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HARTSHEAD RESOURCES NL — Governance Information 2020
Sep 29, 2020
65052_rns_2020-09-29_51da6605-748c-494b-88c6-ab8e801575d4.pdf
Governance Information
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Ansila Energy NL (ACN 150 624 169) T +61(8) 9226 2011 E [email protected] Level 1, 89 St Georges Terrace, Perth WA 6000 PO Box Z5187, Perth WA 6831 www.ansilaenergy.com.au
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CORPORATE GOVERNANCE STATEMENT
For the financial year ended 30 June 2020
This statement outlines the Corporate Governance practices adopted by the Board of Directors for the financial year ending 30 June 2020.
The Board of Ansila Energy NL ( Ansila or Company ) is committed to conducting the Company’s business in accordance with a high standard of corporate governance commensurate with its size, operations and the industry within which it participates. The Board has established a corporate governance framework, including corporate governance policies, procedures and charters to support this commitment. It is the Company’s policy to regularly review and update its corporate governance practices to ensure they remain appropriate to the Company’s circumstances.
The Directors of Ansila are responsible for the corporate governance of the Company and support the principles of the ASX Corporate Governance Council’s Principles and Recommendations (Third Edition).
In addition to the information contained in this statement, the Company’s website www.ansilaenergy.com.au has a dedicated corporate governance section which includes copies of key corporate governance policies adopted by the Company.
The extent to which the Company has complied with the ASX Principles and Recommendations during the year ended 30 June 2020, and the main corporate governance practices in place, are set out below.
This statement has been approved by the Board and is current as at 30 September 2020.
| PRINCIPLES AND RECOMMENDATIONS | PRINCIPLES AND RECOMMENDATIONS | COMPLY | DISCLOSURE | |
|---|---|---|---|---|
| Principle 1: Lay solid foundations for management and oversight A listed entity should establish and disclose the respective roles and responsibilities of its board and management and how their performance is monitored and evaluated. |
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| 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. |
Yes | The Company’s Corporate Governance Plan includes a Board Charter, which outlines the specific responsibilities of the Board and defines the Board’s relationship with Management. The Board delegates responsibility for the day-to-day op- erations and administration of the Company to the Man- aging Director/CEO. It is noted that this responsibility has been assumed by Executive Director Mr Nathan Lude. The Corporate Governance Plan, which includes the Board Charter, is available on the Governance page of the Com- pany’s website. |
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| 1.2 | A listed entity should: (a) undertake appropriate checks before ap- pointing a person, or putting forward to se- curity holders a candidate for election, as a director; and (b) provide security holders with all material in- formation in its possession relevant to a de- cision on whether or not to elect or re-elect a director. |
Yes | As part of the process for the identification of suitable fu- ture candidates the Board will take into consideration the person’s character, experience, education, financial his- tory and background. All material information relevant to whether to elect or re- elect a Director is provided to the Company’s shareholders as part of the Notice of Meeting and Explanatory State- ment for the relevant meeting of shareholders which ad- dresses the election or re-election of a Director. Details of the Directors in office, including their qualifica- tions, experience, date of appointment and their status as Non-Executive, independent or Executive Director are set out in the Directors’ Report in the Company’s Annual Re- port. |
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Ansila Energy NL (ACN 150 624 169) T +61(8) 9226 2011 E [email protected] Level 1, 89 St Georges Terrace, Perth WA 6000 PO Box Z5187, Perth WA 6831 www.ansilaenergy.com.au
| PRINCIPLES AND RECOMMENDATIONS | PRINCIPLES AND RECOMMENDATIONS | COMPLY | DISCLOSURE |
|---|---|---|---|
| The Company’s Corporate Governance Plan is available on the Governance page of its Company’s website. |
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| 1.3 | A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. |
Yes | Each Executive Director and senior executive of the Com- pany has an employment agreement or service agreement and the Non-Executive Directors have a letter of appoint- ment which details the terms and conditions of appoint- ment. |
| 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. |
Yes | The Company Secretary reports directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board. |
| 1.5 | A listed entity should: (a) have a diversity policy which includes re- quirements for the board or a relevant com- mittee of the board to set measurable ob- jectives 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 pe- riod the measurable objectives for achieving gender diversity set by the board or a rele- vant committee of the board in accordance with the entity’s diversity policy and its pro- gress 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 execu- tive” 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. |
No | The Company’s Corporate Governance Plan includes a Di- versity Policy, which provides a framework for establishing measureable objectives for achieving gender diversity and for the Board to assess annually both the objectives and progress in achieving them. Due to the size of the Company, the Board does not con- sider it appropriate at this time, to formally set measura- ble objectives for gender diversity. The Board continues to monitor diversity across the organisation and is satisfied with the current level of gender diversity within the Com- pany. As at 30 June 2020, the Company had no women employees in the whole organisation, women in senior executive posi- tions or women on the Board. The Corporate Governance Plan, which includes the Diver- sity Policy, is available on the Governance page of the Com- pany’s website. |
| 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 pe- riod, whether a performance evaluation was undertaken in the reporting period in accordance with that process. |
Yes | The Company’s Corporate Governance Plan includes a sec- tion on performance evaluation practices adopted by the Company. The Corporate Governance Plan, which in- cludes the Board Charter, is available on the Governance page of the Company’s website. Given the current size of the Board, the Chairman is respon- sible for assessing the performance of Directors and the Board. For the 2020 financial year, there was no formal perfor- mance evaluation undertaken. The Board considers that performance evaluation can be effectively assessed on an informal basis. |
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Ansila Energy NL (ACN 150 624 169) T +61(8) 9226 2011 E [email protected] Level 1, 89 St Georges Terrace, Perth WA 6000 PO Box Z5187, Perth WA 6831 www.ansilaenergy.com.au
| PRINCIPLES AND RECOMMENDATIONS | PRINCIPLES AND RECOMMENDATIONS | COMPLY | DISCLOSURE |
|---|---|---|---|
| 1.7 | A listed entity should: (a) have and disclose a process for periodically evaluating the performance of its senior ex- ecutives; and (b) disclose, in relation to each reporting pe- riod, whether a performance evaluation was undertaken in the reporting period in accordance with that process. |
Yes | The Company’s Corporate Governance Plan includes a sec- tion on performance evaluation practices adopted by the Company. The Corporate Governance Plan, which in- cludes the Board Charter, is available on the Governance page of the Company’s website. The Chief Executive Officer or person fulfilling that role is responsible for reviewing the performance of executive management at least once each calendar year. No formal performance evaluation was undertaken during the 2020 financial year. The Company has no executive management other than its three executive directors. |
| Principle 2: Structure the board to add value A listed entity should have a board of an appropriate size, composition, skills and commitment to enable it to discharge its duties effectively. |
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| 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 in- dividual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it em- ploys to address board succession issues and to ensure that the board has the appro- priate balance of skills, knowledge, experi- ence, independence and diversity to enable it to discharge its duties and responsibilities effectively. |
No | No formal nomination committee has been established by the Company. The Board, as a whole, currently fulfils the role of the Nomination Committee. The Company’s Cor- porate Governance Plan is available on the Governance page of its website and contains principles to guide the Board when considering nomination matters. The Company considers that a formal nomination commit- tee is not essential at this stage and the duties can be ef- fectively carried out by the board. The Board devotes time at Board meetings to discuss Board succession issues, and to review and assess the appropriate balance of skills, ex- perience, independence and knowledge required of the Board. All members of the Board are involved in the Com- pany's nomination process, to the maximum extent per- mitted under the Corporations Act and ASX Listing Rules. The Board periodically reviews and updates the Compa- ny's Board skills matrix (in accordance with Recommenda- tion 2.2) to assess the appropriate balance of skills, experi- ence, independence and knowledge of the Board. |
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Ansila Energy NL (ACN 150 624 169) T +61(8) 9226 2011 E [email protected] Level 1, 89 St Georges Terrace, Perth WA 6000 PO Box Z5187, Perth WA 6831 www.ansilaenergy.com.au
| PRINCIPLES AND RECOMMENDATIONS | PRINCIPLES AND RECOMMENDATIONS | COMPLY | DISCLOSURE | DISCLOSURE | DISCLOSURE | |
|---|---|---|---|---|---|---|
| 2.2 | A listed entity should have and disclose a board skills matrix setting out the mix of skills and di- versity that the board is currently has or is look- ing to achieve in its membership. |
Yes | The Company’s Corporate Governance Plan provides that the Board will regularly review the appropriate mix of skills and expertise to facilitate successful strategic direction. The term in office held by each director at the date of this statement and the details of the professional skills and ex- pertise of each of the directors are set out in the Directors’ Report in the Annual Report. The Company has developed the following board skills matrix . Identified Skills Executive Directors Non – Ex- ecutive Di- rector Corporategovernance 3 1 Legal - - Finance and company ad- ministration 3 1 Oil and Gas industry knowledge and direct expe- rience 3 1 Investor Relations and Mar- keting 3 1 Corporate Transactions and Project Generation 3 1 Business management 3 1 |
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| Identified Skills | Executive Directors |
Non – Ex- ecutive Di- rector |
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| Corporategovernance | 3 | 1 | ||||
| Legal | - | - | ||||
| Finance and company ad- ministration |
3 | 1 | ||||
| Oil and Gas industry knowledge and direct expe- rience |
3 | 1 | ||||
| Investor Relations and Mar- keting |
3 | 1 | ||||
| Corporate Transactions and Project Generation |
3 | 1 | ||||
| Business management | 3 | 1 | ||||
| 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, associ- ation or relationship that might cause doubt about the independence as a director, but the board is of the opinion that it does not compromise the independence of the direc- tor, the nature of the interest, position, as- sociation or relationship in question and an explanation of why the board is of that opin- ion; and (c) the length of service of each director. |
Yes | The Chair of the Board, Mr Bevan Tarratt is considered to be independent. |
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| 2.4 | A majority of the board of a listed entity should be independent directors. |
No | A majority of the Board are not independent Directors. | |||
| 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. |
Yes | The Chair of the Board, Mr Bevan Tarratt is considered to be independent, and he is not the CEO or an executive Di- rector. |
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Ansila Energy NL (ACN 150 624 169) T +61(8) 9226 2011 E [email protected] Level 1, 89 St Georges Terrace, Perth WA 6000 PO Box Z5187, Perth WA 6831 www.ansilaenergy.com.au
| PRINCIPLES AND RECOMMENDATIONS | PRINCIPLES AND RECOMMENDATIONS | COMPLY | DISCLOSURE |
|---|---|---|---|
| 2.6 | A listed entity should have a program for induct- ing new directors and provide appropriate pro- fessional development opportunities for direc- tors to develop and maintain the skills and knowledge needed to perform their role as di- rectors effectively. |
Yes | The Company’s Corporate Governance Plan provides for the induction and professional development for the Board. The Corporate Governance Plan is available on the Gov- ernance page of the Company’s website. |
| Principle 3: Act ethically and responsibly A listed entity should act ethically and responsibly. |
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| 3.1 | A listed entity should: (a) have a code of conduct for its directors, sen- ior executives and employees; and (b) disclose that code or a summary of it. |
Yes | The Company’s Corporate Governance Plan includes a Code of Conduct, which provides a framework for deci- sions and actions in relation to ethical conduct in employ- ment. It underpins the Company’s commitment to integ- rity and fair dealing in its business affairs and to a duty of care to all employees, clients and stakeholders. The Company has an Anti-Bribery and Corruption Policy which specifies the principles of business conduct and eth- ics to be followed by the Directors, officers and employees for the prevention of bribery and corruption. It also pro- vides guidance on how to try to ensure that third parties who act on the Company’s behalf follow equivalent stand- ards. The Corporate Governance Plan, which includes the Cor- porate Code of Conduct, and the Anti-Bribery & Corrup- tion Policy, are available on the Governance page of the Company’s website. |
| Principle 4: Safeguard integrity in financial reporting A listed entity should have formal and rigorous processes that independently verify and safeguard the integrity of its corporate reporting. |
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| 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 independ- ent 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 experi- ence of the members of the commit- tee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the in- dividual attendances of the members at those meetings; or (b) if it does not have an audit committee, dis- close that fact and the processes it employs that verify and safeguard the integrity of its corporate reporting,includingtheprocesses |
No | No formal audit committee has been established by the Company. The duties normally reserved for the audit committee are undertaken by the full board of the Com- pany. The Company’s Corporate Governance Plan is avail- able on the Governance page of its website, and contains an Audit and Risk Management Committee Charter. The Company considers that a formal audit committee is not essential at this stage and the duties can be effectively carried out by the Board. The qualifications and experi- ence of each director are disclosed in the Company’s An- nual Report. The Board devotes time at Board meetings to review the Company’s financial performance, and annually to fulfil the roles and responsibilities associated with maintaining the Company's internal audit function and arrangements with external auditors. All members of the Board are in- volved in the Company's audit function to ensure the proper maintenance of the entity and the integrity of all corporate and financial reporting. |
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Ansila Energy NL (ACN 150 624 169) T +61(8) 9226 2011 E [email protected] Level 1, 89 St Georges Terrace, Perth WA 6000 PO Box Z5187, Perth WA 6831 www.ansilaenergy.com.au
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| PRINCIPLES AND RECOMMENDATIONS | PRINCIPLES AND RECOMMENDATIONS | COMPLY | DISCLOSURE |
|---|---|---|---|
| for the appointment and removal of the ex- ternal auditor and the rotation of the audit engagement partner. |
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| 4.2 | The board of a listed entity should, before it ap- proves the entity’s financial statements for a fi- nancial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly main- tained 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 opin- ion has been formed on the basis of a sound sys- tem of risk management and internal control which is operating effectively. |
Yes | The CEO and CFO declaration is provided to the Board prior to the sign-off of both the full-year financial state- ments and the half-year financial statements. |
| 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. |
Yes | The Company invites the auditor to attend its AGM to an- swer questions from security holders relevant to the audit. |
| Principle 5: Make timely and balanced disclosure A listed entity should make timely and balanced disclosure of all matters concerning it that a reasonable person would expect to have a material effect on the price or value of its securities. |
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| 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 the policy or a summary of it. |
Yes | The Company’s Corporate Governance Plan includes a Dis- closure Policy. The Corporate Governance Plan is available on the Governance page of the Company’s website. The focus of the Policy is on continuous disclosure compli- ance with the ASX Listing Rules and improving access to in- formation for investors. |
| Principle 6: Respect the rights of security holders A listed entity should respect the rights of its security holders by providing them with appropriate information and facilities to allow them to exercise those rights effectively. |
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| 6.1 | A listed entity should provide information about itself and its governance to investors via its web- site. |
Yes | The Company’s website provides information about itself and its governance for investors. |
| 6.2 | A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors. |
Yes | The Company encourages security holders to attend and participate in general meetings and makes itself available to meet security holders and regularly responds to tele- phone or email enquiries from security holders. |
| 6.3 | A listed entity should disclose the policies and processes it has in place to facilitate and encour- age participation at meetings of security holders. |
Yes | The Company encourages security holders to attend and participate in general meetings. |
| 6.4 | A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its secu- rity registry electronically. |
Yes | Security holders are able to email enquiries toinfo@ansi- laenergy.com.au. The Company’s share registry provides security holders with the option to receive communications electronically. |
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Ansila Energy NL (ACN 150 624 169) T +61(8) 9226 2011 E [email protected] Level 1, 89 St Georges Terrace, Perth WA 6000 PO Box Z5187, Perth WA 6831 www.ansilaenergy.com.au
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PRINCIPLES AND RECOMMENDATIONS
COMPLY DISCLOSURE
| PRINCIPLES AND RECOMMENDATIONS | PRINCIPLES AND RECOMMENDATIONS | COMPLY | DISCLOSURE |
|---|---|---|---|
| Principle 7: Recognise and manage risk A listed entity should establish a sound risk management framework and periodically review the effectiveness of that framework. |
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| 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 major- ity of whom are independent direc- tors; and (2) is chaired by an independent direc- tor; and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting pe- riod, the number of times the com- mittee 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 com- mittees that satisfy (a) above, disclose that fact and the processes it employs for over- seeing the entity’s risk management frame- work. |
No | No formal risk committee has been established by the Company. The duties normally reserved for the audit com- mittee are undertaken by the full board of the Company. The Company’s Corporate Governance Plan is available on the Governance page of its website, and contains an Audit and Risk Management Committee Charter. The Board determines the Company’s “risk profile” and is responsible for overseeing and approving risk manage- ment strategy and policies, internal compliance and inter- nal control. Risk is managed at the Board level with all members included in the process. The Board devotes time at Board meetings to fulfil the roles and responsibilities as- sociated with overseeing risk and maintaining the entity's risk management framework and associated internal com- pliance and control procedures. The Company considers that a formal risk committee is not essential at this stage and the duties can be effectively carried out by the Board with the assistance of senior management. |
| 7.2 | The board or a committee of the board should: (a) review the entity’s risk management frame- work at least annually to satisfy itself that it continues to be sound; and (b) disclose, in relation to each reporting pe- riod, whether such a review has taken place. |
Yes | The Company’s Corporate Governance Plan includes a risk management policy. The Corporate Governance Plan is available on the Governance page of the Company’s web- site. The Board has reviewed the effectiveness of risk manage- ment and internal compliance and control on an annual basis. The Board also meets on a regular basis to discuss the operating activities of the Company. As part of this, all risks are considered including but not limited to strategic, operational, legal, reputation and financial risks |
| 7.3 | A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it per- forms; and (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the ef- fectiveness of its risk management and in- ternal control processes. |
Yes | Due to the size of the Company, the Board does not con- sider it necessary at this time, to formally implement an internal audit function. The Board continually monitors the risk management and internal control processes adopted by the Company to ensure they are appropriate to the operations of the Group. |
| 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. |
Yes | The Company is of the view that its operations do not cre- ate a material exposure to economic or social sustainabil- ity risks. The Company manages its exposure to environ- mental risks in accordance with its risk management policy and the laws of the jurisdictions in which it operates, and by ensuring contractors engaged to conduct operations do so in accordance with industry best practice. |
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Ansila Energy NL (ACN 150 624 169) T +61(8) 9226 2011 E [email protected] Level 1, 89 St Georges Terrace, Perth WA 6000 PO Box Z5187, Perth WA 6831 www.ansilaenergy.com.au
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PRINCIPLES AND RECOMMENDATIONS
COMPLY DISCLOSURE
Principle 8: Remunerate fairly and responsibly
A listed entity should pay director remuneration sufficient to attract and retain high quality directors and design its executive remuneration to attract, retain and motivate high quality senior executives and to align their interests with the creation of value for security holders.
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8.1 The board of a listed entity should:
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(a) have a remuneration committee, which:
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(1) has at least three members, a majority of whom are independent directors; and
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(2) is chaired by an independent director, and disclose:
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No
No formal remuneration committee has been established by the Company. The duties normally reserved for a remuneration committee are undertaken by the Board as a whole. The Company’s Corporate Governance Plan is available on the Governance page of its website and contains principles to guide the Board when considering remuneration matters.
The Board ensures that no individual director or senior ex(3) the charter of the committee; ecutive is involved in deciding their own remuneration. (4) the members of the committee; and The Board devotes time as required, and at least annually, (5) as at the end of each reporting period at Board meetings to fulfilling the roles and responsibilities the number of times the committee associated with setting the level and composition of remumet throughout the period and the inneration for directors and senior executives and ensuring dividual attendances of the members that such remuneration is appropriate and not excessive. at those meetings; or The Company’s annual remuneration report which is pub(b) if it does not have a remuneration commitlished in the Annual Report provides comment on the relatee, disclose that fact and the processes it tionship between remuneration and performance and employs for setting the level and composihow it is aligned to the creation of value for security holdtion of remuneration for directors and seners. ior executives and ensuring that such remuThe Company considers that a formal remuneration comneration is appropriate and not excessive. mittee is not essential at this stage and the duties can be effectively carried out by the full board. 8.2 A listed entity should separately disclose its poliYes Remuneration of the Company’s Non-Executive Directors, cies and practices regarding the remuneration of Executive Directors and senior executives is set out in the non-executive directors and the remuneration of Company’s Remuneration Report (which forms part of the executive directors and other senior executives. Directors’ Report) in the Company’s Annual Report. 8.3 A listed entity which has an equity-based remuYes Company personnel are restricted from hedging Ansila seneration scheme should: curities. Clearance from the Board must be received prior (a) have a policy on whether participants are to entering into such a transaction. These restrictions are permitted to enter into transactions contained in the Company’s Securities Trading Policy, a (whether through the use of derivatives or copy of which is available on the Company’s website. otherwise) which limit the economic risk of participating in the scheme; and
- (b) disclose that policy or a summary of it.
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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: | |
|---|---|
| ANSILA ENERGY NL | |
| ABN / ARBN: 11 150 624 169 |
Financial year ended: |
| 11 150 624 169 | 30 JUNE 2020 |
Our corporate governance statement[2] for the above period above can be found at:[3]
☐ These pages of our annual report:
☒ This URL on our website: http://www.ansilaenergy.com.au/corporate-governance/
The Corporate Governance Statement is accurate and up to date as at 30 September 2020 and has been approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located.
Date: 30 September 2020 Name of Director or Secretary authorising lodgement: Ben Secrett 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. You can, if you wish, delete the option which is not applicable.
Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection.
Page 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 NOT followed the recommendation in full for the whole of the period above. We have disclosed …4 |
|---|---|---|---|
| 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 [insert location]… 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 the Company’s Corporate Governance Policies available at http://www.ansilaenergy.com.au/corporate-governance/ |
☐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☒in the Company’s Corporate Governance Policies available athttp://www.ansilaenergy.com.au/corporate-governance/ |
☐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☒in the Company’s Corporate Governance Policies available athttp://www.ansilaenergy.com.au/corporate-governance/ |
☐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☒in the Company’s Corporate Governance Policies available athttp://www.ansilaenergy.com.au/corporate-governance/ |
☐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 If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.
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| 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 NOT followed the recommendation in full for the whole of the period above. We have disclosed …4 |
|---|---|---|---|
| 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 [insert location]… and a copy of our diversity policy or a summary of it: ☒in the Company’s Corporate Governance Policies available athttp://www.ansilaenergy.com.au/corporate-governance/ … and 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 StatementOR☐at [insert location]… and the information referred to in paragraphs (c)(1) or (2): ☒in our Corporate Governance Statement OR☐at [insert 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 NOTE:The Company has a Diversity Policy which complies with the requirements of Recommendation 1.5(a), and the Diversity Policy is contained in the Company’s Corporate Governance Policies available at http://www.ansilaenergy.com.au/corporate-governance/ The Company has not set measurable objectives for achieving gender diversity but has disclosed the gender composition of the Company in its Corporate Governance Statement |
| 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☒in the Company’s Corporate Governance Policies available athttp://www.ansilaenergy.com.au/corporate-governance/ … and the information referred to in paragraph (b): ☒in our Corporate Governance Statement OR☐at [insert 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 | 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 …4 |
|---|---|---|---|
| 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 OR☒in the Company’s Corporate Governance Policies available athttp://www.ansilaenergy.com.au/corporate-governance/ … and the information referred to in paragraph (b): ☒in our Corporate Governance Statement OR☐at [insert 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 |
Page 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 NOT followed the recommendation in full for the whole of the period above. We have disclosed …4 |
|---|---|---|---|
| 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 StatementOR☐at [insert location]… and a copy of the charter of the committee: ☒in the Company’s Corporate Governance Policies available athttp://www.ansilaenergy.com.au/corporate-governance/ … and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance StatementOR☒in the Company’s Annual Report for the reporting period[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 StatementOR☐at [insert 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 |
| 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 StatementOR☐at [insert 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 | 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 …4 |
|---|---|---|---|
| 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 [insert location]… and, where applicable, the information referred to in paragraph (b): ☐in our Corporate Governance Statement OR☐at [insert location]… and the length of service of each director: ☐in our Corporate Governance StatementOR☒in the Company’s Annual Report for the reporting period |
☐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 [insert 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 |
| 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 [insert 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 |
| 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☒in the Company’s Corporate Governance Policies available athttp://www.ansilaenergy.com.au/corporate-governance/ |
☐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☒in the Company’s Corporate Governance Policies available athttp://www.ansilaenergy.com.au/corporate-governance/ |
☐an explanation why that is so in our Corporate GovernanceStatement |
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| 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 NOT followed the recommendation in full for the whole of the period above. We have disclosed …4 |
|---|---|---|---|
| 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 [insert location]… and a copy of the charter of the committee: ☒in the Company’s Corporate Governance Policies available athttp://www.ansilaenergy.com.au/corporate-governance/ … and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance Statement OR☒in the Company’s Annual Report for the reporting period[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 [insert location] |
☒an explanation why that is so in our Corporate Governance Statement |
| 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 [insert location] |
☐an explanation why that is so in our Corporate Governance Statement |
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| 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 NOT followed the recommendation in full for the whole of the period above. We have disclosed …4 |
|---|---|---|---|
| 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 [insert location] |
☐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☒in the Company’s Corporate Governance Policies available athttp://www.ansilaenergy.com.au/corporate-governance/ |
☐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 http://www.ansilaenergy.com.au/ |
☐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☒in the Company’s Corporate Governance Policies available athttp://www.ansilaenergy.com.au/corporate-governance/ |
☐an explanation why that is so in our Corporate Governance Statement |
| 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☒in the Company’s Corporate Governance Policies available athttp://www.ansilaenergy.com.au/corporate-governance/ |
☐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☒in the Company’s Corporate Governance Policies available athttp://www.ansilaenergy.com.au/corporate-governance/ |
☐an explanation why that is so in our Corporate Governance Statement |
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| 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 NOT followed the recommendation in full for the whole of the period above. We have disclosed …4 |
|---|---|---|---|
| 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 [insert location]… and a copy of the charter of the committee: ☒in the Company’s Corporate Governance Policies available athttp://www.ansilaenergy.com.au/corporate-governance/ … and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance Statement OR☒in the Company’s Annual Report for the reporting period[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 [insert location] |
☒an explanation why that is so in our Corporate Governance Statement |
| 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 board or a committee of the board reviews the entity’s risk management framework at least annually to satisfy itself that it continues to be sound: ☒in our Corporate Governance Statement OR☐at [insert location]… and that such a review has taken place in the reporting period covered by this Appendix 4G: ☒in our Corporate Governance StatementOR☐at [insert location] |
☐an explanation why that is so in our Corporate Governance Statement |
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| 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 NOT followed the recommendation in full for the whole of the period above. We have disclosed …4 |
|---|---|---|---|
| 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 [insert location][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 [insert location] |
☐an explanation why that is so in our Corporate Governance Statement |
| 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☒in the Company’s Annual Report for the reporting period |
☐an explanation why that is so in our Corporate Governance Statement |
Page 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 NOT followed the recommendation in full for the whole of the period above. We have disclosed …4 |
|---|---|---|---|
| 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 [insert location]… and a copy of the charter of the committee: ☒in the Company’s Corporate Governance Policies available athttp://www.ansilaenergy.com.au/corporate-governance/ … and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance Statement OR☒in the Company’s Annual Report for the reporting period[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 [insert 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 |
| 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 [insert 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 | 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 …4 |
|---|---|---|---|
| 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 StatementOR☒in the Company’s Corporate Governance Policies available athttp://www.ansilaenergy.com.au/corporate-governance/ |
☐an explanation why that is so in our Corporate Governance Statement OR ☐w e do not have an equity-based remuneration scheme and this recommendation is therefore not applicableOR ☐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 [insert location] |
☐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 StatementOR☐at [insert location] |
☐an explanation why that is so in our Corporate Governance Statement |
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