PRAEMIUM LIMITED — Governance Information 2017

Aug 13, 2017

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity:
PRAEMIUM LIMITED
ABN / ARBN:	Financial year ended:
74 098 405 826	30 June 2017

Our corporate governance statement2 for the above period above can be found at:3

☒ These pages of our annual report: 26 - 29

☒ This URL on our website: http://www.praemium.com.au/who-we-are/investor-relations/corporate-governance

The Corporate Governance Statement is accurate and up to date as at 14 August 2017 and has been approved by the board.

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

Date: 14 August 2017

Name of Director or Secretary authorising lodgement:

Paul Gutteridge (Company Secretary)

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

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

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

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

3 Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity's corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.

Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes "OR" at the end of the selection and you delete the other options, you can also, if you wish, delete the "OR" at the end of the selection.

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …
	PRINCIPLE 1 –LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should disclose:(a)the respective roles and responsibilities of its board and management; and(b)those matters expressly reserved to the board and those delegated to management.	… the fact that we follow this recommendation:☒in our Corporate Governance Statement… and information about the respective roles and responsibilities of our board and management(includingthose matters expressly reserved to the board and those delegatedto management):☒at http://www.praemium.com.au/who-we-are/investor-relations/corporate-governance
1.2	A listed entity should:(a)undertake appropriate checks before appointing a person, or putting forward to securityholders a candidate for election, as a director; and(b)provide security holders with all material information in its possession relevant to a decision onwhether or not to elect or re-elect a director.	… the factthat we follow this recommendation:☒in our Corporate Governance Statement
1.3	A listed entity should have a written agreement with each director and senior executive setting outthe terms of their appointment.	… the fact that we follow this recommendation:☒in our Corporate Governance Statement
1.4	The company secretary of a listed entity should be accountable directly to the board, through thechair, on all matters to do with the proper functioning of the board.	… the fact that we follow this recommendation:☒in our Corporate Governance Statement
1.5	A listed entity should:(a)have a diversity policy which includes requirements for the board or a relevant committee ofthe board toset measurable objectives for achieving gender diversity and to assess annuallyboth the objectives and the entity's progress in achieving them;(b)disclose that policy or a summary of it; and(c)disclose as at the end of each reporting period the measurable objectives for achievinggender diversity set by the board or a relevant committee of the board in accordance with theentity's diversity policy and its progress towards achieving them and either:(1)the respective proportions of men and women on the board, in senior executive positionsand across the whole organisation (including how the entity has defined "seniorexecutive" for these purposes); or(2)if the entity is a "relevant employer" under the Workplace Gender Equality Act, the entity'smost recent "Gender Equality Indicators", as defined in and published under that Act.	… the fact that we have a diversity policy that complies with paragraph(a):☒in our Corporate Governance Statement… and a copy of our diversity policy or a summary of it:☒at http://www.praemium.com.au/who-we-are/investor-relations/corporate-governance… and the measurable objectives for achieving gender diversity set by the board or a relevant committee ofthe board in accordance with our diversity policy and our progress towardsachieving them:☒in our Corporate Governance Statement… and the information referred to in paragraphs (c)(1) or (2):☒in our Corporate Governance Statement
1.6	A listed entity should:(a)have and disclose a process for periodically evaluating the performance of the board, itscommittees and individual directors; and(b)disclose, in relation to each reporting period, whether a performance evaluation wasundertaken in the reporting period in accordance with that process.	… the evaluationprocess referred to in paragraph (a):☒in our Corporate Governance Statement… and the information referred to in paragraph (b):☒in our Corporate Governance Statement

	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …
1.7	A listed entity should:	… the evaluationprocess referred to in paragraph (a):
	(a)have and disclose a process for periodically evaluating the performance of its senior	☒in our Corporate Governance Statement
	executives; and	… and the information referred to in paragraph (b):
	(b)disclose, in relation to each reporting period, whether a performance evaluation wasundertaken in the reporting period in accordance with that process.	☒in our Corporate Governance Statement
	PRINCIPLE 2 -STRUCTURE THE BOARD TO ADDVALUE
2.1	The board of a listed entity should:	[If the entity complies with paragraph (a):]
	(a)have a nomination committee which:	… the fact that we have a nomination committee that complies with paragraphs (1) and (2):
	(1)has at least three members, a majority of whom are independent directors; and	☐in our Corporate Governance Statement
	(2)is chaired by an independent director,	… and a copy ofthe charter of the committee:
	anddisclose:	☐at
	(3)the charter of the committee;	… and the information referred to in paragraphs (4) and (5):
	(4)the members of the committee; and	☐in our Corporate Governance Statement
	(5)as at the end of each reporting period, the number of times the committee met throughoutthe period and the individual attendances of the members at those meetings; or	[If the entity complies with paragraph (b):]
	(b)if it does not have a nomination committee, disclose that fact and the processes it employs toaddress board succession issues and to ensure that the board has the appropriate balance ofskills, knowledge, experience, independence and diversity to enable it to discharge its dutiesand responsibilities effectively.	… the fact that we do not have a nomination committee and the processes we employ to address boardsuccession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience,independence and diversity to enable it to discharge its duties and responsibilities effectively:
		☒in our Corporate Governance Statement
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity	… our boardskills matrix:
	that the board currently has or is looking to achieve in its membership.	☒in our Corporate Governance Statement
2.3	A listed entity should disclose:	… the names of the directors considered by the board to be independentdirectors:
	(a)the names of the directors considered by the board to be independent directors;	☒in our Corporate Governance Statement
	(b)if a director has an interest, position, association or relationship of the type described in	… and, where applicable, the information referred to in paragraph (b):
	Box2.3 but the board is of the opinion that it does not compromise the independence of thedirector, the nature of the interest, position, association or relationship in question and an	☒in our Corporate GovernanceStatement
	explanation of why the board is of that opinion; and	… and the length of service of each director:
	(c)the length of service of each director.	☒in our Corporate Governance Statement
2.4	A majority of the board of a listed entity should be independent directors.	… the fact that we follow this recommendation:
		☒in our Corporate Governance Statement
2.5	The chair of the board of a listed entity should be an independent director and, in particular, should	… the fact thatwe follow this recommendation:
	not be the same person as the CEO of the entity.	☒in our Corporate Governance Statement

	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …
2.6	A listed entity should have a program for inducting new directors and provide appropriateprofessional development opportunities for directors to develop and maintain the skills andknowledge needed to perform their role as directors effectively.	… the factthat we follow this recommendation:☒in our Corporate Governance Statement
	PRINCIPLE 3 –ACT ETHICALLY AND RESPONSIBLY
3.1	A listed entity should:(a)have a code of conduct for its directors, senior executives and employees; and(b)disclose that code or a summary of it.	… our codeof conduct or a summary of it:☐in our Corporate Governance Statement OR☒at http://www.praemium.com.au/who-we-are/investor-relations/corporate-governance
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 a majority ofwhom are independent directors; and(2)is chaired by an independent director, who is not the chair of the board,and disclose:(3)the charter of the committee;(4)the relevant qualifications and experience of the members of the committee; and(5)in relation to each reporting period, the number of times the committee met throughout theperiod and the individual attendances of the members at those meetings; or(b)if it does not have an audit committee, disclose that fact and the processes it employs thatindependently verify and safeguard the integrity of its corporate reporting, including theprocesses for the appointment and removal of the external auditor and the rotation of the auditengagement partner.	[If the entity complies with paragraph (a):]… the fact that we have an audit committee that complies with paragraphs (1) and (2):☒in our Corporate Governance Statement… and a copy of the charter of the committee:☒at http://www.praemium.com.au/who-we-are/investor-relations/corporate-governance… and the information referred to in paragraphs (4) and (5):☒in our Corporate Governance Statement
4.2	The board of a listed entity should, before it approves the entity's financial statements for a financialperiod, receive from its CEO and CFO a declaration that, in their opinion, the financial records of theentity have been properly maintained and that the financial statements comply with the appropriateaccounting standards and give a true and fair view of the financial position and performance of theentity and that the opinion has been formed on the basis of a sound system of risk management andinternal control which is operating effectively.	… the fact that we follow this recommendation:☒in our Corporate Governance Statement
4.3	A listed entity that has an AGM should ensure that its external auditor attends its AGM and isavailable to answer questions from security holders relevant to the audit.	… the fact thatwe follow this recommendation:☒in our Corporate Governance Statement

	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …
	PRINCIPLE 5 –MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should:(a)have a written policy for complying with its continuous disclosure obligations under the ListingRules; and(b)disclose that policy or a summary of it.	… our continuous disclosure compliance policy or a summary of it:☒in our Corporate Governance Statement☒at http://www.praemium.com.au/who-we-are/investor-relations/corporate-governance
	PRINCIPLE 6 –RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information about itself and its governance to investors via its website.	… information about us and our governance on our website:☒at http://www.praemium.com.au/who-we-are/investor-relations/corporate-governance
6.2	A listed entity should design and implement an investor relations program to facilitate effective twoway communication with investors.	… the factthat we follow this recommendation:☒in our Corporate Governance Statement
6.3	A listed entity should disclose the policies and processes it has in place to facilitate and encourageparticipation at meetings of security holders.	… our policies and processes for facilitating and encouragingparticipation at meetings of security holders:☒in our Corporate Governance Statement
6.4	A listed entity should give security holders the option to receive communications from, and sendcommunications to, the entity and its security registry electronically.	… the fact that we follow this recommendation:☒in our Corporate Governance Statement
	PRINCIPLE 7 –RECOGNISE AND MANAGE RISK
7.1	The board of a listed entity should:(a)have a committee or committees to oversee risk, each of which:(1)has at least three members, a majority of whom are independent directors; and(2)is chaired by an independent director,and disclose:(3)the charter of the committee;(4)the members of the committee; and(5)as at the end of each reporting period, the number of times the committee met throughoutthe period and the individual attendances of the members at those meetings; or(b)if it does not have a risk committee or committees that satisfy (a) above, disclose that fact andthe processes it employs for overseeing the entity's risk management framework.	[If the entity complies with paragraph (a):]… the fact that we have a committee or committees to oversee risk that comply with paragraphs (1) and(2):☒in our Corporate Governance Statement… and a copy of the charter of the committee:☒at http://www.praemium.com.au/who-we-are/investor-relations/corporate-governance… and the information referred to in paragraphs (4) and (5):☒in our Corporate Governance Statement
7.2	The board or a committee of the board should:(a)review the entity'srisk management framework at least annually to satisfy itself that itcontinues to be sound; and(b)disclose, in relation to each reporting period, whether such a review has taken place.	… the fact that board or a committee of the board reviews the entity's risk management framework at leastannually to satisfy itself that it continues to be sound:☒in our Corporate Governance Statement… and that such a review has taken place in the reporting period covered by this Appendix4G:☒in our Corporate Governance Statement

	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …
7.3	A listed entity should disclose:(a)if it has an internal audit function, how the function is structured and what role it performs; or(b)if it does not have an internal audit function, that fact and the processes it employs forevaluating and continually improving the effectiveness of its risk management and internalcontrol processes.	[If the entity complies with paragraph (a):]… how our internal audit function is structured and what role it performs:☐in our Corporate Governance Statement[If the entity complies with paragraph (b):]… the fact that we do not have an internal audit function and the processes we employ for evaluating andcontinually improving the effectivenessof our risk management and internal control processes:☒in our Corporate Governance Statement
7.4	A listed entity should disclose whether it has any material exposure to economic, environmental andsocial sustainability risks and, if it does, how it manages or intends to manage those risks.	… whether we have any material exposure to economic, environmental and social sustainability risks and, ifwe do, how we manage or intend to manage those risks:☒in our Corporate Governance Statement
	PRINCIPLE 8 –REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should:(a)have a remuneration committee which:(1)has at least three members, a majority of whom are independent directors; and(2)is chaired by an independent director,and disclose:(3)the charter of the committee;(4)the members of the committee; and(5)as at the end of each reporting period, the number of times the committee met throughoutthe period and the individual attendancesof the members at those meetings; or(b)if it does not have a remuneration committee, disclose that fact and the processes it employsfor setting the level and composition of remuneration for directors and senior executives andensuring that such remuneration is appropriate and not excessive.	[If the entity complies with paragraph (a):]… the fact that we have a remuneration committee that complies with paragraphs (1) and (2):☒in our Corporate Governance Statement… and a copy of the charter of the committee:☒at http://www.praemium.com.au/who-we-are/investor-relations/corporate-governance… and the information referred to in paragraphs (4) and (5):☒in our Corporate Governance Statement
8.2	A listed entity should separately disclose its policies and practices regarding the remuneration ofnon-executive directors and the remuneration of executive directors and other senior executives.	… separately our remuneration policies and practices regarding the remuneration of non-executive directorsand the remuneration of executive directors and other senior executives:☒in our Corporate Governance Statement
8.3	A listed entity which has an equity-based remuneration scheme should:(a)have a policy on whether participants are permitted to enter into transactions (whether throughthe use of derivatives or otherwise) which limit the economic risk of participating in thescheme; and(b)disclosethat policy or a summary of it.	… our policy on thisissue or a summary of it:☒at http://www.praemium.com.au/who-we-are/investor-relations/corporate-governance