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JAMESON RESOURCES LIMITED Governance Information 2017

Sep 14, 2017

65152_rns_2017-09-14_f3adabdd-f31a-4acb-92c9-2a1d69895f35.pdf

Governance Information

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Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Name of entity Name of entity
Jameson Resources Limited
ABN/ARBN Financialyear ended
89 126 398 294 30 June 2017

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

  • these pages of our annual report: 67 to 74

  • this URL on our website: _________

The Corporate Governance Statement is accurate and up to date as at 15 September 2017 and has been approved by the board.

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

Date here: 15 September 2017 Sign here: _______ company secretary

Print name: Suzie Foreman

1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of rule 4.10.3.

2 “Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

3 Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity’s corporate governance statement can be found.

1

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of
the period above. We have disclosed …
We haveNOTfollowed the recommendation in full
for the whole of the period above. We have
disclosed …
PRINCIPLE 1– LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should disclose:
(a) the respective roles and responsibilities of its
board and management; and
(b) those matters expressly reserved to the board
and those delegated to management.
… the fact that we follow this recommendation:
in our Corporate Governance StatementOR
 at this location:
… and information about the respective roles and responsibilities of
our board and management (including those matters expressly
reserved to the board and those delegated to management):
at this location:
http://www.jamesonresources.com.au/index.php/2012-
11-27-05-59-48/corporate-governance
 an explanation why that is so in our Corporate
Governance StatementOR
 we are an externally managed entity and this
recommendation is therefore not applicable
1.2 A listed entity should:
(a) undertake
appropriate
checks
before
appointing a person, or putting forward to
security holders a candidate for election, as a
director; and
(b) provide security holders with all material
information in its possession relevant to a
decision on whether or not to elect or re-elect
a director.
… the fact that we follow this recommendation:
in our Corporate Governance StatementOR

at this location:
 an explanation why that is so in our Corporate
Governance StatementOR
 we are an externally managed entity and this
recommendation is therefore not applicable
1.3 A listed entity should have a written agreement
with each director and senior executive setting out
the terms of their appointment.
… the fact that we follow this recommendation:
in our Corporate Governance StatementOR

at this location:
 an explanation why that is so in our Corporate
Governance StatementOR
 we are an externally managed entity and this
recommendation is therefore not applicable

2

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of
the period above. We have disclosed …
We haveNOTfollowed the recommendation in full
for the whole of the period above. We have
disclosed …
1.4 The company secretary of a listed entity should be
accountable directly to the board, through the
chair, on all matters to do with the proper
functioning of the board.
… the fact that we follow this recommendation:
in our Corporate Governance StatementOR

at this location:
 an explanation why that is so in our Corporate
Governance StatementOR
 we are an externally managed entity and this
recommendation is therefore not applicable
1.5 A listed entity should:
(a) have a
diversity policy which
includes
requirements for the board or a relevant
committee of the board to set measurable
objectives for achieving gender diversity and
to assess annually both the objectives and the
entity’s progress in achieving them;
(b) disclose that policy or a summary of it; and
(c) disclose as at the end of each reporting period
the measurable objectives for achieving gender
diversity set by the board or a relevant
committee of the board in accordance with the
entity’s diversity policy and its progress
towards achieving them and either:
(1) the respective proportions of men and
women on the board, in senior executive
positions
and
across
the
whole
organisation (including how the entity has
defined
“senior
executive”
for
these
purposes); or
(2) if the entity is a “relevant employer” under
the Workplace Gender Equality Act, the
entity’s most recent “Gender Equality
Indicators”, as defined in and published
under that Act.
… the fact that we have a diversity policy that complies with
paragraph (a):
 in our Corporate Governance StatementOR
 at this location:
______
Insert location here_
… and a copy of our diversity policy or a summary of it:
 at this location:
www.jamesonresources.com.au
… the measurable objectives for achieving gender diversity set by
the board or a relevant committee of the board in accordance with
our diversity policy and our progress towards achieving them:
 in our Corporate Governance StatementOR
 at this location:
______
_Insert location here

… and the information referred to in paragraphs (c)(1) or (2):

in our Corporate Governance StatementOR
 at this location:
_________
Insert location here
 an explanation why that is so in our Corporate
Governance StatementOR
 we are an externally managed entity and this
recommendation is therefore not applicable

3

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of
the period above. We have disclosed …
We haveNOTfollowed the recommendation in full
for the whole of the period above. We have
disclosed …
1.6 A listed entity should:
(a) have and disclose a process for periodically
evaluating the performance of the board, its
committees and individual directors; and
(b) disclose, in relation to each reporting period,
whether
a
performance
evaluation
was
undertaken
in
the
reporting
period
in
accordance with that process.
… the evaluation process referred to in paragraph (a):
in our Corporate Governance StatementOR
 at this location:
______
Insert location here_
… and the information referred to in paragraph (b):
in our Corporate Governance StatementOR
 at this location:
______
_Insert location here
 an explanation why that is so in our Corporate
Governance StatementOR
 we are an externally managed entity and this
recommendation is therefore not applicable
1.7 A listed entity should:
(a) have and disclose a process for periodically
evaluating the performance of its senior
executives; and
(b) disclose, in relation to each reporting period,
whether
a
performance
evaluation
was
undertaken
in
the
reporting
period
in
accordance with that process.
… the evaluation process referred to in paragraph (a):
in our Corporate Governance StatementOR
 at this location:
______
Insert location here_
… and the information referred to in paragraph (b):
in our Corporate Governance StatementOR
 at this location:
______
_Insert location here
 an explanation why that is so in our Corporate
Governance StatementOR
 we are an externally managed entity and this
recommendation is therefore not applicable

4

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of
the period above. We have disclosed …
We haveNOTfollowed the recommendation in full
for the whole of the period above. We have
disclosed …
PRINCIPLE 2- STRUCTURE THE BOARD TO ADD VALUE
2.1 The board of a listed entity should:
(a) have a nomination committee which:
(1) has at least three members, a majority of
whom are independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the
number of times the committee met
throughout the period and the individual
attendances of the members at those
meetings;OR
(b) if it does not have a nomination committee,
disclose that fact and the processes it employs
to address board succession issues and to
ensure that the board has the appropriate
balance of skills, knowledge, experience,
independence and diversity to enable it to
discharge its duties and responsibilities
effectively.
[If the entity complies with paragraph (a):]
… the fact that we have a nomination committee that complies with
paragraphs (1) and (2):
 in our Corporate Governance StatementOR
 at this location:
______
Insert location here_
… and a copy of the charter of the committee:
 at this location:
______
_Insert location here

… and the information referred to in paragraphs (4) and (5):
 in our Corporate Governance StatementOR
 at this location:
______
Insert location here_
[If the entity complies with paragraph (b):]
… the fact that we do not have a nomination committee and the
processes we employ to address board succession issues and to
ensure that the board has the appropriate balance of skills,
knowledge, experience, independence and diversity to enable it to
discharge its duties and responsibilities effectively:
in our Corporate Governance StatementOR
 at this location:
______
_Insert location here
 an explanation why that is so in our Corporate
Governance StatementOR
 we are an externally managed entity and this
recommendation is therefore not applicable

5

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of
the period above. We have disclosed …
We have followed the recommendation in full for the whole of
the period above. We have disclosed …
We haveNOTfollowed the recommendation in full
for the whole of the period above. We have
disclosed …
2.2 A listed entity should have and disclose a board
skills matrix setting out the mix of skills and
diversity that the board currently has or is looking
to achieve in its membership.
… our board skills matrix:
in our Corporate Governance Statement
 at this location:
________
Insert location here
OR
_
 an explanation why that is so in our Corporate
Governance StatementOR
 we are an externally managed entity and this
recommendation is therefore not applicable
2.3 A listed entity should disclose:
(a) the names of the directors considered by the
board to be independent directors;
(b) if a director has an interest, position,
association
or
relationship
of
the
type
described in Box 2.3 but the board is of the
opinion that it does not compromise the
independence of the director, the nature of the
interest, position, association or relationship in
question and an explanation of why the board
is of that opinion; and
(c) the length of service of each director.
… the names of the directors considered by the board to be
independent directors:
in our Corporate Governance StatementOR
 at this location:
______
Insert location here_
… where applicable, the information referred to in paragraph (b):
N/A
 in our Corporate Governance StatementOR
 at this location:
______
_Insert location here

… the length of service of each director:
 in our Corporate Governance StatementOR
at this location:
Annual Financial Report 2017 – Directors Report
 an explanation why that is so in our Corporate
Governance Statement
2.4 A majority of the board of a listed entity should be
independent directors.
… the fact that we follow this recommendation:
in our Corporate Governance StatementOR
 at this location:
_________
Insert location here
 an explanation why that is so in our Corporate
Governance StatementOR
 we are an externally managed entity and this
recommendation is therefore not applicable

6

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of
the period above. We have disclosed …
We have followed the recommendation in full for the whole of
the period above. We have disclosed …
We haveNOTfollowed the recommendation in full
for the whole of the period above. We have
disclosed …
2.5 The chair of the board of a listed entity should be
an independent director and, in particular, should
not be the same person as the CEO of the entity.
… the fact that we follow this recommendation:
 in our Corporate Governance StatementOR
 at this location:
_________
Insert location here
an explanation why that is so in our Corporate
Governance StatementOR
 we are an externally managed entity and this
recommendation is therefore not applicable
2.6 A listed entity should have a program for inducting
new
directors
and
provide
appropriate
professional
development
opportunities
for
directors to develop and maintain the skills and
knowledge needed to perform their role as
directors effectively.
… the fact that we follow this recommendation:
in our Corporate Governance StatementOR

at this location:
 an explanation why that is so in our Corporate
Governance StatementOR
 we are an externally managed entity and this
recommendation is therefore not applicable
PRINCIPLE 3– ACT ETHICALLY AND RESPONSIBLY
3.1 A listed entity should:
(a) have a code of conduct for its directors, senior
executives and employees; and
(b) disclose that code or a summary of it.
… our code of conduct or a summary of it:
 in our Corporate Governance StatementOR
at this location:
http://www.jamesonresources.com.au/index.php/2012-11-27-05-
59-48/corporate-governance
 an explanation why that is so in our Corporate
Governance Statement
PRINCIPLE 4– SAFEGUARD INTEGRITY IN CORPORATE REPORTING
4.1 The board of a listed entity should:
(a) have an audit committee which:
(1) has at least three members, all of whom are
non-executive directors and a majority of
whom are independent directors; and
(2) is chaired by an independent director, who
is not the chair of the board,
and disclose:
(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 theperiod and the individual
[If the entity complies with paragraph (a):]
… the fact that we have an audit committee that complies with
paragraphs (1) and (2):
 in our Corporate Governance StatementOR
 at this location:
_________
Insert location here
… and a copy of the charter of the committee:
 at this location:
… and the information referred to in paragraphs (4) and (5):
 in our Corporate Governance StatementOR

an explanation why that is so in our Corporate
Governance Statement

7

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of
the period above. We have disclosed …
We haveNOTfollowed the recommendation in full
for the whole of the period above. We have
disclosed …
attendances of the members at those
meetings;OR
(b) if it does not have an audit committee, disclose
that fact and the processes it employs that
independently
verify
and
safeguard
the
integrity of its corporate reporting, including
the processes for the appointment and
removal of the external auditor and the
rotation of the audit engagement partner.
 at this location:
[If the entity complies with paragraph (b):]
… the fact that we do not have an audit committee and the processes
we employ that independently verify and safeguard the integrity of
our corporate reporting, including the processes for the
appointment and removal of the external auditor and the rotation of
the audit engagement partner:
 in our Corporate Governance StatementOR
 at this location:
http://www.jamesonresources.com.au/index.php/2012-11-27-05-
59-48/corporate-governance
4.2 The board of a listed entity should, before it
approves the entity’s financial statements for a
financial period, receive from its CEO and CFO a
declaration that, in their opinion, the financial
records of the entity have been properly
maintained and that the financial statements
comply with the appropriate accounting standards
and give a true and fair view of the financial
position and performance of the entity and that
the opinion has been formed on the basis of a
sound system of risk management and internal
control which is operating effectively.
… the fact that we follow this recommendation:
in our Corporate Governance StatementOR
 at this location:
 an explanation why that is so in our Corporate
Governance Statement
4.3 A listed entity that has an AGM should ensure that
its external auditor attends its AGM and is
available to answer questions from security
holders relevant to the audit.
… the fact that we follow this recommendation:
in our Corporate Governance StatementOR

at this location:
 an explanation why that is so in our Corporate
Governance StatementOR
 we are an externally managed entity that does
not hold an annual general meeting and this
recommendation is therefore not applicable

8

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of
the period above. We have disclosed …
We haveNOTfollowed the recommendation in full
for the whole of the period above. We have
disclosed …
PRINCIPLE 5– MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should:
(a) have a written policy for complying with its
continuous disclosure obligations under the
Listing Rules; and
(b) disclose that policy or a summary of it.
… our continuous disclosure compliance policy or a summary of it:
 in our Corporate Governance StatementOR
at this location:
http://www.jamesonresources.com.au/index.php/2012-
11-27-05-59-48/corporate-governance
 an explanation why that is so in our Corporate
Governance Statement
PRINCIPLE 6– RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about
itself and its governance to investors via its
website.
… information about us and our governance on our website:
at this location:
http://www.jamesonresources.com.au/index.php/2012-
11-27-05-59-48/corporate-governance
 an explanation why that is so in our Corporate
Governance Statement
6.2 A listed entity should design and implement an
investor relations program to facilitate effective
two-way communication with investors.
… the fact that we follow this recommendation:
 in our Corporate Governance StatementOR
at this location:
http://www.jamesonresources.com.au/index.php/2012-
11-27-05-59-48/corporate-governance
 an explanation why that is so in our Corporate
Governance Statement
6.3 A listed entity should disclose the policies and
processes it has in place to facilitate and
encourage participation at meetings of security
holders.
… our policies and processes for facilitating and encouraging
participation at meetings of security holders:
 in our Corporate Governance StatementOR
at this location:
http://www.jamesonresources.com.au/index.php/2012-
11-27-05-59-48/corporate-governance
 an explanation why that is so in our Corporate
Governance StatementOR
 we are an externally managed entity that does
not hold periodic meetings of security holders
and this recommendation is therefore not
applicable

9

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of
the period above. We have disclosed …
We haveNOTfollowed the recommendation in full
for the whole of the period above. We have
disclosed …
6.4 A listed entity should give security holders the
option to receive communications from, and send
communications to, the entity and its security
registry electronically.
… the fact that we follow this recommendation:
 in our Corporate Governance StatementOR
at this location:
http://www.jamesonresources.com.au/index.php/2012-
11-27-05-59-48/corporate-governance
 an explanation why that is so in our Corporate
Governance Statement
PRINCIPLE 7– RECOGNISE AND MANAGE RISK
7.1 The board of a listed entity should:
(a) have a committee or committees to oversee
risk, each of which:
(1) has at least three members, a majority of
whom are independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the
number of times the committee met
throughout the period and the individual
attendances of the members at those
meetings;OR
(b) if it does not have a risk committee or
committees that satisfy (a) above, disclose that
fact and the processes it employs for
overseeing the entity’s risk management
framework.
[If the entity complies with paragraph (a):]
… the fact that we have a committee or committees to oversee risk
that comply with paragraphs (1) and (2):
 in our Corporate Governance StatementOR
 at this location:
______
Insert location here_
… and a copy of the charter of the committee:
 at this location:
______
_Insert location here

… and the information referred to in paragraphs (4) and (5):
 in our Corporate Governance StatementOR
 at this location:
_________
Insert location here
[If the entity complies with paragraph (b):]
… the fact that we do not have a risk committee or committees that
satisfy (a) and the processes we employ for overseeing our risk
management framework:
 inourCorporate Governance Statement OR
 an explanation why that is so in our Corporate
Governance Statement

10

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of
the period above. We have disclosed …
We haveNOTfollowed the recommendation in full
for the whole of the period above. We have
disclosed …
 at this location:
http://www.jamesonresources.com.au/index.php/2012-
11-27-05-59-48/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
(b) disclose, in relation to each reporting period,
whether such a review has taken place.
… the fact that we follow this recommendation:
in our Corporate Governance StatementOR
 at this location:
_________
Insert location here
 an explanation why that is so in our Corporate
Governance Statement
7.3 A listed entity should disclose:
(a) if it has an internal audit function, how the
function is structured and what role it
performs;OR
(b) if it does not have an internal audit function,
that fact and the processes it employs for
evaluating and continually improving the
effectiveness of its risk management and
internal control processes.
[If the entity complies with paragraph (a):]
… how our internal audit function is structured and what role it
performs:
 in our Corporate Governance StatementOR
 at this location:
_________
Insert location here
[If the entity complies with paragraph (b):]
… the fact that we do not have an internal audit function and the
processes we employ for evaluating and continually improving the
effectiveness of our risk management and internal control
processes:
 in our Corporate Governance StatementOR
at this location:
http://www.jamesonresources.com.au/index.php/2012-
11-27-05-59-48/corporate-governance
 an explanation why that is so in our Corporate
Governance Statement

11

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of
the period above. We have disclosed …
We haveNOTfollowed the recommendation in full
for the whole of the period above. We have
disclosed …
7.4 A listed entity should disclose whether it has any
material exposure to economic, environmental and
social sustainability risks and, if it does, how it
manages or intends to manage those risks.
… whether we have any material exposure to economic,
environmental and social sustainability risks and, if we do, how we
manage or intend to manage those risks:
in our Corporate Governance StatementOR
 at this location:
_________
Insert location here
 an explanation why that is so in our Corporate
Governance Statement
PRINCIPLE 8– REMUNERATE FAIRLY AND RESPONSIBLY
8.1 The board of a listed entity should:
(a) have a remuneration committee which:
(1) has at least three members, a majority of
whom are independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the
number of times the committee met
throughout the period and the individual
attendances of the members at those
meetings;OR
(b) if it does not have a remuneration committee,
disclose that fact and the processes it employs
for setting the level and composition of
remuneration
for
directors
and
senior
executives
and
ensuring
that
such
remuneration is appropriate and not excessive.
[If the entity complies with paragraph (a):]
… the fact that we have a remuneration committee that complies
with paragraphs (1) and (2):
 in our Corporate Governance StatementOR
 at this location:
______
Insert location here_
… and a copy of the charter of the committee:

at this location:
… and the information referred to in paragraphs (4) and (5):
 in our Corporate Governance StatementOR
 at this location:
______
_Insert location here

[If the entity complies with paragraph (b):]
… the fact that we do not have a remuneration committee and the
processes we employ for setting the level and composition of
remuneration for directors and senior executives and ensuring that
such remuneration is appropriate and not excessive:
in our Corporate Governance StatementOR
 an explanation why that is so in our Corporate
Governance StatementOR
 we are an externally managed entity and this
recommendation is therefore not applicable

12

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of
the period above. We have disclosed …
We haveNOTfollowed the recommendation in full
for the whole of the period above. We have
disclosed …
 at this location:
_________
Insert location here
8.2 A listed entity should separately disclose its
policies and practices regarding the remuneration
of non-executive directors and the remuneration
of executive directors and other senior executives.
… separately our remuneration policies and practices regarding the
remuneration of non-executive directors and the remuneration of
executive directors and other senior executives:
in our Corporate Governance StatementOR
 at this location:
_________
Insert location here
 an explanation why that is so in our Corporate
Governance StatementOR
 we are an externally managed entity and this
recommendation is therefore not applicable
8.3 A listed entity which has an equity-based
remuneration scheme should:
(a) have a policy on whether participants are
permitted to enter into transactions (whether
through the use of derivatives or otherwise)
which limit the economic risk of participating
in the scheme; and
(b) disclose that policy or a summary of it.
… our policy on this issue or a summary of it:
 in our Corporate Governance StatementOR
 at this location:
_________
Insert location here
an explanation why that is so in our Corporate
Governance StatementOR
 we do not have an equity-based remuneration
scheme and this recommendation is therefore
not applicableOR
 we are an externally managed entity and this
recommendation is therefore not applicable
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES (NOT APPLICABE)
- Alternative to Recommendation 1.1 for externally
managed listed entities:
The responsible entity of an externally managed
listed entity should disclose:
(a) the arrangements between the responsible
entity and the listed entity for managing the
affairs of the listed entity;
(b) the role and responsibility of the board of the
responsible
entity
for
overseeing
those
arrangements.
… the information referred to in paragraphs (a) and (b):
 in our Corporate Governance StatementOR
 at this location: N/A
_________
Insert location here
 an explanation why that is so in our Corporate
Governance Statement

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Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of
the period above. We have disclosed …
We haveNOTfollowed the recommendation in full
for the whole of the period above. We have
disclosed …
- Alternative to Recommendations 8.1, 8.2 and 8.3 for
externally managed listed entities:
An externally managed listed entity should clearly
disclose the terms governing the remuneration of
the manager.
… the terms governing our remuneration as manager of the entity:
 in our Corporate Governance StatementOR
 at this location: N/A
_________
Insert location here
 an explanation why that is so in our Corporate
Governance Statement

14