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PEAKO LIMITED Governance Information 2023

Sep 13, 2023

65567_rns_2023-09-13_f4152692-f4f6-484a-a26f-b86b32756a7e.pdf

Governance Information

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Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Peako Limited
ABN / ARBN: Financial year ended:
79 131 843868 30 June 2023

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: http://www.peako.com.au/corporate-governance

The Corporate Governance Statement is accurate and up to date as at 13 September 2023 and has been approved by the board.

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

Date: 13 September 2023

Name of Director or Secretary authorising lodgement:

Justin Mouchacca

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 havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed… We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
PRINCIPLE 1 –LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.11.2 Alisted 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.Alisted entity should:(a)undertake appropriate checks before appointing a person, or … the fact that we follow this recommendation:in our Corporate Governance StatementOR☐at[insert location]… and information about the respective roles and responsibilities ofour board and management(including those matters expresslyreserved to the board and those delegatedto management):☐at[insert location]… the factthat we follow this recommendation: ☐☐☐ an explanation why that is soin our Corporate GovernanceStatementORwe arean externally managed entityand this recommendationis therefore not applicablean explanation why that is soin our Corporate Governance
putting 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. in our Corporate Governance StatementOR☐at[insert location] StatementORwe 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 GovernanceStatementOR☐at[insert location] ☐ an explanationwhy that is soin our Corporate GovernanceStatementORwe are an externally managed entityand 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 to do with theproper functioning of the board. … the fact that we follow this recommendation:in our Corporate Governance StatementOR☐[insert location]at ☐☐ an explanationwhy that is soin our Corporate GovernanceStatementORweare an externally managed entityand 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 havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed… of the We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4
1.5 (a)(b)(c) A listed entity should:have a diversity policy which includes requirements for theboardor a relevant committee of the board tosetmeasurable objectives for achieving gender diversity andtoassess annually both the objectives and the entity's progressin achieving them;disclose that policy or a summary of it; anddisclose as at the end of each reporting periodthemeasurable 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 themand 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 StatementOR☐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 StatementOR☐at[insert location] ☐ an explanationwhy that is soin our Corporate GovernanceStatementORwe are an externally managed entityand this recommendationis therefore not applicable
1.6 (a)(b) A listed entity should:have and disclose a process for periodically evaluating theperformance of the board, its committees and individualdirectors; 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 StatementOR☐at[insert location]… and the information referred to in paragraph (b):in our Corporate Governance StatementOR☐at[insert location] ☐☐ an explanation why that is soin our Corporate GovernanceStatementORwe are an externally managed entityand this recommendationis therefore not applicable
Corporate Governance Council recommendation We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed… of the We have NOT followed the recommendationin full for the wholeperiod 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 StatementOR☐at[insert location]… and the information referred to in paragraph (b):in our Corporate Governance StatementOR☐at[insert location] ☐☐ an explanationwhy that is soin our Corporate GovernanceStatementORwe are an externally managed entityand this recommendationis therefore not applicable
Corporate Governance Council recommendation We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed… We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
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 enable it 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[insert location]… and a copy of the charter of the committee:athttp://www.peako.com.au/corporate-governance… and the information referred to in paragraphs (4) and (5):in our Corporate Governance Statement OR☐at[insert location][If the entity complies with paragraph (b):]… the fact that we do not have a nomination committee and theprocesses we employ to 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 GovernanceStatement OR☐we are an externally managed entityand this recommendationis therefore not applicable
2.2 A listed entity should have and disclose a board skills 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 GovernanceStatement OR☐we are an externally managed entityand this recommendationis therefore not applicable
Corporate Governance Council recommendation We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed… of the We have NOT followed the recommendationin full for the wholeperiod 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 Box2.3but the boardis 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 StatementOR☐at[insert location]… and, where applicable, the information referred to in paragraph (b):in our Corporate Governance StatementOR☐at[insert location]… and the length of service of each director:☐in our Corporate Governance Statement ORathttp://www.peako.com.au/corporate-governance 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 StatementOR☐at[insert location] ☐ an explanationwhy that is so in our Corporate GovernanceStatementORwe 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 StatementOR☐at[insert location] ☐ an explanationwhy that is so in our Corporate GovernanceStatementORwe are an externally managed entity and this recommendationis therefore not applicable
2.6 A listed entity shouldhave a program for inducting new directorsand provideappropriate professional development opportunitiesfor directors to develop and maintain the skills and knowledgeneeded to perform their role as directorseffectively. … the factthat we follow this recommendation:in our Corporate Governance StatementOR☐at[insert location] ☐☐ an explanationwhy that is so in our Corporate GovernanceStatementORwe are an externally managed entity and this recommendationis therefore not applicable
PRINCIPLE 3 – ACTETHICALLYAND 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 StatementORathttp://www.peako.com.au/corporate-governance an explanationwhy that is soin our Corporate GovernanceStatement
Corporate Governance Council recommendation We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed… We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
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 not thechair 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 StatementOR☐at[insert location]… and a copy of the charter of the committee:☐athttp://www.peako.com.au/corporate-governance… and the information referred to in paragraphs (4) and (5):☐in our Corporate Governance StatementOR☐at[insert location][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 StatementOR☐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 ofthe financial position andperformance of the entityand 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 StatementOR☐at[insert location] ☐an explanation why that is soin our Corporate GovernanceStatement
Corporate Governance Council recommendation We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed… of the We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4
4.3 A listed entity should disclose its process to verify the integrity ofany periodic corporate report it releases to the market that is notaudited or reviewed by an external auditor. … the fact thatwe follow this recommendation:in our Corporate Governance StatementOR☐at[insert location] ☐☐ an explanationwhy that is so in our Corporate GovernanceStatementORwe 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 StatementORathttp://www.peako.com.au/corporate-governance 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:athttp://www.peako.com.au/corporate-governance 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 StatementOR☐at[insert location] 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 StatementOR☐at[insert location] ☐☐ an explanationwhy that is so in our Corporate GovernanceStatementORwe 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 StatementOR☐at[insert location] an explanationwhy that is soin our Corporate GovernanceStatement
Corporate Governance Council recommendation We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed… We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
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 committeesthatsatisfy (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 complywith paragraphs (1) and (2):☐in our Corporate Governance StatementOR☐at[insert location]… and a copy of the charter of the committee:☐[insert location]at… and the information referred to in paragraphs (4) and (5):☐in our Corporate Governance StatementOR☐at[insert location][If the entity complies withparagraph (b):]… the fact that we do not have a risk committeeor committees thatsatisfy (a) and the processes we employ for overseeing our riskmanagement framework:in our Corporate Governance StatementOR☐at[insert location] ☐an explanationwhy that is soin our Corporate GovernanceStatement
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 reviewsthe entity'srisk management framework at least annually to satisfy itself that itcontinues to be sound:☐in our Corporate Governance StatementOR☐at[insert location]… and that such a review has taken place in the reporting periodcovered by this Appendix4G:☐in our Corporate Governance Statement OR☐at[insert location] an explanationwhy that is soin our Corporate GovernanceStatement
Corporate Governance Council recommendation We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed… We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
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 StatementOR☐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 StatementOR☐at[insert location] ☐an explanationwhy that is soin our Corporate GovernanceStatement
7.4 A listed entity should disclose whetherit has any materialexposureto economic, environmentaland social sustainabilityrisksand, if it does, how it manages or intends to manage thoserisks. … whether we have any material exposure to economic,environmental and social sustainabilityrisks and, if we do, how wemanage or intend to manage those risks:in our Corporate Governance StatementOR☐at[insert location] ☐an explanationwhy that is soin our Corporate GovernanceStatement
Corporate Governance Council recommendation We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed… We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
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 StatementOR☐at[insert location]… and a copy of the charter of the committee:athttp://www.peako.com.au/corporate-governance… and the information referred to in paragraphs (4) and (5):in our Corporate Governance StatementOR☐at[insert location][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 StatementOR☐at[insert location] ☐an explanationwhy that is soin our Corporate GovernanceStatementOR☐we are an externally managed entityand 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 StatementOR☐at[insert location] ☐an explanation why that is so in our Corporate GovernanceStatementOR☐we are an externallymanaged entity and this recommendationis therefore not applicable
8.3 A listed entity which has an equity-based remuneration schemeshould:(a)have a policy on whether participants are permitted toenter intotransactions (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[insert location] ☐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
Corporate Governance Council recommendation We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed… We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
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 StatementOR☐at[insert location] ☐an explanation why that is soin our Corporate GovernanceStatement
- Alternative to Recommendations8.1, 8.2and8.3for 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

PEAKO LIMITED ABN 79 131 843 868 (Company)

CORPORATE GOVERNANCE STATEMENT

This Corporate Governance Statement is current as at 13 September 2023 and has been approved by the Board of the Company on that date.

This Corporate Governance Statement discloses the extent to which the Company follows the recommendations set by the ASX Corp orate Governance Council in its publication Corporate Governance Principles and Recommendations 4th Edition (Recommendations). The Recommendations are not mandatory. However, the Recommendations that will not be followed have been identified and reasons provided for not following them along with what (if any) alternative governance practices the Company intends to adopt in lieu of the recommendation.

Due to the current size and nature of the Board and the magnitude of the Company's operations, the Board does not consider that the Company will gain any benefit from individual Board committees and that its resources would be better utilised in other areas as the Board is of the strong view that, at this stage, the experience and skill set of the current Board is sufficient to perform these roles. Under the Company's Board Charter, the duties that would ordinarily be assigned to individual committees are currently carried out by the full Bo ard under the written terms of reference for those committees.

RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
PRINCIPLE 1 –LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
Recommendation1.1Alistedentityshouldhaveanddiscloseacharterwhichsetsout the respective roles and responsibilities of the Board, theChair and management, and includes a description ofthosemattersexpresslyreservedtotheBoardandthosedelegated to management. YES The Company has adopted a Board Charter that sets out thespecific roles and responsibilities of the Board, the Chair andmanagement and includes a description of those mattersexpressly reserved to the Board and those delegated tomanagement.
AcopyoftheCompany'sBoardCharterisavailableontheCompany'swebsite.
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
Recommendation1.2Alistedentityshould:(a)undertake appropriate checks before appointing aperson, or putting forward to security holders acandidate for election, as a Director; and(b)provide security holders with all material informationrelevant to a decision on whether or not to elect or reelect a Director. YES (a)Appropriate screening of all candidates is conducted prior toappointment to the Board of Peako.(b)Biographical information including details of any othermaterial directorships currently held for each directorseeking election or re-election is provided to members inthe explanatory memorandum accompanying a notice ofmeeting.
Recommendation1.3AlistedentityshouldhaveawrittenagreementwitheachDirector and senior executive setting out the terms of theirappointment. NO Peako does not have a written agreement with each of itsdirectors.
Recommendation1.4The company secretary of a listed entity should beaccountable directlytotheBoard, throughtheChair, on allmatters to do with the proper functioning of the Board. YES Peako's Board Charter provides that the company secretary isaccountable to the Board through the chair for matters regardingBoard administration.
Recommendation1.5Alistedentityshould: NO Peako does not have a formal gender diversity policy. Given thelimited size of the Company it is important to maximise efficiencyby providing flexibility for the engagement of the best person for arole.
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
(a)have a diversity policy which includes requirements forthe Board or a relevant committee of the Board to setmeasurable objectives for achieving gender diversityand to assess annually both the objectives and theentity's progress in achieving them;
(b)disclosethatpolicyorasummaryofit;and
(c)discloseasattheendof each reportingperiod:
the measurable objectives for achieving gender(i)diversity set by the Board in accordance with theentity's diversity policy and its progress towardsachieving them; and
either:(ii)
(A)the respective proportions of men andwomen on the Board, in senior executivepositionsandacrossthewholeorganisation(including how the entity has defined "seniorexecutive" for these purposes); or
(B)if the entity is a "relevant employer" underthe Workplace Gender Equality Act, theentity's most recent "Gender EqualityIndicators", as defined in the WorkplaceGender Equality Act.
Recommendation1.6 Peako uses a continuous performance appraisal process
Alistedentityshould: YES involving ongoing feedback and coaching with the objective ofpromoting continuous development.
(a)have and disclosea processfor periodicallyevaluatingthe performance of the Board, its committees andindividual Directors; and The Company did not perform a board performance review andwill commence during FY24.
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
(b) disclose,inrelationtoeachreportingperiod,whetheraperformance evaluation was undertaken in the reportingperiod in accordance with that process.
Recommendation1.7Alistedentityshould:(a)haveand disclosea processfor periodicallyevaluatingthe performance of its senior executives; and(b)disclose,inrelationtoeachreportingperiod,whetheraperformance evaluation was undertaken in the reportingperiod in accordance with that process. YES Peako uses a continuous performance appraisal processinvolving ongoing feedback and coaching with the objective ofpromoting continuous development.
PRINCIPLE 2 -STRUCTURE THE BOARD TO ADD VALUE
Recommendation2.1TheBoardofalistedentityshould:(a)haveanominationcommitteewhich:hasatleastthreemembers,amajorityofwhomare(i)independent Directors; andis chaired by an independent Director,(ii)and disclose:thecharterofthecommittee;(iii)themembersofthecommittee;and(iv)asattheendofeachreportingperiod,thenumber(v)of times the committee met throughout the period NO The Board fulfills the role of nominations & remunerationcommittee. The nominations & remuneration committee chartercan be found at http://www.peako.com.au/corporate-governanceThe Nominations& Remuneration Committee did not meet during2022/23financial year.
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
andtheindividualattendancesofthemembersatthose meetings; or
(b) if it does not have a nomination committee, disclose thatfactandtheprocessesitemploystoaddressBoardsuccessionissuesandtoensurethattheBoardhastheappropriate balance of skills, experience, independenceandknowledgeoftheentitytoenable it to dischargeits dutiesand responsibilitieseffectively.
Recommendation2.2 The following table summarises the skills, attributes and
AlistedentityshouldhaveanddiscloseaBoardskillmatrixsetting out the mix of skills and diversity that the Boardcurrentlyhas or islooking to achieve in its membership. YES experience of the directors serving on the Board at 11 September2023:
Board Experience, Skills and Attributes Matrix
Number
Total directors 3
Corporate leadership
Experience in senior corporateleadership roles 3
Resources experience
Relevant industry experienceCorporate financing 33
Finance, legal, tax 2
Geology 1
Other board level experienceMembership of other listed entities(last 3 years) 3
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
Recommendation2.3Alistedentityshoulddisclose:(a)thenamesoftheDirectorsconsideredbytheBoardtobe independent Directors;(b)if a Director has an interest, position, association orrelationshipofthetypedescribedinBox2.3oftheASXCorporate Governance Principles andRecommendation (4th Edition), but the Board is of theopinionthatitdoesnotcompromisetheindependence of the Director, the nature of theinterest,position,associationorrelationshipinquestionand an explanationofwhy the Board isof that opinion; YES PA Kitto is considered by the Board to be an independentdirector.The length of service of each director is reported in thecompany's Annual Report and on its website.
and(c)thelengthofserviceofeachDirector.
Recommendation2.4AmajorityoftheBoardofalistedentityshouldbeindependent Directors. NO A majority of the Board is not independent. As disclosed againstRecommendation 2.3, PA Kittois the only Director who is consideredtobeindependent.
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
Recommendation2.5The Chair of the Board of a listed entity should be anindependentDirectorand,inparticular,shouldnotbethesamepersonastheCEOoftheentity. NO Mr Albers is not an independent director. The Board considersthat his lack of independence does not hinder the effectiveperformance of his role as Chairman.
Recommendation2.6A listed entity should have a program for inducting newDirectorsandprovidingappropriateprofessionaldevelopment opportunities for continuing Directors todevelop and maintain the skills and knowledge needed toperform their role as a Director effectively. YES Induction of new directors is provided by the Chairman withassistance of the Company Secretary.The Board encourages directors to continue their education andmaintain the skills required to discharge their duties byparticipation in professional development opportunities.
Principle3:Actethicallyandresponsibly
Recommendation3.1Alistedentityshouldarticulateanddiscloseitsvalues. NO TheCompany does not have a StatementofPurposeandValuesbut is in the process of developing one.
Recommendation3.2Alistedentityshould:(a)haveacodeofconductforitsDirectors,seniorexecutives and employees; and(b)disclosethatcodeorasummaryofit. YES (a)TheCompany'sCodeofEthicsappliestotheCompany'sDirectors,seniorexecutivesandemployees.(b)TheCompany'sCodeofEthics isavailableontheCompany'swebsite.
Recommendation3.3Alistedentityshould:(a)haveanddiscloseawhistleblowerpolicy;and(b)ensure that the board or a committee of the board isinformed of any material breaches incidents reportedunder that policy NO The Company does not have a separate Whistleblower ProtectionPolicyas this is included in theCompany's Code of Ethics .
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
Recommendation3.4Alistedentityshould:(a)haveanddiscloseananti-briberyandcorruptionpolicy; and(b)ensure that the board or a committee of the board isinformed of any material breaches of that policy NO The Company does not have anAnti-Bribery and CorruptionPolicy . The Company's Code of Ethicsprovides that Peakopeople will not accept or offer bribes or improper inducements.
Principle4:Safeguardintegrityinfinancialreporting
Recommendation4.1 The audit committee is comprised of:
TheBoardofalistedentityshould:(a)haveanauditcommitteewhich: YES PA Kitto (Chair)
hasatleastthreemembers,allofwhomarenon(i)executive Directors and a majority of whom areindependent Directors; andischairedbyanindependentDirector,whoisnot(ii) RL ClarkEG AlbersThe qualifications and experience of each member of thecommittee can be seen in the annual report and the Charter of
the Chair of the Board,anddisclose: the Audit Committee can be found on Peako's website.
thecharterofthecommittee;(iii)therelevantqualificationsandexperienceofthe(iv)members of the committee; andinrelationtoeachreportingperiod,thenumber(v)of times the committee met throughout theperiod and the individual attendances of themembersatthosemeetings;or(b)if it does not have an audit committee, disclose that factand the processes it employs that independently verifyand safeguard the integrity of its financial reporting,including the processes for the appointment There were no Audit Committee held during the year.
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
andremovaloftheexternalauditorandtherotationofthe audit engagement partner.
Recommendation4.2The Board of a listed entity should, before it approves theentity's financial statements for a financial period, receivefrom its CEO and CFO a declaration that the financialrecords of the entity have been properly maintained andthat the financial statements comply with the appropriateaccounting standards and give a true and fair view of thefinancial position and performance of the entity and that theopinionhasbeenformedonthebasisofasoundsystem ofriskmanagementandinternalcontrolwhichisoperatingeffectively. YES The CEO and CFO providea declaration that in theiropinion thefinancial records of the entity have been properly maintained, thatthe financial statements comply with the 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 internalcontrols which is operating effectively.
Recommendation4.3A listed company should disclose its process to verify theintegrity of any periodic corporate report it releases to themarket that is not audited or reviewed by an externalauditor. YES The Company's Continuous Disclosure Policy discloses theCompany's process to verify the integrity of any corporate reportit releases to the market. The Continuous Disclosure Policy isavailable on the Company's website.
Principle5:Maketimelyandbalanceddisclosure
Recommendation5.1Alistedentityshould:(a)have a written policy for complying with its continuousdisclosureobligationsundertheListingRules;and(b)disclosethatpolicyorasummaryofit. YES TheCompany'sContinuousDisclosurePolicyisavailableontheCompany's website.
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
Recommendation5.2A listed entity should ensure that its board receives copiesof all material market announcements promptly after theyhave been made. YES TheBoardreceivescopiesofallmarketannouncementspromptlyuponlodgementwiththeASXMarketAnnouncementsPlatforminline with the Company's Continuous Disclosure Policy, which isavailable on the Company's website.
Recommendation5.3A listed entity that givesa new and substantiveinvestor oranalyst presentation should release a copy of thepresentationmaterialsontheASXMarketAnnouncementsPlatform ahead of the presentation. YES All substantive investor or analyst presentations are released onthe ASX Market Announcements Platform ahead of thepresentation, in line with the Company's Continuous DisclosurePolicy.
Principle6:Respecttherightsofsecurityholders
Recommendation6.1Alistedentityshouldprovideinformationaboutitselfanditsgovernance to investors via its website. YES InformationabouttheCompanyanditsgovernanceisavailableontheCompany'swebsite.
Recommendation6.2Alistedentityshouldhaveaninvestorrelationsprogramthat facilitates effective two-way communication withinvestors. YES Peako provides an email address for use by shareholders whowish to make two-way communication with the Company.
Recommendation6.3Alistedentityshoulddisclosehowitfacilitatesandencourages participation at meetings of security holders YES Peako holds its meetings at a Melbourne location in proximity topublic transport or via video conference. Shareholders areprovided with a Notice of Meeting ahead of the meeting.Participation via questions is encouraged.
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
Recommendation6.4Alistedentityshouldensurethatallsubstantiveresolutionsat a meeting of security holders are decided by a poll ratherthan by a show of hands. YES All resolutions are decided by poll.
Recommendation6.5A listed entity should give security holders the option toreceive communications from, and send communicationsto, the entity and its security registry electronically. YES A right to receive noticesregarding company communicationpreference is available on the website and is distributed toshareholders with the annual general meeting communication.
Principle7:Recogniseandmanagerisk
Recommendation7.1TheBoardofalistedentityshould:(a)have a committee or committees to oversee risk, eachof which:hasatleastthreemembers,amajorityofwhom(i)are independent Directors; andis chaired by an independent Director,(ii)and disclose:thecharterofthecommittee;(iii)themembersofthecommittee;and(iv)asattheendofeachreportingperiod,the(v)number of times the committee met throughout YES The Board is responsible for overseeing the effectiveness of riskmanagement so as to:•identify, assess, monitor and manage risk; and•inform investors of the nature of, and material changes to, theCompany's risk profile.The Company's activities are currently centred on advancing itsexploration and development projects. Apart from geological risk,material business risks include financial and operational risk -thisis not an exhaustive list of risks faced by the Company. The Boardconsiders the existing policies and procedures for risk oversight tobe appropriate for the Company's current size and stage ofdevelopment.
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
the period and the individual attendances ofthemembersatthosemeetings;or
(b) if it does not have a risk committee or committees thatsatisfy (a) above, disclose that fact and the process itemploys for overseeing the entity's risk managementframework.
Recommendation7.2 The Board has a risk assessment framework which it utilises to
TheBoardoracommitteeoftheBoardshould: YES identify risks as well as potential risk mitigation strategies. TheBoard conducts a risk assessment using the framework annually,
(a)review the entity's risk management framework withmanagement at least annually to satisfy itself that itcontinues to be sound; and or more often if appropriate.
(b)disclose in relation to each reporting period, whethersuch a review has taken place. During 2022/23the Board did not conduct a company-wide riskassessment.
Recommendation7.3 Peako does not have an internal audit function. Rather, Peako
Alistedentityshoulddisclose: YES implements internal control process appropriate to the size of
(a)if it has an internal audit function, how the function isstructured and what role it performs; or Peako's organisation and activities.
(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.
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
Recommendation7.4A listed entity should disclose whether it has any materialexposuretoeconomic,environmentalandsocialsustainabilityrisksand,ifitdoes,howitmanagesorintendsto manage those risks. YES Peako has exposure to material economic risks including fundingrisks, prices for natural resources commodities, project costoverruns and. These risks and the factors influencing these risksare reviewed on a continuous basis with mitigation strategiesimplemented and revised as appropriate.
Principle8:Remuneratefairlyandresponsibly
Recommendation8.1 The Board acts as a nominations & remuneration committee.
TheBoardofalistedentityshould: YES The nominations & remuneration committee charter can be foundat http://www.peako.com.au/corporate-governance
(a)havearemunerationcommitteewhich:
(i) hasatleastthreemembers,amajorityofwhomare independent Directors; and The Nominations & Remuneration Committee did not meet during
(ii) is chaired by an independent Director, 2022/23financial year.
and disclose:
(iii) thecharterofthecommittee;
(iv) themembersofthecommittee;and
(v) as at the end of each reporting period, thenumber of times the committee met throughoutthe period and the individual attendances ofthemembersatthosemeetings;or
(b)ifit doesnot havearemunerationcommittee,disclosethat fact and the processes it employs for setting thelevel and composition of remuneration for Directorsand senior executives and ensuring that suchremunerationisappropriateandnotexcessive.
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
Recommendation8.2A listed entity should separately disclose its policies andpractices regarding the remuneration of non-executiveDirectors and the remuneration of executive Directors andother senior executives. YES Peako reports on its remuneration practices for its non-executivedirectors and its executive directors separately. Disclosureregarding both can be founded in the remuneration report in theannual report.
Recommendation8.3A listed entity which has an equity-based remunerationscheme should:(a)have a policy on whether participants are permitted toenter into transactions (whether through the use ofderivativesorotherwise)whichlimittheeconomicriskofparticipating in the scheme; and(b)disclosethatpolicyorasummaryofit. NO Peako does not have a policy on whether participants in its equitybased remuneration scheme are permitted to enter intotransactions which limit the economic risk of participating in thescheme.