AI assistant
PHOSLOCK ENVIRONMENTAL TECHNOLOGIES LIMITED — Governance Information 2024
Sep 12, 2024
65544_rns_2024-09-12_96231a70-6bcc-48f2-b615-99d6f9943d7d.pdf
Governance Information
Open in viewerOpens in your device viewer
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Name of entity
Phoslock Environmental Technologies Limited
88 099 555 290 31 December 2023
ABN/ARBN Financial year ended:
Our corporate governance statement1 for the period above can be found at:2
☐ These pages of our annual report:
☒ This URL on our
website: www.petwatersolutions.com/investor-centre/corporate-governance
The Corporate Governance Statement is accurate and up to date as 10 September 2024 and has been approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located.3
| Date: | 13 September 2024 |
|---|---|
| Name of authorised officerauthorising lodgement: | Fred Bart |
See notes 4 and 5 below for further instructions on how to complete this form.
1 "Corporate governance statement" is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.
Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.
Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of Listing Rule 4.10.3.
Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council's recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3.
The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately.
2 Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
3 Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes "OR" at the end of the selection and you delete the other options, you can also, if you wish, delete the "OR" at the end of the selection.
ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES
| Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 | |
|---|---|---|---|
| PRINCIPLE 1 –LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT | |||
| 1.1 | A listed entity should have and disclose a board charter settingout:(a)the respective roles and responsibilities of its board andmanagement; and(b)those matters expressly reserved to the board and thosedelegated to management. | ☒and we have disclosed a copy of our board charterat:www.petwatersolutions.com/investor-centre/corporate-governance.[insert location] | ☐set outin our Corporate Governance Statement OR☐we arean externally managed entity and this recommendationis therefore not applicable |
| 1.2 | A listed entity should:(a)undertake appropriate checks before appointing a director orsenior executive or putting someone forward for election asa 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. | ☒ | ☐set outin our Corporate Governance Statement 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. | ☒ | ☐set outin our Corporate Governance Statement 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 to do withthe proper functioning of the board. | ☒ | ☐set outin our Corporate GovernanceStatement OR☐weare an externally managed entityand this recommendationis therefore not applicable |
4 Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with "insert location" underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert "our corporate governance statement". If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg "pages 10-12 of our annual report"). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg "www.entityname.com.au/corporate governance/charters/").
5 If you have followed all of the Council's recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.
| Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Our5reasons for not doing so are: | |
|---|---|---|---|
| 1.5 | A listed entity should:(a)have and disclose a diversity policy;(b)through its board or a committee of the boardsetmeasurable objectives for achieving gender diversity in thecomposition of its board, senior executives and workforcegenerally;and(c)disclose in relation to each reporting period:(1)the measurable objectives set forthat period toachievegender diversity;(2)the entity's progress towards achieving thoseobjectives;and(3)either:(A)the respective proportions of men and womenon the board, in senior executive positions andacross the whole workforce (including how theentity has defined "senior executive" for thesepurposes); or(B)if the entity is a "relevant employer" under theWorkplace Gender Equality Act, the entity'smost recent "Gender Equality Indicators", asdefined in and published under that Act.If the entity was in the S&P/ASX 300 Index at thecommencement of the reporting period, the measurable objectivefor achieving gender diversity in the composition of its boardshould be to have not less than 30% of its directors of eachgender within a specified period. | ☒and we have disclosed a copy of our diversity policy at:www.petwatersolutions.com/investor-centre/corporate-governance[insert location]and we have disclosed the information referred to in paragraph (c)at:www.petwatersolutions.com/investor-centre/corporate-governance[insert location]and if we were included in the S&P/ASX 300 Index at thecommencement of the reporting period our measurable objective forachieving gender diversity in the composition of its board of not lessthan 30% of its directors of each gender within a specified period. | ☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 | |
|---|---|---|---|
| 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)disclosefor each reporting period whether aperformanceevaluation has been undertakenin accordance with thatprocessduring or in respect of that period. | ☒and we have disclosed the evaluationprocess referred to inparagraph (a) at:In our Corporate Governance Statement.[insert location]and whether a performance evaluation was undertaken for thereporting period in accordance with that process at:………In our Corporate Governance Statement.[insert location] | ☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| 1.7 | A listed entity should:(a)have and disclose a process for evaluating the performanceof its senior executivesat least once every reporting period;and(b)disclosefor each reporting period whether a performanceevaluation has been undertakenin accordance with thatprocessduring or in respect of that period. | ☒and we have disclosed the evaluationprocess referred to inparagraph (a) at:www.petwatersolutions.com/investor-centre/corporate-governance[insert location]and whether a performance evaluation was undertaken for thereporting period in accordance with that process at:www.petwatersolutions.com/investor-centre/corporate-governance.[insert location] | ☐set outin our Corporate Governance Statement OR☐we are an externally managed entityand this recommendationis therefore not applicable |
| Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Our5reasons for not doing so are: | |
|---|---|---|---|
| PRINCIPLE 2 - | STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE | ||
| 2.1 | The board of a listed entity should:(a)have a nomination committee which:(1)has at least three members, a majority of whom 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 numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; 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):]and we have disclosed a copy of the charter of the committee at:www.petwatersolutions.com/investor-centre/corporate-governance[insert location]and the information referred to in paragraphs (4) and (5) at:www.petwatersolutions.com/investor-centre/financialreportsFY 2023 annual report –Directors' report[insert location][If the entity complies with paragraph (b):]and we have disclosed the fact that we do not have a nominationcommittee and the processes we employ to address boardsuccession issues and to ensure that the board has the appropriatebalance of skills, knowledge, experience, independence anddiversity to enable it to discharge its duties and responsibilitieseffectively at:……………………………………………………………………………[insert location] | ☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| 2.2 | A listed entity should have and disclose a board skills matrixsetting out the mix of skills that the board currently has or islooking to achieve in its membership. | ☒and we have disclosed our boardskills matrix at:www.petwatersolutions.com/investor-centre/corporate-governance[insert location] | ☐set outin our Corporate Governance Statement OR☐we are an externally managed entityand this recommendationis therefore not applicable |
| Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 | |
|---|---|---|---|
| 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, affiliation orrelationship of the type described in Box2.3 but the boardis of the opinion that it does not compromise theindependence of the director, the nature of the interest,positionor relationship in question and an explanation ofwhy the board is of that opinion; and(c)the length of service of each director. | ☒and we have disclosed the names of the directors considered by theboard to be independentdirectors at:www.petwatersolutions.com/investor-centre/corporate-governance[insert location]and, where applicable, the information referred to in paragraph (b)at:www.petwatersolutions.com/investor-centre/corporate-governance.[insert location]and the length of service of each director at:www.petwatersolutions.com/investor-centre/corporate-governance[insert location] | ☐set outin our Corporate Governance Statement |
| 2.4 | A majority of the board of a listed entity should be independentdirectors. | ☒ | ☐set outin our Corporate Governance Statement 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 anindependent director and, in particular, should not be the sameperson as the CEO of the entity. | ☒ | ☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| 2.6 | A listed entity should have a program for inducting newdirectors and for periodically reviewing whether there is a needfor existing directors to undertake professional development tomaintain the skills and knowledge needed to perform their roleas directors effectively. | ☒ | ☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 | |
|---|---|---|---|
| PRINCIPLE 3 – | INSTIL A CULTUREOF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY | ||
| 3.1 | A listed entity should articulate and disclose its values. | ☒and we have disclosed our values at:www.petwatersolutions.com/investor-centre/corporate-governance……………………………………………………………………………[insert location] | ☐set outin our Corporate Governance Statement |
| 3.2 | A listed entity should:(a)have and disclose a code of conduct for its directors,senior executives and employees; and(b)ensure that the boardor a committee of the boardisinformed ofany material breachesofthat code. | ☒and we have disclosed our codeof conduct at:www.petwatersolutions.com/investor-centre/corporate-governance……………………………………………………………………………[insert location] | ☐set outin our Corporate Governance Statement |
| 3.3 | A listed entity should:(a)have and disclose a whistleblower policy; and(b)ensure that the board or a committee of the board isinformed of any material incidents reported under thatpolicy. | ☒and we have disclosed our whistleblower policy at:www.petwatersolutions.com/investor-centre/corporate-governance……………………………………………………………………………[insert location] | ☐set outin our Corporate Governance Statement |
| 3.4 | A listed entity should:(a)have and disclose an anti-bribery and corruption policy;and(b)ensure that the board or committee of theboard isinformed of any material breaches of that policy. | ☒and we have disclosed our anti-bribery and corruption policy at:www.petwatersolutions.com/investor-centre/corporate-governance……………………………………………………………………………[insert location] | ☐set outin our Corporate Governance Statement |
| Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Our5reasons for not doing so are: | |
|---|---|---|---|
| PRINCIPLE 4 – | SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS | ||
| 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 notthe chair 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 verifyand safeguard the integrity of its corporate reporting,including the processes for the appointment and removalof the external auditor and the rotation of the auditengagement partner. | ☒[If the entity complies with paragraph (a):]and we have disclosed a copy of the charter of the committee at:www.petwatersolutions.com/investor-centre/corporate-governance……………………………………………………………………………[insert location]and the information referred to in paragraphs (4) and (5) at:FY 2023 annual report–Directors' report[insert location][If the entity complieswith paragraph (b):]……………………………………………………………………………[insert location] | ☐set outin our Corporate Governance Statement |
| 4.2 | The board of a listed entity should, before it approves theentity's financial statements for a financial period, receive fromits CEO and CFO a declaration that, in their opinion, thefinancial records of the entity have been properly maintainedand that 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 theopinion has been formed on the basis of a sound system of riskmanagement and internal control which is operating effectively. | ☒ | ☐set outin our Corporate Governance Statement |
| 4.3 | A listed entity should disclose its process to verify the integrityof anyperiodiccorporate report it releases to the marketthat isnot audited or reviewed by an external auditor. | ☒ | ☐set outin our Corporate Governance Statement |
| Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 | |
|---|---|---|---|
| PRINCIPLE 5 – | MAKE TIMELY AND BALANCED DISCLOSURE | ||
| 5.1 | A listed entity shouldhave and disclose a written policy forcomplying with its continuous disclosure obligations underlisting rule3.1. | ☒and we have disclosed our continuous disclosure compliance policyat:www.petwatersolutions.com/investor-centre/corporate-governance[insert location] | ☐set outin our Corporate Governance Statement |
| 5.2 | A listed entity should ensure that its board receives copies of allmaterial market announcements promptly after they have beenmade. | ☒ | ☐set outin our Corporate Governance Statement |
| 5.3 | A listed entity that gives anewand substantiveinvestor oranalyst presentation should release a copy of the presentationmaterials on the ASX Market Announcements Platform aheadof the presentation. | ☒ | ☐set outin our Corporate Governance Statement |
| 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. | ☒and we have disclosed information about us and our governance onour website at:www.petwatersolutions.com/investor-centre/corporate-governance[insert location] | ☐set outin our Corporate Governance Statement |
| 6.2 | A listed entity should have an investor relations program thatfacilitates effective two-way communication with investors. | ☒ | ☐set outin our Corporate Governance Statement |
| 6.3 | A listed entity should disclose how it facilitatesand encouragesparticipation at meetings of security holders. | ☒and we have disclosed how we facilitate and encourage participationat meetings of security holdersat:www.petwatersolutions.com/investor-centre/corporate-governance[insert location] | ☐set outin our Corporate Governance Statement |
| 6.4 | A listed entity should ensure that all substantive resolutions at ameeting of security holders are decided by a poll rather than bya show of hands. | ☒ | ☐set outin our Corporate Governance Statement |
| 6.5 | A listed entity should give security holders the option to receivecommunications from, and send communications to, the entityand its security registry electronically. | ☒ | ☐set outin our Corporate Governance Statement |
| Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 | |
|---|---|---|---|
| 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 numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; 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):]and we have disclosed a copy of the charter of the committee at:www.petwatersolutions.com/investor-centre/corporategovernance[insert location]and the information referred to in paragraphs (4) and (5) at:FY 2023 annual report –Directors' report.[insert location][If the entity complies withparagraph (b):]www.petwatersolutions.com/investor-centre/corporate-governance[insert location] | ☐set outin our Corporate Governance Statement |
| 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 andthat the entity is operating with due regard tothe riskappetite set by the board; and(b)disclose, in relation to each reporting period, whethersuch a review has taken place. | ☒and we have disclosed whethera review of the entity's riskmanagement framework was undertaken during the reporting periodat:www.petwatersolutions.com/investor-centre/corporate-governance……………………………………………………………………………[insert location] | ☐set outin our Corporate Governance Statement |
| Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 | |
|---|---|---|---|
| 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 governance, riskmanagement and internal control processes. | ☐[If the entity complies with paragraph (a):]and we have disclosed how our internal audit function is structuredand what role it performsat:……………………………………………………………………………[insert location][If the entity complies with paragraph (b):]and we have disclosed the fact that we do not have an internal auditfunction and the processes we employ for evaluating and continuallyimproving the effectivenessof our risk management and internalcontrol processes at:www.petwatersolutions.com/investor-centre/corporate-governance[insert location] | ☒set outin our Corporate Governance Statement |
| 7.4 | A listed entity should disclose whether it has any materialexposure to environmental or social risks and, if it does, how itmanages or intends to manage those risks. | ☒and we have disclosed whether we have any material exposure toenvironmental and social risks at:www.petwatersolutions.com/investor-centre/corporate-governance[insert location]and, if we do, how we manage or intend to manage those risks at:www.petwatersolutions.com/investor-centre/corporate-governance[insert location] | ☐set outin our Corporate GovernanceStatement |
| Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Our5reasons for not doing so are: | |
|---|---|---|---|
| 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 numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; or(b)if it does not have a remuneration committee, disclosethat fact and the processes it employs for setting the leveland composition of remuneration for directors and seniorexecutives and ensuring that such remuneration isappropriate and not excessive. | ☐[If the entity complies with paragraph (a):]and we have disclosed a copy of the charter of the committeeat:www.petwatersolutions.com/investor-centre/corporategovernance…[insert location]and the information referred to in paragraphs (4) and (5)at:FY 2023 annual report –Directors' report[insert location][If the entity complies with paragraph (b):]and we have disclosed the fact that we do not have a remunerationcommittee and the processes we employ for setting the level andcomposition of remuneration for directors and senior executives andensuring that such remuneration is appropriate and not excessive:……………………………………………………………………………[insert location] | ☒set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore 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. | ☒and we have disclosed separately our remuneration policies andpractices regarding the remuneration of non-executive directors andthe remuneration of executive directors and other senior executivesat:www.petwatersolutions.com/investor-centre/corporate-governance[insert location] | ☐set outin our Corporate GovernanceStatement OR☐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 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. | ☒and we have disclosed our policy on thisissue or a summary of it at:www.petwatersolutions.com/investor-centre/corporate-governance[insert location] | ☐set outin our Corporate Governance Statement OR☐we do not have an equity-based remuneration scheme andthis recommendation is therefore not applicableOR☐we are an externally managed entity and this recommendationis therefore not applicable |
| Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 | ||
|---|---|---|---|---|
| ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES | ||||
| 9.1 | A listed entity with a director who does not speak the languagein which board or security holder meetings are held or keycorporate documents are written should disclose the processesit has in place to ensure the director understands and cancontribute to the discussions at those meetings andunderstands and can discharge their obligations in relation tothose documents. | ☐and we have disclosed information about the processes in place at:………………………………………………………………………[insert location] | ☐set outin our Corporate Governance StatementOR☒we do not have a director in this position and thisrecommendation is therefore not applicableOR☐we are an externally managed entity and this recommendationis therefore not applicable | |
| 9.2 | A listed entity established outside Australia should ensure thatmeetings of security holders are held at a reasonable place andtime. | ☐ | ☐set outin our Corporate Governance Statement OR☒we are established in Australia and this recommendation istherefore not applicableOR☐we are an externally managed entity and this recommendationis therefore not applicable | |
| 9.3 | A listed entity established outside Australia, and an externallymanaged listed entity that has an AGM,should ensure that itsexternal auditor attends its AGM and is available to answerquestions from security holders relevant to the audit. | ☐ | ☐set outin our Corporate Governance Statement OR☒we are established in Australia andnot an externally managedlisted entityandthis recommendation is therefore notapplicable☐we are an externally managed entity that does not holdanAGMand this recommendation is therefore not applicable | |
| ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES | ||||
| - | Alternative to Recommendation1.1 for externally managedlisted entities: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;and(b)the role and responsibility of the board of the responsibleentity for overseeing those arrangements. | ☐and we have disclosed the information referred to in paragraphs (a)and (b) at:……………………………………………………………………………[insert location] | ☐set outin our Corporate Governance Statement |
| Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 |
|---|---|---|
| -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. | ☐and we have disclosed the terms governingour remuneration asmanager of the entity at:……………………………………………………………………………[insert location] | ☐set outin our Corporate Governance Statement |
CORPORATE GOVERNANCE STATEMENT
INTRODUCTION
Phoslock Environmental Technologies Limited (PET) is committed to create shareholder value and meet the expectation of stakeholders to practice sound corporate governance. The Board of Directors guides and monitors the business and affairs of PET on behalf of the shareholders by whom they are elected and to whom they are accountable.
The following formalises the main corporate governance practices established and in force throughout the financial year in the framework of the ASX Corporate Governance Principles and Recommendations (4th edition) (Recommendations) to ensure the Board is well equipped to discharge its responsibilities.
This statement is current as at 13 September 2024 and has been approved by the Board of Directors.

BOARD
Introduction
The role of the Board is to oversee the management of PET as well as provide strategic guidance. We have adopted a Board Charter that formally sets out the functions and responsibilities of the Board, with the objective of the Board being able to perform its role more effectively. This creates a system of checks and balances to provide a balance of authority.
Composition of the Board
The composition of the Board shall be determined in accordance with the following principles and guidelines:
- The Board should consist of at least 3 Directors, increasing where additional expertise in considered desirable in certain areas.
- The majority of the Board members should be Independent Non-Executive Directors.
- The Chair of the Board should be an Independent Non-Executive Director.
- Directors should bring characteristics which allow a mix of qualifications, skills, and experience both nationally and internationally.
- All available information in connection with items to be discussed at a meeting of the Board shall be provided to each Director prior to that meeting.
The current Chair of the Board, Mr Fred Bart, is a Non-Executive Director and not involved in any day to day decision making of the Company.
The Company Secretary is accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board.
The Board will review its composition on an annual basis to ensure that the Board has the appropriate mix of expertise and experience. When a vacancy exists, for whatever reason, or where it is considered that the Board would benefit from the services of a new Director with particular skills, the Board will select appropriate candidates with relevant qualifications, skills and experience.
Before a person is appointed as Director or put forward for election as a Director, PET undertakes appropriate evaluations. These include independent checks of a candidate's character, experience, education, criminal record, bankruptcy history. External advisers may be used to assist in such a process. The Board will then appoint the most suitable candidate, who must stand for election at the next general meeting of shareholders.
The Primary responsibilities of the Board include:
- The establishment of the long-term goals of the Company and strategic plans to achieve those goals;
- The review and adoption of annual budgets for the financial performance of the Company and monitoring those results on a quarterly and or half yearly basis. This includes the establishment and monitoring of key performance indicators (both financial and non-financial) for all significant business processes;
- Ensuring the PET Group has implemented adequate systems of internal control together with appropriate monitoring of compliance activities; and
- The approval of the annual and half-year financial reports.
PET ensures that all Directors and Senior Executives enter into written agreements setting out the terms of their appointment, together with key Company documents and information, setting out their term of office, duties, rights and responsibilities, entitlements on termination and the procedures for dealing with conflicts of interest and the availability of independent professional advice.
The performance of all Directors will be reviewed by the Chair each year. The performance of all key executives, including the Managing Director, is reviewed annually against a set of financial and non-financial goals.
Independent professional advice
Each Director has the right to seek independent professional advice at the Company's expense. The prior approval of the Chair will be required, which will not be unreasonably withheld.
Remuneration
The Remuneration Committee will review the remuneration packages and policies applicable to the Directors and Senior Executives on an annual basis. Remuneration levels will be competitively set to attract the most qualified and experienced Directors and Senior Executives.
Where necessary the Board will obtain independent advice on the appropriateness of remuneration packages.
Nomination and Remuneration Committee
The Committee consists of the full Board. The Company believes that the full Board is the best qualified to effectively perform the functions of the Committee in accordance with the Charter. A copy of Company's Nomination and Remuneration Committee charter can be found on the Company's website www.petwatersolutions.com/investor-centre/corporate-governance.
Audit & Risk Committee
The Board shall maintain an Audit & Risk Committee of at least 2 Directors. Audit & Risk Committee meetings may also be attended, by invitation, by the external auditors. The role of the Committee will be to provide a direct link between the Board and the external auditors.
It will also give the Board additional assurance regarding the quality and reliability of financial information prepared for use by the Board in determining the matters for inclusion in the financial statements.
Before the Board approves the Company's financial statements for each financial period, the Chief Executive Officer and the Chief Financial Officer give the Board a declaration that, in their opinion, the financial records have been properly maintained, that the financial statements complied with the accounting standards and give a true and fair view of the financial position and performance of the Company, and that their opinion had been formed on the basis of a sound system of risk management and internal compliance and control which was operating effectively. A copy of Company's Audit & Risk Committee Charter can be found on the Company's website www.petwatersolutions.com/investor-centre/corporate-governance
The responsibilities of the Audit & Risk Committee include:
- Monitoring compliance with regulatory requirements;
- Improving the quality of the accounting function;
- Reviewing external audit reports to ensure that where major deficiencies or breakdowns in controls or procedures have been identified appropriate and prompt remedial action is taken by management; and
- Liaising with the external auditors and ensuring that the annual audit and half-year review are conducted in an effective manner.
The Committee will review the performance of the external auditors on an annual basis. Nomination of auditors will be at the discretion of the Committee.
The Audit & Risk Committee will also oversee the PET Group policies and procedures in relation to risk management and internal control systems. The policies are designed to identify, assess, manage and monitor strategic, operational, financial and project risks and mitigate the impact in the event that they materialize.
BUSINESS RISK
The Board will monitor and receive advice on areas of operational and financial risks and consider strategies for appropriate risk management arrangements.
Specific areas of risk identified initially and regularly considered at Board Meetings include risks associated with business and investment, new and rapidly evolving markets, technological change, competition and business and strategic alliances, the environment and continuous disclosure obligations.
AUTHORITY LIMITS
The Board shall annually review the level of authority limits for the Managing Director and Senior Management. That review shall coincide with the approval of the annual budgets.
CONFIDENTIALITY
The Board members are required to ensure that all Company business is kept confidential by each Director and Officers in control.
ETHICAL STANDARDS
PET has a Code of Conduct that provides an outline of the standards of ethical behaviour expected of Directors and employees and provides accountability of unethical practices. The Code of Conduct also includes PET's Statement of Values.
The Board's policy is for the Directors and Senior Management to conduct themselves with the highest ethical standards. All Directors and employees will be expected to act with integrity and objectivity, striving at all times to enhance the reputation and performance of the Company. A copy of Company's Code of Conduct can be found on the Company's website www.phoslock.com.au/investors/corporate-governance
TRADING IN PHOSLOCK ENVIRONMENTAL TECHNOLOGIES LIMITED SECURITIES
The Board's policy with regard to trading in the Company's securities is that prior to any transaction, Directors and officers must obtain clearance from the Chair, Managing Director or Company Secretary to ensure that no transactions are made where the Director or officer is in possession of price sensitive information. A copy of Company's Share Trading Policy can be found on the Company's website www.petwatersolutions.com/investorcentre/corporate-governance
DEALING WITH CONFLICTS OF INTEREST
A potential conflict of interest may arise from time to time.
If a conflict or potential conflict of interest arises, full disclosure should be made to the Board as soon as the Director becomes aware of the conflict or potential conflict. The Board shall manage the conflict in such a way that the interests of the Company as a whole are safeguarded.
A conflict will arise:
- Where the private or other business interests of Directors and Officers conflict directly or indirectly with their obligations to the Company; and
- When benefits (including gifts and entertainment) are received from a person doing business which could be seen by others as creating an obligation to someone other than the Company.
Directors and Officers shall not act in a way which may cause others to question their loyalty to the Company.
WHISTLEBLOWER POLICY
PET is committed to the highest standards of conduct and ethical behaviour and to promoting and supporting a culture of honest and ethical behaviour, corporate compliance and good corporate governance. PET encourages people to speak up when they see activity or behaviour that they feel is wrong or does not match its values. The purpose of our Whistleblower Policy is to provide clear guidance on how the Company approaches and manages reports of this nature. With our Whistleblower Policy, the Company aims to ensure that:
- Every person covered by this Policy has the opportunity to speak up anonymously when they feel we are not adhering to our corporate values. Our people should have a place to report misconduct, be confident that reports will be heard and acted on, and we will make improvements based on the results.
- Our people are confident that they are able to make reports anonymously. We are committed to protecting an informant's identity and informants only need to reveal themselves if they choose to.
- The company will investigate every report of misconduct. At the end of the investigation, we will document the results and provide feedback where appropriate.
A copy of the Whistleblower Policy can be found on the Company's website www.petwatersolutions.com/investorcentre/corporate-governance.
ANTI-BRIBERY AND CORRUPTION POLICY
The purpose of the Anti-bribery and Corruption Policy is to prohibit conduct that amounts to bribery or corruption.
PET does not permit:
- engaging in bribery, facilitation payments or secret commissions, except to avoid an immediate threat to someone's safety;
- victimisation for not engaging in bribery, facilitation payments or secret commissions;
- the making of political donations on behalf of PET;
- the making of charitable or community donations that may be perceived as bribes;
- the offering or acceptance of gifts, hospitality or travel in a manner contrary to the policy; or
- engaging or paying a business partner knowing or suspecting they may engage in prohibited conduct.
SHAREHOLDER COMMUNICATIONS (DISCLOSURE) POLICY
The purpose of the Shareholder Communications (Disclosure) Policy is to uphold PET's commitment to taking a proactive approach to continuous disclosure and creating a culture within PET that promotes and facilitates compliance with the company's continuous disclosure obligations.
This policy is designed to ensure that PET meets its continuous disclosure obligations under the ASX Listing Rules.
PRINCIPLE 1: LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
The listed entity should disclose:
| 1.1(a) | Roles & Responsibilities of Board andManagement | A | Roles and responsibilities of Board andManagement are defined; Board reviewing andupdating these |
|---|---|---|---|
| 1.1(b) | Matters reserved for the Board and thosedelegated to management | A | Matters reserved for Board and Management aredefined; Board reviewing and updating these |
| 1.2(a) | Appropriate checks before appointing ornominating a new Director | A | Nomination committee responsible for ensuringthis occurs |
| 1.2(b) | Provide shareholders with material informationfor reappointment or election of new Director | A | Nomination committee responsible for ensuringthis occurs |
| 1.3 | Written agreement with each Director and SeniorExecutive | A | Written agreements in place; Board reviews allexisting agreements annually |
| 1.4 | Company Secretary accountable to Board, viaChair | A | Company Secretary is accountable to the Boardvia Chair. |
| 1.5 | Company should have a Diversity Policy | A | Company has approx. 12 employees ranging fromlow skilled factory workers to technical specialistswith PhD's. The Company operates in 10 countriesand requires fluent speakers of a number oflanguages. The Company's policy in the past hasbeen to employ the person most suited to the jobrequirements along with applicable language skillsfor the country or countries that they are workingin. The company is in the process of developinga diversity policy which will be shared withstakeholders in due course. |
| 1.6(a) | Board should have policy of evaluating Board,its Directors and Committees | A | The Board reviews its composition andperformance on an annual basis |
| 1.6(b) | Company should disclose whether a performanceevaluation has been undertaken during the | A | Company undertook a performance evaluation forthe reporting period |
| 1.7(a) | reporting periodPeriodic evaluation of senior executives | A | Company undertook an annual review evaluatingeach Senior Executive during the reporting period |
- 1.7(b) Company should disclose whether a performance evaluation has been undertaken during the reporting period
- A Company undertook a performance evaluation during the reporting period
PRINCIPLE 2: STRUCTURE THE BOARD TO ADD VALUE
| 2.1 | Company should have a Nomination Committee | A | Company has a Nomination Committee currentlycomprising all Directors |
|---|---|---|---|
| The Nomination Committee Charter is on theCompany's website (embedded in the BoardCharter) | |||
| 2.2 | Company should disclose skills of each Director | A | The skills and experience of each Director is setout in the Company's Annual Report and on theCompany's website. |
| 2.3(a) | Company should disclose which Directors areconsidered to be independent | A | Company details which Directors are independent |
| 2.3(b) | Company should detail reasons why a Director isindependent | A | Graeme Newing is not classed as independentdue to his executive directors/CEO position withthe Company. |
| 2.3(c ) | Company should detail the length of serviceof each Director | A | The length of service of each Director is set outin the Company's Annual Report and on theCompany's website |
| 2.4 | A majority of Directors should be independent | A | Two Non-Executive Directors areconsidered to be Independent Non-ExecutiveDirectors (Fred Bart and Shawn van Boheemen) |
| 2.5 | The Chair of the Board should be anIndependent Director | A | The Company's Chairman is an independentDirector |
| The position of Chair and CEO/MD should notbe held by the same person | A | The positions of Chair and CEO/MD are not heldby the same person | |
| 2.6 | Company should provide an induction programfor new Directors | A | Company provides an induction program for newDirectors |
| Directors should be given opportunity to developskills and knowledge for role as Director | A | The Chair discusses with Directors if developmentsupport is required |
PRINCIPLE 3: ACT ETHICALLY AND RESPONSIBLY
| 3.1(a) | Company should have a Code of Conduct for itsDirectors, executives and employees | A | Company has a Code of Conduct |
|---|---|---|---|
| 3.1(b) | Company should disclose the Code of Conduct | A | The Code of Conduct is published on theCompany's website |
PRINCIPLE 4: SAFEGUARD INTEGRITY IN CORPORATE REPORTING
| 4.1(a) | Company should have an Audit Committee | A | Company has an Audit and Risk Committee |
|---|---|---|---|
| 4.1(a)(1) Audit Committee should comprise at least threeDirectors, majority of whom are independent | A | Audit and Risk Committee currently has threemembers, all are Non-Executive Directors.The Board evaluates on an on-going basisthe appropriateness of the composition of theCommittee | |
| 4.1(a)(2) Audit Committee should be chaired by anIndependent Director | A | Audit and Risk Committee is chaired by anIndependent Director | |
| 4.1(a)(3) Audit Committee should have a charter which ispublished | A | Audit and Risk Committee charter is published onthe Company's website | |
| 4.1(a)(4) Relevant experience of each member of AuditCommittee disclosed | A | The experience of each member of the Audit andRisk Committee is set out in the Company's AnnualReport and on the Company's website | |
| 4.1(a)(5) Report the number of meetings of the AuditCommittee and those who attended | A | The number of meetings and attendance ofDirectors at the Audit and Risk Committeemeetings is set out in the Company's AnnualReport | |
| 4.2 | Board should receive a Declaration from MD/CEO and CFO that financial statements have beenprepared properly and Company has appropriatecontrols in place | A | MD/CEO and CFO provide a signed declarationthat financial statements have been preparedproperly and Company has appropriate controls inplace |
| 4.3 | Company should ensure that external auditorsattend AGM and available to answer questions | A | External auditors attend Company's AGM and areavailable to answer questions |
PRINCIPLE 5: MAKE TIMELY AND BALANCED DISCLOSURE
- 5.1(a) Company should have a written policy for complying with the ASX Listing Rules Continuous Disclosure
- 5.1(b) Company should disclose the policy or a summary of it
- A Company is fully aware of its obligations with the ASX Listing Rules Continuous Disclosure. The Continuous Disclosure policy is published on the Company's website
- A Company is fully aware of its obligations with the ASX Listing Rules Continuous Disclosure. The Continuous Disclosure policy is published on the Company's website
PRINCIPLE 6: RESPECT THE RIGHT OF SECURITY HOLDERS
- 6.1 Company should provide information about itself and its governance to investors via its website
- 6.2 Company should implement an investor relations program to facilitate two way communication with investors
- 6.3 Company should disclose policies and processes to encourage participation at meetings of security holders
- 6.4 Security holders should be given the option to receive communication and send communication electronically
A Company's website provides information about the Company and its governance
A Given its size, Company uses ASX releases and its website to communicate material information to investors.
A Company encourages participation at all meetings of security holders. All security holders are sent information about a meeting in the Notice of Meeting and any accompanying materials well in advance of the meeting; at each meeting security holders are given ample opportunity to raise issues or ask questions
A Company has worked with its Share Registrar to obtain email addresses of all its shareholders to enable documents to be sent electronically
PRINCIPLE 7: RECOGNISE AND MANAGE RISK
| 7.1 | Company should have a Risk ManagementCommittee | |
|---|---|---|
| 7.2(a) | Board undertakes an annual review of RiskManagement | |
| 7.2(b) | Board should disclose whether a RiskManagement review took place | |
| 7.3(a) | Company should disclose if it has an internalaudit function | |
| 7.3(b) | If no internal audit function, what is Companydoing to monitor risk management | |
| 7.4 | Company should disclose if it has any materialexposure to economic, environmental and social |
sustainability risks
- A Company has an Audit and Risk Committee which covers Risk Management
- A Risk Management issues are discussed at each Directors' meeting
- A Company reports Risk Management review in Directors' Report to security holders
- A Company does not have an internal audit function.
- A Company has internal controls to manage risk issues
- A Company discloses major risks in Directors' Report in Annual Report
PRINCIPLE 8: REMUNERATE FAIRLY AND RESPONSIBLY
| 8.1(a) | Company should have a RemunerationCommittee | A | Company has a Nomination and RemunerationCommittee |
|---|---|---|---|
| 8.1(a)(1) Remuneration Committee should compriseat least three Directors, majority of whom areindependent | A | Nomination and Remuneration Committeecomprises three Directors, all of whichare independent | |
| 8.1(a)(2) Remuneration Committee should be chairedby an Independent Director | A | Nomination and Remuneration Committee ischaired by an Independent Director. | |
| A | Nomination and Remuneration Committee charteris published on the Company's website | ||
| A | The experience of each member of theNomination and Remuneration Committee is setout in the Company's Annual Report and on theCompany's website | ||
| 8.1(a)(3) Remuneration Committee should have a charterwhich is published | A | The number of meetings and attendance ofDirectors at the Nomination and RemunerationCommittee meetings is set out in the Company'sAnnual Report | |
| 8.1(a)(4) Relevant experience of each member ofRemuneration Committee disclosed | A | These are detailed in the Directors' Report in theAnnual Report | |
| 8.1(a)(5) Report the number of meetings of theRemuneration Committee and those who attended | A | These are detailed in the Directors' Report in theAnnual Report | |
| 8.2 | Company should disclose remuneration policies | A | These are detailed in the Directors' Report in theAnnual Report |
| 8.3 | If Company has an equity-based remunerationscheme, can participants limit risk through use ofderivatives or other instruments | A | There is currently no derivatives market for PETequities |
