FUTURE GENERATION AUSTRALIA LIMITED — Governance Information 2014

Sep 11, 2014

Future Generation Investment Fund Limited (ACN 063 935 553) (Company) Corporate Governance Statement

This Corporate Governance Statement sets out the Company’s current compliance with the ASX Corporate Governance Council’s 3[rd] edition Corporate Governance Principles and Recommendations ( Recommendations ). The Recommendations are not mandatory. However, the Company will be required to provide a statement in future annual reports disclosing the extent to which the Company has followed the Recommendations.

	Recommendations	Compliance	Comment
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.	Complies	The Company’s Board Policy and the Prospectus sets out the specific responsibilities of the Board and those delegated to the investment committee. The functions of the Board are set out in the Company’s Board Policy.
1.2	A listed entity should disclose: (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.	Complies	The Company’s Board Policy:  sets out what the Board will consider when appointing a director, including the results of an appropriate background check, which the Company will undertake; and  requires the Company to provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	Does not comply	The current directors do not have written agreements with the Company. As disclosed in the Prospectus, the current directors have agreed to waive their right to receive director’s fees. Under the Company’s Board Policy, when the Board considers the appointment of any new Director, the terms of appointment of a director must be recorded in a letter of appointment which takes into consideration the ASX Recommendations. This will form the basis of the written agreement entered into between the Company and a director. The Company does not have any senior executives. The business of the Companyismanaged by theBoard and theinvestment committee.
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.	Complies	The Board Policy states that the Company Secretary will be accountable directly to the Board, through the chair, on all matters to do with the proper functioning of the Board.

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	Recommendations	Compliance	Comment
1.5	A listed entity should: (a) have a diversity policy which includes requirements for the Board or a relevant 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.	Does not comply	The Board will determine the appropriate policy concerning diversity from time to time. This policy will include a recommendation as to whether it is appropriate for the Board to establish measureable objectives for achieving gender diversity for the Board to assess annually. At present, the Company does not have any employees or management and such policy would only apply to the Board. To the extent this changes, or a new director is appointed, the Board will consider the appropriate policy.
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.	Complies	The Board will review its performance by discussion and by individual communication with the Chairman and by reference to generally accepted Board performance standards. A performance evaluation of the Board will be undertaken annually in light of the Corporate Governance Charter.
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 periodinaccordancewiththat process.	Does not comply	The Company does not have any senior executives.

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	Recommendations	Compliance	Comment
2.	Structure of 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 dischargeits duties andresponsibilities effectively.	Does not comply	The Board does not have and does not intend to establish such a committee because the formation of such a committee would be inefficient given the Company’s size and nature. It would not serve to protect or enhance the interest of shareholders. The Board will deal with this issue as a whole. Should the size of the Company change, the Board will consider establishing a separate nomination committee. The Board Policy sets out how the company addresses succession issues.
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.	Complies	The Prospectus sets out the skills and diversity of its Board and the Annual Report will disclose these matters.
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 of the Corporate Governance Principles and Recommendations 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.	Complies	The Prospectus discloses these matters and the Annual Report will disclose these matters.
2.4	A majority of the Board of a listed entity should be independent directors.	Complies	A majority of the directors are independent. The Prospectus discloses informationaroundindependence oftheDirectors.

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	Recommendations	Compliance	Comment
2.5	The chair of the Board of a listed entity should be an independent director and, in particular, should not be the same personas the CEO ofthe entity.	Complies	The Chairman is independent. The Company does not have a chief executive officer. The Prospectus discloses information as to independence.
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.	Complies	Under the Board Policy: the Company Secretary is responsible for arranging for a new Director to undertake an induction program enabling the new director to understand specified elements of the business; and the Directors are entitled to receive appropriate professional development opportunities.
**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 ora summary of it.	Complies	The Company has a code of conduct which is available on the Company’s website at www.fgif.com.au.
4.	Safeguard integrity incorporate reporting
4.1	The Board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non- executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the Board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.	Does not comply	The Board does not have and does not intend to establish such a committee because the formation of such a committee would be inefficient given the Company’s size and nature. It would not serve to protect or enhance the interest of shareholders. The Board will deal with this issue as a whole. Should the size of the Company change, the Board will consider establishing a separate nomination committee. The Board Policy sets out how the company addresses succession issues.
4.2	TheBoard ofalisted entity should, beforeit approves the	Complies	The CFO (orequivalent)willprepare the declaration.

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	Recommendations	Compliance	Comment
	entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.
4.3	A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questionsfromsecurityholdersrelevant to the audit.	Will comply	The Company will ensure that, when it has an AGM its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.
**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.	Complies	The Company will operate under the continuous disclosure requirements of the ASX Listing Rules as set out in its Continuous Disclosure Policy. The Company will ensure that all information which may be expected to affect the value of the Company’s securities or influence investment decisions is released to the market in order that all investors have equal and timely access to material information concerning the Company. The Company Secretary has the responsibility for ensuring that all relevant information is released to the market in a timely manner in consultation with the Board. The Company considers this to be a satisfactory protocol given the size and nature of the Company. The Company will make this policy publicly available at www.fgif.com.au.
**6. **	Respect the rights of security holders
6.1	A listed entity should provide information about itself and its governance toinvestorsviaitswebsite.	Complies	The Company does provide information about its self and will provide informationaboutits governance toinvestorsviaitswebsite,www.fgif.com.au.
6.2	A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.	Complies	The Board has developed a strategy within its Continuous Disclosure Policy to ensure that shareholders are informed of all major developments affecting the Company’s performance, activities and state of affairs. This includes having a website to facilitate communication with shareholders via electronic methods. In addition, the Company publishes regular shareholder communications, such as half yearly and annual reports and provides shareholders with an opportunity to access such reports and other releases electronically. Shareholders can communicatewiththe companyvia telephone orelectronicmethods.
6.3	A listed entity should disclose the policies and processesit	Complies	TheBoard encouragesfullparticipationofshareholders at the Company’s

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	Recommendations	Compliance	Comment
	has in place to facilitate and encourage participation at meetings of security holders.		annual general meetings and any general meetings to ensure a high level of accountability and identification with the Company’s strategy. The external auditor will also be invited to attend the annual general meeting of shareholders and will be available to answer any questions concerning the conduct, preparationand content ofthe auditor’sreport.
6.4	A listed entity should give security holders the option to receive communications from, and send communications to, the entity andits securityregistry electronically.	Complies	The Company will give shareholders the option to receive and send communications electronically
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 managementframework.	Does not comply	Due to the size of the Company, the responsibility for the effectiveness of risk management and internal compliance and control will rest with the Board. The risk management and reporting policy of the Company is set out in the Board Policy. Should the size of the Company change, the Board will consider establishing a separate risk committee.
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 suchareview has takenplace.	Will comply	The Board will review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound. The entity will disclose whether the review has taken place in each annual report.
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 processesit employsforevaluating and	Complies	The Board does not have an internal audit function. The process for evaluation and improving the effectiveness of its risk management are set out in the Board Policy.

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	Recommendations	Compliance	Comment
	continually improving the effectiveness of its risk management andinternalcontrolprocesses.
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 tomanage thoserisks.	Complies	The entity has economic risk. The risks and how they will be managed are set out in the Prospectus.
**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.	Does not comply	The Board does not have and does not intend to establish such a committee because the formation of such a committee would be inefficient given the Company’s size, the fact that it does not have any employees nor any current intention to remunerate its directors. It would not serve to protect or enhance the interest of shareholders or if future directors are remunerated. Should the size of the Company change the Company will consider establishing a separate remuneration committee.
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 otherseniorexecutives.	Does not comply	See above. The Company does not have any executive directors or senior executives. All the current directors have agreed to waive their remuneration.
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 ofparticipatinginthe scheme; and	N/A	The company does not have an equity based remuneration scheme.

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	Recommendations	Compliance	Comment
	(b) disclose that policy ora summary of it.