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DURATEC LIMITED — Governance Information 2021
Aug 29, 2021
64799_rns_2021-08-29_76569698-9795-4f91-a3eb-6207a17c3b29.pdf
Governance Information
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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.
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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. |
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| 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. |
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| 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). |
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| 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. |
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| 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. |
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| 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. |
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| 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. |
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| 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. |
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| 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. |
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| 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. |
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| 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)