PPK GROUP LIMITED — Governance Information 2018

Sep 27, 2018

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity
PPK Group Limited
ABN/ARBN	Financial year ended
65 003 964 181	30 June 2018
Our corporate governance statement2 for the above period abovecan be found at:3these pages of our annual report:_____________________________________________

this URL on our website: http://www.ppkgroup.com.au/irm/content/corporate-

The Corporate Governance Statement is accurate and up to date as at 27 September 2018 and has

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

Date here: 28 September 2018

governance.aspx?RID=305

Sign here: _______________________________ Company Secretary

Print name: Andrew J. Cooke

been approved by the board.

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.

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 NOTfollowed the recommendationin full for the whole of theperiod above. Wehave disclosed …
	PRINCIPLE 1 –LAY SOLID FOUNDATIONS FOR MANAGEMENT AND	OVERSIGHT
1.1	Alisted entity should disclose:(a)the respective roles and responsibilities ofits board and management; and(b)those matters expressly reserved to theboard and those delegated to management.	… the fact that we follow this recommendation:Xin our Corporate Governance StatementORat this location:_____________________________________________Insert location here… and information about the respective roles and responsibilities of ourboard and management(including those matters expressly reserved tothe board and those delegated to management):Xat this location:in our Corporate Governance Statement	an explanation why that is soin ourCorporate Governance StatementORwe are an externally managed entity and thisrecommendation is therefore notapplicable
1.2	Alisted entity should:(a)undertakeappropriatechecksbeforeappointing a person, or putting forward tosecurity holders a candidate for election, asa director; and(b)provide security holders with all materialinformation in its possession relevant to adecision on whether or not to elect or reelect a director.	… the fact that we follow this recommendation:X in our Corporate Governance StatementORat this location:_____________________________________________Insert location here	an explanation why that is soin ourCorporate Governance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicable
1.3	A listed entity should have a written agreementwith each director and senior executive settingout the terms of their appointment.	… the fact that we follow this recommendation:in our Corporate Governance StatementORat this location:_____________________________________________Insert location here	X an explanation why that is soin ourCorporate Governance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicable

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendationin full for the whole of theperiod above. Wehave disclosed …
1.4	The company secretary of a listed entity shouldbe accountable directly to the board, throughthe chair, on all matters to do with the properfunctioning of the board.	… the fact that we follow this recommendation:Xin our Corporate Governance StatementORat this location:_____________________________________________Insert location here	an explanation why that is soin ourCorporate Governance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicable
1.5	A listed entity should:(a)have a diversity policy which includesrequirements for the boardor a relevantcommittee of the board tosetmeasurableobjectives for achieving gender diversityandto assess annually both the objectivesand the entity's progress in achieving them;(b)disclose that policy or a summary of it; and(c)disclose as at the end of each reportingperiodthe measurable objectives forachieving gender diversity set by the boardor a relevant committee of the board inaccordance with the entity's diversity policyand its progress towards achieving themand either:(1)the respective proportions of men andwomen on the board, in seniorexecutive positions and across thewhole organisation (including how theentity has defined "senior executive" forthese purposes); or(2)if the entity is a "relevant employer"under the Workplace Gender EqualityAct, the entity's most recent "GenderEquality Indicators", as defined in andpublished under that Act.	… the fact that we have a diversity policy that complies withparagraph(a):in our Corporate Governance StatementORat this location:Insert location here… and a copy of our diversity policy or a summary of it:Xat this location:http://www.ppkgroup.com.au/irm/content/corporate-governance.aspx?RID=305… the measurable objectives for achieving gender diversity set by theboard or a relevant committee of the board in accordance with ourdiversity policy and our progress towards achieving them:in our Corporate Governance Statement ORat this location:Insert location here… and the information referred to in paragraphs (c)(1) or(2):Xin our Corporate Governance StatementORat this location:_____________________________________________Insert location here	X an explanation why that is soin our CorporateGovernance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicable

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendationin full for the whole of theperiod above. Wehave disclosed …
1.6	A listed entity should:(a)have and disclose a process for periodicallyevaluating the performance of the board, itscommittees and individual directors; and(b)disclose,in relation to each reportingperiod, whether a performance evaluationwas undertaken in the reporting period inaccordance with that process.	… the evaluation process referred to in paragraph (a):Xin our Corporate Governance StatementORat this location:Insert location here… and the information referred to in paragraph (b):X in our Corporate Governance StatementORat this location:Insert location here	an explanation why that is soin ourCorporate Governance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicable
1.7	A listed entity should:(a)have and disclose a process for periodicallyevaluating the performance of its seniorexecutives; and(b)disclose,in relation to each reportingperiod, whether a performance evaluationwas undertaken in the reporting period inaccordance with that process.	… the evaluation process referred to in paragraph (a):Xin our Corporate Governance StatementORat this location:Insert location here… and the information referred to in paragraph (b):Xin our Corporate Governance StatementORat this location:Insert location here	an explanation why that is soin ourCorporate Governance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicable

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendationin full for the whole of theperiod above. Wehave disclosed …
	PRINCIPLE 2 -STRUCTURE THE BOARD TO ADD VALUE
2.1	The board of a listed entity should:(a)have a nomination committee which:(1)has at least three members, a majorityof whom are independent directors; and(2)is chaired by an independent director,and disclose:(3)the charter of the committee;(4)the members of the committee; and(5)as at the end of each reporting period,the number of times the committee metthroughouttheperiodandtheindividual attendances of the membersat those meetings; OR(b)if it does not have a nomination committee,disclose that fact and the processes itemploys to address board succession issuesand to ensure that the board has theappropriate balance of skills, knowledge,experience, independence and diversity toenable it to discharge its duties andresponsibilities 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 this location:Insert location here… and a copy of the charter of the committee:at this location:Insert location here… and the information referred to in paragraphs (4) and (5):in our Corporate Governance Statement ORat this location:Insert location here[If the entity complies with paragraph (b):]… the fact thatwe do not have a nomination committeeand theprocesses we employ to address board succession issues and to ensurethat the board has the appropriate balance of skills, knowledge,experience, independence and diversity to enable it to discharge itsdutiesand responsibilities effectively:Xin our Corporate Governance Statement ORat this location:Insert location here	Xan explanation why that is soin our CorporateGovernance Statement ORwe are an externally managed entity and thisrecommendation is therefore not applicable

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendationin full for the whole of theperiod above. Wehave disclosed …
2.2	A listed entity should have and disclose a boardskills matrix setting out the mix of skills anddiversity that the board currently has or islooking to achieve in its membership.	… our board skills matrix:in our Corporate Governance Statement ORat this location:_____________________________________________Insert location here	Xan explanation why that is soin our CorporateGovernance Statement ORwe are an externally managed entity and thisrecommendation is therefore not applicable
2.3	A listed entity should disclose:(a)the names of the directors considered bythe board to be independent directors;(b)if a director has an interest, position,association or relationship ofthe typedescribed in Box2.3but the board is of theopinion that it does not compromise theindependence of the director, the nature ofthe interest, position, association orrelationship in question and an explanationof why the board is of that opinion; and(c)the length of service of each director.	… the names of the directors considered by the board to be independentdirectors:Xin our Corporate Governance StatementORat this location:Insert location here… where applicable, the information referred to in paragraph (b):in our Corporate Governance StatementORat this location:Insert location here… the length of service of each director:in our Corporate Governance Statement ORX at this location:http://www.ppkgroup.com.au/irm/content/directors.aspx?RID=303	an explanation why that is soin ourCorporate Governance Statement
2.4	A majority of the board of a listed entity shouldbe independent directors.	… the fact that we follow this recommendation:in our Corporate Governance StatementORat this location:_____________________________________________Insert location here	X an explanation why that is soin our CorporateGovernance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicable

	Corporate Governance Council recommendation	We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendationin full for the whole of theperiod above. Wehave disclosed …
2.5	The chair of the board of a listed entity shouldbe an independent director and, in particular,should not be the same person as the CEO ofthe entity.	… the fact that we follow this recommendation:in our Corporate Governance StatementORat this location:_____________________________________________Insert location here	X an explanation why that is soin ourCorporate Governance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicable
2.6	A listed entity shouldhave a program forinductingnewdirectorsandprovideappropriateprofessionaldevelopmentopportunities for directors to develop andmaintain the skills and knowledge needed toperform their role as directorseffectively.	… the fact that we follow this recommendation:Xin our Corporate Governance StatementORat this location:_____________________________________________Insert location here	an explanation why that is soin ourCorporate Governance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicable
	PRINCIPLE 3 –ACTETHICALLYAND RESPONSIBLY
3.1	A listed entity should:(a)have a code of conduct for its directors,senior executives and employees; and(b)disclose that code or a summary of it.	… our code of conduct or a summary of it:X in our Corporate Governance StatementORat this location:_____________________________________________Insert location here	an explanation why that is soin ourCorporate Governance Statement
	PRINCIPLE 4 –SAFEGUARD INTEGRITY IN CORPORATE REPORTING
4.1	The board of a listed entity should:(a)have an audit committee which:(1)has at least three members, all of whomare non-executive directors and amajority of whom are independentdirectors; and(2)is chaired by an independent director,who is not the chair of the board,and disclose:(3)the charter of the committee;(4)therelevantqualificationsandexperience of the members of thecommittee; and	[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 this location:_____________________________________________Insert location here… and a copy of the charter of the committee:X at this location:http://www.ppkgroup.com.au/irm/content/corporategovernance.aspx?RID=305	X an explanation why that is soin ourCorporate Governance Statement

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendationin full for the whole of theperiod above. Wehave disclosed …
	(5)in relation to each reporting period, thenumber of times the committee metthroughouttheperiodandtheindividual attendances ofthe membersat those meetings; OR(b)if it does not have an audit committee,disclose that fact and the processes itemploys that independently verify andsafeguard the integrity of its corporatereporting, including the processes for theappointment andremoval of the externalauditor and the rotation of the auditengagement partner.	… and the information referred to in paragraphs (4) and (5):in our Corporate Governance StatementORX at this location:http://www.ppkgroup.com.au/irm/content/annualreports.aspx?RID=321[If the entity complies with paragraph (b):]… the fact that we do not have an audit committeeand the processes weemploy 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 auditengagement partner:ORin our Corporate Governance Statementat this location:_____________________________________________Insert location here
4.2	The board of a listed entity should, before itapproves the entity's financial statements for afinancial period, receive from its CEO and CFOa declaration that, in their opinion,thefinancial records of the entity have beenproperly maintained and that the financialstatements comply with the appropriateaccounting standards and give a true and fairview of the financial position and performanceof the entityand that the opinion has beenformed on the basis of a sound system of riskmanagement and internal control which isoperating effectively.	… the fact that we follow this recommendation:X in our Corporate Governance StatementORat this location:_____________________________________________Insert location here	an explanation why that is soin ourCorporate Governance Statement

	Corporate Governance Council recommendation	We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendationin full for the whole of theperiod above. Wehave disclosed …
4.3	A listed entity that has an AGM should ensurethat its external auditor attends its AGM and isavailable to answer questions from securityholders relevant to the audit.	… the fact that we follow this recommendation:X in our Corporate Governance StatementORat this location:_____________________________________________Insert location here	an explanation why that is soin ourCorporate Governance StatementORwe are an externally managed entity thatdoes not hold an annual general meeting andthis recommendation is therefore notapplicable
	PRINCIPLE 5 –MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listedentity should:(a)have a written policy for complying with itscontinuous disclosure obligations under theListing Rules; and(b)disclose that policy or a summary of it.	… our continuous disclosure compliance policy or a summary of it:X in our Corporate Governance StatementORX at this location:http://www.ppkgroup.com.au/irm/content/corporategovernance.aspx?RID=305	an explanation why that is soin ourCorporate Governance Statement
	PRINCIPLE 6 –RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide informationabout itself and its governance to investors viaits website.	… information about us and our governance on our website:X at this location:http://www.ppkgroup.com.au/irm/content/corporategovernance.aspx?RID=305	an explanation why that is soin ourCorporate Governance Statement
6.2	A listed entity should design and implement aninvestor relations program to facilitate effectivetwo-way communication with investors.	… the fact that we follow this recommendation:X in our Corporate Governance StatementORat this location:_____________________________________________Insert location here	an explanation why that is soin ourCorporate Governance Statement
6.3	A listed entity should disclose the policies andprocesses it has in place to facilitate andencourage participation at meetings ofsecurityholders.	… our policies and processes for facilitating and encouragingparticipation at meetings of security holders:in our Corporate Governance StatementORat this location:_____________________________________________Insert location here	Xan explanation why that is soin ourCorporate Governance StatementORwe are an externally managed entity thatdoes not hold periodic meetings of securityholders and this recommendation istherefore not applicable

	Corporate Governance Council recommendation	We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendationin full for the whole of theperiod above. Wehave disclosed …
6.4	A listed entity should give security holders theoption to receive communications from, andsend communications to, the entity and itssecurity registry electronically.	… the fact that we follow this recommendation:X in our Corporate Governance StatementORat this location:_____________________________________________Insert location here	an explanation why that is soin ourCorporate Governance Statement
	PRINCIPLE 7 –RECOGNISE AND MANAGERISK
7.1	The board of a listed entity should:(a)have a committee or committees to overseerisk, each of which:(1)has at least three members, a majorityof whom are independent directors; and(2)is chaired by an independent director,and disclose:(3)the charter of the committee;(4)the members of the committee; and(5)as at the end of each reporting period,the number of times the committee metthroughouttheperiodandtheindividual attendances of the membersat those meetings; OR(b)if it does not have a risk committee orcommitteesthat satisfy (a) above, disclosethat fact and the processes it employs foroverseeing the entity's risk managementframework.	[If the entity complies with paragraph (a):]… the fact that we have a committee or committees to oversee risk thatcomplywith paragraphs (1) and (2):in our Corporate Governance StatementORat this location:Insert location here… and a copy of the charter of the committee:at this location:Insert location here… and the information referred to in paragraphs (4) and (5):in our Corporate Governance StatementORat this location:Insert location here[If the entity complies with paragraph (b):]… the fact that we do not have a risk committeeor committees thatsatisfy (a) and the processes we employ for overseeing our riskmanagement framework:X in our Corporate Governance StatementORat this location:	X an explanation why that is soin our CorporateGovernance Statement

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendationin full for the whole of theperiod above. Wehave disclosed …
		Insert location here
7.2	The board or a committee of the board should:(a)review the entity's risk managementframework at least annually to satisfy itselfthat it continues to be sound; and(b)disclose,in relation to each reportingperiod, whether such a review has takenplace.	… the fact that we follow this recommendation:in our Corporate Governance StatementORat this location:_____________________________________________Insert location here	X an explanationwhy that is soin our CorporateGovernance Statement
7.3	A listed entity should disclose:(a)if it has an internal audit function, how thefunction is structured and what role itperforms; OR(b)if it does not have an internal auditfunction, that factand the processes itemploys for evaluating and continuallyimproving the effectiveness of its riskmanagementandinternalcontrolprocesses.	[If the entity complies with paragraph (a):]… how our internal audit function is structured and what role itperforms:in our Corporate Governance StatementORat this location:Insert location here[If the entity complies with paragraph (b):]… the fact that we do not have an internal audit function and theprocesses we employ for evaluating and continually improving theeffectiveness of our risk management and internal control processes:X in our Corporate Governance StatementORat this location:Insert location here	an explanation why that is soin ourCorporate Governance Statement
7.4	A listed entity should disclose whetherit hasany material exposureto economic,environmental and social sustainabilityrisksand, if it does, how it manages or intends tomanage those risks.	… whether we have any material exposure to economic, environmentaland social sustainabilityrisks and, if we do, how we manage or intend tomanage those risks:X in our Corporate Governance StatementORat this location:_____________________________________________Insert location here	an explanation why that is soin ourCorporate Governance Statement

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendationin full for the whole of theperiod above. Wehave disclosed …
	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 majorityof whom are independent directors; and(2)is chaired by an independent director,and disclose:(3)the charter of the committee;(4)the members of the committee; and(5)as at the end of each reporting period,the number of times the committee metthroughouttheperiodandtheindividual attendances of the membersat those meetings; OR(b)if it does not have a remunerationcommittee, disclose that fact and theprocesses it employs for setting the leveland composition of remuneration fordirectorsandseniorexecutivesandensuringthatsuchremunerationisappropriate 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 this location:Insert location here… and a copy of the charter of the committee:at this location:Insert location here… and the information referred to in paragraphs (4) and (5):in our Corporate Governance StatementORat this location:Insert location here[If the entity complies with paragraph (b):]… the fact thatwe do not have a remuneration committeeand theprocesses we employ for setting the level and composition ofremuneration for directors and senior executives and ensuring that suchremuneration is appropriate and not excessive:Xin our Corporate Governance StatementORat this location:Insert location here	X an explanation why that is soin ourCorporate Governance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicable

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendationin full for the whole of theperiod above. Wehave disclosed …
8.2	A listed entity should separately disclose itspolicies and practices regarding theremuneration of non-executive directors andthe remuneration of executive directors andother senior executives.	… separately our remuneration policies and practices regarding theremuneration of non-executive directors and the remuneration ofexecutive directors and other senior executives:X in our Corporate Governance StatementORat this location:_____________________________________________Insert location here	an explanation why that is soin ourCorporate Governance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicable
8.3	A listed entity which has an equity-basedremuneration scheme should:(a)have a policy on whether participants arepermitted to enter into transactions(whether through the use of derivatives orotherwise) which limit the economic risk ofparticipating in the scheme; and(b)disclose that policy or a summary of it.	… our policyon this issue or a summary of it:X in our Corporate Governance Statement ORat this location:_____________________________________________Insert location here	an explanation why that is soin ourCorporate Governance Statement ORwe do not have anequity-basedremuneration scheme and thisrecommendation is therefore not applicableORwe are an externally managed entity and thisrecommendation is therefore not applicable
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-	Alternative to Recommendation1.1 for externallymanaged listed entities:The responsible entity of an externallymanaged listed entity should disclose:(a)the arrangements between the responsibleentity and the listed entity for managing theaffairs of the listed entity;(b)the role and responsibility of the board ofthe responsible entity for overseeing thosearrangements.	… the information referred to in paragraphs (a)and(b):in our Corporate Governance StatementORat this location:_____________________________________________Insert location here	an explanation why that is soin ourCorporate Governance Statement
-	Alternative to Recommendations8.1, 8.2and8.3for externally managed listed entities:An externally managed listed entity shouldclearly disclose the terms governing theremuneration of the manager.	… the terms governing our remuneration as manager of the entity:in our Corporate Governance Statement ORat this location:_____________________________________________Insert location here	an explanation why that is soin ourCorporate Governance Statement