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EPX LIMITED — Governance Information 2021
Sep 27, 2021
64865_rns_2021-09-27_89192f14-a7ee-4fcb-a247-e1ef18d3f098.pdf
Governance Information
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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” )
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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 |
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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 |
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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 |
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ASX Listing Rules Appendix 4G (current at 17/7/2020)