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PARAGON CARE LIMITED Governance Information 2017
65551_rns_2017-08-06_2b3bd2b0-3668-490b-ad91-7efd6ff9289d.pdf
Governance Information
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ASX ANNOUNCEMENT
paragoncare.com.au
7 August 2017
Australian Securities Exchange Company Announcements Office
CORPORATE GOVERNANCE STATEMENT AND THE APPENDIX 4G
Please find following the Paragon Care Limited Corporate Governance Statement and the Appendix 4G (Key to Disclosures of Corporate Governance Council Principles and Recommendations).
The Statement may also be found on the company's website at http://www.paragoncare.com.au/corporate-governance-statement/
John Osborne
Company Secretary
For further information please contact: Mark Simari Managing Director T: 1300 369 559 E: [email protected]
About Paragon Care Limited
Paragon Care is a Melbourne based, listed company with the ASX (PGC), which has progressively acquired businesses in the healthcare sector. It is a leading provider of medical equipment, devices and consumables for the Australian and New Zealand healthcare market. These are high growth markets driven by the ageing of the population, continuously rising consumer expectations and increasing government spending. By combining a series of strategic acquisitions of class leading companies, Paragon Care has positioned itself to provide end to end solutions including equipment and consumable solutions for acute, aged, primary, community and hospital care. Paragon Care Ltd's head office is located at 11 Dalmore Drive Scoresby VIC 3179 Australia. For further information please contact Mark Simari, Managing Director (1300 369 559) or via email at [email protected].
paragoncare.com.au
Paragon Care Limited
Corporate Governance Statement
Paragon Care Limited (the Company or PGC) and the Board are committed to achieving and demonstrating the highest standards of corporate governance. For the year ended 30 June 2017 the Board reviewed the Company's framework and practices in the context of the 3rd edition of the ASX Corporate Governance Principles and Recommendations released in March 2014 (the Principles and Recommendations). The Paragon Care Corporate Governance Statement (the Statement) and the supplementary policies and charters are available on the Company's website (http://www.paragoncare.com.au/corporate-governancestatement/ ) under the "Investors Centre / Governance" tab. The Company and its controlled entities together are referred to as the group in this Statement.
A description of the group's corporate governance practices in the year ended 30 June 2017 and the comparison to the Principles and Recommendations requirements is provided below.
Principle 1 - Lay solid foundations for management and oversight
The directors are responsible to the shareholders for the performance of the group in both the short and the longer term and seek to balance competing objectives in the best interests of the group as a whole. The focus is to enhance the interests of shareholders and other key stakeholders and to ensure the group is properly managed.
The Board adopted a Board Charter with effect from 1 July 2014 and it is available on the Company's website (www.paragoncare.com.au ) under the "Investors Centre / Governance" tab. The principles detailed are consistent with the responsibilities of the Board discharged in the year to 30 June 2017. The responsibilities of the Board include:
- Developing and approving the corporate strategy and monitoring implementation of strategy.
- Evaluating, approving and monitoring the strategic and financial plans of the Company.
- Evaluating, approving and monitoring the annual budgets (including financial and other reporting) and business plans.
About Paragon Care Limited
Paragon Care is a Melbourne based, listed company with the ASX (PGC), which has progressively acquired businesses in the healthcare sector. It is a leading provider of medical equipment, devices and consumables for the Australian and New Zealand healthcare market. These are high growth markets driven by the ageing of the population, continuously rising consumer expectations and increasing government spending. By combining a series of strategic acquisitions of class leading companies, Paragon Care has positioned itself to provide end to end solutions including equipment and consumable solutions for acute, aged, primary, community and hospital care. Paragon Care Ltd.'s head office is located at 11 Dalmore Drive Scoresby VIC 3179 Australia. For further information please contact Mark Simari, Managing Director (1300 369 559) or via email at [email protected].
- Evaluating, approving and monitoring the progress of major capital expenditure, capital management and all major corporate transactions, including the issue of securities of the Company.
- Appointment of the Chairman of the Company.
- Appointing, monitoring, managing the performance of, and if necessary terminating the employment of the Managing Director, Senior Management and Company Secretary. The Board will consider the Managing Director and Senior Management's authorities and accountabilities, as well as objectives and performance indicators to provide monitoring benchmarks.
- Managing succession planning for the positions of Managing Director and such other key management positions which may be identified from time to time.
- Liaising with the Managing Director in relation to the appointment and termination of such key management positions which may be identified from time to time.
- Ensuring appropriate resources are available to the Managing Director and Senior Management.
- Reviewing, ratifying and monitoring the Company's risk and audit framework, (including but not limited to) systems of risk management and internal control. Reviewing, ratifying and monitoring compliance with the Company's risk and audit policies and protocols.
- Reviewing, ratifying and monitoring the Company's operations in relation to, and compliance with relevant regulatory and legal requirements.
- Actively and regularly involved in strategic planning and reviewing, developing and considering strategic planning issues and identification of opportunities and the full range of business risks that will determine which of those opportunities are most worth pursuing.
- Periodic review with management on how the strategic environment is changing, what key business risks and opportunities are appearing, how they are being managed and what, if any, modifications in strategic direction should be adopted.
- Reviewing and approval of all disclosures related to any departures from the ASX principles of good corporate governance.
- Reviewing and approval of the disclosure of any of the Company's policies and procedures to the general public.
- Supervision of the public disclosure of all matters that the ASX best practice recommendations and recommend be publicly disclosed consistent with the Continuous Disclosure Policy approved by the Board.
- Establishing and monitoring performance and reporting of Committees of the Board.
- Appointment of Directors to Committees established by the Board.
- Approval and monitoring delegations of authority.
- Enhancing and protecting the reputation of the organisation
Day to day management of the group's affairs and the implementation of the corporate strategy and policy initiatives are formally delegated by the Board to the managing director and senior management team.
Any director, with the prior agreement of the Chairman (or in the case of the Chairman by reference to one non-executive director) may in furtherance of their duties, seek independent professional advice at the Company's expense.
The identification and selection of directors and senior management is undertaken by the Nominations & Remuneration Committee with effect from 1 July 2014. The Nominations & Remuneration Committee Charter is available on the Company's website (www.paragoncare.com.au ) under the "Investors Centre / Governance" tab. In addition to being responsible for guiding the remuneration structure of the Company this committee is responsible for identifying suitable candidates to act as directors of the Company and undertaking appropriate checks of candidates. The details of the all Company's directors can be found in the 2017 Annual Report and for directors that were elected at the 2016 Annual General Meeting in the Notice of Meeting.
All directors and senior management have written agreements with the Company detailing the terms of their appointment. The Company Secretary is appointed by the Board and reports to the chairman on all Board matters.
Diversity Policy
The Company values diversity and recognises the benefits it can bring to the organisation's ability to achieve its goals. The Company's workforce is relatively small and the directors do not believe it is appropriate to establish formal diversity objectives in relation to gender, age, cultural background and ethnicity at this stage. Given the scale of its operations the Company must ensure that the best candidate at the time is appointed to any vacant position. The Directors periodically review the Company's policies in the context of the principles of a diversity policy as outlined in Recommendation 1.5.
As at 30 June 2017 the structure of the workforce was as follows:
| Male | Female | Total | |
|---|---|---|---|
| Management | 39 | 1 | 51 |
| Staff | 108 | 77 | 180 |
| Total | 147 | 84 | 231 |
Board and senior management evaluation
The Board undertakes a biennial self-assessment of its collective performance, the performance of the Chairman and of its committees. The assessment also considers the adequacy of induction and continuing education and access to information. The results and any action plans are documented together with specific performance goals which are agreed for the coming year. An assessment carried out in accordance with this process was undertaken in June 2016 and a further assessment will be undertaken prior to 30 June 2018.
The senior management performance is evaluated annually against operational and financial objectives agreed by the Board.
Detail on the principles and amounts of non-executive director and senior management remuneration can be found in the Remuneration Report section 2017 Annual Report.
Principle 2 - Structure the Board to add value
The Nominations & Remuneration Committee is responsible for establishing the criteria for Board membership, reviewing Board membership and identifying suitable candidates to act as directors to contribute to Board's duties and responsibilities. The Nominations & Remuneration Committee Charter can be found on the Company's website (www.paragoncare.com.au ) under the "Investors Centre / Governance" tab.
The Board has taken every care to achieve a well-structured Board, which includes both executive and non executive directors with an appropriate range of skills and experience. In recognition of the importance of independent views and the Board's role in supervising the activities of management, the Chairman is an independent non-executive director and all directors are required to exercise independent judgement and review and constructively challenge the performance of management.
The Company for the past year and as at 30 June 2017 had five directors, three of whom are independent non executive directors (Mr Tanner, the Chairman, Mr Newton and Mr Sam. The two executive directors are Mr Simari – Managing Director, and Mr Cheong - Marketing Manager. Mr Rice, the Company's Chief Operating Officer, is an Alternate Director for Mr Simari.
The Company has a majority of independent directors on the Board consistent Recommendation 2.4. All directors to have a hands-on role within the Company. The Chairman of the Board, Mr Tanner, is an independent, non-executive director and he, with the other independent directors, Messrs Newton and Sam, provide an active role in challenging management.
The Company ensures all directors have and maintain the skills to discharge their roles effectively by an induction process for new directors and development programs for directors. The Company considers the skills matrix contemplated in Recommendation 2.2 is premature give the evolving nature of the Company and its development. Notwithstanding the Nominations & Remuneration Committee does consider the balance of competencies of the incumbent directors across a range of core commercial skills and industry experience when considering the appointment non-executive director and will continue to apply a similar approach when considering future appointments. In the past year the Board agreed to actively review potential female Board candidates that come to their attention and consider an appointment, where the candidate can clearly add value to the Board in support of its adoption of the diversity principles noted above.
Principle 3 – Act ethically and responsibly
The Board expects all directors, employees and contractors to act with the utmost integrity and objectivity, and in compliance with the letter and the spirit of the law and Company policies striving at all times to enhance the reputation and performance of the Company, in the following areas;
- Business ethics
- Compliance with laws
- Personal and professional conduct
- Respect for others and improper behavior
- Dealings with suppliers, customers, advisers and regulators
- Dealing with the community
- Dealing with other employees.
The Company and its directors have always promote ethical and responsible decision-making and effective 1 July 2014 the Company formalised its Code of Conduct and this may be viewed on the Company's website (www.paragoncare.com.au ) under the "Investors Centre / Governance" tab.
Principle 4 - Safeguard integrity in corporate reporting
The Board established an Audit & Risk Management Committee with effect from 1 July 2014 and this Committee reviews and make recommendations in relation to the integrity of the Company's financial reporting processes and its financial statements, and oversee the risk management processes within the Company. The Audit & Risk Management Committee Charter may be viewed on the Company's website (www.paragoncare.com.au ) under the "Investors Centre / Governance" tab.
The Audit & Risk Management Committee comprises the two independent non-executive directors, consistent with the Principles and Recommendations and the committee is independent of management in discharging its responsibility of overseeing the integrity of management's financial administration and risk management. The details of its members and the directors' attendance at Audit & Risk Management Committee meetings are set out in the directors' report of the 2017 Annual Report. Consistent with the requirements of Section 295A of the Corporations Act the Company's Managing Director or Chief Financial Officer provide a declaration that, in their opinion, the financial records of the Company for a each financial year and half year have been properly maintained in accordance with the Act and that the financial statements and the notes for the financial year comply with the accounting standards and give a true and fair view of the financial position and performance of the entity. The directors must receive this declaration before they approve the financial statements for the financial year and half year.
The Company policy is to appoint external auditors who clearly demonstrate quality and independence. The performance of the external auditor is reviewed annually and applications for tender of external audit services are requested as deemed appropriate, taking into consideration assessment of performance, existing value and tender costs. RSM Australia (previously RSM Bird Cameron Partners) was appointed as the external auditor firm in November 2009. Following completion of the audit of the 30 June 2016 financial statements Mr Miano retired as the lead Partner of the external auditor and for the year ended 30 June 2017, Mr Phillip Ransom has been the lead Partner of RSM Australia Partners.
The external auditor will attend the Company's annual general meetings and be available to answer shareholder questions about the conduct of the audit and the preparation and content of the audit report.
Principle 5 - Make timely and balanced disclosure
The Board fully recognises its disclosure obligations under ASX Listing Rule 3.1 and aims to ensure that shareholders are informed of all major developments affecting the Company's state of affairs by:
- The Company reporting to shareholders at least each six months.
- Ensuring that price sensitive information and matters of material significance are reported to the ASX immediately.
- Copies of all announcements and reports are available on the ASX website and are posted on the Company's website as soon as they are disclosed to the ASX.
The Company and its directors fully appreciate their responsibilities under the ASX Listing Rules and has fully understood and complied with the Company's continuous disclosure obligation. Effective from 1 July 2014 the Company adopted a Continuous Disclosure Policy and this may be viewed on the Company's website (www.paragoncare.com.au ) under the "Investors Centre / Governance" tab.
Principle 6 - Respect the rights of security holders
The Company aims to ensure that shareholders are kept informed of all major developments affecting the state of affairs of the Company. Additionally, the Company recognises that potential investors and other interested stakeholders may wish to obtain information about the Company from time to time.
To achieve this, the Company communicates information regularly to shareholders and other stakeholders through a range of forums and publications.
One of the Company's key communication tools is its website located at www.paragoncare.com.au .
The Company endeavours to keep its website up-to-date. Important information about the Company can be found under the section marked Corporate Governance on its website.
In addition to the material specifically referred to below, the Corporate Governance section of the website includes details of the following:
- the Company's Board and Board Committee charters;
- the Company's core corporate governance policies;
- any press release, analyst reports and announcements made by the Company; and
- financial information about the Company.
The website also contains a facility for shareholders to direct inquiries to the Company, but at present it does not provide shareholders with the option of receiving communications from the Company via email. The Company's relatively small shareholding base has not warranted the extra expense however the Company periodically reviews this communication option. The Company's shareholders may also deal directly with its share registry, Link Market Services through its website
https://investorcentre.linkmarketservices.com.au/Login/Login
Measures for communicating the following important aspects of the Company's affairs include:
- Notice of meeting: The Company places the full text of all notices of meetings and explanatory material on its website. The Company encourages shareholders to provide email addresses so that notices of meeting and explanatory material can be sent to shareholders via email.
- Annual General Meeting (AGM): The Company encourages full participation of shareholders at its AGM each year. For those shareholders who are unable to attend in person, the Company provides an outline of the Chairman's and the Managing Director's presentations on its website. Shareholders are encouraged to lodge proxies electronically, subject to the adoption of satisfactory authentication procedures. The Company's external auditor will attend the AGM and be available to answer shareholder questions about the conduct of the audit and the preparation and content of the auditor's report. The external auditor will also be allowed a reasonable opportunity to answer written questions submitted by shareholders to the auditor as permitted under the Corporations Act 2001 (Cth).
- Annual Report: The Company's Annual Report is available on its website and contains important information about the Company's activities and results for the previous financial year. Shareholders can elect to receive the Company's Annual Report or concise report as an electronic copy or in hard copy through the mail.
- Announcements lodged with the ASX: All ASX announcements made to the market, including annual and half year financial results, are posted on the Company's website as soon as practicable following their release by ASX.
- Presentations: Copies of all investor presentations made to analysts and media briefings are posted on the Company's website.
Principle 7 - Recognise and Manage Risk
The Audit & Risk Management Committee has had the responsibility for initiating the review process and monitoring the systems of risk oversight, management and internal control. The Audit & Risk Management Committee Charter may be found on the Company's website. In the year to 30 June 2017 the Company commenced a process of formally reviewing the risk framework of the group. The Committee in consultation with management identified key risks confronting the group and on a regular basis the Board receives a presentation on one or two of these risk and the strategies applied to manage the exposures. The Committee periodically reviews the key risks and the priorities for review. The Board has established internal controls and reviews areas of operational and financial risks. The Company has strategies to mitigate identified risks of the business. The Company carries sufficient insurance for the size and nature of its business to protect shareholders' equity.).
The Company does not have an internal audit function. The Company is small enough and the Board and the Audit & Risk Management Committee are sufficiently knowledgeable of the Company's operations to evaluate the effectiveness risk management and internal control processes of the Company. In addition the Company's auditor reports upon risk management control processes and makes recommendations for areas of improvement.
Principle 8 - Remunerate fairly and responsibly
The Company's seeks to pay its directors and executives' sufficient remuneration to attract, retain and motivate high quality personnel. The policy objectives are as follows:
- to ensure the Company's remuneration structures are equitable and aligned with the long-term interests of the Company and its shareholders and having regard to relevant Company policies;
- to attract and retain skilled executives and directors;
- to structure short and long term incentives for executives that are challenging and linked to the creation of sustainable shareholder returns;
- to ensure any termination benefits for executives are justified and appropriate; and
- to ensure the incentive for non-executive directors are justified and not in conflict with their obligation to bring independent judgement to matters before the Board.
In the year to 30 June 2017 the Company had a Nominations & Remuneration Committee comprising of two independent non-executive directors and the details of its members and the directors' attendance at Nominations & Remuneration Committee meetings are set out in the directors' report of the 2017 Annual Report. The Nominations & Remuneration Committee Charter may be found on the Company's website via this link.
In respect of remuneration matters the Nominations & Remuneration Committee advises the Board on remuneration and incentive policies and practices generally, and makes specific recommendations on remuneration packages and other terms of employment for executive directors, other senior executives and non-executive directors.
Each member of the senior executive team signs a formal employment contract at the time of their appointment covering a range of matters including their duties, rights, responsibilities and any entitlements on termination. The standard contract refers to a specific formal job description.
Further information on directors (executive and non-executive) and executives' remuneration, including principles used to determine remuneration, is set out in the directors' report under the heading "Remuneration Report" in the 2017 Annual Report. www.paragoncare.com.au .
On an annual basis the Board reviews with senior management the past results and documented action plans together with specific performance objectives which are agreed for the coming year. Senior management performance is evaluated annually against the operational and financial objectives agreed by the Board. The Company does have an option plan available for employees however there is no equity based performance incentive scheme offer to senior management. The Board considers that given the relatively small size of the Company and its stage of development such incentive schemes are not appropriate but this will remain under periodic review by the Nominations & Remuneration Committee.
Revision July 2017
Rules 4.7.3 and 4.10.31
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Introduced 01/07/14 Amended 02/11/15
Name of entity
PARAGON CARE LIMITED
76 064 551 426 30 JUNE 2017
ABN / ARBN Financial year ended:
Our corporate governance statement2 for the above period above can be found at:3
☐ These pages of our annual report:
☑ This URL on our website: www.paragoncare.com.au/corporate-governance-statement/
The Corporate Governance Statement is accurate and up to date as at [insert effective date of statement] and has been approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located.
Date: 7 August 2017
John Osborne
Company Secretary
1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.
Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.
Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of rule 4.10.3.
2 "Corporate governance statement" is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.
3 Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity's corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes "OR" at the end of the selection and you delete the other options, you can also, if you wish, delete the "OR" at the end of the selection.
ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES
| Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of theperiod above. We have disclosed … | We have NOT followed the recommendation in full for the wholeof the period above. We have disclosed …4 | |
|---|---|---|---|
| PRINCIPLE 1 –LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT | |||
| 1.1 | A listed entity should disclose:(a)the respective roles and responsibilities of its board andmanagement; and(b)those matters expressly reserved to the board and thosedelegated to management. | … the fact that we follow this recommendation:☐in our Corporate Governance Statement OR☑at http://www.paragoncare.com.au/corporategovernance-statement/… and information about the respective roles and responsibilitiesofour board and management(including those matters expresslyreserved to the board and those delegatedto management):☑at http://paragoncare.com.au/wpcontent/uploads/2016/12/board-charter.pdf | ☐an explanation why that is soin our Corporate GovernanceStatement OR☐we arean externally managed entity and this recommendationis therefore not applicable |
| 1.2 | A listed entity should:(a)undertake appropriate checksbefore appointing a person, orputting forward to security holders a candidate for election,as a director; and(b)provide security holders with all material information in itspossession relevant to a decision on whether or not to elector re-elect a director. | … the factthat we follow this recommendation:☐in our Corporate Governance Statement OR☑at http://www.paragoncare.com.au/corporategovernance-statement/ | ☐an explanation why that is soin our Corporate GovernanceStatement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| 1.3 | A listed entity should have a written agreement with each directorand senior executive setting out the terms of their appointment. | … the fact that we follow this recommendation:☐in our Corporate Governance Statement OR☑at http://www.paragoncare.com.au/corporategovernance-statement/ | ☐an explanationwhy that is soinour Corporate GovernanceStatement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| 1.4 | The company secretary of a listed entity should be accountabledirectly to the board, through the chair, on all matters todo with theproper functioning of the board. | … the fact that we follow this recommendation:☐in our Corporate Governance Statement OR☑at http://www.paragoncare.com.au/corporategovernance-statement/ | ☐an explanationwhy that is soin our Corporate GovernanceStatement OR☐weare an externally managed entity and this recommendationis therefore not applicable |
4 If you have followed all of the Council's recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.
| Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of theperiod above. We have disclosed … | We have NOT followed the recommendation in full for the wholeof the period above. We have disclosed …4 | |
|---|---|---|---|
| 1.5 | A listed entity should:(a)have a diversity policy whichincludes requirements for theboard or a relevant committee of the board tosetmeasurable objectives for achieving gender diversity and toassess annually both the objectives and the entity's progressin achieving them;(b)disclose that policy or a summary of it; and(c)disclose as at the end of each reporting period themeasurable objectives for achieving gender diversity set bythe board or a relevant committee of the board in accordancewith the entity's diversity policy and its progress towardsachieving them and either:(1)the respective proportions of men and women on theboard, in senior executive positions and across thewhole organisation (including how the entity has defined"senior executive" for these purposes); or(2)if the entity is a "relevant employer" under the WorkplaceGender Equality Act, the entity's most recent "GenderEquality Indicators", as defined in and published underthat Act. | … the fact that we have a diversity policy that complies withparagraph(a):☐in our Corporate Governance Statement OR☐at [insert location]… and a copy of our diversity policy or a summary of it:☐at [insert location]… and the measurable objectives for achieving gender diversity set bythe board or a relevant committee of the board in accordance with ourdiversity policy and our progress towardsachieving them:☐in our Corporate Governance Statement OR☐at [insert location]… and the information referred to in paragraphs (c)(1) or (2):☐in our Corporate Governance Statement OR☐at [insert location] | ☑an explanationwhy that is soin our Corporate GovernanceStatementathttp://www.paragoncare.com.au/corporategovernance-statement/OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| 1.6 | A listed entity should:(a)have and disclose a process for periodically evaluating theperformance of the board, its committees and individualdirectors; and(b)disclose, in relation to each reporting period, whether aperformance evaluation was undertaken in the reportingperiod in accordance with that process. | … the evaluationprocess referred to in paragraph (a):☐in our Corporate Governance Statement OR☑at http://www.paragoncare.com.au/corporategovernance-statement/… and the information referred to in paragraph (b):☐in our Corporate Governance Statement OR☑at the Remuneration Report section 2017Annual Report | ☐an explanation why that is soin our Corporate GovernanceStatement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of theperiod above. We have disclosed … | We have NOT followed the recommendation in full for the wholeof the period above. We have disclosed …4 | |||
|---|---|---|---|---|---|
| 1.7 | (a)(b) | A listed entity should:have and disclose a process for periodically evaluating theperformance of its senior executives; anddisclose, in relation to each reporting period, whether aperformance evaluation was undertaken in the reportingperiod in accordance with that process. | … the evaluationprocess referred to in paragraph (a):☐in our Corporate Governance Statement OR☑at http://www.paragoncare.com.au/corporategovernance-statement/… and the information referred to in paragraph (b):☐in our Corporate Governance Statement OR☑at the Remuneration Report section 2017Annual Report | ☐☐ | an explanationwhy that is soin our Corporate GovernanceStatement ORwe are an externally managed entity and this recommendationis therefore not applicable |
| Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of theperiod above. We have disclosed … | We have NOT followed the recommendation in full for the wholeof the period above. We have disclosed …4 | |
|---|---|---|---|
| PRINCIPLE 2 - | STRUCTURE THE BOARD TO ADD VALUE | ||
| 2.1 | The board of a listed entity should:(a)have a nomination committee which:(1)has at least three members, a majority of whom areindependent 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 oftimes the committee met throughout the period andthe individual attendances of the members at thosemeetings; or(b)if it does not have a nomination committee, disclose thatfact and the processes it employs to address boardsuccession issues and to ensure that the board has theappropriate balance of skills, knowledge, experience,independence and diversity to enableit to discharge itsduties and responsibilities effectively. | [If the entity complies with paragraph (a):]… the fact that we have a nomination committee that complies withparagraphs (1) and (2):☐in our Corporate Governance Statement OR☑at http://www.paragoncare.com.au/corporategovernance-statement/… and a copy of the charter of the committee:☑ athttp://www.paragoncare.com.au/media/fckuploads/files/PGC_Nomination-Remuneration-CommitteeCharter_Jul14_v1.pdf… and the information referred to in paragraphs (4) and (5):☐in our Corporate Governance Statement OR☑at the Information on Directors in the Directors' Report of the2017Annual Report[If the entity complies with paragraph (b):]… the fact that we do not have a nomination committee and theprocesses we employto address board succession issues and toensure that the board has the appropriate balance of skills,knowledge, experience, independence and diversity to enable it todischarge its duties and responsibilities effectively:☐in our Corporate Governance Statement OR☐at [insert location] | ☐an explanationwhy that is soin our Corporate GovernanceStatementOR☐we are an externally managed entity and this recommendationis therefore not applicable |
| 2.2 | A listed entity should have and disclose a boardskills matrixsetting out the mix of skills and diversity that the board currentlyhas or is looking to achieve in its membership. | … our boardskills matrix:☐in our Corporate Governance Statement OR☐at [insert location] | ☑an explanation why that is soin our Corporate GovernanceStatementhttp://www.paragoncare.com.au/corporategovernance-statement/OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of theperiod above. We have disclosed … | We have NOT followed the recommendation in full for the wholeof the period above. We have disclosed …4 | |
|---|---|---|---|
| 2.3 | A listed entity should disclose:(a)the names of the directors considered by the board to beindependent directors;(b)if a director has an interest, position, association orrelationship of the type described in Box2.3 but theboardis of the opinion that it does not compromise theindependence of the director, the nature of the interest,position, association or relationship in question and anexplanation 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 beindependentdirectors:☐in our Corporate Governance Statement OR☑at http://www.paragoncare.com.au/corporategovernance-statement/… and, where applicable, the information referred to in paragraph (b):☐in our Corporate Governance Statement OR☐at [insert location]… and the length of service of each director:☐in our Corporate Governance StatementOR☑at the Information on Directors in the Directors' Report of the2017Annual Report | ☐an explanationwhy that is soin our Corporate GovernanceStatement |
| 2.4 | A majority of the board of a listed entity should be independentdirectors. | … the fact that we follow this recommendation:☐in our Corporate Governance Statement OR☑at http://www.paragoncare.com.au/corporategovernance-statement/ | ☐an explanationwhy that is so in our Corporate GovernanceStatement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| 2.5 | The chair of the board of a listed entity should be an independentdirector and, in particular, should not be the same person as theCEO of the entity. | … the fact thatwe follow this recommendation:☐in our Corporate Governance Statement OR☑at http://www.paragoncare.com.au/corporategovernance-statement/ | ☐an explanationwhy that is so in our Corporate GovernanceStatement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| 2.6 | A listed entity should have a program for inducting new directorsand provide appropriate professional development opportunitiesfor directors to develop and maintain the skills and knowledgeneeded to perform their role as directors effectively. | … the factthat we follow this recommendation:☐in our Corporate GovernanceStatement OR☑at http://www.paragoncare.com.au/corporategovernance-statement/ | ☐an explanationwhy that is so in our Corporate GovernanceStatement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of theperiod above. We have disclosed … | We have NOT followed the recommendation in full for the wholeof the period above. We have disclosed …4 | |
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| PRINCIPLE 3 – | ACT ETHICALLY AND RESPONSIBLY | ||
| 3.1 | A listed entity should:(a)have a code of conduct for its directors, senior executivesand employees; and(b)disclose that code or a summary of it. | … our codeof conduct or a summary of it:☐in our Corporate Governance Statement OR☑at http://www.paragoncare.com.au/corporategovernance-statement/andhttp://paragoncare.com.au/wpcontent/uploads/2015/12/PGC_Code-ofConduct_Jul14_v1.pdf | ☐an explanationwhy that is soin our Corporate GovernanceStatement |
| Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of theperiod above. We have disclosed … | We have NOT followed the recommendation in full for the wholeof the period above. We have disclosed …4 | |
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| 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 nonexecutive directors and a majority of whom areindependent directors; and(2)is chaired by an independent director, who is notthechair of the board,and disclose:(3)the charter of the committee;(4)the relevant qualifications and experience of themembers of the committee; and(5)in relation to each reporting period, the number oftimes the committee met throughout the period andthe individual attendances of the members at thosemeetings; or(b)if it does not have an audit committee, disclose that factand the processes it employs that independently verify andsafeguard the integrity of its corporate reporting, includingthe processes for the appointment and removal of theexternal auditor and the rotation of the audit engagementpartner. | [If the entity complies with paragraph (a):]… the fact that we have an audit committee that complies withparagraphs (1) and (2):☐in our Corporate Governance Statement OR☑at http://www.paragoncare.com.au/corporategovernance-statement/… and a copy of the charter of thecommittee:☐athttp://www.paragoncare.com.au/media/fckuploads/files/PGC_Audit-Risk-Committee-Charter_Jul14_v1.pdf… and the information referred to in paragraphs (4) and (5):☐in our Corporate Governance Statement OR☑at the Information on Directors in the Directors' Report of the2017Annual Report[If the entity complieswith paragraph (b):]… the fact that we do not have an audit committeeand the processeswe employ that independently verify and safeguard the integrity of ourcorporate reporting, including the processes for the appointment andremoval of the external auditor and the rotation of the auditengagementpartner:☐in our Corporate Governance Statement OR☐at [insert location] | ☐an explanation why that is soin our Corporate GovernanceStatement |
| 4.2 | The board of a listed entity should, before it approves the entity'sfinancial statements for a financial period, receive from its CEOand CFO a declaration that, in their opinion, the financial recordsof the entity have been properly maintained and that the financialstatements comply with the appropriate accounting standardsand give a true and fair view of the financial position andperformance of the entity and that the opinion has been formedon the basis of a sound system of risk management and internalcontrol which is operating effectively. | … the fact that we follow this recommendation:☐in our Corporate Governance Statement OR☑at http://www.paragoncare.com.au/corporategovernance-statement/ | ☐an explanation why that is soin our Corporate GovernanceStatement |
| Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of theperiod above. We have disclosed … | We have NOT followed the recommendation in full for the wholeof the period above. We have disclosed …4 | ||
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| 4.3 | A listed entity that has an AGM should ensure that its externalauditor attends its AGM and is available to answer questionsfrom security holders relevant to the audit. | … the fact thatwe follow this recommendation:☐in our Corporate Governance Statement OR☑at http://www.paragoncare.com.au/corporategovernance-statement/ | ☐☐ | an explanationwhy that is so in our Corporate GovernanceStatement ORwe are an externally managed entity that does not holdanannual general meeting and this recommendation is thereforenot applicable |
| PRINCIPLE 5 – | MAKE TIMELY AND BALANCED DISCLOSURE | |||
| 5.1 | A listed entity should:(a)have a written policy for complying with its continuousdisclosure obligations under the Listing Rules; and(b)disclose that policy or a summary of it. | … our continuous disclosure compliance policy or a summary of it:☐in our Corporate Governance Statement OR☑at http://www.paragoncare.com.au/corporategovernance-statement/ | ☐ | an explanationwhy that is soin our Corporate GovernanceStatement |
| PRINCIPLE 6 – | RESPECT THE RIGHTS OF SECURITY HOLDERS | |||
| 6.1 | A listed entity should provide information about itself and itsgovernance to investors via its website. | … information about us and our governance on our website:☑at http://www.paragoncare.com.au/ | ☐ | an explanationwhy that is soin our Corporate GovernanceStatement |
| 6.2 | A listed entity should design and implement an investor relationsprogram to facilitate effective two-way communication withinvestors. | … the factthat we follow this recommendation:☐in our Corporate Governance Statement OR☑at http://www.paragoncare.com.au/corporategovernance-statement/ | ☐ | an explanationwhy that is soin our Corporate GovernanceStatement |
| 6.3 | A listed entity should disclose the policies and processes it has inplace to facilitate and encourage participation at meetings ofsecurity holders. | … our policies and processes for facilitating and encouragingparticipation at meetings of security holders:☐in our Corporate Governance Statement OR☑at http://www.paragoncare.com.au/corporategovernance-statement/ | ☐☐ | an explanationwhy that is so in our Corporate GovernanceStatement ORwe are an externally managed entity that does not holdperiodic meetingsof security holders and this recommendationis therefore not applicable |
| 6.4 | A listed entity should give security holders the option to receivecommunications from, and send communications to, the entityand its security registry electronically. | … the fact that we follow this recommendation:☐in our Corporate Governance Statement OR☑at http://www.paragoncare.com.au/corporategovernance-statement/ | ☐ | an explanationwhy that is soin our Corporate GovernanceStatement |
| Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of theperiod above. We have disclosed … | We have NOT followed the recommendation in full for the wholeof the period above. We have disclosed …4 | |
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| 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 ofwhich:(1)has at least three members, a majority of whom areindependent 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 oftimes the committee met throughout the period andthe individual attendances of the members at thosemeetings; or(b)if it does not have a risk committee or committees thatsatisfy (a) above, disclose that fact and the processes itemploys for overseeing the entity's risk managementframework. | [If the entity complies with paragraph (a):]… the fact that we have a committee or committees to oversee riskthat comply with paragraphs (1) and (2):☐in our Corporate Governance Statement OR☑at http://www.paragoncare.com.au/corporategovernance-statement/… and a copy of the charter of the committee:☑athttp://www.paragoncare.com.au/media/fckuploads/files/PGC_Audit-Risk-Committee-Charter_Jul14_v1.pdf… and the information referred to in paragraphs (4) and (5):☐in our Corporate Governance Statement OR☑ at the Information on Directors in the Directors' Report of the2017Annual Report[If the entity complies withparagraph (b):]… the fact that we do not have a risk committeeor committees thatsatisfy (a) and the processes weemploy for overseeing our riskmanagement framework:☐in our Corporate Governance Statement OR☐at [insert location] | ☐an explanationwhy that is soin our Corporate GovernanceStatement |
| Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of theperiod above. We have disclosed … | We have NOT followed the recommendation in full for the wholeof the period above. We have disclosed …4 | |
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| 7.2 | The board or a committee of the board should:(a)review the entity's risk management framework at leastannually to satisfy itself that it continues to be sound; and(b)disclose, in relation to each reporting period, whether sucha review has taken place. | … the fact that board or a committee of the board reviews the entity'srisk management framework at least annually to satisfy itself that itcontinues to be sound:☐in our Corporate Governance Statement OR☑at http://www.paragoncare.com.au/corporategovernance-statement/… and that such a review has taken place in the reporting periodcovered by this Appendix4G:☐in our Corporate Governance Statement OR☑at http://www.paragoncare.com.au/corporategovernance-statement/ | ☐an explanationwhy that is soin our Corporate GovernanceStatement |
| 7.3 | A listed entity should disclose:(a)if it has an internal audit function, how the function isstructured and what role it performs; or(b)if it does not have an internal audit function, that fact andthe processes it employs for evaluating and continuallyimproving the effectiveness of its risk management andinternal control processes. | [If the entity complies with paragraph (a):]… how our internal audit function is structured and what role itperforms:☐in our Corporate Governance Statement OR☐at [insert location][If the entity complies with paragraph (b):]… the fact that we do not have an internal audit function and theprocesses we employ for evaluating and continually improving theeffectivenessof our risk management and internal control processes:☐in our Corporate Governance Statement OR☐at [insert location] | ☑an explanationwhy that is soin our Corporate GovernanceStatement athttp://www.paragoncare.com.au/corporategovernance-statement/ |
| 7.4 | A listed entity should disclose whether it has any materialexposure to economic, environmental and social sustainabilityrisks and, if it does, how it manages or intends to manage thoserisks. | … whether we have any material exposure to economic,environmental and social sustainability risks and, if we do, how wemanage or intend to manage those risks:☐in our Corporate Governance Statement OR☑at http://www.paragoncare.com.au/corporategovernance-statement/ | ☐an explanationwhy that is soin our Corporate GovernanceStatement |
| Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of theperiod above. We have disclosed … | We have NOT followed the recommendation in full for the wholeof the period above. We have disclosed …4 | |
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| 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 areindependent 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 oftimes the committee met throughout the period andthe individual attendances of the members at thosemeetings; or(b)if it does not have a remuneration committee, disclose thatfact and the processes it employs for setting the level andcomposition of remuneration for directors and seniorexecutives and ensuring that such remuneration isappropriate and not excessive. | [If the entity complies with paragraph (a):]… the fact that we have a remuneration committee that complies withparagraphs (1) and (2):☐in our Corporate Governance Statement OR☑at http://www.paragoncare.com.au/corporategovernance-statement/… and a copy of the charter of the committee:☑http://www.paragoncare.com.au/media/fckuploads/files/PGC_Nomination-Remuneration-CommitteeCharter_Jul14_v1.pdf… and the information referred to in paragraphs (4) and (5):☐in our Corporate Governance Statement OR☑at the Information on Directors in the Directors' Report of the2017Annual Report[If the entity complies with paragraph (b):]… the fact that we do not have a remuneration committee and theprocesses we employ for setting the level and composition ofremuneration for directors and senior executives and ensuring thatsuch remuneration is appropriate and not excessive:☐in our Corporate Governance Statement OR☐at [insert location] | ☐an explanationwhy that is soin our Corporate GovernanceStatement OR☐we are an externally managed entity and this recommendation istherefore not applicable |
| 8.2 | A listed entity should separately disclose its policies andpractices regarding the remuneration of non-executive directorsand the remuneration of executive directors and other seniorexecutives. | … separately our remuneration policies and practices regarding theremuneration of non-executive directors and the remuneration ofexecutive directors and other senior executives:☐in our Corporate Governance Statement OR☑in the Remuneration Report of the 2016 Annual Report | ☐an explanation why that is so in our Corporate GovernanceStatement OR☐we are an externallymanaged entity and thisrecommendationis therefore not applicable |
| Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of theperiod above. We have disclosed … | We have NOT followed the recommendation in full for the wholeof the period above. We have disclosed …4 | |
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| 8.3 | A listed entity which has an equity-based remuneration schemeshould:(a)have a policy on whether participants are permitted toenter into transactions (whether through the use ofderivatives or otherwise) which limit the economic risk ofparticipating in the scheme; and(b)disclose that policy or a summary of it. | … our policy on thisissue or a summary of it:☐in our Corporate Governance Statement OR☑at http://www.paragoncare.com.au/corporategovernance-statement/ | ☐an explanationwhy that is so in our Corporate GovernanceStatement OR☐we do not have an equity-based remuneration scheme and thisrecommendationis therefore not applicable OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES | |||
| - | Alternative to Recommendation1.1 for externally managed listedentities:The responsible entity of an externally managed listed entityshould disclose:(a)the arrangements between the responsible entity and thelisted entity for managing the affairs of the listed entity;(b)the role and responsibility of the board of the responsibleentity for overseeing those arrangements. | … the information referred to in paragraphs (a) and (b):☐in our Corporate Governance Statement OR☐at [insert location] | ☐an explanation why that is soin our Corporate GovernanceStatement |
| - | Alternative to Recommendations8.1, 8.2 and 8.3 for externallymanaged listed entities:An externally managed listed entity should clearly disclose theterms governing the remuneration of the manager. | … the terms governingour remuneration as manager of the entity:☐in our Corporate Governance Statement OR☐at [insert location] | ☐an explanation whythat is soin our Corporate GovernanceStatement |