HUMM GROUP LIMITED — Governance Information 2015

Aug 16, 2015

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity
FlexiGroup Limited
ABN/ARBN	Financial year ended
122 574 583	30 June 2015
Our corporate governance statement 2 for the above period above can be found at: 3
$\boxtimes$ these pages of our annual report:	$33$ to 43 inclusive
$\Box$ this URL on our website:

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

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

Date here: 17 August 2015

Sign here:

all-probition
fcompany secretary

^<sup>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.

^<sup>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.

^<sup>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.

ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES

We have NOT followed the recommendation in	full for the whole of the period above. We have disclosed		an explanation why that is so in our Corporate we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR				an explanation why that is so in our Corporate we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR		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
We have followed the recommendation in full for the whole of the period above. We have disclosed			$\boxtimes$ in our Corporate Governance Statement $\text{OR}$ the fact that we follow this recommendation: at this location:	location here Insert	of our board and management (including those matters expressly and information about the respective roles and responsibilities reserved to the board and those delegated to management): at this location:	www.flexigroup.com.au/investorcentre/corporategovernance Insert location here	in our Corporate Governance Statement OR the fact that we follow this recommendation: at this location: $\boxtimes$	location here Insert	in our Corporate Governance Statement OR the fact that we follow this recommendation: 又	at this location:	Insert location here
Corporate Governance Council recommendation		PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT	(a) the respective roles and responsibilities of its (b) those matters expressly reserved to the board and those delegated to management. board and management; and A listed entity should disclose:				before appointing a person, or putting forward to security holders a candidate for election, as a checks appropriate A listed entity should: director; and (a) undertake 1.2	decision on whether or not to elect or re-elect information in its possession relevant to a (b) provide security holders with all material a director.	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. 1.3

$\overline{c}$

We have NOT followed the recommendation in full for the whole of the period above. We have disclosed	an explanation why that is so in our Corporate we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR	an explanation why that is so in our Corporate we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR
We have followed the recommendation in full for the whole of the period above. We have disclosed	in our Corporate Governance Statement OR the fact that we follow this recommendation: location here at this location: Insert X	www.flexigroup.com.au/investorcentre/corporategovernance the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance and the information referred to in paragraphs $(c)(1)$ or $(2)$ : with our diversity policy and our progress towards achieving the fact that we have a diversity policy that complies with and a copy of our diversity policy or a summary of it: in our Corporate Governance Statement OR in our Corporate Governance Statement OR in our Corporate Governance Statement OR Insert location here Insert location here location here location here at this location: at this location: at this location: at this location: $\dot{a}$ : paragraph Insert Insert them: $\boxtimes$ $\boxtimes$ $\boxtimes$ $\boxtimes$
Corporate Governance Council recommendation	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.	diversity set by the board or a relevant policy which includes requirements for the board or a relevant assess annually both the objectives and the women on the board, in senior executive the Workplace Gender Equality Act, the committee of the board to set measurable objectives for achieving gender diversity and to (c) disclose as at the end of each reporting period the measurable objectives for achieving gender committee of the board in accordance with the progress (1) the respective proportions of men and positions and across the whole organisation (2) if the entity is a "relevant employer" under (including how the entity has defined "Gender Equality Indicators", as defined in and published "senior executive" for these purposes); or (b) disclose that policy or a summary of it; and entity's diversity policy and its towards achieving them and either: entity's progress in achieving them; entity's most recent diversity under that Act. A listed entity should: (a) have a

	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole	We have NOT followed the recommendation in
		of the period above. We have disclosed	full for the whole of the period above. We have disclosed
$\frac{6}{1}$	evaluating the performance of the board, its (a) have and disclose a process for periodically (b) disclose, in relation to each reporting period, committees and individual directors; and A listed entity should:	the evaluation process referred to in paragraph (a): $\boxtimes$ in our Corporate Governance Statement $\underline{\text{OR}}$ at this location:	an explanation why that is so in our Corporate we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR
	performance evaluation was undertaken in the reporting period in accordance with that process. whether a	and the information referred to in paragraph (b): Corporate Governance Statement OR Insert location here at this location: $\sum$ in our (
		Insert location here
17	(a) have and disclose a process for periodically evaluating the performance of its senior (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process. A listed entity should: executives; and	the evaluation process referred to in paragraph (a): . and the information referred to in paragraph (b): $\mathbf{\Xi}$ in our Corporate Governance Statement $\mathbf{\Omega} \mathbf{R}$ $\mathbf{\Xi}$ in our Corporate Governance Statement $\underline{\text{OR}}$ Insert location here Insert location here at this location: location: at this	an explanation why that is so in our Corporate we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR

PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed
(1) has at least three members, a majority of (5) as at the end of each reporting period, the met throughout the period and the individual at those disclose that fact and the processes it employs (b) if it does not have a nomination committee, number of times the committee independence and diversity to enable it to (2) is chaired by an independent director, ensure that the board has the appropriate whom are independent directors; and to address board succession issues and to balance of skills, knowledge, experience, $(4)$ the members of the committee; and discharge its duties and responsibilities (a) have a nomination committee which: attendances of the members (3) the charter of the committee; The board of a listed entity should: meetings; OR and disclose: effectively.	www.flexigroup.com.au/investorcentre/corporategovernance knowledge, experience, independence and diversity to enable it to the fact that we do not have a nomination committee and the the fact that we have a nomination committee that complies processes we employ to address board succession issues and to and the information referred to in paragraphs $(4)$ and $(5)$ : ensure that the board has the appropriate balance of skills, discharge its duties and responsibilities effectively: in our Corporate Governance Statement OR in our Corporate Governance Statement OR in our Corporate Governance Statement OR and a copy of the charter of the committee: [If the entity complies with paragraph (b):] [If the entity complies with paragraph (a):] with paragraphs (1) and (2): location here location here Insert location here Insert location here at this location: at this location: at this location: at this location: Insert Insert $\boxtimes$ ⊠ $\boxtimes$	an explanation why that is so in our Corporate we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR

	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole od above. We have disclosed of the peri	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed
2.2	diversity that the board currently has or is looking A listed entity should have and disclose a board skills matrix setting out the mix of skills and to achieve in its membership.	Corporate Governance Statement OR our board skills matrix: ocation here at this location: $\sum_{\text{in our}}$ Insert I	an explanation why that is so in our Corporate we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR
2.3	(a) the names of the directors considered by the 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 association or relationship of the type interest, position, association or relationship in question and an explanation of why the board position, (c) the length of service of each director. (b) if a director has an interest, board to be independent directors; A listed entity should disclose: is of that opinion; and	plicable, the information referred to in paragraph (b): the names of the directors considered by the board to be Corporate Governance Statement OR Corporate Governance Statement OR Corporate Governance Statement OR the length of service of each director: independent directors: Insert location here Insert location here Insert location here at this location: at this location: at this location: in our where ap $\sum_{\text{in our}}$ 区 in our $\overline{\boxtimes}$	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.	Corporate Governance Statement OR the fact that we follow this recommendation: Insert location here at this location: $\sum_{\text{in our}}$	an explanation why that is so in our Corporate we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR

$\bullet$

	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed
2.5	an independent director and, in particular, should The chair of the board of a listed entity should be not be the same person as the CEO of the entity.	in our Corporate Governance Statement OR the fact that we follow this recommendation: Insert location here location: at this $\boxtimes$	an explanation why that is so in our Corporate we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR
2.6	A listed entity should have a program for inducting development opportunities for directors to develop and maintain the skills and knowledge needed to new directors and provide appropriate professional perform their role as directors effectively.	in our Corporate Governance Statement OR the fact that we follow this recommendation: Insert location here location: at this $\boxtimes$	an explanation why that is so in our Corporate we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR
	PRINCIPLE 3 - ACT ETHICALLY AND RESPONSIBLY
3.1	(a) have a code of conduct for its directors, senior (b) disclose that code or a summary of it. executives and employees; and A listed entity should:	in our Corporate Governance Statement OR our code of conduct or a summary of it: location: at this X	an explanation why that is so in our Corporate Governance Statement
		Insert location here
	PRINCIPLE 4 - SAFEGUARD INTEGRITY IN CORPORATE REPORTING
4.1	non-executive directors and a majority of (1) has at least three members, all of whom are $(4)$ the relevant qualifications and experience (2) is chaired by an independent director, who (5) in relation to each reporting period, the number of times the committee met of the members of the committee; and whom are independent directors; and (3) the charter of the committee; (a) have an audit committee which: is not the chair of the board, The board of a listed entity should: and disclose:	www.flexigroup.com.au/investorcentre/corporategovernance the fact that we have an audit committee that complies with in our Corporate Governance Statement OR and a copy of the charter of the committee: [If the entity complies with paragraph (a):] paragraphs (1) and (2): Insert location here Insert location here location: location: at this at this 冈 X	an explanation why that is so in our Corporate Governance Statement

$\overline{\phantom{0}}$

Corporate Governance Council recommendation	attendances of the members at those throughout the period and the individual	We have followed the recommendation in full for the whole and the information referred to in paragraphs $(4)$ and $(5)$ : 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
of the external auditor and the rotation of the integrity of its corporate reporting, including (b) if it does not have an audit committee, disclose that fact and the processes it employs that the processes for the appointment and removal independently verify and safeguard audit engagement partner. meetings; OR	$\mathbf{H}$	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 the fact that we do not have an audit committee and the Corporate Governance Statement OR in our Corporate Governance Statement OR [If the entity complies with paragraph (b):] rotation of the audit engagement partner: Insert location here at this location: at this location: in our $\boxtimes$
		location here Insert
comply with the appropriate accounting standards position and performance of the entity and that financial period, receive from its CEO and CFO sound system of risk management and internal approves the entity's financial statements for a declaration that, in their opinion, the financial the opinion has been formed on the basis of a maintained and that the financial statements The board of a listed entity should, before it and give a true and fair view of the financial records of the entity have been properly control which is operating effectively.	ιý,	Corporate Governance Statement OR the fact that we follow this recommendation: Insert location here at this location: in our $\boxtimes$	an explanation why that is so in our Corporate Governance Statement
that its external auditor attends its AGM and is A listed entity that has an AGM should ensure available to answer questions from security holders relevant to the audit.		Corporate Governance Statement OR the fact that we follow this recommendation: Insert location here at this location: in our $\boxtimes$	an explanation why that is so in our Corporate we are an externally managed entity that does not hold an annual general meeting and this recommendation is therefore not applicable Governance Statement OR

	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed
	PRINCIPLE 5 - MAKE TIMELY AND BALANCED DISCLOSURE
5.1	(a) have a written policy for complying with its continuous disclosure obligations under the (b) disclose that policy or a summary of it. A listed entity should: Listing Rules; and	our continuous disclosure compliance policy or a summary of Corporate Governance Statement OR Insert location here location: in our at this X Ë	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.	www.flexigroup.com.au/investorcentre/corporategovernance information about us and our governance on our website: Insert location here at this location: Ø	an explanation why that is so in our Corporate Governance Statement
6.2	investor relations program to facilitate effective A listed entity should design and implement an two-way communication with investors	Corporate Governance Statement OR the fact that we follow this recommendation: Insert location here at this location: in our $\boxtimes$	an explanation why that is so in our Corporate Governance Statement
6.3	encourage participation at meetings of security A listed entity should disclose the policies and processes it has in place to facilitate and holders.	our policies and processes for facilitating and encouraging Corporate Governance Statement OR participation at meetings of security holders: Insert location here at this location: in our $\boxtimes$	an explanation why that is so in our Corporate not hold periodic meetings of security holders we are an externally managed entity that does and this recommendation is therefore not Governance Statement OR applicable
6.4	option to receive communications from, and send A listed entity should give security holders the communications to, the entity and its security registry electronically.	Corporate Governance Statement OR the fact that we follow this recommendation: Insert location here at this location: in our $\boxtimes$	an explanation why that is so in our Corporate Governance Statement

We have NOT followed the recommendation in full for the whole of the period above. We have disclosed		an explanation why that is so in our Corporate Governance Statement
We have followed the recommendation in full for the whole of the period above. We have disclosed		the fact that we have a committee or committees to oversee risk in our Corporate Governance Statement OR [If the entity complies with paragraph (a):] that comply with paragraphs (1) and (2): at this location: $\boxtimes$	and a copy of the charter of the committee: location here Insert	www.flexigroup.com.au/investorcentre/corporategovernance location here at this location: Insert $\overline{\mathsf{X}}$	and the information referred to in paragraphs $(4)$ and $(5)$ : in our Corporate Governance Statement OR at this location: $\boxtimes$	location here Insert	the fact that we do not have a risk committee or committees that satisfy (a) and the processes we employ for overseeing our [If the entity complies with paragraph (b):] risk management framework:	in our Corporate Governance Statement OR at this location:	location here Insert
Corporate Governance Council recommendation	PRINCIPLE 7 - RECOGNISE AND MANAGE RISK	(1) has at least three members, a majority of (a) have a committee or committees to oversee (2) is chaired by an independent director, whom are independent directors; and The board of a listed entity should: risk, each of which: 7.1	$(4)$ the members of the committee; and (3) the charter of the committee; and disclose:	(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	committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing (b) if it does not have a risk committee or the entity's risk management framework. meetings; OR

	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
7.2	(b) disclose, in relation to each reporting period, The board or a committee of the board should: framework at least annually to satisfy itself whether such a review has taken place. (a) review the entity's risk management that it continues to be sound; and	in our Corporate Governance Statement OR that we follow this recommendation: Insert location here at this location: the fact $\boxtimes$	an explanation why that is so in our Corporate Governance Statement
$\tilde{\mathcal{L}}$ .	(a) if it has an internal audit function, how the $\ddot{ }$ that fact and the processes it employs for the (b) if it does not have an internal audit function, and structured and what role evaluating and continually improving effectiveness of its risk management A listed entity should disclose: internal control processes. performs; OR $\ddot{a}$ function	the fact that we do not have an internal audit function and the how our internal audit function is structured and what role it processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control in our Corporate Governance Statement OR in our Corporate Governance Statement OR [If the entity complies with paragraph (b):] [If the entity complies with paragraph (a):] Insert location here location here at this location: at this location: Insert processes: performs: $\boxtimes$	an explanation why that is so in our Corporate Governance Statement
74	A listed entity should disclose whether it has any and social sustainability risks and, if it does, how material exposure to economic, environmental it manages or intends to manage those risks.	environmental and social sustainability risks and, if we do, how whether we have any material exposure to economic, in our Corporate Governance Statement OR we manage or intend to manage those risks: location here at this location: Insert Χ	an explanation why that is so in our Corporate Governance Statement

	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed
	PRINCIPLE 8 - REMUNERATE FAIRLY AND RESPONSIBLY
8.1	(1) has at least three members, a majority of (5) as at the end of each reporting period, the for setting the level and composition of (b) if it does not have a remuneration committee, disclose that fact and the processes it employs senior number of times the committee met attendances of the members at those such throughout the period and the individual remuneration is appropriate and not excessive. (2) is chaired by an independent director, whom are independent directors; and (a) have a remuneration committee which: $(4)$ the members of the committee; and that and (3) the charter of the committee; remuneration for directors The board of a listed entity should: ensuring and meetings; OR and disclose: executives	www.flexigroup.com.au/investorcentre/corporategovernance the fact that we do not have a remuneration committee and the the fact that we have a remuneration committee that complies remuneration for directors and senior executives and ensuring processes we employ for setting the level and composition of and the information referred to in paragraphs (4) and (5): that such remuneration is appropriate and not excessive: in our Corporate Governance Statement OR Corporate Governance Statement OR Corporate Governance Statement OR and a copy of the charter of the committee: [If the entity complies with paragraph (b):] [If the entity complies with paragraph (a):] with paragraphs (1) and (2): location here Insert location here Insert location here Insert location here at this location: at this location: at this location: at this location: Insert in our in our $\times$ X $\boxtimes$	an explanation why that is so in our Corporate we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR

an explanation why that is so in our Corporate
Governance Statement We have NOT followed the recommendation in an explanation why that is so in our Corporate an explanation why that is so in our Corporate an explanation why that is so in our Corporate full for the whole of the period above. We have we do not have an equity-based remuneration scheme and this recommendation is therefore we are an externally managed entity and this we are an externally managed entity and this recommendation is therefore not applicable recommendation is therefore not applicable Governance Statement OR Governance Statement OR Governance Statement not applicable OR disclosed... $\Box$ $\Box$ $\Box$ $\Box$ $\Box$ $\Box$ $\Box$ ... the terms governing our remuneration as manager of the entity: We have followed the recommendation in full for the whole remuneration of executive directors and other senior executives: ... separately our remuneration policies and practices regarding ... the information referred to in paragraphs (a) and (b): the remuneration of non-executive directors and the $\boxtimes$ in our Corporate Governance Statement $\underline{\text{OR}}$ in our Corporate Governance Statement OR in our Corporate Governance Statement OR $\boxtimes$ in our Corporate Governance Statement OR of the period above. We have disclosed ... ... our policy on this issue or a summary of it: ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES Insert location here Insert location here Insert location here Insert location here $\Box$ at this location: $\Box$ at this location: at this location: at this location: $\overline{\mathbb{I}}$ $\overline{1}$ $\Box$ Alternative to Recommendation 1.1 for externally disclose the terms governing the remuneration of
the manager. those Alternative to Recommendations 8.1, 8.2 and 8.3 for an equity-based permitted to enter into transactions (whether which limit the economic risk of participating The responsible entity of an externally managed (a) the arrangements between the responsible entity and the listed entity for managing the (b) the role and responsibility of the board of the An externally managed listed entity should clearly (a) have a policy on whether participants are through the use of derivatives or otherwise) policies and practices regarding the remuneration of non-executive directors and the remuneration
of executive directors and other senior executives. Corporate Governance Council recommendation A listed entity should separately disclose its overseeing (b) disclose that policy or a summary of it. externally managed listed entities: A listed entity which has $\overline{a}$ remuneration scheme should: listed entity should disclose: affairs of the listed entity; responsible entity managed listed entities: in the scheme; and arrangements. $\overline{8.2}$ 8.3