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FIRST LITHIUM LIMITED Governance Information 2019

Aug 28, 2019

64921_rns_2019-08-28_83f70d51-52dd-465f-bcc9-1ce14e7a92f2.pdf

Governance Information

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Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

OOKAMI LIMITED

ABN/ARBN ABN/ARBN Financialyear ended
67 009 081 770 30 JUNE 2019

Our corporate governance statement[2] for the above period above can be found at:[3]

X these pages of our annual report: Pages 49-56

  • this URL on our website: _________

The Corporate Governance Statement is accurate and up to date as at 22 August 2019 and has been approved by the board.

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

Date here: 29 August 2019 Sign here: _______ Company Secretary

Print name: Stephen Buckley

1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.

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 rule 4.10.3.

2 “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.

3 Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity’s corporate governance statement can be found.

1

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We haveNOT followed the recommendation in full
for the whole of the period above. We have disclosed
…
PRINCIPLE 1– LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should disclose:
(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.		 …the fact that we follow this recommendation:
• in our Corporate Governance Statement on pages 49 &
50
•
…and information about the respective roles and
responsibilities of our board and management (including
those matters expressly reserved to the board and those
delegated to management):
• in our Corporate Governance Statement on pages 49 &
50AND
• in our Board Charter contained within our Corporate
Governance Plan at
https://ookami.com.au/about//
1.2 A listed entity should:
(a) undertake appropriate checks before appointing a
person, or putting forward to security holders a
candidate 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.		 …the fact that we follow this recommendation:
• in our Corporate Governance Statement on page 50
AND
• in our notices of AGM
1.3 A listed entity should have a written agreement with
each director and senior executive setting out the
terms of their appointment.		 …the fact that we follow this recommendation:
• in our Corporate Governance Statement on page 50
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.		 …the fact that we follow this recommendation:
• in our Corporate Governance Statement on page 50
1.5 A listed entity should:
(a) have
a
diversity
policy
which
includes
requirements for the board or a relevant		 …an explanation why that is so in our Corporate
Governance Statement on page 50 & 51

2

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We haveNOT followed the recommendation in full
for the whole of the period above. We have disclosed
…
committee of the board to set measurable
objectives for achieving gender diversity and to
assess annually both the objectives and the entity’s
progress in achieving them;
(b) disclose that policy or a summary of it; and
(c) disclose as at the end of each reporting period the
measurable objectives for achieving gender
diversity set by the board or a relevant committee
of the board in accordance with the entity’s
diversity policy and its progress towards achieving
them and either:
(1) the respective proportions of men and women
on the board, in senior executive positions and
across the whole organisation (including how
the entity has defined “senior executive” for
these purposes); or
(2) 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.
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, in relation to each reporting period,
whether a performance evaluation was undertaken
in the reporting period in accordance with that
process.		 …the evaluation process referred to in paragraph (a):
• in our Corporate Governance Statement on page 51
…and the information referred to in paragraph (b):
• in our Corporate Governance Statement on page 51
1.7 A listed entity should:
(a) have and disclose a process for periodically
evaluating
the
performance
of
its
senior
executives; and
(b) disclose, in relation to each reporting period,
whether a performance evaluation was undertaken
in the reporting period in accordance with that
process.		 …the evaluation process referred to in paragraph (a):
• in our Corporate Governance Statement on page 51
…and the information referred to in paragraph (b):
• in our Corporate Governance Statement on page 51

3

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We haveNOT followed the recommendation in full
for the whole of the period above. We have disclosed
…
PRINCIPLE 2- STRUCTURE THE BOARD TO ADD VALUE
2.1 The board of a listed entity should:
(a) have a nomination committee which:
(1) has at least three members, a majority of whom
are independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the
number
of
times
the
committee
met
throughout the period and the individual
attendances of the members at those meetings;
OR
(b) if it does not have a nomination committee,
disclose that fact and the processes it employs to
address board succession issues and to ensure
that the board has the appropriate balance of
skills, knowledge, experience, independence and
diversity to enable it to discharge its duties and
responsibilities effectively.		 …the fact that we follow this recommendation:
• in our Corporate Governance Statement on pages 49,
50 & 52
AND
in our Nomination Committee Charter contained
within our Corporate Governance Plan at
https://ookami.com.au/about//
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.		 …an explanation why that is so in our Corporate
Governance Statement on page 52

4

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We haveNOT followed the recommendation in full
for the whole of the period above. We have disclosed
…
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, association 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, association or
relationship in question and an explanation of why
the board is of that opinion; and
(c) the length of service of each director.		 …the names of the directors considered by the board to be
independent directors:
• in our Corporate Governance Statement on page 52
(b):
• in our Corporate Governance Statement on page 52
…the length of service of each director:
• in our Corporate Governance Statement on page 51
• in our Annual Report
2.4 A majority of the board of a listed entity should be
independent directors.		 …the fact that we follow this recommendation:
• in our Corporate Governance Statement on page 52
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.		 …an explanation why that is so in our Corporate
Governance Statement on page 52
2.6 A listed entity should have a program for inducting
new directors and provide appropriate professional
development opportunities for directors to develop
and maintain the skills and knowledge needed to
perform their role as directors effectively.		 …the fact that we follow this recommendation:
• in our Corporate Governance Statement on page 52
PRINCIPLE 3– ACT ETHICALLY AND RESPONSIBLY
3.1 A listed entity should:
(a) have a code of conduct for its directors, senior
executives and employees; and
(b) disclose that code or a summary of it.		 …our code of conduct or a summary of it:
• in our Corporate Governance Statement on page 52
AND
in our Corporate Code of Conduct contained within
our Corporate Governance Plan at
https://ookami.com.au/about//
PRINCIPLE 4– SAFEGUARD INTEGRITY IN CORPORATE REPORTING
4.1 The board of a listed entity should:
(a) have an audit committee which:		 …the fact that we follow this recommendation:

5

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We haveNOT followed the recommendation in full
for the whole of the period above. We have disclosed
…
(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.		 • in our Corporate Governance Statement on pages 49,
50 & 53
AND
in our Audit and Risk Committee Charter contained
within our Corporate Governance Plan at
https://ookami.com.au/about//
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.		 …the fact that we follow this recommendation:
• in our Corporate Governance Statement on page 53
4.3 A 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.		 …the fact that we follow this recommendation:
• in our Corporate Governance Statement on page 53

6

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We haveNOT followed the recommendation in full
for the whole of the period above. We have disclosed
…
PRINCIPLE 5– MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should:
(a) have a written policy for complying with its
continuous disclosure obligations under the
Listing Rules; and
(b) disclose that policy or a summary of it.		 …our continuous disclosure compliance policy:
• in our Corporate Governance Statement on page 53
AND
• in our Continuous Disclosure Policy contained within
our Corporate Governance Plan at
https://ookami.com.au/about//
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.		 …information about us and our governance on our
website:
• in our Shareholder Communications Strategy
contained within our Corporate Governance Plan at
https://ookami.com.au/about//
6.2 A listed entity should design and implement an
investor relations program to facilitate effective two-
way communication with investors.		 …the fact that we follow this recommendation:
•
in our Corporate Governance Statement on page 54
AND at
• https://ookami.com.au/about//
6.3 A listed entity should disclose the policies and
processes it has in place to facilitate and encourage
participation at meetings of security holders.		 …the fact that we follow this recommendation:
•
in our Corporate Governance Statement on page 54
AND
• in our Shareholder Communications Strategy
contained within our Corporate Governance Plan at
https://ookami.com.au/about//
6.4 A listed entity should give security holders the option
to receive communications from, and send
communications to, the entity and its security
registry electronically.		 …the fact that we follow this recommendation:
• in our Corporate Governance Statement on page 54
AND
• in our Shareholder Communications Strategy
contained within our Corporate Governance Plan at
https://ookami.com.au/about//
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:		 …the fact that we follow this recommendation:
• in our Corporate Governance Statement on pages 49,
50 & 54

7

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We haveNOT followed the recommendation in full
for the whole of the period above. We have disclosed
…
(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.		 AND
• in our Audit and Risk Committee Charter and Risk
Management Policy contained within our Corporate
Governance Plan at https://ookami.com.au/about//
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
(b) disclose, in relation to each reporting period,
whether such a review has taken place.		 …the fact that we follow this recommendation:
• in our Corporate Governance Statement on page 55
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
risk management and internal control processes.		 …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 are disclosed
at the following locations:
• in our Corporate Governance Statement on page 55
AND
• in our Risk Management Policy contained within our
Corporate Governance Plan at
https://ookami.com.au/about//

8

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We haveNOT followed the recommendation in full
for the whole of the period above. We have disclosed
…
7.4 A listed entity should disclose whether it has any
material exposure to economic, environmental and
social sustainability risks and, if it does, how it
manages or intends to manage those risks.		 …whether we have any material exposure to economic,
environmental and social sustainability risks and, if we do,
how we manage or intend to manage those risks:
• in our Corporate Governance Statement on page 54
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.		 …the fact that we follow this recommendation:
• in our Corporate Governance Statement on pages 49,
50 & 55
AND
in our Nomination Committee Charter contained
within our Corporate Governance Plan at
https://ookami.com.au/about//
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.		 …separately our remuneration policies and practices
regarding the remuneration of non-executive directors and
the remuneration of executive directors and other senior
executives:
• in our Corporate Governance Statement on page 55

9

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We haveNOT followed the recommendation in full
for the whole of the period above. We have disclosed
…
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.		 …our policy on this issue or a summary of it:
• in our Corporate Governance Statement on page 56
AND
• in our Trading Policy contained within our Corporate
Governance Plan at:
https://ookami.com.au/about//

10

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