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IPD GROUP LTD — Regulatory Filings 2022
Oct 25, 2022
65136_rns_2022-10-25_67bd50bc-3590-4c01-82ee-68677406756a.pdf
Regulatory Filings
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Rules 4.7.3 and 4.10.3
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Name of entity
IPD Group Limited
| ABN/ARBN 12 111 178 351 |
Financial year ended: |
|---|---|
| 12 111 178 351 | 30 June 2022 |
Our corporate governance statement[1] for the period above can be found at:[2]
These pages of our ☐ annual report: This URL on our ☒ https://ipdgroup.com.au/investors/corporate-governance/ website:
The Corporate Governance Statement is accurate and up to date as at 26 October 2022 and has been approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located.[3] Date: 26 October 2022 Name of authorised officer Michael Austin, Company Secretary authorising lodgement:
1 “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.
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 Listing Rule 4.10.3. Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3. The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately. 2 Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable. 3 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. See notes 4 and 5 below for further instructions on how to complete this form.
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Page 1
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES
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Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should have and disclose a board charter setting ☒ we have disclosed a copy of our board charter at: ☐ set out in our Corporate Governance Statement OR
out: https://ipdgroup.com.au/investors/corporate-governance/ ☐ we are an externally managed entity and this recommendation
(a) the respective roles and responsibilities of its board and is therefore not applicable
management; and
(b) those matters expressly reserved to the board and those
delegated to management.
1.2 A listed entity should: ☒ Disclosed in our Corporate Governance Statement, available at ☐ set out in our Corporate Governance Statement OR
(a) undertake appropriate checks before appointing a director or https://ipdgroup.com.au/investors/corporate-governance/ ☐ we are an externally managed entity and this recommendation
senior executive or putting someone forward for election as is therefore not applicable
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.
1.3 A listed entity should have a written agreement with each director ☒ Disclosed in our Corporate Governance Statement, available at ☐ set out in our Corporate Governance Statement OR
and senior executive setting out the terms of their appointment. https://ipdgroup.com.au/investors/corporate-governance/ ☐ 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 ☒ Disclosed in our Corporate Governance Statement, available at ☐ set out in our Corporate Governance Statement OR
directly to the board, through the chair, on all matters to do with https://ipdgroup.com.au/investors/corporate-governance/ ☐ we are an externally managed entity and this recommendation
the proper functioning of the board.
is therefore not applicable
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4 Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with “ insert location ” underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate governance/charters/”).
5 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.
Page 2
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
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Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
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| Corporate Governance Council recommendation Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
Corporate Governance Council recommendation Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
Corporate Governance Council recommendation Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
Corporate Governance Council recommendation Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| 1.5 | A listed entity should: (a) have and disclose a diversity policy; (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and (c) disclose in relation to each reporting period: (1) the measurable objectives set for that period to achieve gender diversity; (2) the entity’s progress towards achieving those objectives; and (3) either: (A) the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or (B) 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. If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period. |
☐and we have disclosed a copy of our diversity policy at: …………………………………………………………………………….. [insert location] and we have disclosed the information referred to in paragraph (c) at: …………………………………………………………………………….. [insert location] and if we were included in the S&P / ASX 300 Index at the commencement of the reporting period our measurable objective for achieving gender diversity in the composition of its board of not less than 30% of its directors of each gender within a specified period. |
☒set out in our Corporate Governance Statement OR ☐we are an externally managed entity and this recommendation is therefore not applicable The Company has adopted a Diversity Policy which sets out the Company’s commitment to creating a diverse environment in which everyone is treated fairly and with respect. The Diversity Policy is available on the Company’s website at https://ipdgroup.com.au/investors/corporate-governance/ |
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ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
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Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
1.6 A listed entity should: ☒ ☐ set out in our Corporate Governance Statement OR
(a) have and disclose a process for periodically evaluating the and we have disclosed the evaluation process referred to in ☐ we are an externally managed entity and this recommendation
performance of the board, its committees and individual paragraph (a) at: is therefore not applicable
directors; and
Our Nomination and Remuneration Committee Charter, available at:
(b) disclose for each reporting period whether a performance -
evaluation has been undertaken in accordance with that https://ipdgroup.com.au/investors/corporate governance/
process during or in respect of that period.
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process in:
Our Corporate Governance Statement, available at
-
https://ipdgroup.com.au/investors/corporate governance/
1.7 A listed entity should: ☒ ☐ set out in our Corporate Governance Statement OR
(a) have and disclose a process for evaluating the performance and we have disclosed the evaluation process referred to in ☐ we are an externally managed entity and this recommendation
of its senior executives at least once every reporting period; paragraph (a) at: is therefore not applicable
and
Our Corporate Governance Statement, available at
(b) disclose for each reporting period whether a performance -
evaluation has been undertaken in accordance with that https://ipdgroup.com.au/investors/corporate governance/
process during or in respect of that period.
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process in:
Our Corporate Governance Statement, available at
-
https://ipdgroup.com.au/investors/corporate governance/
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Page 4
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
Corporate Governance Council recommendation Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
Corporate Governance Council recommendation Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
Corporate Governance Council recommendation Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
Corporate Governance Council recommendation Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|---|
| PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND 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):] and we have disclosed a copy of the charter of the committee at: …………………………………………………………………………….. [insert location] and the information referred to in paragraphs (4) and (5) at: …………………………………………………………………………….. [insert location] [If the entity complies with paragraph (b):] and we have disclosed 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 at: …………………………………………………………………………….. [insert location] ☒set out 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 that the board currently has or is looking to achieve in its membership. |
☒and we have disclosed our board skills matrix at: Our Board Skills Matrix, available at https://ipdgroup.com.au/investors/corporate-governance/ |
☐set out in our Corporate Governance Statement OR ☐we are an externally managed entity and this recommendation is therefore not applicable |
Page 5
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
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Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
2.3 A listed entity should disclose: ☒ ☐ set out in our Corporate Governance Statement
(a) the names of the directors considered by the board to be
and we have disclosed the names of the directors considered by the
independent directors;
board to be independent directors at:
(b) if a director has an interest, position, affiliation or
Our Corporate Governance Statement, available at
relationship of the type described in Box 2.3 but the board -
https://ipdgroup.com.au/investors/corporate governance/
is of the opinion that it does not compromise the
independence of the director, the nature of the interest,
position or relationship in question and an explanation of and, where applicable, the information referred to in paragraph (b)
why the board is of that opinion; and at:
(c) the length of service of each director. Details are contained in the Directors Report of the 2022 Annual
Report
and the length of service of each director at:
Details are contained in the Directors Report of the 2022 Annual
Report
2.4 A majority of the board of a listed entity should be independent ☐ ☒ set out in our Corporate Governance Statement OR
directors.
☐ 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 ☒ Disclosed in our Corporate Governance Statement, available at ☐ set out in our Corporate Governance Statement OR
independent director and, in particular, should not be the same https://ipdgroup.com.au/investors/corporate-governance/ ☐ we are an externally managed entity and this recommendation
person as the CEO of the entity.
is therefore not applicable
2.6 A listed entity should have a program for inducting new ☒ Disclosed in our Corporate Governance Statement, available at ☐ set out in our Corporate Governance Statement OR
directors and for periodically reviewing whether there is a need https://ipdgroup.com.au/investors/corporate-governance/ ☐ we are an externally managed entity and this recommendation
for existing directors to undertake professional development to
is therefore not applicable
maintain the skills and knowledge needed to perform their role
as directors effectively.
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Page 6
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
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Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1 A listed entity should articulate and disclose its values. ☒ ☐ set out in our Corporate Governance Statement
and we have disclosed our values in:
Our Code of Conduct, available at
-
https://ipdgroup.com.au/investors/corporate governance/
3.2 A listed entity should: ☒ ☐ set out in our Corporate Governance Statement
(a) have and disclose a code of conduct for its directors, and we have disclosed our code of conduct at:
senior executives and employees; and -
https://ipdgroup.com.au/investors/corporate governance/
(b) ensure that the board or a committee of the board is
informed of any material breaches of that code.
3.3 A listed entity should: ☒ ☐ set out in our Corporate Governance Statement
(a) have and disclose a whistleblower policy; and
and we have disclosed our whistleblower policy at:
(b) ensure that the board or a committee of the board is -
https://ipdgroup.com.au/investors/corporate governance/
informed of any material incidents reported under that
policy.
3.4 A listed entity should: ☒ ☐ set out in our Corporate Governance Statement
(a) have and disclose an anti-bribery and corruption policy;
and we have disclosed our anti-bribery and corruption policy at:
and
-
https://ipdgroup.com.au/investors/corporate governance/
(b) ensure that the board or committee of the board is
informed of any material breaches of that policy.
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Page 7
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
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Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1 The board of a listed entity should: ☐ ☒ set out in our Corporate Governance Statement
(a) have an audit committee which:
[ If the entity complies with paragraph (a): ]
(1) has at least three members, all of whom are non-
and we have disclosed a copy of the charter of the committee at:
executive directors and a majority of whom are
independent directors; and ……………………………………………………………………………..
[ insert location ]
(2) is chaired by an independent director, who is not
the chair of the board, and the information referred to in paragraphs (4) and (5) at:
and disclose: ……………………………………………………………………………..
[ insert location ]
(3) the charter of the committee;
[ If the entity complies with paragraph (b): ]
(4) the relevant qualifications and experience of the
and we have disclosed the fact that we do not have an audit
members of the committee; and
committee and the processes we employ that independently verify
(5) in relation to each reporting period, the number of
and safeguard the integrity of our corporate reporting, including the
times the committee met throughout the period and
processes for the appointment and removal of the external auditor
the individual attendances of the members at those
and the rotation of the audit engagement partner at:
meetings; or
(b) if it does not have an audit committee, disclose that fact …………………………………………………………………………….. [ insert location ]
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.
4.2 The board of a listed entity should, before it approves the ☒ Disclosed in our Corporate Governance Statement, available at ☐ set out in our Corporate Governance Statement
entity’s financial statements for a financial period, receive from -
https://ipdgroup.com.au/investors/corporate governance/
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.
4.3 A listed entity should disclose its process to verify the integrity ☒ Disclosed in our Corporate Governance Statement, available at ☐ set out in our Corporate Governance Statement
of any periodic corporate report it releases to the market that is -
https://ipdgroup.com.au/investors/corporate governance/
not audited or reviewed by an external auditor.
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Page 8
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
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Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should have and disclose a written policy for ☒ ☐ set out in our Corporate Governance Statement
complying with its continuous disclosure obligations under
and we have disclosed our continuous disclosure compliance policy
listing rule 3.1.
at:
-
https://ipdgroup.com.au/investors/corporate governance/
5.2 A listed entity should ensure that its board receives copies of all ☒ Disclosed in our Corporate Governance Statement, available at ☐ set out in our Corporate Governance Statement
material market announcements promptly after they have been -
made. https://ipdgroup.com.au/investors/corporate governance/
5.3 A listed entity that gives a new and substantive investor or ☒ Disclosed in our Corporate Governance Statement, available at ☐ set out in our Corporate Governance Statement
analyst presentation should release a copy of the presentation -
materials on the ASX Market Announcements Platform ahead https://ipdgroup.com.au/investors/corporate governance/
of the presentation.
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about itself and its ☒ ☐ set out in our Corporate Governance Statement
governance to investors via its website.
and we have disclosed information about us and our governance on
our website at:
https://ipdgroup.com.au/
6.2 A listed entity should have an investor relations program that ☒ and we have disclosed how we facilitate and encourage ☐ set out in our Corporate Governance Statement
facilitates effective two-way communication with investors. participation at meetings of security holders at:
Our Shareholder Communications Policy, available at
-
https://ipdgroup.com.au/investors/corporate governance/
6.3 A listed entity should disclose how it facilitates and encourages ☒ ☐ set out in our Corporate Governance Statement
participation at meetings of security holders.
and we have disclosed how we facilitate and encourage participation
at meetings of security holders at:
Our Shareholder Communications Policy, available at
-
https://ipdgroup.com.au/investors/corporate governance/
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Page 9
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|---|
| 6.4 A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands. |
☒ Disclosed in our Corporate Governance Statement, available athttps://ipdgroup.com.au/investors/corporate-governance/ ☐set out in our Corporate Governance Statement |
|||
| 6.5 A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically. |
☒ Disclosed in our Corporate Governance Statement, available athttps://ipdgroup.com.au/investors/corporate-governance/ ☐set out in our Corporate Governance Statement |
|||
| PRINCIPLE 7 – RECOGNISE AND MANAGE RISK | ||||
| 7.1 The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework. |
☐[If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: …………………………………………………………………………….. [insert location] and the information referred to in paragraphs (4) and (5) at: …………………………………………………………………………….. [insert location] [If the entity complies with paragraph (b):] and we have disclosed 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 at: …………………………………………………………………………….. [insert location] ☒set out 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 that the entity is operating with due regard to the risk appetite set by the board; and (b) disclose, in relation to each reporting period, whether such a review has taken place. |
☒and we have disclosed whether a review of the entity’s risk management framework was undertaken during the reporting period at: Our Corporate Governance Statement, available at https://ipdgroup.com.au/investors/corporate-governance/ |
☐set out in our Corporate Governance Statement |
Page 10
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
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Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
7.3 A listed entity should disclose: ☒ ☐ set out in our Corporate Governance Statement
(a) if it has an internal audit function, how the function is and we have disclosed the fact that we do not have an internal audit
structured and what role it performs; or
function and the processes we employ for evaluating and continually
(b) if it does not have an internal audit function, that fact and improving the effectiveness of our risk management and internal
the processes it employs for evaluating and continually control processes at:
improving the effectiveness of its governance, risk
Our Corporate Governance Statement, available at
management and internal control processes. -
https://ipdgroup.com.au/investors/corporate governance/
7.4 A listed entity should disclose whether it has any material ☒ ☐ set out in our Corporate Governance Statement
exposure to environmental or social risks and, if it does, how it
and we have disclosed whether we have any material exposure to
manages or intends to manage those risks.
environmental and social risks at:
Our Corporate Governance Statement, available at
-
https://ipdgroup.com.au/investors/corporate governance/
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Page 11
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
==> picture [686 x 411] intentionally omitted <==
----- Start of picture text -----
Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1 The board of a listed entity should: ☒ ☐ set out in our Corporate Governance Statement OR
(a) have a remuneration committee which: and we have disclosed a copy of the charter of the committee at: ☐ we are an externally managed entity and this recommendation
(1) has at least three members, a majority of whom are is therefore not applicable
Our Nomination and Remuneration Committee, available at
independent directors; and -
https://ipdgroup.com.au/investors/corporate governance/
(2) is chaired by an independent director,
and disclose:
and the information referred to in paragraphs (4) and (5) at:
(3) the charter of the committee;
Our Corporate Governance Statement, available at
(4) the members of the committee; and -
https://ipdgroup.com.au/investors/corporate governance/
(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.
8.2 A listed entity should separately disclose its policies and ☒ ☐ set out in our Corporate Governance Statement OR
practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior and we have disclosed separately our remuneration policies and ☐ we are an externally managed entity and this recommendation
executives. practices regarding the remuneration of non-executive directors and is therefore not applicable
the remuneration of executive directors and other senior executives
at:
Details in relation to the Company’s Remuneration policies are
contained in the Remuneration Report of the 2022 Annual Report
8.3 A listed entity which has an equity-based remuneration scheme ☒ ☐ set out in our Corporate Governance Statement OR
should:
and we have disclosed our policy on this issue or a summary of it at: ☐ we do not have an equity-based remuneration scheme and
(a) have a policy on whether participants are permitted to this recommendation is therefore not applicable OR
Our Corporate Governance Statement and our Trading policy,
enter into transactions (whether through the use of
available at ☐ we are an externally managed entity and this recommendation
derivatives or otherwise) which limit the economic risk of
participating in the scheme; and https://ipdgroup.com.au/investors/corporate-governance/ is therefore not applicable
(b) disclose that policy or a summary of it.
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Page 12
ASX Listing Rules Appendix 4G (current at 17/7/2020)
CORPORATE GOVERNANCE STATEMENT | 2022
IPD GROUP LIMITED ACN 111 178 351
www.ipdgroup.com.au
2022 CORPORATE GOVERNANCE STATEMENT
This corporate governance statement sets out IPD Group Ltd’s (Company) current compliance with the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (Fourth Edition) (ASX Principles and Recommendations). The ASX Principles and Recommendations are not mandatory. However, this corporate governance statement discloses the extent to which the Company has followed the ASX Principles and Recommendations. This corporate governance statement is current as 26 October 2022 and has been approved by the board of the Company (Board).
ASX Principles and Recommendations
Comply (Yes/No) Explanation
| 1. Lay solid foundations for management and oversight | 1. Lay solid foundations for management and oversight | 1. Lay solid foundations for management and oversight |
|---|---|---|
| 1.1. A listed entity should have and disclose | Yes | The Company has adopted a Board Charter which sets out |
| a board charter setting out: | the respective roles and responsibilities of the Board and | |
| a. the respective roles and responsibilities of the board and management; and b. those matters expressly reserved to the board and those delegated to management. |
management as well as those matters expressly reserved to the Board and its committees, and those delegated to management. The Company intends to regularly review the balance of responsibilities between the Board and management to ensure that the division of functions remains appropriate to the needs of the Company. A copy of the Company’s Board Charter is available on the |
|
| Company’s website at | ||
| https://ipdgroup.com.au/investors/corporate-governance/ | ||
| 1.2. A listed entity should: | Yes | The Nomination and Remuneration Committee is responsible |
| a. undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and b. provide security holders with all material information in the Company’s possession relevant to a decision on whether or not to elect or re-elect a director. |
for ensuring that the Company undertakes appropriate background checks in relation to a person’s character, experience, education, criminal record, and bankruptcy history before they are recommended to the Board for appointment as a director or senior executive, or before they are put forward for election as a director. The Company provides to shareholders, all material information relevant to the decision on whether or not to elect any potential directors, including information relating to their qualifications, experience and proposed roles within the Board in the |
|
| Company’s notices of meetings. | ||
| 1.3. A listed entity should have a written | Yes | The Company has written agreements with all directors and |
| agreement with each director and senior | senior executives which sets out the terms of their appointment. | |
| executive setting out the terms of their | ||
| appointment. | ||
| 1.4. The company secretary of a listed entity | Yes | The company secretary has been appointed by and is |
| should be accountable directly to the board, | responsible to the Board through the chair. The company | |
| through the chair, on all matters to do with | secretary is accountable to the Board on all matters to do with | |
| the proper functioning of the board. | the proper functioning of the Board and is accessible to all | |
| directors. |
2
Comply ASX Principles and Recommendations (Yes/No) Explanation
| Comply (Yes/No) ASX Principles and Recommendations |
Explanation |
|---|---|
| 1.5. A listed entity should: a. have and disclose a diversity policy; b. through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and c. disclose in relation to each reporting period: 1. the measurable objectives set for that period to achieve gender diversity; 2. the entity’s progress towards achieving those objectives; and 3. either: i. the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or ii. if the Company is a “relevant employer” under the Workplace Gender Equality Act 2012 (Cth), the Company’s most recent “Gender Equality Indicators”, as defined in and published under that Act. No |
The Company has adopted a Diversity Policy which sets out the Company’s commitment to creating a diverse environment in which everyone is treated fairly and with respect. The Diversity Policy is available on the Company’s website athttps://ipdgroup.com.au/investors/corporate- governance/ The Company’s Diversity Policy was adopted on 27 October 2021. The Board has not yet set measurable objectives for achieving gender diversity. However, the Company’s Board does take into account the gender, age, ethnicity and cultural background of potential Board members, executives and employees. The respective proportions of men and women on the Board, in senior executive positions and across the whole organisation as at 30 September 2022 are set out in the table below. For the purposes of calculating the respective proportion of men and women in senior executive positions, the Company has defined ‘senior executive’ to mean those managers in the Company who makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of the Company, or who has the capacity to affect significantly the Company’s financial standing. This may include an executive general manager or general manager. Male (%) Female (%) Board 100% – Senior executives 94% 6% Workforce generally 81% 19% |
| 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 for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period. (a) Yes (b) Yes |
The Board, in consultation with the Nomination and Remuneration Committee as appropriate, is responsible for evaluating the performance of the Board, its committees and individual directors on an annual basis. Item 10 of the Nomination and Remuneration Committee Charter explains the process to be followed in annually evaluating Board performance. A copy of the Nomination and Remuneration Committee Charter is available on the Company’s website at https://ipdgroup.com.au/investors/corporate-governance/ An evaluation of the performance of the board, its committees and individual directors was not conducted during the reporting period in accordance with this process as the Company only listed on the ASX on Dec 17th2021 and is not yet due for its annual evaluation. |
| 1.7. A listed entity should: a. have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and b. disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period. Yes |
The Board, in consultation with the Nomination and Remuneration Committee and the senior executive team as appropriate, is responsible for evaluating the performance of senior executives on an annual basis. This process encompasses measuring actual performance against target for a balanced scorecard of financial, strategic, and behavioural KPI’s. An evaluation of the Company’s senior executives was conducted during the reporting period. |
IPD GROUP CORPORATE GOVERNANCE STATEMENT 2022 3
2022 CORPORATE GOVERNANCE STATEMENT
Comply ASX Principles and Recommendations (Yes/No) Explanation
| 2. Structure the Board to be effective and add value | 2. Structure the Board to be effective and add value | |
|---|---|---|
| 2.1. The board of a listed entity should: | No | The Company has established a Nomination and |
| a. have a nomination committee which: 1. has at least three members, a majority of whom are |
Remuneration Committee which comprises of two members, who are: a. David Rafter – Independent Non-executive Chairman; and |
|
| independent directors; and | b. Andrew Moffat – Independent Non-executive Director. | |
| 2. is chaired by an independent | The Nomination and Remuneration Committee is chaired by | |
| director; and disclose: | David Rafter, an independent director. | |
| 3. the charter of the committee; 4. the members of the committee; and 5. as at the end of each reporting |
The composition of the Nomination and Remuneration Committee does not comply with the ASX Principles and Recommendations in that it does not comprise of at least three members. |
|
| period, the number of times the committee met throughout the period and the individual attendances of |
However, the Board considers this departure to be reasonable having regard to the current Board composition and the fact that all Board members who are not on the |
|
| the members at those meetings; or | Nomination and Remuneration Committee are Executive | |
| b. if it does not have a nomination | Directors. | |
| committee, disclose that fact and the processes it employs to address |
The Company will continually evaluate the performance and function of the Nomination and Remuneration Committee and |
|
| board succession issues and to ensure that the board has the |
determine whether it will be appropriate to appoint additional directors to the committee as the business evolves and |
|
| appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively. |
expands. The attendance of each member at committee meetings will be disclosed in the Company’s Annual Report. A copy of the Nomination and Remuneration Committee Charter is available on the Company’s |
|
| website at | ||
| https://ipdgroup.com.au/investors/corporate-governance/ | ||
| 2.2. A listed entity should have and disclose | Yes | The Board is committed to ensuring that it is comprised of |
| a board skills matrix setting out the mix | directors with a blend of skills, experience and attributes | |
| of skills and diversity that the board | appropriate for the Company and its business. The | |
| currently has or is looking to achieve in its | Board, in consultation with the Remuneration and | |
| membership. | Nominations Committee is responsible for preparing and | |
| maintaining the Company’s Board Skills Matrix. A copy of | ||
| the Company’s Board Skills Matrix is available on the | ||
| Company’s website at | ||
| https://ipdgroup.com.au/investors/corporate-governance/ | ||
| 2.3. A listed entity should disclose: | Yes | The Board has reviewed the position and associations of each of |
| a. the names of the directors considered by the board to be independent |
the directors and has determined that the following directors are considered independent directors: |
|
| directors; | a. David Rafter – Independent Non-executive Chairman; and | |
| b. if a director has an interest, position, | b. Andrew Moffat – Independent Non-executive Director. | |
| affiliation, or relationship of the type described in Box 2.3 of the ASX Principles and Recommendations but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position or relationship in question and an |
The interests of each director are disclosed in the in the Directors Report of the 2022 Annual Report. The Company will continually evaluate whether it will be appropriate to consider additional independent directors as the business evolves and expands. The appointment date of each director is disclosed in the Directors Report of the 2022 Annual Report. |
|
| explanation of why the board is of | ||
| that opinion; and | ||
| c. the length of service of each director. |
4
| Comply | ||
|---|---|---|
| ASX Principles and Recommendations | (Yes/No) | Explanation |
| 2.4. A majority of the board of a listed entity | No | The Board currently comprises a total of four directors, of |
| should be independent directors. | whom two are considered to be independent, being David | |
| Rafter and Andrew Moffat. | ||
| The Company does not currently consider an independent | ||
| majority of the Board to be appropriate given: | ||
| a. the magnitude of the Company’s operations; and | ||
| b. the relevant skills and experience of the current | ||
| members of the Board mean that the Board is | ||
| appropriately skilled at this stage, to further the progress | ||
| and development of the Company. | ||
| The Company will continually evaluate the performance and | ||
| function of the Board and determine whether it will be | ||
| appropriate to appoint additional independent directors as the | ||
| business evolves and expands. | ||
| 2.5. The chair of the board of a listed entity | Yes | The Company’s Independent, Non-Executive Chairman is |
| should be an independent director and, in | David Rafter, who is not the CEO of the Company. | |
| particular, should not be the same person | ||
| as the CEO of the entity. | ||
| 2.6. A listed entity should have a program for | Yes | The Board, in consultation with the Nomination and |
| inducting new directors and for | Remuneration Committee is responsible for implementing | |
| periodically reviewing whether there is a | induction and professional development programs and | |
| need for existing directors to undertake | procedures for directors to ensure that they can effectively | |
| professional development to maintain the | discharge their responsibilities. | |
| skills and knowledge needed to perform their role as directors effectively. |
As a result, the Company has in place a program for the induction of new directors which is tailored to each new director |
|
| depending on their personal requirements, background skills, | ||
| qualifications and experience and includes the provision of a | ||
| formal letter of appointment and an induction pack containing | ||
| sufficient information to allow the new director to gain an | ||
| understanding of the business of the Company, and the roles, | ||
| duties and responsibilities of the Board and the executive team. | ||
| All directors are encouraged to undergo continual professional | ||
| development and, subject to prior approval by the Chair, all | ||
| directors have access to numerous resources and professional | ||
| development training to address any skills gaps. | ||
| 3. Instill a culture of acting lawfully, ethically and responsibly | ||
| 3.1. A listed entity should articulate and disclose | Yes | The Company’s values are: |
| its values. | a. integrity; | |
| b. respect; | ||
| c. fun; | ||
| d. knowledge; | ||
| e. leadership; and | ||
| f. service. | ||
| The Company’s values are set out in the Company’s Code of | ||
| Conduct, a copy of which is available on the Company’s | ||
| website athttps://ipdgroup.com.au/investors/corporate- | ||
| governance/ | ||
| 3.2. A listed entity should: | Yes | The Board is committed to the establishing and maintaining |
| a. have and disclose a code of conduct for its directors, senior executives and employees; and b. ensure that the board or a committee of the board is informed of any material breaches of that code. |
appropriate ethical standards in the way the Company conducts its business. The Company has a Code of Conduct which applies to all directors, senior executives and employees. A copy of the Code of Conduct is available on the Company’s website athttps://ipdgroup.com.au/investors/corporate- governance/ The Company ensures that the Board is informed of any |
|
| material breaches under the Code of Conduct. |
IPD GROUP CORPORATE GOVERNANCE STATEMENT 2022 5
2022 CORPORATE GOVERNANCE STATEMENT
Comply ASX Principles and Recommendations (Yes/No) Explanation
| 3.3. A listed entity should: | Yes | The Company has adopted a Whistleblower Policy which |
|---|---|---|
| a. have and disclose a Whistleblower Policy; and b. ensure that the board or a committee of the board is informed of any material incidents reported under that policy. |
establishes a system for the reporting, investigation and rectification of wrongdoing. A copy of the Whistleblower Policy is available on the Company’s website at https://ipdgroup.com.au/investors/corporate-governance/ The Company ensures that the Board is informed of any material breaches under the Whistleblower Policy. |
|
| 3.4. A listed entity should: | Yes | The Company has adopted an Anti-bribery and Corruption |
| a. have and disclose an anti-bribery and corruption policy; and b. ensure that the board or a committee of the board is informed of any material breaches of that policy. |
Policy which sets out the Company’s policy in relation to bribery, corruption and related improper conduct and establishes a process for the reporting of such conduct. The Anti-bribery and Corruption Policy is available on the Company’s website at https://ipdgroup.com.au/investors/corporate-governance/ The Company ensures that the Board is informed of any |
|
| material breaches under the Anti-bribery and Corruption Policy. | ||
| 4. Safeguard the integrity of corporate reports | ||
| 4.1. The board of a listed entity should: | No | The Company has established an Audit and Risk |
| a. have an audit committee which: | Committee which comprises of two members, who are: | |
| 1. has at least three members, all | a. David Rafter – Independent Non-executive Chairman; and | |
| of whom are non-executive | b. Andrew Moffat – Independent Non-executive Director. | |
| directors and a majority of whom are independent directors; and |
The Audit and Risk Committee is chaired by Andrew Moffat, an independent director, who is not the chair of the Board. |
|
| 2. is chaired by an independent director, who is not the chair of the board, |
The composition of the Audit and Risk Committee does not comply with the ASX Principles and Recommendations in that it does not comprise of at least three members. |
|
| and disclose: | However, the Board considers this to be reasonable having | |
| 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 |
regard to the current Board composition and the fact that all Board members who are not on the Audit and Risk Committee are Executive Directors. The Company will continually evaluate the performance and function of the Audit and Risk Committee and determine whether it will be appropriate to appoint additional directors to the Audit and Risk Committee as the business evolves and expands. The attendance of each member at committee meetings will be disclosed in the Company’s Annual Report. A copy of the Audit and Risk Committee Charter is available on the Company’s website at https://ipdgroup.com.au/investors/corporate-governance/ |
|
| reporting, including the processes for | ||
| the appointment and removal of the | ||
| external auditor and the rotation of the | ||
| audit engagement partner. | ||
| 4.2. The board of a listed entity should, before it approves the entity’s financial |
Yes | Prior to the approval of the Company’s financial statements, the Board receives a declaration from the CEO and CFO that |
| statements for a financial period, receive | the financial records have been properly maintained and | |
| from its CEO and CFO a declaration that, | comply with the proper standards. | |
| 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. | ||
| 4.3. A listed entity should disclose its process to | Yes | The Board is responsible for reviewing and approving the |
| verify the integrity of any periodic corporate | release of any periodic corporate report not audited or | |
| report it releases to the market that is not | reviewed by an external auditor. | |
| audited or reviewed by an external auditor. |
6
Comply ASX Principles and Recommendations (Yes/No) Explanation
| 5. Make timely and balanced disclosure | ||
|---|---|---|
| 5.1. A listed entity should have and | Yes | The Company has adopted a Continuous Disclosure |
| disclose a written policy for complying | Policy which details the processes and procedures | |
| with its continuous disclosure | which have been adopted by the Company to comply | |
| obligations under ASX Listing Rule | with its continuous disclosure obligations as required | |
| 3.1. | under the ASX Listing Rules and other relevant | |
| legislation. The Continuous Disclosure Policy is | ||
| available on the Company’s website at | ||
| https://ipdgroup.com.au/investors/corporate-governance/ | ||
| 5.2. A listed entity should ensure that its board | Yes | The Company ensures that the Board receives copies of all |
| receives copies of all material market | material market announcements promptly after they have | |
| announcements promptly after they have | been made. | |
| been made. | ||
| 5.3. A listed entity that gives a new and | Yes | The Company ensures that ahead of any new and |
| substantive investor or analyst | substantive investor or analyst presentations, a copy of the | |
| presentation should release a copy of the | presentation materials are released to ASX Market | |
| presentation materials on the ASX | Announcements Platform. | |
| Market Announcements Platform ahead | ||
| of the presentation. | ||
| 6. Respect the rights of security holders | ||
| 6.1. A listed entity should provide information | Yes | Shareholders can access information about the Company |
| about itself and its governance to | and its governance (including its Constitution and | |
| investors via its website. | adopted governance policies) from the Company’s | |
| website athttps://ipdgroup.com.au/investors/corporate- | ||
| governance/ | ||
| 6.2. A listed entity should have an investor | Yes | The Company has adopted a Shareholder Communications |
| relations program that facilitates | Policy which aims to promote and facilitate effective two-way | |
| effective two-way communication with | communication with its investors. The policy outlines a range | |
| investors. | of ways in which information is communicated to | |
| shareholders. | ||
| A copy of the Company’s Shareholder Communications | ||
| Policy is available on the Company’s website at | ||
| https://ipdgroup.com.au/investors/corporate-governance/ | ||
| 6.3. A listed entity should disclose how it | Yes | The Company encourages shareholder participation at the |
| facilitates and encourages participation at | Company’s general meetings through various means | |
| meetings of security holders. | including: | |
| a. having the opportunity to ask questions of directors at | ||
| all general meetings; | ||
| b. ensuring that the auditor is present at AGMs to take | ||
| shareholder questions on any issue relevant to their | ||
| capacity as auditor; | ||
| c. ensuring that directors are available to answer | ||
| shareholder questions submitted by telephone, email and | ||
| other means (where appropriate); and | ||
| d. providing shareholders with the option of appointing a proxy | ||
| to vote on their behalf. | ||
| 6.4. A listed entity should ensure that all | Yes | All substantive resolutions at a meeting of security holders |
| substantive resolutions at a meeting of | are decided by a poll rather than by a show of hands. | |
| security holders are decided by a poll rather | ||
| than by a show of hands. | ||
| 6.5. A listed entity should give security holders | Yes | Shareholders can register with the Company to receive |
| the option to receive communications | email notifications when an announcement is made by the | |
| from, and send communications to, the | Company to the ASX. | |
| entity and its security registry electronically. |
Shareholders can also elect to receive electronic communications via the Company’s registry, Automic Registry |
|
| Services. |
IPD GROUP CORPORATE GOVERNANCE STATEMENT 2022 7
2022 CORPORATE GOVERNANCE STATEMENT
Comply ASX Principles and Recommendations (Yes/No) Explanation
| 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. No |
The Company has established an Audit and Risk Committee which comprises of two members, who are: a. David Rafter – Independent Non-executive Chairman; and b. Andrew Moffat – Independent Non-executive Director. The Audit and Risk Committee is chaired by Andrew Moffat, an independent director, who is not the chair of the Board. The composition of the Audit and Risk Committee does not comply with the ASX Principles and Recommendations in that it does not comprises of at least three members. However, the Board considers this to be reasonable having regard to the current Board composition and the fact that all Board members who are not on the Audit and Risk Committee are Executive Directors. The Company will continually evaluate the performance and function of the Audit and Risk Committee and determine whether it will be appropriate to appoint additional directors to the Audit and Risk Committee as the business evolves and expands. The attendance of each member at committee meetings will be disclosed in the Company’s Annual Report. A copy of the Audit and Risk Committee Charter is available on the Company’s website at https://ipdgroup.com.au/investors/corporate-governance/ |
| 7.2. The board or a committee of the board should: a. review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the board; and b. disclose, in relation to each reporting period, whether such a review has taken place. (a) Yes (b) Yes |
The Audit and Risk Committee Charter sets out a requirement for the Audit and Risk Management Committee to review the Company’s risk management framework on an annual basis. A copy of the Audit and Risk Committee Charter is available on the Company’s websitehttps://ipdgroup.com.au/investors/corporate- governance/ A review of the Company’s risk management framework was not conducted during the reporting period in accordance with this Charter as the Company only listed on the ASX on Dec 17th 2021 and is not yet due for its annual review. |
| 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 governance, risk management and internal control processes. Yes |
At this stage, due to the current size and stage of the Company’s operations, the Company does not have an internal audit function. Adequate processes are in place to ensure that the Company has appropriate risk management and internal control processes are in place. The Audit and Risk Committee is responsible for evaluating the effectiveness of its risk management systems and internal control processes, and it reports directly to the Board. |
| 7.4. A listed entity should disclose whether it has any material exposure to environmental or social risks and if it does, how it manages or intends to manage those risks. Yes |
All material economic, environmental and social sustainability risks are disclosed in the Company’s Prospectus. The Company will continue to monitor these risks and ensure that any changes to the Company’s risk exposure, are notified to the market accordingly in accordance with the Company’s continuous disclosure obligations. |
8
Comply ASX Principles and Recommendations (Yes/No) Explanation
| 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. Yes |
The Company has established a Nomination and Remuneration Committee which comprises of two members, who are: a. David Rafter – Independent Non-executive Chairman; and b. Andrew Moffat – Independent Non-executive Director. The Nomination and Remuneration Committee is chaired by David Rafter, an independent director. The composition of the Nomination and Remuneration Committee does not comply with the ASX Principles and Recommendations in that it does not comprises of at least three members. However, the Board considers this departure to be reasonable having regard to the current Board composition and the fact that all Board members who are not on the Nomination and Remuneration Committee are Executive Directors. The Company will continually evaluate the performance and function of the Nomination and Remuneration Committee and determine whether it will be appropriate to appoint additional directors to the Nomination and Remuneration Committee as the business evolves and expands. The attendance of each member at committee meetings will be disclosed in the Company’s Annual Report. A copy of the Nomination and Remuneration Committee Charter is available on the Company’s website at https://ipdgroup.com.au/investors/corporate-governance/ |
| 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. Yes |
The Company’s policies and practices regarding the remuneration of Non-Executive and Executive Directors and other senior employees are set out in the Directors Report of the 2022 Annual Report The Company will continue to disclose such policies and practices in the Company’s Annual Report for each reporting period. |
| 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 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. Yes |
The Company has a Trading Policy that prohibits directors, officers, key management personnel, senior management and their closely related parties from entering into transactions or arrangements which limit the economic risk of participating in unvested entitlements under any equity based remuneration scheme. A copy of the Trading Policy is available on the Company’s website at https://ipdgroup.com.au/investors/corporate-governance/ |
IPD GROUP CORPORATE GOVERNANCE STATEMENT 2022 9
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