GLG CORP LTD - Governance Information 2016

Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity:

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GLG Corp Ltd
ABN / ARBN: Financial year ended:
116 632 958 30 June 2016
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Our corporate governance statement[2] for the above period above can be found at:[3]

☒ These pages of our annual report: Pages 9 - 24
☒ This URL on our website: www.ghimli.com

The Corporate Governance Statement is accurate and up to date as at 26 August 2016 and has been approved by the Board.

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

Date: 26 August 2016 Print name: Jo Bourke Signature: _________ Company Secretary

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.

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ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES	ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES	ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES	ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES
Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT 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 OR `☒`at this location: www.ghimli.com … 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): `☒` at this location: www.ghimli.com `☐` an explanation why that is so in our Corporate Governance Statement OR `☐` 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 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 OR `☐`at this location: `☐` an explanation why that is so in our Corporate Governance Statement OR `☐` 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.	… the fact that we follow this recommendation: `☒`in our Corporate Governance Statement OR `☐`at this location:	`☐` an explanation why that is so in our Corporate Governance Statement OR `☐` we are an externally managed entity and this recommendation is therefore not applicable

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Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …
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 OR `☐`at this location: `☐` an explanation why that is so in our Corporate Governance Statement OR `☐` we are an externally managed entity and this recommendation is therefore not applicable

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.	… the fact that we have a diversity policy that complies with paragraph (a): `☒`in our Corporate Governance Statement OR `☐`at this location: … and a copy of our diversity policy or a summary of it: `☒`at this location: www.ghimli.com … the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with our diversity policy and our progress towards achieving them: `☒`in our Corporate Governance Statement OR `☐`at this location: … and the information referred to in paragraphs (c)(1) or (2): `☒`in our Corporate Governance Statement OR `☐`at this location:	`☐` an explanation why that is so in our Corporate Governance Statement OR `☐` we are an externally managed entity and this recommendation is therefore not applicable

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Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT 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.	[If the entity complies with paragraph (a):] … the fact that we have a nomination committee that complies with paragraphs (1) and (2): `☒`in our Corporate Governance Statement OR `☐`at this location: … and a copy of the charter of the committee: `☐`at this location: www.ghimli.com … and the information referred to in paragraphs (4) and (5): `☒`in our Corporate Governance Statement OR `☐`at this location: [If the entity complies with paragraph (b):] … 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: `☒`in our Corporate Governance Statement OR `☐`at this location:	`☐` an explanation why that is so in our Corporate Governance Statement OR `☐` we are an externally managed entity and this recommendation is therefore not applicable

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Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …
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. … our board skills matrix: `☒`in our Corporate Governance Statement OR `☐`at this location: [insert location here] `☐` an explanation why that is so in our Corporate Governance Statement
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 OR `☐`at this location: … where applicable, the information referred to in paragraph (b): `☒`in our Corporate Governance Statement OR `☐`at this location: … the length of service of each director: `☒`in our Corporate Governance Statement OR `☐`at this location: `☐` an explanation why that is so in our Corporate Governance Statement
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 OR `☐`at this location:	`☒` an explanation why that is so in our Corporate Governance Statement There are four Directors, two Independent and two Executives. The Company believes the Board members have the appropriate mix of skills and experience.

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Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …
PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE 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.	[If the entity complies with paragraph (a):] … the fact that we have an audit committee that complies with paragraphs (1) and (2): `☐`in our Corporate Governance Statement OR `☐`at this location: … and a copy of the charter of the committee: `☐`at this location: www.ghimli.com … and the information referred to in paragraphs (4) and (5): `☒`in our Corporate Governance Statement OR `☒`at this location: www.ghimli.com [If the entity complies with paragraph (b):] … 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: `☒`in our Corporate Governance Statement OR `☐`at this location:	`☒` an explanation why that is so in our Corporate Governance Statement. The Audit Committee comprises two Independent Directors. The Audit Committee is chaired by the Lead Independent Director who is not the Chair of the Board.

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Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the We have NOT followed the recommendation in full for the whole
period above. We have disclosed … of the period above. We have disclosed …
4.2 The board of a listed entity should, before it approves the entity’s … the fact that we follow this recommendation: ☐ an explanation why that is so in our Corporate Governance
financial statements for a financial period, receive from its CEO ☒ in our Corporate Governance Statement Statement
and CFO a declaration that, in their opinion, the financial records
of the entity have been properly maintained and that the financial OR
statements comply with the appropriate accounting standards
☐ at this location:
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 … the fact that we follow this recommendation: ☐ an explanation why that is so in our Corporate Governance
auditor attends its AGM and is available to answer questions ☒ in our Corporate Governance Statement Statement
from security holders relevant to the audit.
OR OR
☐ at this location: ☐ we are an externally managed entity that does not hold an
annual general meeting and this recommendation is therefore
not applicable
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should: … our continuous disclosure compliance policy or a summary of it: ☐ an explanation why that is so in our Corporate Governance
(a) have a written policy for complying with its continuous ☒ in our Corporate Governance Statement Statement
disclosure obligations under the Listing Rules; and
OR
(b) disclose that policy or a summary of it.
☐ at this location:
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about itself and its … information about us and our governance on our website: ☐ an explanation why that is so in our Corporate Governance
governance to investors via its website. ☒ at this location: Statement
www.ghimli.com
6.2 A listed entity should design and implement an investor relations … the fact that we follow this recommendation: ☐ an explanation why that is so in our Corporate Governance
program to facilitate effective two-way communication with investors. ☒ in our Corporate Governance Statement Statement
OR
☐ at this location:
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Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …
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):] … the fact that we have a committee or committees to oversee risk that comply with paragraphs (1) and (2): `☐`in our Corporate Governance Statement OR `☐`at this location: [insert location here] … and a copy of the charter of the committee: `☐`at this location: [insert location here] … and the information referred to in paragraphs (4) and (5): `☒`in our Corporate Governance Statement OR `☐`at this location: [If the entity complies with paragraph (b):] … 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: `☒`in our Corporate Governance Statement OR `☐`at this location:	`☒` an explanation why that is so in our Corporate Governance Statement Risk is an inherent part of the business and the Company is in a highly competitive market sector. The Company regards material business risks as threats to the achievement of objectives and goals and to the successful execution of its strategies. The Audit Committee requests senior executives to review and monitor material business risks applicable to the business and ongoing operations and reports to the Board for approval.

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Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the We have NOT followed the recommendation in full for the whole
period above. We have disclosed … of the period above. We have disclosed …
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1 The board of a listed entity should: [If the entity complies with paragraph (a):] ☒ an explanation why that is so in our Corporate Governance
(a) have a remuneration committee which: … the fact that we have a remuneration committee that complies with Statement
(1) has at least three members, a majority of whom are paragraphs (1) and (2): The Committee comprises two Independent Directors and one
independent directors; and ☐ in our Corporate Governance Statement Executive Director. The Company believes the Committee has
(2) is chaired by an independent director, OR the appropriate mix of skills and experience.
and disclose:
☐ at this location:
(3) the charter of the committee;
(4) the members of the committee; and
… and a copy of the charter of the committee:
(5) as at the end of each reporting period, the number of
times the committee met throughout the period and ☐ at this location:
the individual attendances of the members at those
www.ghimli.com
meetings; or
… and the information referred to in paragraphs (4) and (5):
(b) if it does not have a remuneration committee, disclose that
fact and the processes it employs for setting the level and ☒ in our Corporate Governance Statement
composition of remuneration for directors and senior
OR
executives and ensuring that such remuneration is
appropriate and not excessive. ☐ at this location:
8.2 A listed entity should separately disclose its policies and … separately our remuneration policies and practices regarding the ☐ an explanation why that is so in our Corporate Governance
practices regarding the remuneration of non-executive directors remuneration of non-executive directors and the remuneration of Statement
and the remuneration of executive directors and other senior executive directors and other senior executives:
OR
executives.
☐ in our Corporate Governance Statement
☐ we are an externally managed entity and this recommendation
OR
is therefore not applicable
☒ at this location:
Annual Report Page 26
8.3 A listed entity which has an equity-based remuneration scheme … our policy on this issue or a summary of it: ☐ an explanation why that is so in our Corporate Governance
should:
☒ in our Corporate Governance Statement Statement
(a) have a policy on whether participants are permitted to OR OR
enter into transactions (whether through the use of
derivatives or otherwise) which limit the economic risk of ☐ at this location: ☐ w e do not have an equity-based remuneration scheme and this
participating in the scheme; and recommendation is therefore not applicable
(b) disclose that policy or a summary of it. OR
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Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …
`☐` we are an externally managed entity 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; (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements. … the information referred to in paragraphs (a) and (b): `☐`in our Corporate Governance Statement OR `☐`at this location: [insert location here] `☐` an explanation why that is so in our Corporate Governance Statement
-	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.	… the terms governing our remuneration as manager of the entity: `☐`in our Corporate Governance Statement OR `☐`at this location: [insert location here]	`☐` an explanation why that is so in our Corporate Governance Statement

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GLG CORP LTD Governance Information 2016

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Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity:

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

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GLG CORP LTD — Governance Information 2016

64991_rns_2016-10-19_c37a3d55-90eb-4cf4-82c9-05168fad4953.pdf

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity:

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

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