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GREEN360 TECHNOLOGIES LIMITED Governance Information 2017

Aug 30, 2017

65020_rns_2017-08-30_33b98a13-19fe-430c-8648-ceb86057b3a6.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

ULTRACHARGE LIMITED

ABN/ARBN Financial year ended 97 140 316 463 30 JUNE 2017

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

  • these pages of our annual report: Pages 19 -26

  • this URL on our website: _________

The Corporate Governance Statement is accurate and up to date as at 31 August 2016 and has been approved by the board.

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

==> picture [260 x 102] intentionally omitted <==

----- Start of picture text -----

Date here: ____ 31 August 2017
Sign here: ____
Company secretary
Print name: Peter Webse _______
----- End of picture text -----

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 haveNOTfollowed 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 19 & 20
…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 19 & 20
AND
•
in our Board Charter atwww.ultra-charge.net/investor-
centre/corporate-governance/
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 20AND
• 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 20
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 20
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		 …an explanation why that is so in our Corporate Governance
Statement on page 20

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 haveNOTfollowed the recommendation in full for the
whole of the period above. We have disclosed …
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 21
…and the information referred to in paragraph (b):
• in our Corporate Governance Statement on page 21
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 21
…and the information referred to in paragraph (b):
• in our Corporate Governance Statement on page 21

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 have followed the recommendation in full for the whole
of the period above. We have disclosed …		 We haveNOTfollowed 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 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 on pages 20 & 22
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:
is atwww.ultra-charge.net/investor-centre/corporate-
governance/
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 pages 21 & 22
(b):
• in our Corporate Governance Statement on page 22
…the length of service of each director:
• in our Corporate Governance Statement on pages 21 & 22
AND
• in our Annual Report

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 have followed the recommendation in full for the whole
of the period above. We have disclosed …		 We have followed the recommendation in full for the whole
of the period above. We have disclosed …		 We haveNOTfollowed the recommendation in full for the
whole of the period above. We have disclosed …
2.4 A majority of the board of a listed entity should be
independent directors.		 …the fact that the Company has a majority of independent
directors:
• in our Corporate Governance Statement on page 22
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.		 …the fact that we follow this recommendation:
• in our Corporate Governance Statement on page 22
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 22
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:
atwww.ultra-charge.net/investor-centre/corporate-
governance/
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,		 …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 on pages 20 & 23

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 have followed the recommendation in full for the whole
of the period above. We have disclosed …		 We haveNOTfollowed the recommendation in full for the
whole of the period above. We have disclosed …
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 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 23
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 23
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 pages 23 & 24
AND
atwww.ultra-charge.net/investor-centre/corporate-
governance/
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:
• atwww.ultra-charge.net/investor-centre/corporate-
governance/
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 24AND
• atwww.ultra-charge.net/investor-centre/corporate-
governance/
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 24AND
• atwww.ultra-charge.net/investor-centre/corporate-
governance/

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 haveNOTfollowed the recommendation in full for the
whole of the period above. We have disclosed …
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 24
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.		 …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 on pages 20, 24 &
25AND
• in our Risk Management and Internal Compliance and
Control Policy at:
www.ultra-charge.net/investor-centre/corporate-
governance/
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 pages 24 & 25
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 pages 24 & 25
AND
• in our Risk Management and Internal Compliance and
Control Policy at:

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 have followed the recommendation in full for the whole
of the period above. We have disclosed …		 We haveNOTfollowed the recommendation in full for the
whole of the period above. We have disclosed …
www.ultra-charge.net/investor-centre/corporate-
governance/
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 25
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 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:
• in our Corporate Governance Statement on pages 20 & 25
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 pages 25 & 26

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 have followed the recommendation in full for the whole
of the period above. We have disclosed …		 We haveNOTfollowed 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 26AND
in our Securities Trading Policy at:
www.ultra-charge.net/investor-centre/corporate-
governance/

9

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