Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

IPD GROUP LTD Regulatory Filings 2022

Oct 25, 2022

65136_rns_2022-10-25_67bd50bc-3590-4c01-82ee-68677406756a.pdf

Regulatory Filings

Open in viewer

Opens in your device viewer

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

==> picture [686 x 301] 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 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
----- End of picture text -----

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

==> picture [686 x 38] 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]
----- End of picture text -----

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/

Page 3

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

==> picture [686 x 318] 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]
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/
----- End of picture text -----

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

==> picture [686 x 353] 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]
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.
----- End of picture text -----

Page 6

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

==> picture [686 x 303] 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 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.
----- End of picture text -----

Page 7

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

==> picture [686 x 415] 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 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.
----- End of picture text -----

Page 8

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

==> picture [686 x 433] 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 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/
----- End of picture text -----

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 at
https://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 at
https://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

==> picture [686 x 218] 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]
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/
----- End of picture text -----

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.
----- End of picture text -----

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

==> picture [100 x 32] intentionally omitted <==