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EMU NL — Governance Information 2023
Sep 28, 2023
64851_rns_2023-09-28_3f3b6654-c4b1-4031-b410-c39a54c8d5e5.pdf
Governance Information
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Rules 4.7.3 and 4.10.3
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
Name of entity
EMU NL
ABN/ARBN Financial year ended: 50 127 291 927 30 June 2023
Our corporate governance statement[1] for the period above can be found at:[2]
These pages of our ☐ annual report: This URL on our www.emunl.com.au ☒ website:
The Corporate Governance Statement is accurate and up to date as at 28 September 2023 and has been approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located.[3]
Date: 29 September 2023 Name of authorised officer Peter Thomas authorising lodgement: Non-Executive Chairman
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
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Corporate Governance Council recommendation Where a box below is crossed, [4] we have followed the Where a box below is crossed, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should have and disclose a board charter setting ☒ ☐ set out in our Corporate Governance Statement OR
out:
and we have disclosed a copy of our board charter at: ☐ we are an externally managed entity and this recommendation
(a) the respective roles and responsibilities of its board and www.emunl.com.au is therefore not applicable
management; and [ insert location ]
(b) those matters expressly reserved to the board and those
delegated to management.
1.2 A listed entity should: ☒ ☐ set out in our Corporate Governance Statement OR
(a) undertake appropriate checks before appointing a director or ☐ we are an externally managed entity and this recommendation
senior executive or putting someone forward for election as is therefore not applicable
a director; and
(b) provide security holders with all material information in its
possession relevant to a decision on whether or not to elect
or re-elect a director.
1.3 A listed entity should have a written agreement with each director ☒ ☐ set out in our Corporate Governance Statement OR
and senior executive setting out the terms of their appointment.
☐ 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 ☒ ☐ set out in our Corporate Governance Statement OR
directly to the board, through the chair, on all matters to do with
☐ we are an externally managed entity and this recommendation
the proper functioning of the board.
is therefore not applicable
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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
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation Where a box below is crossed,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is crossed, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
Corporate Governance Council recommendation Where a box below is crossed,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is crossed, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
Corporate Governance Council recommendation Where a box below is crossed,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is crossed, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
Corporate Governance Council recommendation Where a box below is crossed,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is crossed, 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: …………………………………………………………………………….. [insert location] and we have disclosed the information referred to in paragraph (c) at: …………………………………………………………………………….. [insert location] 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 |
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| 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.emunl.com.au [insert location] and whether a performance evaluation was undertaken for the reporting period in accordance with that process at: www.emunl.com.au [insert location] |
☒set out in our Corporate Governance StatementOR ☐we are an externally managed entity and this recommendation is therefore not applicable |
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ASX Listing Rules Appendix 4G
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
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Corporate Governance Council recommendation Where a box below is crossed, [4] we have followed the Where a box below is crossed, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
1.7 A listed entity should: ☐ ☒ set out in our Corporate Governance Statement OR
(a) have and disclose a process for evaluating the performance and we have disclosed the evaluation process referred to in ☐ we are an externally managed entity and this recommendation
of its senior executives at least once every reporting period; paragraph (a) at: is therefore not applicable
and
www.emunl.com.au .
(b) disclose for each reporting period whether a performance [ insert location ]
evaluation has been undertaken in accordance with that
and whether a performance evaluation was undertaken for the
process during or in respect of that period.
reporting period in accordance with that process at:
www.emunl.com.au .
[ insert location ]
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ASX Listing Rules Appendix 4G
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
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Corporate Governance Council recommendation Where a box below is crossed, [4] we have followed the Where a box below is crossed, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1 The board of a listed entity should: ☐ ☒ set out in our Corporate Governance Statement OR
(a) have a nomination committee which: [ If the entity complies with paragraph (a): ] ☐ we are an externally managed entity and this recommendation
(1) has at least three members, a majority of whom are is therefore not applicable
and we have disclosed a copy of the charter of the committee at:
independent directors; and
(2) is chaired by an independent director, …………………………………………………………………………….. [ insert location ]
and disclose:
and the information referred to in paragraphs (4) and (5) at:
(3) the charter of the committee; ……………………………………………………………………………..
(4) the members of the committee; and [ insert location ]
(5) as at the end of each reporting period, the number [ If the entity complies with paragraph (b): ]
of times the committee met throughout the period and we have disclosed the fact that we do not have a nomination
and the individual attendances of the members at
committee and the processes we employ to address board
those meetings; or
succession issues and to ensure that the board has the appropriate
(b) if it does not have a nomination committee, disclose that balance of skills, knowledge, experience, independence and
fact and the processes it employs to address board diversity to enable it to discharge its duties and responsibilities
succession issues and to ensure that the board has the effectively at:
appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its …………………………………………………………………………….. [ insert location ]
duties and responsibilities effectively.
2.2 A listed entity should have and disclose a board skills matrix ☒ ☐ set out in our Corporate Governance Statement OR
setting out the mix of skills that the board currently has or is
and we have disclosed our board skills matrix at: ☐ we are an externally managed entity and this recommendation
looking to achieve in its membership.
www.emunl.com.au is therefore not applicable
[ insert location ]
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ASX Listing Rules Appendix 4G
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
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Corporate Governance Council recommendation Where a box below is crossed, [4] we have followed the Where a box below is crossed, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
2.3 A listed entity should disclose: ☒ ☐ set out in our Corporate Governance Statement
(a) the names of the directors considered by the board to be
and we have disclosed the names of the directors considered by the
independent directors;
board to be independent directors at:
(b) if a director has an interest, position, affiliation or www.emunl.com.au
relationship of the type described in Box 2.3 but the board [ insert location ]
is of the opinion that it does not compromise the
and, where applicable, the information referred to in paragraph (b)
independence of the director, the nature of the interest,
at:
position or relationship in question and an explanation of
why the board is of that opinion; and www.emunl.com.au
[ insert location ]
(c) the length of service of each director.
and the length of service of each director at:
www.emunl.com.au
[ insert location ]
2.4 A majority of the board of a listed entity should be independent ☒ ☐ set out in our Corporate Governance Statement OR
directors.
☐ 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 ☒ ☐ set out in our Corporate Governance Statement OR
independent director and, in particular, should not be the same
☐ we are an externally managed entity and this recommendation
person as the CEO of the entity.
is therefore not applicable
2.6 A listed entity should have a program for inducting new ☒ ☐ set out in our Corporate Governance Statement OR
directors and for periodically reviewing whether there is a need
☐ we are an externally managed entity and this recommendation
for existing directors to undertake professional development to
is therefore not applicable
maintain the skills and knowledge needed to perform their role
as directors effectively.
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ASX Listing Rules Appendix 4G
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
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Corporate Governance Council recommendation Where a box below is crossed, [4] we have followed the Where a box below is crossed, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1 A listed entity should articulate and disclose its values. ☒ ☐ set out in our Corporate Governance Statement
and we have disclosed our values at:
www.emunl.com.au
[ insert location ]
3.2 A listed entity should: ☒ ☐ set out in our Corporate Governance Statement
(a) have and disclose a code of conduct for its directors, and we have disclosed our code of conduct at:
senior executives and employees; and
www.emunl.com.au
(b) ensure that the board or a committee of the board is [ insert location ]
informed of any material breaches of that code.
3.3 A listed entity should: ☒ ☐ set out in our Corporate Governance Statement
(a) have and disclose a whistleblower policy; and
and we have disclosed our whistleblower policy at:
(b) ensure that the board or a committee of the board is www.emunl.com.au
informed of any material incidents reported under that [ insert location ]
policy.
3.4 A listed entity should: ☒ ☐ set out in our Corporate Governance Statement
(a) have and disclose an anti-bribery and corruption policy;
and we have disclosed our anti-bribery and corruption policy at:
and
www.emunl.com.au
(b) ensure that the board or committee of the board is [ insert location ]
informed of any material breaches of that policy.
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ASX Listing Rules Appendix 4G
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
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Corporate Governance Council recommendation Where a box below is crossed, [4] we have followed the Where a box below is crossed, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1 The board of a listed entity should: ☐ ☒ set out in our Corporate Governance Statement
(a) have an audit committee which:
[ If the entity complies with paragraph (a): ]
(1) has at least three members, all of whom are non-
and we have disclosed a copy of the charter of the committee at:
executive directors and a majority of whom are
independent directors; and ……………………………………………………………………………..
[ insert location ]
(2) is chaired by an independent director, who is not
the chair of the board, and the information referred to in paragraphs (4) and (5) at:
and disclose: ……………………………………………………………………………..
[ insert location ]
(3) the charter of the committee;
[ If the entity complies with paragraph (b): ]
(4) the relevant qualifications and experience of the
and we have disclosed the fact that we do not have an audit
members of the committee; and
committee and the processes we employ that independently verify
(5) in relation to each reporting period, the number of
and safeguard the integrity of our corporate reporting, including the
times the committee met throughout the period and
processes for the appointment and removal of the external auditor
the individual attendances of the members at those
and the rotation of the audit engagement partner at:
meetings; or
(b) if it does not have an audit committee, disclose that fact …………………………………………………………………………….. [ insert location ]
and the processes it employs that independently verify
and safeguard the integrity of its corporate reporting,
including the processes for the appointment and removal
of the external auditor and the rotation of the audit
engagement partner.
4.2 The board of a listed entity should, before it approves the ☒ ☐ set out in our Corporate Governance Statement
entity’s financial statements for a financial period, receive from
its CEO and CFO a declaration that, in their opinion, the
financial records of the entity have been properly maintained
and that the financial statements comply with the appropriate
accounting standards and give a true and fair view of the
financial position and performance of the entity and that the
opinion has been formed on the basis of a sound system of risk
management and internal control which is operating effectively.
4.3 A listed entity should disclose its process to verify the integrity ☒ ☐ set out in our Corporate Governance Statement
of any periodic corporate report it releases to the market that is
not audited or reviewed by an external auditor.
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ASX Listing Rules Appendix 4G
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
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Corporate Governance Council recommendation Where a box below is crossed, [4] we have followed the Where a box below is crossed, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should have and disclose a written policy for ☒ ☐ set out in our Corporate Governance Statement
complying with its continuous disclosure obligations under
and we have disclosed our continuous disclosure compliance policy
listing rule 3.1.
at:
www.emunl.com.au
[ insert location ]
5.2 A listed entity should ensure that its board receives copies of all ☒ ☐ set out in our Corporate Governance Statement
material market announcements promptly after they have been
made.
5.3 A listed entity that gives a new and substantive investor or ☒ ☐ set out in our Corporate Governance Statement
analyst presentation should release a copy of the presentation
materials on the ASX Market Announcements Platform ahead
of the presentation.
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about itself and its ☒ ☐ set out in our Corporate Governance Statement
governance to investors via its website.
and we have disclosed information about us and our governance on
our website at:
www.emunl.com.au
[ insert location ]
6.2 A listed entity should have an investor relations program that ☒ ☐ set out in our Corporate Governance Statement
facilitates effective two-way communication with investors.
6.3 A listed entity should disclose how it facilitates and encourages ☒ ☐ set out in our Corporate Governance Statement
participation at meetings of security holders.
and we have disclosed how we facilitate and encourage participation
at meetings of security holders at:
www.emunl.com.au
[ insert location ]
6.4 A listed entity should ensure that all substantive resolutions at a ☒ ☐ set out in our Corporate Governance Statement
meeting of security holders are decided by a poll rather than by
a show of hands.
6.5 A listed entity should give security holders the option to receive ☒ ☐ set out in our Corporate Governance Statement
communications from, and send communications to, the entity
and its security registry electronically.
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ASX Listing Rules Appendix 4G
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation Where a box below is crossed,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is crossed, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
Corporate Governance Council recommendation Where a box below is crossed,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is crossed, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
Corporate Governance Council recommendation Where a box below is crossed,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is crossed, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
Corporate Governance Council recommendation Where a box below is crossed,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is crossed, 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: …………………………………………………………………………….. [insert location] and the information referred to in paragraphs (4) and (5) at: …………………………………………………………………………….. [insert location] [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 |
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| 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: www.emunl.com.au [insert location] |
☐set out in our Corporate Governance Statement |
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ASX Listing Rules Appendix 4G
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
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Corporate Governance Council recommendation Where a box below is crossed, [4] we have followed the Where a box below is crossed, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
7.3 A listed entity should disclose: ☐ ☒ set out in our Corporate Governance Statement
(a) if it has an internal audit function, how the function is
[ If the entity complies with paragraph (a): ]
structured and what role it performs; or
and we have disclosed how our internal audit function is structured
(b) if it does not have an internal audit function, that fact and
and what role it performs at:
the processes it employs for evaluating and continually
improving the effectiveness of its governance, risk ……………………………………………………………………………..
[ insert location ]
management and internal control processes.
[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:
……………………………………………………………………………..
[ insert location ]
7.4 A listed entity should disclose whether it has any material ☒ ☐ set out in our Corporate Governance Statement
exposure to environmental or social risks and, if it does, how it
and we have disclosed whether we have any material exposure to
manages or intends to manage those risks.
environmental and social risks at:
www.emunl.com.au
[ insert location ]
and, if we do, how we manage or intend to manage those risks at:
www.emunl.com.au
[ insert location ]
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ASX Listing Rules Appendix 4G
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
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Corporate Governance Council recommendation Where a box below is crossed, [4] we have followed the Where a box below is crossed, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1 The board of a listed entity should: ☐ ☒ set out in our Corporate Governance Statement OR
(a) have a remuneration committee which: [ If the entity complies with paragraph (a): ] ☐ we are an externally managed entity and this recommendation
(1) has at least three members, a majority of whom are is therefore not applicable
and we have disclosed a copy of the charter of the committee at:
independent directors; and
(2) is chaired by an independent director, …………………………………………………………………………….. [ insert location ]
and disclose:
and the information referred to in paragraphs (4) and (5) at:
(3) the charter of the committee; ……………………………………………………………………………..
(4) the members of the committee; and [ insert location ]
(5) as at the end of each reporting period, the number [ If the entity complies with paragraph (b): ]
of times the committee met throughout the period and we have disclosed the fact that we do not have a remuneration
and the individual attendances of the members at
committee and the processes we employ for setting the level and
those meetings; or
composition of remuneration for directors and senior executives and
(b) if it does not have a remuneration committee, disclose ensuring that such remuneration is appropriate and not excessive:
that fact and the processes it employs for setting the level and composition of remuneration for directors and senior …………………………………………………………………………….. [ insert location ]
executives and ensuring that such remuneration is
appropriate and not excessive.
8.2 A listed entity should separately disclose its policies and ☒ ☐ set out in our Corporate Governance Statement OR
practices regarding the remuneration of non-executive directors
and the remuneration of executive directors and other senior and we have disclosed separately our remuneration policies and ☐ we are an externally managed entity and this recommendation
executives. practices regarding the remuneration of non-executive directors and is therefore not applicable
the remuneration of executive directors and other senior executives
at:
in the Directors’ Report as included in the 2023 Annual Report
[ insert location ]
8.3 A listed entity which has an equity-based remuneration scheme ☒ ☐ set out in our Corporate Governance Statement OR
should:
and we have disclosed our policy on this issue or a summary of it at: ☐ we do not have an equity-based remuneration scheme and
(a) have a policy on whether participants are permitted to www.emunl.com.au this recommendation is therefore not applicable OR
enter into transactions (whether through the use of
[ insert location ] ☐ we are an externally managed entity and this recommendation
derivatives or otherwise) which limit the economic risk of
is therefore not applicable
participating in the scheme; and
(b) disclose that policy or a summary of it.
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Page 12
ASX Listing Rules Appendix 4G
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation Where a box below is crossed,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is crossed, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
Corporate Governance Council recommendation Where a box below is crossed,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is crossed, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
Corporate Governance Council recommendation Where a box below is crossed,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is crossed, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
Corporate Governance Council recommendation Where a box below is crossed,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is crossed, 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 – N/A | |||
| 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 StatementOR ☒we do not have a director in this position and this recommendation is therefore not applicableOR ☐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 – N/A | |||
| - | 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 13
ASX Listing Rules Appendix 4G
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation Where a box below is crossed,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is crossed, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
Corporate Governance Council recommendation Where a box below is crossed,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is crossed, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
Corporate Governance Council recommendation Where a box below is crossed,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is crossed, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
Corporate Governance Council recommendation Where a box below is crossed,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is crossed, 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 14
ASX Listing Rules Appendix 4G
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CORPORATE GOVERNANCE STATEMENT 2023
The Board of Emu NL (“ 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 diligence, and 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 is committed to a high standard of corporate governance practices, and, subject to the “if not, why not” statement below, ensures that the Company complies with the Corporations Act 2001 (Cth), ASX Listing Rules, Company Constitution and other applicable laws and regulations.
Corporate Governance Compliance
The Company has followed the 4[th] edition of the ASX Corporate Governance Council’s Principles and Recommendations (“ Principles and Recommendations ”) which came into effect, insofar as it relates to this entity, in respect of the financial year ended 30 June 2023.
The Board has considered the recommendations to be an appropriate benchmark for its corporate governance practices.
If, 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 current as at 30 June 2023 and was affirmed by the Board on 26 September 2023.
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CORPORATE GOVERNANCE STATEMENT 2023 (CONT’D)
| Principle | ASX Recommendation | Conform | Disclosure |
|---|---|---|---|
| (Y/N) | |||
| Principle 1: | Lay solid foundations for management and oversight. A listed entity should clearly delineate the respective roles and responsibilities of its board and management and regularly review their performance. |
||
| 1.1 | A listed entity should have and disclose a board charter setting out: a) the respective roles and responsibilities of its board and managements; 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 & Policies Manual on 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 full Board undertakes the duties that fall to the nomination committee under the Company’s Nomination Committee Charter, which is included in the Corporate Governance & Policies Manual on 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 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. |
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| Principle | ASX Recommendation | Conform | Disclosure |
|---|---|---|---|
| (Y/N) | |||
| 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 & Policies Manual on 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 Executive Director has signed an executive service agreement (currently no director is an executive). Non-Executive Directors do not have employment contracts with the Company save to the extent that the Company's constating documents comprise the same. |
| 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 to the Board, through the Chairman, on all governance matters and reports directly to the Chairman as the representative of the Board. The Company Secretary has primary responsibility for ensuring that the Board processes and procedures run efficiently and effectively. Details are contained in Clause 4 of the Board Charter which is included in the Corporate Governance & Policies Manual on the Company’s website. |
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Principle ASX Recommendation Conform Disclosure
(Y/N)
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| Principle ASX Recommendation Conform (Y/N) Disclosure |
Principle ASX Recommendation Conform (Y/N) Disclosure |
Principle ASX Recommendation Conform (Y/N) Disclosure |
Principle ASX Recommendation Conform (Y/N) Disclosure |
|---|---|---|---|
| 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 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 and published under that Act. |
N | The Company has adopted a Diversity Policy which is included in the Corporate Governance & Policies Manual on 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 Company, due to its size and stage of development, does not think that it is appropriate to state measurable objectives for achieving gender diversity. The proportion of women employees in the whole organisation is zero% (excluding directors). There are currently no women in senior executive positions or on the Board. |
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| Principle | ASX Recommendation | Conform | Disclosure |
|---|---|---|---|
| (Y/N) | |||
| 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 the reporting period in accordance with that process during or in respect of that period. |
N | The Board Charter, which is included in the Corporate Governance & Policies Manual on 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. A Board performance review was not undertaken in FY 2023. |
| 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. |
N N |
Employee numbers during the FY 2023 were limited to 4. Given the limited employee numbers performance evaluation is a process undertaken informally on a daily basis. Staff matters (including performance) are often discussed at each board meeting and included in the management’s regular Operation Reports distributed to all Board members. |
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Principle ASX Recommendation Conform Disclosure
(Y/N)
Principle 2: Structure the board to add value
The board of a listed entity should be of an appropriate size,
and collectively have the skills, commitment and knowledge of
the entity and the industry in which it operates, to enable it to
discharge its duties effectively and to add value.
2.1 The board of a listed entity should: The Company does not currently have a nomination committee. The Board has decided that no
a) have a nomination committee which: N efficiencies will be achieved by establishing a separate nomination committee. The Board carries out the
1) has at least three members, a majority of whom are duties that would otherwise be undertaken by the nomination committee, in accordance with the
independent directors; and Nomination Committee Charter, which is included in the Corporate Governance & Policies Manual on the
2) is chaired by an independent director Company’s website.
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 bard succession Y
issues and to ensure that the board has the appropriate
balance of skills, knowledge, experience, independence and
diversity to enable it to discharge its duties and
responsibilities effectively.
2.2 A listed entity should have and disclose a board skills matrix Y Refer Appendix A – skills matrix.
setting out the mix of skills that the board currently has or is
looking to achieve in its membership.
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| Principle | ASX Recommendation | Conform | Disclosure | Disclosure | Disclosure | |
|---|---|---|---|---|---|---|
| (Y/N) | ||||||
| 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 (Factors relevant to addressing the independence of a director) 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 2023 the Board consisted of: | Date appointed August 2007 December 2012 November 2018 October 2019 |
||
| Name | Role | Independent | Date appointed | |||
| Peter Thomas |
Non-Executive Chairman |
Yes | August 2007 | |||
| Gavin Rutherford |
Non-Executive Director |
Yes | December 2012 | |||
| Terence Streeter |
Non-Executive Director |
Yes | November 2018 | |||
| Tim Staermose |
Non-Executive Director |
Yes | October 2019 | |||
| 2.4 | A majority of the board of a listed entity should be independent. | N | There are four Directors on the Board, none of whom are executive directors. Messrs Thomas, Rutherford, Streeter and Staermose consider themselves to be independent directors as they are not part of the management team and regard themselves as being free of any relationship (other than that of shareholder of the Company in Mr Rutherford’s and Mr Staermose’s case) that could materially interfere with the independent exercise of his judgement. 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. |
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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 Y The chair, who is considered to be independent, works quite closely with the management team. He
independent director, and in particular, should not be the same regards himself as being free of any relationship that could materially interfere with the independent
person as the CEO of the entity. exercise of his judgement. However, he acknowledges that it might be perceived that his role in the
formation and early development and promotion of the Company and its subsidiaries, his shareholding in
the Company and his remuneration as a Director compromises or materially interferes with his
independent exercise of judgement and ability to act in an entirely disinterested manner in all things. He
does not perform the role of CEO of the Company. As at 30 June 2023, the Company has an appointed
CEO and retains the services of a consultant who has experience in that role and with whom such a
formalised role has been negotiated.
2.6 A listed entity should have a program for inducting new directors Y Induction and professional development form part of the responsibilities of the Nomination Committee
and for periodically reviewing whether there is a need for as noted in the Nomination Committee Charter, which is included in the Corporate Governance & Policies
existing directors to undertake professional development to Manual on the Company’s website. Induction documents are provided with a written engagement letter
maintain the skills and knowledge needed to perform their role and the Company Secretary is available to assist with the process of new Directors familiarising
as directors effectively. themselves with the Company. Professional development requirements are addressed as circumstances
require.
Principle 3: Act ethically and responsibly
A listed entity should instil and continually reinforce a culture
across the organisation of acting lawfully, ethically and
responsible.
3.1 A listed entity should articulate and disclose its values. Y The Company has formulated a general Code of Conduct and a Code of Conduct for Directors and
Executives which all employees and directors are expected, at a minimum, to follow. The Codes are
included in the Corporate Governance & Policies Manual on the Company’s website.
3.2 A listed entity should: Y The Company has formulated a general Code of Conduct and a Code of Conduct for Directors and
a) have and disclose a code of conduct for its directors, senior Executives which all employees and directors are expected, at a minimum, to follow. The Codes are
executives and employees; and included in the Corporate Governance & Policies Manual on the Company’s website.
b) ensure that the board or a committee is informed of any
material breaches of that code.
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| Principle | ASX Recommendation | Conform | Disclosure |
|---|---|---|---|
| (Y/N) | |||
| 3.3 | A listed entity should: a) have and disclose a whistleblower policy; and b) ensure that the board or a committee is informed of any material incidents reported under that policy. |
Y | The Company has formulated a Whistleblower Policy for Directors and Executives which all employees and directors are expected, at a minimum, to follow. The Policy is included in the Corporate Governance & Policies Manual on the Company’s website. |
| 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 is informed of any material breaches of that policy. |
N | The Company has not formulated a separate Anti-Bribery and Corruption Policy but has formulated a general Code of Conduct and a Code of Conduct for Directors and Executives which all employees and directors are expected, at a minimum, to follow. The Codes are included in the Corporate Governance & Policies Manual on the Company’s website. |
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Principle ASX Recommendation Conform Disclosure
(Y/N)
Principle 4: Safeguard integrity in financial reporting
A listed entity should have appropriate processes to verify the
integrity of its corporate reports.
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| Principle ASX Recommendation Conform (Y/N) Disclosure |
Principle ASX Recommendation Conform (Y/N) Disclosure |
Principle ASX Recommendation Conform (Y/N) Disclosure |
Principle ASX Recommendation Conform (Y/N) Disclosure |
|---|---|---|---|
| Principle 4: Safeguard integrity in financial reporting A listed entity should have appropriate processes to verify the integrity of its 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. |
N N Y Y Y |
The Company has established an Audit Committee which is comprised of the full Board, all of whom are non-executive directors. The Audit Committee conducts its review processes in conjunction with other business being transacted at Board meetings from time to time. Sourcing alternative directors to strictly comply with this Principle is considered expensive with costs outweighing potential benefits. The chair of the committee is Peter Thomas, an independent director who is also chair of the Board. The Audit Committee Charter is included in the Corporate Governance & Policies Manual on the Company’s website. The qualifications, experience and attendance of the members of the Audit Committee are disclosed in the Company’s Directors’ Report (contained in the 2023 Annual Report). |
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Principle ASX Recommendation Conform Disclosure
(Y/N)
4.2 The board of a listed entity should, before it approves the Y Under the Company’s Risk Management Policy, which is included in the Corporate Governance & Policies
entity’s financial statements for a financial period, receive from Manual on the Company’s website, the acting CEO and CFO will provide a written declaration of assurance
its CEO and CFO a declaration that, in their opinion, the financial that in their opinion, the financial records of the Company for the relevant reporting period have been
records of the entity have been properly maintained and that the properly maintained, comply with appropriate accounting standards and give a true and fair view of the
financial statements comply with the appropriate accounting financial position and performance of the Company and has been formed on the basis of a sound system
standards and give a true and fair view of the financial position of risk management and internal control which is operating effectively.
and performance of the entity and that the opinion has been
formed on the basis of a sound system of risk management and
internal control which is operating effectively.
4.3 A listed entity should disclose its process to verify the integrity Y The Company takes all reasonable steps to ensure the all members of the Board have had an opportunity
of any periodic corporate report it releases to the market that is to review and make comment on the draft of each periodic ASX announcement before Its final approved
not audited or reviewed by an external auditor. release on the ASX Announcements Platform
Principle 5: Make timely and balanced disclosure
A listed entity should make timely and balanced disclosure of
all matters concerning it that a reasonable person would
expect to have a material effect on the price or value of its
securities.
5.1 A listed entity should 11ave and disclose a written policy for Y The Company has adopted a Continuous Disclosure Policy, which is included in the Corporate Governance
complying with its continuous disclosure obligations under the & Policies Manual on the Company’s website. The Policy is designed to guide compliance with ASX Listing
listing rule 3.1. Rules disclosure requirements, and to ensure all Directors, senior executives and employees of the
Company understand their responsibilities under the Policy.
5.2 A listed entity should ensure that its board receives copies of all Y The Company has arranged that all ASX releases are automatically emailed to every board member
material market announcements promptly after they have been directly by the ASX Announcements Platform.
made.
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Principle ASX Recommendation Conform Disclosure
(Y/N)
5.3 A listed entity that gives a new and substantive investor or Y The Company has adopted a Continuous Disclosure Policy, which is included in the Corporate Governance
analyst presentation should release a copy of the presentation & Policies Manual on the Company’s website. The Policy is designed to guide compliance with ASX Listing
materials on the ASX Market Announcements Platform ahead of Rules disclosure requirements, and to ensure all Directors, senior executives and employees of the
the presentation. Company understand their responsibilities under the Policy.
Principle 6: Respect the rights of shareholders
A listed entity should provide its security holders with
appropriate information and facilities to allow them to exercise
their rights as security holders effectively.
6.1 A listed entity should provide information about itself and its Y The Company has a Shareholder Communication Policy, which is included in the Corporate Governance
governance to investors via its website. & Policies Manual on the Company’s website.
The company website provides 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 Y Refer 6.1.
facilitates effective two-way communications with investors.
6.3 A listed entity should disclose how it facilitates and encourages Y The Company has a Shareholder Communication Policy, which is included in the Corporate Governance
participation at meetings of security holders. & Policies Manual on the Company’s website. The Policy specifically encourages full participation of
shareholders at the Annual General Meeting to ensure a high level of accountability and identification
with the Company’s strategy and goals and outlines the various ways in which the Company
communicates with shareholders.
6.4 A listed entity should ensure that all substantive resolutions at a Y COVID has impacted attendances at general meetings of shareholders, accordingly, until further notice,
meeting of security holders are decided by a poll rather than by all resolutions being considered at security holder meetings will be decided on a poll, rather than by a
a show of hands. show of hands.
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| Principle | ASX Recommendation | Conform | Disclosure |
|---|---|---|---|
| (Y/N) | |||
| 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 actively encouraged to register their electronic contact details with the Company’s share registrar to receive email notifications instead of regular mail. Further, the Company provides information through its website enabling security holders to email the Company. The share registrar also provides the ability to email the share registrar and to receive documents by email from the share registrar. |
| Principle 7: | Recognise and manage risk A listed entity should establish a sound risk management framework and periodically review the effective ness of that framework. |
||
| 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 Company has established a Risk Management Committee which is comprised of the full Board, all of whom are non-executive directors. Sourcing alternative directors to strictly comply with this Principle is considered expensive with costs outweighing potential benefits. The chair of the committee is Mr Thomas, an independent director who is also chair of the Board. The Risk Management Policy is included in the Corporate Governance & Policies Manual on the Company’s website. The qualifications, experience and attendance of the members of the Risk Committee are disclosed in the Company’s Directors’ Report (contained in the 2023 Annual Report). |
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| Principle | ASX Recommendation | Conform | Disclosure |
|---|---|---|---|
| (Y/N) | |||
| 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 Board determines the Company’s ‘risk profile’ and is responsible for overseeing and approving risk management strategy and policies, internal compliance and non-financial internal control. The Board has not formally (i.e., by a formally defined process) reviewed the Company’s risk profile during the 2023 financial year. However, this issue is regularly reviewed and specifically addressed at Board meetings and risk management culture is encouraged amongst employees and contractors. |
| 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, disclose that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes. |
N | The Company does not have an internal audit function. Under the Company’s Risk Management Policy, the responsibility for undertaking and assessing risk management and internal control effectiveness is assumed by the full Board. |
| 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 | The Company does not have any material exposure to these risks. Exploration risk dwarfs all other risks. As an exploration company rather than an economic producer there is no material exposure to economic sustainability risk. Certain financial risks are described in the notes to the 2023 financial statements. Whilst not materially exposed to social sustainability risk, the Company has an Environmental Policy, which is included in the Corporate Governance & Policies Manual on the Company’s website, to provide for the effective involvement of communities in decisions that affect them. |
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Principle ASX Recommendation Conform Disclosure
(Y/N)
Principle 8: Remunerate fairly and responsibly
A listed entity should pay director remuneration sufficient to
attract and retain high quality directors and design its
executive remuneration to attract, retain and motivate high
quality senior executives and to align their interest with the
creation of value for security holders and with the entity’s
values and risk appetite.
8.1 The board of a listed entity should: The Company has established a Remuneration Committee which is comprised of the full Board, all of
a) have a remuneration committee which: whom are non-executive directors. Sourcing alternative directors to strictly comply with this Principle is
1) has at least three members, a majority of whom are N considered expensive with costs out-weighing potential benefits. The chair of the committee is Mr
independent directors; and Thomas, an independent director who is also chair of the Board.
N
2) is chaired by an independent director, The Remuneration Committee Charter is included in the Corporate Governance & Policies Manual on the
and disclose: Company’s website.
Y
3) the charter of the committee; The qualifications, experience and attendance of the members of the Remuneration Committee are
4) the members of the committee; and Y disclosed in the Company’s Directors’ Report (contained in the 2023 Annual Report).
5) as at the end of each reporting period, the number of Y
times the committee met throughout the period and the
individual attendances of the members at those
meetings; or
b) if it does not have a remuneration committee, disclose that
fact and the processes it employs for setting the level and
composition of remuneration for directors and senior
executives and ensuring that such remuneration is
appropriate and not excessive.
8.2 A listed entity should separately disclose its policies and Y Details of the Company’s policies and practices regarding the remuneration of Directors and other senior
practices regarding the remuneration of non-executive directors management is set out in the Remuneration Report as disclosed in the Company’s Directors’ Report
and the remuneration of executive directors and other senior (contained in the 2023 Annual Report).
executives.
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Principle ASX Recommendation Conform Disclosure
(Y/N)
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| 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 specifically prevents employees engaging in margin lending or otherwise leveraging securities without the fully informed consent of the board. The Securities Trading Policy is included in the Corporate Governance & Policies Manual on the Company’s website. |
|---|---|---|---|
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