Skip to main content

AI assistant

Sign in to chat with this filing

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

EPX LIMITED Governance Information 2021

Sep 27, 2021

64865_rns_2021-09-27_89192f14-a7ee-4fcb-a247-e1ef18d3f098.pdf

Governance Information

Open in viewer

Opens in your device viewer

==> picture [248 x 99] intentionally omitted <==

28 September 2021

2021 Corporate Governance Statement & Appendix 4G

EP&T Global Limited (ASX: EPX) provides the attached 2021 Corporate Governance Statement & Appendix 4G.

This announcement has been approved for release by the Chairman of the Board of Directors.

EP&T Global Limited ACN – 645 144 314 Suite 2, 407 Pacific Highway, Artarmon NSW 2064

Corporate Governance Statement

EP&T Global Limited ACN 645 144 314 (“ Company” )

==> picture [247 x 100] intentionally omitted <==

CORPORATE GOVERNANCE STATEMENT SEPTEMBER 2021

The Board of EP&T Global Limited ( EPX or Company ) is committed to conducting the business of the Company in an ethical manner and in accordance with principles of best practice in corporate governance. The Board is responsible for ensuring the existence of an effective corporate governance environment to safeguard the interests of the Company, its shareholders and other stakeholders.

This statement sets out the Company's current compliance with the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations: 4[th] edition ( Principles or Recommendations ), as at the date indicated. To the extent that they are relevant and appropriate to EPX’s present circumstances, the Company has adopted the Principles. This statement details where the Recommendations have not been followed, and the reasons.

All references to the Website are to the investor section of the company’s website, which can be accessed at https://eptglobal.com/investor-centre/

This statement was approved and adopted by the Company’s Board on 28 September 2021.

CORPORATE GOVERNANCE STATEMENT SEPTEMBER 2021

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: Yes The Board Charter details the roles and responsibilities of the Board and
management, including matters reserved for the Board. The Board Charter is
b) the respective roles and responsibilities of its board and included in the Investor Centre section of the Company’s website.
management; and
c) those matters expressly reserved to the board and those
delegated to management.
1.2 A listed entity should: Yes The Company has a combined Remuneration and Nomination Committee.
The duties that fall to the Remuneration and Nomination Committee under
a) undertake appropriate checks before appointing a director or the Company’s Remuneration and Nomination Committee Charter are
senior executive or putting someone forward for election as a included in the Investor Centre section of the Company’s website.
director; and
The Remuneration and Nomination Committee will undertake appropriate
b) provide security holders with all material information in its checks before appointing a director or senior executive or putting someone
possession relevant to a decision on whether or not to elect or forward for election as a director.
re-elect a Director.
The Board and the Remuneration and Nomination Committee are
responsible for the nomination, selection and appointment of new Directors.
The Remuneration and Nomination Committee is responsible for identifying
individuals who may be qualified to become Directors.
The Remuneration and Nomination Committee has regard to such factors it
considers appropriate, including judgement, skill, diversity, experience with
business and other organisations of a comparable size, the interplay of the
candidate’s experience with the experience of other Board members, the
extent to which the candidate would be a desirable addition to the Board
and any Board Committee, and the ASX Principles and Recommendations.
All material information relevant to whether or not to elect or re-elect a
director will be 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.
Principle ASX Recommendation ASX Recommendation Conform Disclosure Disclosure
(Y/N)
1.3 A listed entity should have a written agreement with each Director and
Yes
Each Non-Executive Director has signed a letter of appointment. Each
senior executive setting out the terms of their appointment. Executive Director has signed an executive service agreement. Each senior
executive has signed an employment agreement.
1.4 The company secretary of a listed entity should be accountable Yes The Company Secretary will be appointed and removed by the Board and be
directly to the board, through the chair, on all matters to do with the accountable directly to the Board, through the Chair, on all matters to do
proper functioning of the board. with the proper functioning of the Board and Board Committees
1.5 A listed entity should: No The Company has adopted a Diversity Policy which is included in the Investor
Centre section of the Company’s website.
a) have and disclose a diversity policy;
The Company is committed to providing and promoting a corporate culture
b) through its board or a committee of the board set measurable which embraces diversity and aims to do so via:
objectives for achieving gender diversity in the composition of its
board, senior executives and workforce generally; and a) promoting the principles of merit and fairness when making decisions
about recruitment, development, promotion, remuneration and
c) disclose in relation to each reporting period: flexible work arrangements;
1)the measurable objectives set for that period to achieve b) having an overall transparent process for the review and appointment
gender diversity; of Executive positions and Board members;
c) recruiting from a diverse pool of qualified candidates, where
2)the entity’s progress towards achieving those objectives; and appropriate engaging a professional search / recruitment firm,
advertising vacancies widely, making efforts to identify prospective
3)either: employees who have diversity attributes and ensuring diversity of
(i)
the respective proportions of men and women on the
members on the selection/interview panel when selecting and
board, in senior executive positions and across the
whole workforce (including how the entity has defined
appointing new employees (including senior executives) and new
Board members;
“senior executive” for these purposes); or d) embedding the importance of diversity within the Company’s culture
by encouraging and fostering a commitment to diversity by leaders at
(j)
if the entity is a “relevant employer” under the
all levels whilst recognising that diversity is the responsibility of all
Workplace Gender Equality Act, the entity’s most employees;
recent “Gender Equality Indicators”, as defined in and e) recognising that employees may have family responsibilities;
published under that Act.
f) reinforcing with our people that in order to have a properly functioning
and diverse workplace,discrimination,harassment,vilification and
Principle ASX Recommendation Conform Disclosure
(Y/N)
victimisation will not be tolerated within the Company; and
g)
continuing to review and develop policies and procedures to ensure
diversity within the organisation, including the adoption of specific key
performance indicators for senior executives from time to time to
measure the achievement of diversity objectives under the Company’s
Diversity Policy.
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.
Currently there are no females on the Board. The Remuneration and
Nominations Committee is considering growing the size of board in the near
future.
The Company’s senior executives monitor, review and report to the Board
(including via the Remuneration and Nomination Committee) on the
achievement of these metrics as well as progress under the Company’s
Diversity Policy more broadly, including any appropriate benchmarking
against other comparable businesses.
1.6 A listed entity should: Yes According to the Board Charter, the performance of the Board, its
Committees and individual Directors is reviewed formally on an annual basis
a) have and disclose a process for periodically evaluating the comparing their performance with the requirements of the Board Charter,
performance of the board, its committees and individual relevant Board Committee Charters and the reasonable expectations of
directors; and individual Directors.
b) disclose for each reporting period whether a performance The Committee Charters, themselves, require each Committee to perform an
evaluation has been undertaken in accordance with that process evaluation of its performance at least annually to determine whether it is
during or in respect of that period. functioning effectively by reference to current best practice.
As the Company was listed on ASX in May 2021 a formal review process was
not undertaken during the Reporting Period. The Company intends to
conduct such a review during the next full reporting period.
1.7 A listed entity should: Yes Each senior executive has a written service agreement that clearly sets out
their role and responsibilities and the Company’s expectations in terms of
a) have and disclose aprocess for evaluatingtheperformance of its theirperformance.
Principle ASX Recommendation ASX Recommendation Conform Disclosure
(Y/N)
senior executives at least once every reporting period; and The Executive Director and all senior executives will undergo a formal
performance review each year. As the Company was listed on ASX in May
b) Disclose for each reporting period whether a performance 2021, a formal review process was not undertaken during the Reporting
evaluation has been undertaken in accordance with that process Period.
during or in respect of that period.
The Company intends to conduct such a review during the next full reporting
period. On or around the commencement of each financial year, the Board
sets individual key performance indicators (KPIs) for Management and
approves individual KPIs for other Senior executives. At the end of the
financial year, the performance of the Executive Director and Chief Executive
Officer is reviewed by the Board and the Chief Executive Officer will review
the performance of each Executive.
Principle 2: Structure the board to add value
2.1 The board of a listed entity should: Yes The Company has established a combined Remuneration and Nomination
Committee which comprises independent non-executive directors. Jonathan
a) have a nomination committee which: Sweeney, Victor van Bommel and John Balassis are members of the
Remuneration and Nomination Committee and Jonathan Sweeney is the
1)has at least three members, a majority of whom are Chair, who is considered by the Board to be an independent director.
independent directors; and Jonathan Sweeney is the Chair of the Board.
2)is chaired by an independent director, and The Remuneration and Nomination Committee Charter is included in the
disclose: Investor Centre section of the Company’s website.
3)the charter of the committee;
The Company has disclosed the qualifications, experience and attendance at
4)the members of the committee; and committee meetings of the members of the Remuneration and Nomination
Committee in the Company’s Directors’ Report as part of the Annual Report.
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.
Principle
ASX Recommendation
Conform
(Y/N)
Disclosure Disclosure
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.
Yes
The Board, having regard to the current size of the Company and its current
strategies, has adopted a skills matrix setting out the mix of skills and
diversity that the Board is looking to achieve in its membership at this time.
The Company is committed to having a Board whose members have the
collective skills and diversity of experience to assist with decision making and
leading the Company for the benefit of securityholders. The Board
recognises the advantage of having a mix of relevant industry and
international professional expertise that will assist the Board to fulfil its
oversight role effectively as well as specialised skills.
The Board considers that each Director possesses these attributes.
The current Board skills matrix is set out below:
Skills & Experience
Number of Directors
Industryexperience
3
International operations experience
4
Accounting
2
Legal
2
Marketing/Sales
2
Governance
3
Risk management
2
Human resources
3
Strategydevelopment & implementation
4
Acquisitions and divestments
3
Corporate financing
3
Capital management
4
Technology
1
Executive experience - C Suite
4
Listed companyexperience
1
Skills & Experience Number of Directors
Industryexperience 3
International operations experience 4
Accounting 2
Legal 2
Marketing/Sales 2
Governance 3
Risk management 2
Human resources 3
Strategydevelopment & implementation 4
Acquisitions and divestments 3
Corporate financing 3
Capital management 4
Technology 1
Executive experience - C Suite 4
Listed companyexperience 1
Principle
ASX Recommendation
Conform
(Y/N)
Disclosure Disclosure Disclosure Disclosure
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.
Yes
At the date of this Statement, the Board comprises four directors. A majority
of the Board is comprised of independent non-executive Directors.
Name
Role
Independent
Date
appointed
Jonathan
Sweeney
Non-Executive Chair
Yes
19/03/2021
John Balassis
Non-Executive
Director
Yes
15/10/2020
Keith
Gunaratne
Executive Director
No
15/10/2020
Victor van
Bommel
Non-Executive
Director
Yes
19/03/2021
The Board has assessed each non-executive Director to be independent. In
assessing independence, the Board has had regard to the factors set out in
the ASX Principles and Recommendations.
Name Role Independent Date
appointed
Jonathan
Sweeney
Non-Executive Chair Yes 19/03/2021
John Balassis Non-Executive
Director
Yes 15/10/2020
Keith
Gunaratne
Executive Director No 15/10/2020
Victor van
Bommel
Non-Executive
Director
Yes 19/03/2021
The Board has assessed each non-executive
assessing independence, the Board has had
the ASX Principles and Recommendations.
2.4
A majority of the board of a listed entity should be independent
directors.
Yes
See section 2.3 for further details.
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.
Yes
The Chair, Jonathan Sweeney, is an independent Non-Executive Director. He
does not perform the role of CEO of the Company (which position is
currently held by Trent Knox).
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.
Yes
The Remuneration and Nomination Committee is responsible for ensuring an
effective orientation program for new Directors that involves a formal letter
of appointment or service agreement which clearly sets out what is expected
of them in terms of time commitment, Committee membership and
involvement outside Board meetings. New Directors are also provided with
important information about the Company and its business.
The Remuneration and Nomination Committee will regularly review the
orientation program’s effectiveness and whether there is a need for
directors to undertake further professional development to maintain the
skills and knowledge needed to perform their roles as directors effectively.
Principle ASX Recommendation Conform Disclosure
(Y/N)
Principle 3: Act ethically and responsibly
3.1 A listed entity should articulate and disclose its values. Yes The Company is committed to maintaining ethical standards in the conduct
of its business activities.
The Company’s values are set out in its Code of Conduct which is included in
the Investor Centre section of the Company’s website.
3.2 A listed entity should: Yes The Board has approved the adoption by the Company of a formal Code of
Conduct which states the standards of responsibility and ethical conduct
a) have and disclose a code of conduct for its directors, senior expected and applies to all directors and employees of the Company, and
executives and employees; and where relevant and to the extent possible, consultants, secondees and
contractors of the Company.
b) ensure that the board or a committee of the board is informed of
any material breaches of that code. The Code of Conduct is included in the Investor Centre section of the
Company’s website.
3.3 A listed entity should: Yes The Company has adopted a Whistleblower Policy, which encourages the
reporting of suspected unethical, illegal, fraudulent, corrupt or dishonest
a) Have and disclose a whistleblower policy; and conduct and that those who promptly report may do so with confidence and
without fear of intimidation, ramifications or adverse consequences,
b) ensure that the board or a committee of the board is informed of complementing its Code of Conduct.
any material breaches of that policy.
The Whistleblower Policy is included in the Investor Centre section of the
Company’s website.
3.4 A listed entity should: Yes The Company is committed to conducting its operations and business
activities with integrity and preventing bribery or corruption by any of its
c) have and disclose an anti-bribery and corruption policy; and directors, officers, employees or any other party acting on its behalf. The
Company’s Code of Conduct contains guidance as to anti-bribery and
d) ensure that the board or a committee of the board is informed of corruption.
any material breaches of that policy
All material breaches of the Code of Conduct are reported to the board for
consideration and investigation.
The Code of Conduct is included in the Investor Centre section of the
Company’s website.
Principle ASX Recommendation ASX Recommendation Conform Disclosure
(Y/N)
Principle 4: Safeguard integrity in financial reporting
4.1 The board of a listed entity should: Partially The Company has established a combined Audit and Risk Management
Committee which comprises John Balassis, Keith Gunaratne and Jonathan
a) have an audit committee which: Sweeney. John Balassis is the Chair of the Audit and Risk Management
Committee, who is considered by the Board to be an independent director
1)has at least three members, all of whom are non- executive and is not the chair of the Board.
directors and a majority of whom are independent directors;
and
Currently, the Company does not currently comply with the
recommendations set by the ASX Principles and Recommendations in
relation to the composition and operation of the Audit and Risk
2)is chaired by an independent director, who is not the chair of Management Committee. Whilst the Committee comprises a majority of
the board, independent directors, it is not comprised solely of Non‑Executive Directors.
and disclose: Despite this, the Board believes that the composition of the committee is
appropriate, reflecting an appropriate range of skills and expertise required
3)the charter of the committee; to oversee the financial risks of the business.
4)the relevant qualifications and experience of the members of
the committee; and
The Audit and Risk Management Committee Charter is included in the
Investor Centre section of the Company’s website.
The Company has disclosed the qualifications, experience and attendance at
5)in relation to each reporting period, the number of times the committee meetings of the members of the Audit and Risk Management
committee met throughout the period and the individual Committee in the Company’s Directors’ Report as part of the Annual Report.
attendances of the members at those meetings; or
b) if it does not have an audit committee, disclose that fact and the
processes it employs that independently verify and safeguard the
integrity of its corporate reporting, including the processes for
the appointment and removal of the external auditor and the
rotation of the audit engagement partner.
4.2 The board of a listed entity should, before it approves the entity’s Yes The Company’s Audit and Risk Management Committee Charter, which is
financial statements for a financial period, receive from its CEO and included in the Investor Centre section of the Company’s website, states that
CFO a declaration that, in their opinion, the financial records of the the CEO and CFO are to provide a written declaration on these terms.
entity have been properly maintained and that the financial
statements comply with the appropriate accounting standards and The Company obtains a sign off on these terms for each of its financial
give a true and fair view of the financial position and performance of statements in each financial year.
the entityand that the opinion has been formed on the basis of a
Principle ASX Recommendation Conform Disclosure
(Y/N)
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 Yes The Board is responsible for reviewing and approving the release of any
periodic corporate report it releases to the market that is not audited periodic corporate report not audited or reviewed by an external auditor.
or reviewed by an external auditor.
Principle 5: Make timely and balanced disclosure
5.1 A listed entity should have and disclose a written policy for complying Yes The Company has adopted a Continuous Disclosure Policy, which is included
with its continuous disclosure obligations under listing rule 3.1. in the Investor Centre section of the Company’s website.
The Company’s Continuous Disclosure Policy seeks to ensure compliance
with continuous disclosure obligations by setting out related legal
requirements and best practice guidelines, providing guidance on the
identification of material information and requiring the reporting of such
information to the Company Secretary or other key personnel for review.
The Continuous Disclosure Policy sets out the procedures that apply to
external announcements to provide securityholders and the market with
timely, balanced, direct and equal access to information issued by the
Company and promote investor confidence in the integrity of the Company
and its securities through external announcements that are factual,
complete, relevant, balanced and expressed in an objective and clear
manner.
5.2 A listed entity should ensure that its board receives copies of all Yes All material market announcements are provided to all directors promptly
material market announcements promptly after they have been made. after release.
5.3 A listed entity that gives a new and substantive investor or analyst Yes The Company releases all substantive investor or analyst presentations to
presentation should release a copy of the presentation materials on the ASX market announcements platform immediately prior to the making of
the ASX Market Announcements Platform ahead of the presentation. those presentations.
Principle 6: Respect the rights of shareholders
6.1 A listed entity should provide information about itself and its Yes The Company’s website provides information about the Company, its
governance to investors via its website. corporate governance, financial performance and prospects.
Investors will be able to access copies of all announcements to the ASX on
the Company’s website.
Principle ASX Recommendation Conform Disclosure
(Y/N)
6.2 A listed entity should have an investor relations program that Yes The Company has a Communications Policy, which is included in the Investor
facilitates effective two-way communication with investors. Centre section of the Company’s website.
The Company has a comprehensive investor engagement program which
includes briefings, presentations and events.
6.3 A listed entity should disclose how it facilitates and Yes The Company has a Communications Policy, which is included in the Investor
encourages participation at meetings of security holders. Centre section of the Company’s website.
Meetings of shareholders of the Company represent an excellent
opportunity for the Company to provide information to its shareholders and
the Company encourages attendance at, and participation in, general
meetings (including via electronic communications).
The Company typically holds its annual general meeting in November in
Sydney.
A notice of a meeting will be sent to shareholders prior to meetings,
including details of the time and place of the meeting, the resolutions to be
considered and proxy voting procedures.
The Company recognises that some shareholders will not be able to attend
its meetings of shareholders. To allow for the participation of any such
shareholders, the Company encourages shareholders to forward their
questions to the Company Secretary prior to the meeting. Where
appropriate, these questions will be read out and answered at the meeting,
or, if this is not practicable, the question and answer will be recorded in the
transcript of the meeting.
6.4 A listed entity should ensure that all substantive resolutions at a Yes In accordance with ASX guidance, all Listing Rule resolutions and all
meeting of security holders are decided by a poll rather than by a substantive resolutions are decided by a poll rather than by a show of hands.
show of hands.
6.5 A listed entity should give security holders the option to receive Yes The Company encourages shareholders to receive communications from it
communications from, and send communications to, the entity and its and its share registrar electronically and provides details for shareholders to
security registry electronically. send electronic communications and to have them actioned appropriately.
Principle ASX Recommendation ASX Recommendation Conform Disclosure Disclosure
(Y/N)
Principle 7: Recognise and manage risk
7.1 The board of a listed entity should: Partially The Company has established a combined Audit and Risk Management
Committee which comprises John Balassis, Keith Gunaratne and Jonathan
a) have a committee or committees to oversee risk, each of which: Sweeney. John Balassis is the Chair of the Audit and Risk Management
Committee, who is considered by the Board to be an independent director
1)has at least three members, a majority of whom are and is not the chair of the Board.
independent directors; and
2)is chaired by an independent director, and See section 4.1 for further details.
disclose:
3)the charter of the committee;
4)the members of the committee; and
5)as at the end of each reporting period, the number of times
the committee met throughout the period and the individual
attendances of the members at those meetings; or
b) if it does not have a risk committee or committees that satisfy (a)
above, disclose that fact and the processes it employs for
overseeing the entity’s risk management framework.
7.2 The board or a committee of the board should: Yes The Board is responsible for risk oversight and the management and internal
control of the processes by which risk is considered for both ongoing
a) review the entity’s risk management framework at least annually operations and prospective actions.
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; The Board is required to:
and
a) oversee the establishment and implementation of the risk
b) disclose, in relation to each reporting period, whether such a management system; and
review has taken place.
b) review the effectiveness of the Company’s risk management system,
in relation to the processes, structures and culture established to identify,
assess, treat and monitor risk to support the achievement of the Company’s
objectives.
Principle ASX Recommendation ASX Recommendation Conform Disclosure
(Y/N)
In specific areas, the Board is assisted by the Audit and Risk Management
Committee. The Audit and Risk Management Committee is responsible for
establishing procedures which provide assurance that major business risks
are identified, consistently assessed and appropriately addressed.
The Audit and Risk Management Committee Charter and Risk Management
Policy are included in the Investor Centre section of the Company’s website.
As the Company was listed on ASX in May 2021 a formal review of the risk
management framework was undertaken and included in the Prospectus.
The Company intends to again conduct such a review during the next full
reporting period.
7.3 A listed entity should disclose: Yes The Company does not have a formalised internal audit function, but the
Audit and Risk Management Committee has identified and implemented
a) if it has an internal audit function, how the function is structured processes to evaluate and continually improve the effectiveness of its risk
and what role it performs; or management and internal control processes despite not having an internal
audit function (in compliance with Recommendation 7.3(b)).
b) if it does not have an internal audit function, that fact and the
processes it employs for evaluating and continually improving The Audit and Risk Management Committee will identify, assess and address
the effectiveness of its governance, risk management and risks related to finance, operations and corporate governance. The Audit
internal control processes. and Risk Management Committee requires senior executives to prepare,
monitor and maintain a risk register of those risks identified and how those
risks will be addressed. The Company also engages third party specialists to
perform internal audit activities as required.
7.4 A listed entity should disclose whether it has any material exposure to Yes The Company does not believe that it has a material exposure to any
environmental or social risks and, if it does, how it manages or intends environmental or social risks. Should any of these risks arise then they will be
to manage those risks. managed in accordance with the Company’s Risk Management Framework
and with the assistance of specialist professionals where required.
Principle 8: Remunerate fairly and responsibly
8.1 The board of a listed entity should: Yes The Company has established a combined Remuneration and Nomination
Committee (see sections 1.2 and 2.1 for further details).
a) have a remuneration committee which:
1)has at least three members, a majority of whom are
Principle ASX Recommendation ASX Recommendation Conform Disclosure
(Y/N)
independent directors; and
2)is chaired by an independent director, and
disclose:
3)the charter of the committee;
4)the members of the committee; and
5)as at the end of each reporting period, the number of times
the committee met throughout the period and the individual
attendances of the members at those meetings; or
b) if it does not have a remuneration committee, disclose that fact
and the processes it employs for setting the level and
composition of remuneration for directors and senior executives
and ensuring that such remuneration is appropriate and not
excessive.
8.2 A listed entity should separately disclose its policies and practices Yes Details of, including the policies and practices, the remuneration of Directors
regarding the remuneration of non-executive directors and the and other senior executives are included as part of the Annual Report.
remuneration of executive directors and other senior executives.
8.3 A listed entity which has an equity-based remuneration scheme Yes The Company has a Securities Trading Policy that applies to Directors, senior
should: executives and certain other employees (including those persons having the
authority and responsibility for planning, directing and controlling the
a) have a policy on whether participants are permitted to enter into activities of the Company, whether directly or indirectly).
transactions (whether through the use of derivatives or
otherwise) which limit the economic risk of participating in the
scheme; and
The Securities Trading Policy explains the types of conduct in dealings and
securities that are prohibited under the Corporations Act and establishes
procedures in relation to Directors, senior executives and employees dealing
b) disclose that policy or a summary of it. in securities.
A copy of the Securities Trading Policy is included in the Investor Centre
section of the Company’s website.
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 N/A N/A
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.
9.2 A listed entity established outside Australia should ensure that N/A N/A
meetings of securityholders are held at a reasonableplace and time
9.3 A listed entity established outside Australia, and an externally N/A N/A
managed listed entity that has an AGM, should ensure that its external
auditor attends its AGM and is available to answer questions from
securityholders relevant to the audit

Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures

Corporate Governance Council Principles and Recommendations

Name of entity

EP&T Global Limited

ABN/ARBN Financial year ended: 50 645 144 314 30 June 2021

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

These pages of our ☐ annual report:

☒ This URL on our website: https://eptglobal.com/investor-centre/

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

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

Date: 28 September 2021

Name of authorised officer Laura Newell, Company Secretary authorising lodgement:

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
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are: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:
https://eptglobal.com/investor-centre/policies-charters/

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 Statement OR

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
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are: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:
https://eptglobal.com/investor-centre/policies-charters/
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
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) in the Corporate Governance Statement
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process in the 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
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are: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) in the Corporate Governance Statement
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process in the 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
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are: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:
https://eptglobal.com/investor-centre/policies-charters/
and the information referred to in paragraphs (4) and (5) in the
Annual Report
[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:
N/A

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 in the 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 in the Corporate Governance
Statement
and, where applicable, the information referred to in paragraph (b) in
the Corporate Governance Statement
and the length of service of each director in the Corporate
Governance Statement

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
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are: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:
https://eptglobal.com/investor-centre/policies-charters/

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:
https://eptglobal.com/investor-centre/policies-charters/

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:
https://eptglobal.com/investor-centre/policies-charters/

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:
https://eptglobal.com/investor-centre/policies-charters/

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
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are: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:
https://eptglobal.com/investor-centre/policies-charters/
and the information referred to in paragraphs (4) and (5) at:
in the Annual Report and Corporate Governance Statement
[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
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are: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:
https://eptglobal.com/investor-centre/policies-charters/

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:
https://eptglobal.com/investor-centre/

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:
https://eptglobal.com/investor-centre/

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

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
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
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
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:
https://eptglobal.com/investor-centre/policies-charters/
and the information referred to in paragraphs (4) and (5) at:
in the Annual Report and Corporate Governance Statement
[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
in the 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
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are: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 in the 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 in the Corporate Governance
Statement
and, if we do, how we manage or intend to manage those risks at:
N/A

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
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are: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:
https://eptglobal.com/investor-centre/policies-charters/
and the information referred to in paragraphs (4) and (5) in the
Annual Report and Corporate Governance Statement
[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:
N/A

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
in the Annual Report

set out in our Corporate Governance Statement OR

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 in
the Annual Report

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
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are: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 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
- 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
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are: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)