corporate Governance Compliance

Following admission to the Official List of the ASX on 3 November 2020, the Company has followed the 4[th] edition of the ASX Corporate Governance Council’s Principles and Recommendations (“Principles and Recommendations”) where the Board has considered the recommendations to be an appropriate benchmark for its corporate governance practices.

Where, after due consideration, the Company’s corporate governance practices depart from a recommendation, the Board has offered full disclosure and reason for adoption of its own practice, in compliance with the “if not, why not” regime.

This statement was approved by the Board on 27[th] August 2021.

==> picture [121 x 20] intentionally omitted <==

CORPORATE GOVERNANCE STATEMENT 30 JUNE 2021 (CONT’D)

Principle ASX Recommendation Conform Disclosure
(Y/N)
Principle 1: Lay solid foundations for management and oversight
1.1 A listed entity should have and disclose a board charter
setting 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.
Y The Board Charter details the functions and responsibilities of the Board and
management, including matters reserved for the Board. The Board Charter is
included in the Corporate Governance section of the Company’s website.
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.
Y The Company has a combined Remuneration and Nomination Committee. The
duties that fall to the nomination committee under the Company’s Nomination
Committee Charter are included in the Corporate Governance section of the
Company’s website.
The role of the Nomination Committee is to identify and recommend candidates
to fill casual vacancies and to determine the appropriateness of director
nominees for election to the Board. The Nomination Committee Charter
requires the Board to make appropriate background checks prior to
recommending a candidate for election or re-election as a director. The Board
must identify and recommend candidates only after considering the necessary
and desirable competencies of new Board members to ensure the appropriate
mix of skills and experience and after an assessment of how the candidate can
contribute to the strategic direction of the Company.
The Board Charter also requires the Board to ensure appropriate background
checks are undertaken for all senior executive candidates.
All material information relevant to whether or not to elect or re-elect a director
is provided to the Company’s shareholders as part of the Notice of Meeting and
explanatory memorandum for the relevant meeting of shareholders which
addresses the election or re-election of a director.
1.3 A listed entity should have a written agreement with each
Director and senior executive setting out the terms of their
appointment.
Y The Remuneration Committee Charter, which is included in the Corporate
Governance section of the Company’s website, requires the Company to have
a written agreement with each Director and senior executive setting out the
terms of their engagement.
Each Non-Executive Director has signed a letter of appointment. Each
Executive Director and each senior executive has signed an employment
agreement.

==> picture [121 x 20] intentionally omitted <==

Principle ASX Recommendation Conform Disclosure
(Y/N)
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.
Y The Company Secretary is accountable directly to the Board, through the Chair,
on all matters to do with the proper functioning of the Board as outlined in the
Company’s Board Charter. The Company Secretary’s role is also outlined in
the consultancy agreement between the Company Secretary and the
Company.
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:
i. 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
ii. 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.
N The Company has adopted a Diversity Policy which is included in the Corporate
Governance section of the Company’s website. The Company recognises that
a diverse and talented workforce is a competitive advantage and encourages a
culture that embraces diversity. The Board has not yet adopted any measurable
objectives for achieving general diversity at the Company but will review the
need for measurable objectives on a regular basis.
The proportion of women employees in the whole organisation is 17%
(excluding directors).
There are currently no women in senior executive positions or on the Board.
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.
Y The Nomination Committee Charter, which is included in the Corporate
Governance section of the Company’s website, details the process for
evaluating the Board, its Committees and individual Directors. The assessment
process which may be used by the Board is that each director completes a
questionnaire relating to the role, composition, procedures, practices and
behaviour of the Board and its members. An independent third-party consultant
may be used to facilitate the assessment.
No formal board performance review was undertaken in the reporting period.

==> picture [121 x 20] intentionally omitted <==

Principle ASX Recommendation Conform Disclosure
(Y/N)
1.7 A listed entity should:
a) have and disclose a process for evaluating the
performance of its senior executives at least once every
reporting period; 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.
Y
Y
Performance evaluation for senior executives is a process undertaken formally
on an at least annual basis. The Managing Director reviews the performance of
senior executives throughout the year against stated benchmarks, which
include internal Company objectives and peer comparison objectives. The
Managing Director conducts a formal review at least annually and the results
are reported to the Remuneration Committee. The Remuneration Committee
reviews the results and makes recommendations to the Board as required. A
performance evaluation was undertaken in 2020.
In addition, staff matters (including performance) are discussed at each board
meeting and included in the Managing Director’s regular reports distributed to
all Board members.
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 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.
N
Y
Y
Y
Y
The Company has established a combined Remuneration and Nomination
Committee which comprises the full Board, of which only the Chair is
considered independent. Mr Brydon is the chair of the Remuneration and
Nomination Committee and the chair of the Board. Sourcing alternative
directors to strictly comply with this Principle is considered expensive with costs
out-weighing potential benefits.
The Nomination Committee Charter is included in the Corporate Governance
section of the Company’s website.
The qualifications, experience and attendance of the members of the
Remuneration and Nomination Committee are disclosed in the Company’s
Directors’ Report (contained in the 2021 Annual Report).

==> picture [121 x 20] intentionally omitted <==

Principle ASX Recommendation Conform Disclosure Disclosure Disclosure Disclosure
(Y/N)
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.
Y Collectively, the Board has an extensive range of commercial skills and other
relevant experience which are vital for the effective management of the
business. Board members, including one who is also a director of other ASX-
listed companies, together have a combination of experience in the following
business areas:
commercial;
business development;
corporate governance;
risk management;
regulatory framework;
engineering;
legal;
corporate strategy;
investor relations;
accounting;
capital raising & financing;
leadership.
2.3 A listed entity should disclose:
a) the names of the directors considered by the board to
be independent;
b) if a director has an interest, position 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 or
relationship in question and an explanation of why the
board is of that opinion; and
c) the length of service of each director.
Y As at 30 June 2021 the Board consisted of: Date
appointed
01/09/2020
26/08/2010
14/04/2010
26/08/2010
Name Role Independent Date
appointed
Martin Brydon Non-Executive
Chair
Yes 01/09/2020
Phil Harcourt Managing
Director
No 26/08/2010
Gavin Miller Non-Executive
Director
No 14/04/2010
Chris Oates Executive
Director
No 26/08/2010
2.4 A majority of the board of a listed entity should be
independent directors.
N Refer 2.3. The Board is not comprised of a majority of independent directors.
The current Board composition comprises an independent Non-Executive
Chairman, and three non-independent Directors. Given all the circumstances
attendant upon the Company (including its objectives, the nature and extent of
its actual and proposed operations, its capital base and other resources, the
costs associated with a board comprised of more than the current number and
the need for a board comprised of persons with a blend and diversity of traits,
skills, gender, experience, expertise, entrepreneurialism, innovation, tenacity,
vision and dedication in order to enliven the prospects of creating value for
shareholders) it is thought by the Board that to appoint further directors (whose
perceived independence is beyond doubt) or to procure the departure of one of
the existing directors, is unnecessary. The composition of the Board is
considered appropriate at this time because it will ensure continuity in relation
to the Company’s business and affairs. The composition of the Board will be
reviewed annually.

==> picture [121 x 20] intentionally omitted <==

Principle ASX Recommendation Conform Disclosure
(Y/N)
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.
Y Martin Brydon, who was appointed as Chair in September 2020, is an
independent Non-Executive Director. He does not perform the role of CEO of
the Company (which position is currently held by Phil Harcourt).
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.
Y Induction and professional development form part of the responsibilities of the
Nomination Committee as noted in the Nomination Committee Charter, which
is included in the Corporate Governance section of the Company’s website.
Induction documents are provided with a written engagement letter and the
Company Secretary is available to assist with the process of new Directors
familiarising themselves with the Company. Professional development
requirements are addressed periodically by the Board on at least an annual
basis.
Principle 3: Act ethically and responsibly
3.1 A listed entity should articulate and disclose its values. Y The Company has formulated Core Values and a Code of Conduct which all
employees and directors are expected, at a minimum, to follow. The Core
Values and Code of Conduct are included in the Corporate Governance section
of the Company’s website.
3.2 A listed entity should:
a) have and disclose a code of conduct for its directors,
senior executives and employees; and
b) ensure that the board or a committee of the board is
informed of any material breaches of that code.
Y The Company has formulated a Code of Conduct which all employees and
directors are expected, at a minimum, to follow. The Code is included in the
Corporate Governance section of the Company’s website.
The Code of Conduct states that any breach of the Code is to be reported
directly to the Managing Director, Chair or Report and Investigation Officer, as
appropriate, with any material breach to be reported to the full Board.
3.3 A listed entity should:
a) have and disclose a whistleblower policy; and
b) ensure that the board or a committee of the board is
informed of any material incidents reported under that
policy
Y
N
The Company has formulated a Whistleblower Policy, which is included in the
Corporate Governance section of the Company’s website. The Company
Secretary is responsible for carrying out the processes under the policy.
3.4 A listed entity should:
a) have and disclose an anti-bribery and corruption policy;
and
b) ensure that the board or a committee of the board is
informed of any material breaches of that policy
Y The Company has established an Anti-bribery and Corruption (ABC) Policy
which is disclosed on the Company’s website. It is a provision of the ABC Policy
that the Board be informed of any material breaches of that policy.

==> picture [121 x 20] intentionally omitted <==

Principle ASX Recommendation Conform Disclosure
(Y/N)
Principle 4: Safeguard integrity in financial 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 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.
N
N
Y
Y
Y
The function of the audit committee falls to the Audit and Risk Committee which
is comprised of the full board with Byron Keegan (Commercial Manager) and
Paul Ryan (Chief Financial Officer) participating for risk matters. Mr Miller is the
chair of the audit committee.
The composition of the Audit and Risk Committee is considered to be
appropriate given the Company’s current circumstances. However, the Audit
Committee structure will be reviewed over time and as the composition of the
Board develops.
The Audit Committee Charter is included in the Corporate Governance section
of the Company’s website.
The qualifications, experience and attendance of the members of the Audit and
Risk Committee are disclosed in the Company’s Directors’ Report (contained
in the 2021 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.
Y Prior to approving the Company’s financial statements the Board receives from
the Managing Director and the Chief Financial Officer a declaration that, in their
opinion, the financial records of the Company for the relevant financial period
have been properly maintained and that the financial statements for the relevant
financial period comply with the appropriate accounting standards and give a
true and fair view of the financial position and performance of the Company and
the consolidated 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.
Y The Company has established a Policy on Continuous Disclosure and Market
Communications which is disclosed on the Company’s website. This policy
details the verification process for periodic corporate reports that are not
reviewed or audited by the Company’s external auditor.

==> picture [121 x 20] intentionally omitted <==

Principle ASX Recommendation Conform Disclosure
(Y/N)
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
listing rule 3.1.
Y The Company has established written policies and procedures for complying
with its continuous disclosure obligations under the ASX Listing Rules. The
Company’s Policy on Continuous Disclosure and Market Communications is
disclosed on the Company’s website.
5.2 A listed entity should ensure that its board receives copies
of all material market announcements promptly after they
have been made.
Y The Company has established a Policy on Continuous Disclosure and Market
Communications which is disclosed on the Company’s website. This policy
states that all material market announcements are promptly provided to
directors.
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.
Y The Company has established a Policy on Continuous Disclosure and Market
Communications which is disclosed on the Company’s website. This policy
requires the investor presentation to be available on the Company website and
released to the market.
Principle 6: Respect the rights of shareholders
6.1 A listed entity should provide information about itself and its
governance to investors via its website.
Y The Company’s website, www.duratec.com.au, provides information about the
Company, its projects, its Board and management and governance. It is a
platform to disclose official ASX releases of material information and periodic
reports, press releases, notices and presentations as well as a mechanism for
shareholders to contact the Company via email.
6.2 A listed entity should have an investor relations program
that facilitates effective two-way communication with
investors.
Y The Company has designed and implemented an investor relations program to
facilitate effective two-way communication with investors. The program is set
out in the Company’s Continuous Disclosure and Market Communications
Policy which is available on the Company’s website.
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.
Y The Company has in place a Shareholder Communication and Investor
Relations Policy which outlines the policies and processes that it has in place
to facilitate and encourage participation at meetings of shareholders.
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.
Y In accordance with ASX guidance, all Listing Rule resolutions and all
substantive resolutions 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.
Y Shareholders are provided the option to receive communications from, and
send communications to, the Company and its share registry electronically.
The Company’s contact email address ([email protected]) is published on
the website. The website also provides a “contact us” facility and a link to the
share registry’s website from which shareholders can download a range of
relevant forms. Shareholders can register with the share registry to access
their personal information and shareholding details via the internet.

==> picture [121 x 20] intentionally omitted <==

Principle ASX Recommendation Conform Disclosure
(Y/N)
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.
N
N
Y
Y
Y
The function of risk management falls to the Audit and Risk Committee and is
comprised of the full board with Byron Keegan (Commercial Manager) and Paul
Ryan (Chief Financial Officer) participating for risk matters. Mr Miller is the chair
of the risk committee. Its membership does not currently comprise only Non-
Executive Directors or a majority of independent Directors. The composition of
the Committee is considered to be appropriate given the Company’s current
circumstances. However, the Risk Management Committee structure will be
reviewed over time and as the composition of the Board develops.
The Risk Management Committee Charter is included in the corporate
governance section on the Company’s website.
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.
Y The Audit and Risk Committee intends to review the Company’s risk
management framework on a six-monthly basis to satisfy itself that it continues
to be sound, to determine whether there have been any changes in the material
business risks the Company faces and to ensure that the Company is operating
within the risk appetite set by the Board.
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.
Y The Company does not have an internal audit function. The Audit and Risk
Committee is tasked with overseeing the evaluation and improvement of the
effectiveness of the Company’s risk management and internal control
processes. The Audit and Risk Committee reviews the Company's policies and
procedures to assess, monitor and manage financial risks; liaises with
management and the external auditors; and monitors the management of
material business risks through interaction with management and the Audit and
Risk Committee. Periodically management may commission external
consultants to perform diagnostics and reviews of internal controls and IT
maturity and cyber security.

==> picture [121 x 20] intentionally omitted <==

Principle ASX Recommendation Conform Disclosure
(Y/N)
7.4 A listed entity should disclose whether it has any material
exposure to environmental or social risks and, if it does,
how it manages or intends to manage those risks.
Y Duratec is committed to maintaining a strong and mature health and safety,
environment and community culture.
We ensure that procedures and resources are in place to assess risks, identify
hazards and implement practical means of controlling hazards and preventing
harm.
The Company’s operations are subject to a variety of risks that have the
potential to have a material impact on the environmental and social
sustainability of its business. These risks include, but are not limited to:
Environmental sustainability risks
We recognise our projects can create a large environmental footprint and are
conscious of our responsibility to respect, protect and enhance our environment
as our responsible actions will benefit future generations.
The Company strives to conduct its activities to the highest standard of
environmental obligation, including compliance with all environmental laws. In
achieving its aim of maintaining stable functioning ecosystems in the environs
of its activities, the Company uses careful design; creation of biodiversity
offsets; progressive rehabilitation; and rigorous monitoring, management and
report plans.
Social sustainability risks
Our culture of encouraging people to “have a go” and rewarding them is well
recognised. We value our people highly and believe it’s important that our
employees feel part of a team – a team that looks out for each other and works
hard together to deliver a high level of performance for our clients.

==> picture [121 x 20] intentionally omitted <==

Principle ASX Recommendation Conform Disclosure
(Y/N)
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 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.
N
Y
Y
Y
Y
The Company has established a Remuneration and Nomination Committee
comprised of the full board. Mr Brydon is the chair of this committee.
Its membership does not currently comprise a majority of independent
Directors. The composition of this committee is considered appropriate given
the Company’s current circumstances. However, the Remuneration and
Nomination Committee structure will be reviewed over time and as the
composition of the Company's Board develops.
The Remuneration Committee Charter is included in the corporate governance
section on the Company’s website.
The qualifications, experience and attendance of the members of the
Remuneration Committee are disclosed in the Company’s Directors’ Report
(contained in the 2021 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.
Y Details of the Company’s policies and practices regarding the remuneration of
Directors and other senior management is set out in the Remuneration Report
as disclosed in the Company’s Directors’ Report (contained in the 2021 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.
Y The Company’s Securities Trading Policy as disclosed on the Company’s
website includes a provision prohibiting participants entering into transactions
or arrangements which limit the economic risk of participating in unvested
entitlements under any equity based remuneration plans.

==> picture [121 x 20] intentionally omitted <==

Principle ASX Recommendation Conform Disclosure
(Y/N)
Additional recommendations that apply only in certain cases
9.1 A listed entity with a director who does not speak the
language in which board or security holder meetings are
held or key 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.
N/A N/A
9.2 A listed entity established outside Australia should ensure
that meetings of security holders are held at a reasonable
place and time
N/A N/A
9.3 A listed entity established outside Australia, and an
externally managed 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
N/A N/A

Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Duratec Limited

ABN/ARBN
94 141 614 075
Financial year ended:
94 141 614 075 30 June 2021

Our corporate governance statement[1] for the period above can be found at:[2]

Attached to this Appendix 4G after the Annexure This URL on our www.duratec.com.au/investors/corporate-governance/ website:

The Corporate Governance Statement is accurate and up to date as at 27 August 2021 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.[3]

Date: 30 August 2021 Name of authorised officer Dennis Wilkins authorising lodgement: Company Secretary

1 “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.

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 Listing Rule 4.10.3.

Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3.

The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately.

2 Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.

3 Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection. See notes 4 and 5 below for further instructions on how to complete this form.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Page 1

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

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin fullfor the wholeof 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:5
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should have and disclose a board charter setting
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.

and we have disclosed a copy of our board charter at:
www.duratec.com.au/investors/corporate-governance/

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable
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.

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable
1.3 A listed entity should have a written agreement with each director
and senior executive setting out the terms of their appointment.

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable
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.

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable

4 Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with “ insert location ” underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate governance/charters/”).

5 If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

Page 2

ASX Listing Rules Appendix 4G (current at 17/7/2020)

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,4we have followed the
recommendationin fullfor the wholeof 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:5
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.

and we have disclosed a copy of our diversity policy at:
www.duratec.com.au/investors/corporate-governance/
and we have disclosed the information referred to in paragraph (c)
at:
our Corporate Governance Statement
and if we were included in the S&P / ASX 300 Index at the
commencement of the reporting period our measurable objective for
achieving gender diversity in the composition of its board of not less
than 30% of its directors of each gender within a specified period.

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable
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.

and we have disclosed the evaluation process referred to in
paragraph (a) at:
www.duratec.com.au/investors/corporate-governance/ and in our
Corporate Governance Statement
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process at:
our Corporate Governance Statement

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable

Page 3

ASX Listing Rules Appendix 4G (current at 17/7/2020)

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,4we have followed the
recommendationin fullfor the wholeof 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:5
1.7 A listed entity should:
(a)
have and disclose a process for evaluating the performance
of its senior executives at least once every reporting period;
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.

and we have disclosed the evaluation process referred to in
paragraph (a) at:
www.duratec.com.au/investors/corporate-governance/ and in our
Corporate Governance Statement
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process at:
our Corporate Governance Statement

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable

Page 4

ASX Listing Rules Appendix 4G (current at 17/7/2020)

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,4we have followed the
recommendationin fullfor the wholeof 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:5
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND 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 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.

[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
www.duratec.com.au/investors/corporate-governance/
and the information referred to in paragraphs (4) and (5) at:
the Company’s 2021 Annual Report at
www.duratec.com.au/investors/financial-reports-presentations/
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have a nomination
committee and the processes we employ 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 at:
……………………………………………………………………………..
[insert location]

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable
2.2 A listed entity should have and disclose a board skills matrix
setting out the mix of skills that the board currently has or is
looking to achieve in its membership.

and we have disclosed our board skills matrix at:
our Corporate Governance Statement

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable
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, affiliation 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 or relationship in question and an explanation of
why the board is of that opinion; and
(c)
the length of service of each director.

and we have disclosed the names of the directors considered by the
board to be independent directors at:
our Corporate Governance Statement
and, where applicable, the information referred to in paragraph (b)
at:
our Corporate Governance Statement
and the length of service of each director at:
our Corporate Governance Statement and the Company’s 2021
Annual Report at www.duratec.com.au/investors/financial-reports-
presentations/

set out in our Corporate Governance Statement

Page 5

ASX Listing Rules Appendix 4G (current at 17/7/2020)

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,4we have followed the
recommendationin fullfor the wholeof 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:5
2.4 A majority of the board of a listed entity should be independent
directors.

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable
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.

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable
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.

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable
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:
www.duratec.com.au/investors/corporate-governance/

set out in our Corporate Governance Statement
3.2 A listed entity should:
(a)
have and disclose a code of conduct for its directors,
senior executives and employees; and
(b)
ensure that the board or a committee of the board is
informed of any material breaches of that code.

and we have disclosed our code of conduct at:
www.duratec.com.au/investors/corporate-governance/

set out in our Corporate Governance Statement
3.3 A listed entity should:
(a)
have and disclose a whistleblower policy; and
(b)
ensure that the board or a committee of the board is
informed of any material incidents reported under that
policy.

and we have disclosed our whistleblower policy at:
www.duratec.com.au/investors/corporate-governance/

set out in our Corporate Governance Statement
3.4 A listed entity should:
(a)
have and disclose an anti-bribery and corruption policy;
and
(b)
ensure that the board or committee of the board is
informed of any material breaches of that policy.

and we have disclosed our anti-bribery and corruption policy at:
www.duratec.com.au/investors/corporate-governance/

set out in our Corporate Governance Statement

Page 6

ASX Listing Rules Appendix 4G (current at 17/7/2020)

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,4we have followed the
recommendationin fullfor the wholeof 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:5
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
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 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.

[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
www.duratec.com.au/investors/corporate-governance/
and the information referred to in paragraphs (4) and (5) at:
the Company’s 2021 Annual Report at
www.duratec.com.au/investors/financial-reports-presentations/
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have an audit
committee and the processes we employ that independently verify
and safeguard the integrity of our corporate reporting, including the
processes for the appointment and removal of the external auditor
and the rotation of the audit engagement partner at:
……………………………………………………………………………..
[insert location]

set out in our Corporate Governance Statement
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.

set out in our Corporate Governance Statement
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.

set out in our Corporate Governance Statement

Page 7

ASX Listing Rules Appendix 4G (current at 17/7/2020)

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,4we have followed the
recommendationin fullfor the wholeof 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:5
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
listing rule 3.1.

and we have disclosed our continuous disclosure compliance policy
at:
www.duratec.com.au/investors/corporate-governance/

set out in our Corporate Governance Statement
5.2 A listed entity should ensure that its board receives copies of all
material market announcements promptly after they have been
made.

set out in our Corporate Governance Statement
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.

set out in our Corporate Governance Statement
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:
www.duratec.com.au

set out in our Corporate Governance Statement
6.2 A listed entity should have an investor relations program that
facilitates effective two-way communication with investors.

set out in our Corporate Governance Statement
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:
www.duratec.com.au/investors/corporate-governance/ and in our
Corporate Governance Statement

set out in our Corporate Governance Statement
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.

set out in our Corporate Governance Statement
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.

set out in our Corporate Governance Statement

Page 8

ASX Listing Rules Appendix 4G (current at 17/7/2020)

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,4we have followed the
recommendationin fullfor the wholeof 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:5
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.

[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
www.duratec.com.au/investors/corporate-governance/
and the information referred to in paragraphs (4) and (5) at:
the Company’s 2021 Annual Report at
www.duratec.com.au/investors/financial-reports-presentations/
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have a risk committee
or committees that satisfy (a) and the processes we employ for
overseeing our risk management framework at:
……………………………………………………………………………..
[insert location]

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

set out in our Corporate Governance Statement

Page 9

ASX Listing Rules Appendix 4G (current at 17/7/2020)

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,4we have followed the
recommendationin fullfor the wholeof 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:5
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.

[If the entity complies with paragraph (a):]
and we have disclosed how our internal audit function is structured
and what role it performs at:
……………………………………………………………………………..
[insert location]
[If the entity complies with paragraph (b):]
and 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 Corporate Governance Statement

set out in our Corporate Governance Statement
7.4 A listed entity should disclose whether it has any material
exposure to environmental or social risks and, if it does, how it
manages or intends to manage those risks.

and we have disclosed whether we have any material exposure to
environmental and social risks at:
our Corporate Governance Statement
and, if we do, how we manage or intend to manage those risks at:
our Corporate Governance Statement

set out in our Corporate Governance Statement

Page 10

ASX Listing Rules Appendix 4G (current at 17/7/2020)

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,4we have followed the
recommendationin fullfor the wholeof 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:5
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 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.

[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
www.duratec.com.au/investors/corporate-governance/
and the information referred to in paragraphs (4) and (5) at:
the Company’s 2021 Annual Report at
www.duratec.com.au/investors/financial-reports-presentations/
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have a remuneration
committee and the processes we employ for setting the level and
composition of remuneration for directors and senior executives and
ensuring that such remuneration is appropriate and not excessive:
……………………………………………………………………………..
[insert location]

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable
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.

and we have disclosed separately our remuneration policies and
practices regarding the remuneration of non-executive directors and
the remuneration of executive directors and other senior executives
at:
the Company’s 2021 Annual Report at
www.duratec.com.au/investors/financial-reports-presentations/

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable
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.

and we have disclosed our policy on this issue or a summary of it at:
www.duratec.com.au/investors/corporate-governance/

set out in our Corporate Governance StatementOR

we do not have an equity-based remuneration scheme and
this recommendation is therefore not applicableOR

we are an externally managed entity and this recommendation
is therefore not applicable

Page 11

ASX Listing Rules Appendix 4G (current at 17/7/2020)

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,4we have followed the
recommendationin fullfor the wholeof 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:5
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1 A listed entity with a director who does not speak the language
in which board or security holder meetings are held or key
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.

and we have disclosed information about the processes in place at:
……………………………………………………………………………..
[insert location]

set out in our Corporate Governance Statement OR

we do not have a director in this position and this
recommendation is therefore not applicable OR

we are an externally managed entity and this recommendation
is therefore not applicable
9.2 A listed entity established outside Australia should ensure that
meetings of security holders are held at a reasonable place and
time.

set out in our Corporate Governance StatementOR

we are established in Australia and this recommendation is
therefore not applicable OR

we are an externally managed entity and this recommendation
is therefore not applicable
9.3 A listed entity established outside Australia, and an externally
managed 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.

set out in our Corporate Governance StatementOR

we are established in Australia and not an externally managed
listed entity and this recommendation is therefore not
applicable

we are an externally managed entity that does not hold an
AGM and this recommendation is therefore not applicable
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
- Alternative to Recommendation 1.1 for externally managed
listed entities:
The responsible entity of an externally managed listed entity
should disclose:
(a)
the arrangements between the responsible entity and the
listed entity for managing the affairs of the listed entity;
and
(b)
the role and responsibility of the board of the responsible
entity for overseeing those arrangements.

and we have disclosed the information referred to in paragraphs (a)
and (b) at:
……………………………………………………………………………..
[insert location]

set out in our Corporate Governance Statement

Page 12

ASX Listing Rules Appendix 4G (current at 17/7/2020)

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,4we have followed the
recommendationin fullfor the wholeof 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:5
- Alternative to Recommendations 8.1, 8.2 and 8.3 for externally
managed listed entities:
An externally managed listed entity should clearly disclose the
terms governing the remuneration of the manager.

and we have disclosed the terms governing our remuneration as
manager of the entity at:
……………………………………………………………………………..
[insert location]

set out in our Corporate Governance Statement

Page 13

ASX Listing Rules Appendix 4G (current at 17/7/2020)