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HANSEN TECHNOLOGIES LIMITED Governance Information 2015

Sep 29, 2015

65073_rns_2015-09-29_8870bd25-9941-4f48-b16b-6486a962823a.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

Hansen Technologies Limited

ABN/ARBN ABN/ARBN Financialyear ended
90 090 996 455 30 June 2015

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

these pages of our annual report: 30 to 34 this URL on our website: http://www.hsntech.com/investors/corporate‐governance/

The Corporate Governance Statement is accurate and up to date as of 30 September 2015 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located. Date here: 30 September 2015

==> picture [116 x 81] intentionally omitted <==

Sign here: _______

Company Secretary

Print name: Julia Chand

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 have NOTfollowed 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:
http://www.hsntech.com/downloads/pdf/investors/corporate‐
governance/CorporateGovernanceStatementSept15.pdf
Insert location here
… 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:
in our Corporate Governance Statement
http://www.hsntech.com/downloads/pdf/investors/corporate‐
governance/CorporateGovernanceStatementSept15.pdf
Insert location here
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:
http://www.hsntech.com/downloads/pdf/investors/corporate‐
governance/CorporateGovernanceStatementSept15.pdf
Insert location here
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

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 have NOTfollowed the recommendation
in full for the whole of the period above. We
have disclosed …
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:
http://www.hsntech.com/downloads/pdf/investors/corporate‐
governance/CorporateGovernanceStatementSept15.pdf
Insert location here
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
1.4 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:
http://www.hsntech.com/downloads/pdf/investors/corporate‐
governance/CorporateGovernanceStatementSept15.pdf
Insert location here
 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
… the fact that we have a diversity policy that complies with paragraph (a):
in our Corporate Governance Statement OR
at this location:
http://www.hsntech.com/downloads/pdf/investors/corporate‐
governance/CorporateGovernanceStatementSept15.pdf
Insert location here
… and a copy of our diversity policy or a summary of it:
at this location:
http://www.hsntech.com/downloads/pdf/investors/corporate‐
governance/EthicsResponsibilitiesCorpGovernance.pdf
Insert location here
… the measurable objectives for achieving gender diversity set by the
board or a relevant committee of the board in accordance with our
diversity policyand ourprogress towards achievingthem:
 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

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 NOTfollowed the recommendation
in full for the whole of the period above. We
have disclosed …
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.
in our Corporate Governance Statement OR
at this location:
http://www.hsntech.com/downloads/pdf/investors/corporate‐
governance/EthicsResponsibilitiesCorpGovernance.pdf
Insert location here
… and the information referred to in paragraphs (c)(1) or (2):
in our Corporate Governance Statement OR
at this location:
http://www.hsntech.com/downloads/pdf/investors/corporate‐
governance/CorporateGovernanceStatementSept15.pdf
Insert location here
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 OR
at this location:
http://www.hsntech.com/downloads/pdf/investors/corporate‐
governance/TheBoardCorpGovernance.pdf
Insert location here
… and the information referred to in paragraph (b):
in our Corporate Governance Statement OR

at this location:
_________
Insert location here
 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

4

  • Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the We have NOT followed the recommendation period above. We have disclosed … in full for the whole of the period above. We have disclosed …

  • 1.7 A listed entity should: … the evaluation process referred to in paragraph (a):  an explanation why that is so in our (a) have and disclose a process for periodically  in our Corporate Governance Statement OR Corporate Governance Statement OR evaluating the performance of its senior executives; and at this location:  we are an externally managed entity and this recommendation is therefore not

  • (b) disclose, in relation to each reporting http://www.hsntech.com/downloads/pdf/investors/corporate‐ applicable

  • period, whether a performance evaluation governance/TheBoardCorpGovernance.pdf was undertaken in the reporting period in Insert location here accordance with that process. … and the information referred to in paragraph (b): in our Corporate Governance Statement OR

  • at this location: ________ Insert location here_

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 NOTfollowed 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:
______
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:
_________
Insert location here
[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:
http://www.hsntech.com/downloads/pdf/investors/corporate‐
governance/TheBoardCorpGovernance.pdf
Insert location here
 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

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 have NOTfollowed 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:
The Board of Directors section of the Annual Report pages 14 and 15.
Insert location here
 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
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:
http://www.hsntech.com/downloads/pdf/investors/corporate‐
governance/CorporateGovernanceStatementSept15.pdf
Insert location here
… where applicable, the information referred to in paragraph (b):
 in our Corporate Governance Statement OR
 at this location:
_________
Insert location here
… the length of service of each director:

in our Corporate Governance Statement OR
at this location:
The Board of Directors section of the Annual Report pages 14 and 15.
Insert location here
 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:
_________
Insert location here
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

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 have NOTfollowed the recommendation
in full for the whole of the period above. We
have disclosed …
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 OR
at this location:
http://www.hsntech.com/downloads/pdf/investors/corporate‐
governance/CorporateGovernanceStatementSept15.pdf
Insert location here
 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
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 OR
at this location:
http://www.hsntech.com/downloads/pdf/investors/corporate‐
governance/CorporateGovernanceStatementSept15.pdf
Insert location here
 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
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 OR
at this location:
http://www.hsntech.com/downloads/pdf/investors/corporate‐
governance/TheBoardCorpGovernance.pdf
Insert location here
 an explanation why that is so in our
Corporate Governance Statement
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:
[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:
_________
Insert location here
an explanation why that is so in our
Corporate Governance Statement

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 NOTfollowed the recommendation
in full for the whole of the period above. We
have disclosed …
(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.
… and a copy of the charter of the committee:
at this location:
http://www.hsntech.com/downloads/pdf/investors/corporate‐
governance/TheBoardCorpGovernance.pdf
Insert location here
… and the information referred to in paragraphs (4) and (5):
in our Corporate Governance Statement OR
at this location:
In our Annual Report pages 14, 15 and 19.
Insert location here
[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:
_________
Insert location here
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 OR
at this location:
http://www.hsntech.com/downloads/pdf/investors/corporate‐
governance/CorporateGovernanceStatementSept15.pdf
Insert location here
 an explanation why that is so in our
Corporate Governance Statement

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 have NOTfollowed the recommendation
in full for the whole of the period above. We
have disclosed …
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 OR
at this location:
http://www.hsntech.com/downloads/pdf/investors/corporate‐
governance/CorporateGovernanceStatementSept15.pdf
Insert location here
 an explanation why that is so in our
Corporate Governance Statement OR
 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:
(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 or a summary of it:

in our Corporate Governance Statement OR
at this location:
http://www.hsntech.com/downloads/pdf/investors/corporate‐
governance/EthicsResponsibilitiesCorpGovernance.pdf
Insert location here
 an explanation why that is so 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.
… information about us and our governance on our website:
at this location:
http://www.hsntech.com/investors/
Insert location here
 an explanation why that is so in our
Corporate Governance Statement
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 OR
at this location:
http://www.hsntech.com/downloads/pdf/investors/corporate‐
governance/EthicsResponsibilitiesCorpGovernance.pdf
Insert location here
 an explanation why that is so in our
Corporate Governance Statement

10

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 NOTfollowed the recommendation
in full for the whole of the period above. We
have disclosed …
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.
… our policies and processes for facilitating and encouraging participation
at meetings of security holders:
in our Corporate Governance Statement OR
at this location:
http://www.hsntech.com/downloads/pdf/investors/corporate‐
governance/EthicsResponsibilitiesCorpGovernance.pdf
Insert location here
 an explanation why that is so in our
Corporate Governance Statement OR
 we are an externally managed entity that
does not hold periodic meetings of security
holders and this recommendation is
therefore not applicable
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 OR
at this location:
http://www.hsntech.com/downloads/pdf/investors/corporate‐
governance/EthicsResponsibilitiesCorpGovernance.pdf
Insert location here
 an explanation why that is so 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
[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:
http://www.hsntech.com/downloads/pdf/investors/corporate‐
governance/CorporateGovernanceStatementSept15.pdf
… and a copy of the charter of the committee:
at this location:
http://www.hsntech.com/downloads/pdf/investors/corporate‐
governance/TheBoardCorpGovernance.pdf
… and the information referred to in paragraphs (4) and (5):
in our Corporate Governance Statement OR
 an explanation why that is so in our
Corporate Governance Statement

11

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 NOTfollowed the recommendation
in full for the whole of the period above. We
have disclosed …
that fact and the processes it employs for
overseeing the entity’s risk management
framework.
at this location:
in our Annual Report page 19
[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:
Insert location here
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 OR
at this location:
http://www.hsntech.com/downloads/pdf/investors/corporate‐
governance/RiskManagementCorpGovernance.pdf
Insert location here
 an explanation why that is so in our
Corporate Governance Statement
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.
[If the entity complies with paragraph (a):]
… how our internal audit function is structured and what role it performs:
 in our Corporate Governance Statement OR
 at this location:
_________
Insert location here
[If the entity complies with paragraph (b):]
… 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 our Corporate Governance Statement OR
at this location:
http://www.hsntech.com/downloads/pdf/investors/corporate‐
 an explanation why that is so in our
Corporate Governance Statement

12

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 NOTfollowed the recommendation
in full for the whole of the period above. We
have disclosed …
governance/CorporateGovernanceStatementSept15.pdf
Insert location here
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 OR
at this location:
http://www.hsntech.com/downloads/pdf/investors/corporate‐
governance/RiskManagementCorpGovernance.pdf
Insert location here
 an explanation why that is so in our
Corporate Governance Statement
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):]
… the fact that we have a remuneration committee that complies 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:
http://www.hsntech.com/downloads/pdf/investors/corporate‐
governance/TheBoardCorpGovernance.pdf
Insert location here
… and the information referred to in paragraphs (4) and (5):
in our Corporate Governance Statement OR
at this location:
in our Annual Report page 19
Insert location here
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

13

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 NOTfollowed the recommendation
in full for the whole of the period above. We
have disclosed …
[If the entity complies with paragraph (b):]
… 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 OR
 at this location:
_________
Insert location here
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 OR
at this location:
http://www.hsntech.com/downloads/pdf/investors/corporate‐
governance/RemunerationCorpGovernance.pdf
Insert location here
 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
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 OR
at this location:
http://www.hsntech.com/downloads/pdf/investors/corporate‐
governance/EthicsResponsibilitiesCorpGovernance.pdf
Insert location here
 an explanation why that is so in our
Corporate Governance Statement OR
 we do not have an equity‐based
remuneration scheme and this
recommendation is therefore not applicable
OR
 we are an externally managed entity and
this recommendation is therefore not
applicable

14

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 NOTfollowed the recommendation
in full for the whole of the period above. We
have disclosed …
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

15