QUESTE COMMUNICATIONS LIMITED — Governance Information 2015

Oct 13, 2015

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

QUESTE COMMUNICATIONS LTD

58 081 688 164 30 June 2015

ABN/ARBN Financial year ended

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

☐ These pages of our annual report: Not Applicable

This URL on our website: http://www.queste.com.au/corporate-governance

The Corporate Governance Statement is accurate and up to date as at 13 October 2015 and has been approved by the board.

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

Date: 13 October 2015

Name of Director or Secretary authorising lodgement:

Victor Ho Executive Director and 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 Councilrecommendation		We have followed the recommendation in full forthe whole of the period above. We have disclosed…	We have NOTfollowed therecommendation infull for the whole ofthe 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 andresponsibilities of its board andmanagement; and(b) those matters expresslyreserved to the board andthose delegated tomanagement.	… the fact that we follow this recommendation:in our Corporate Governance Statementat Sections 1.1 of the CGS…and information about the respective roles andresponsibilities of our board and management(including those matters expressly reserved to theboard and those delegated to management):at Sections 1.1.1 and 1.1.2	Not Applicable
1.2	A listed entity should:(a) undertake appropriate checksbefore appointing a person, orputting forward to securityholders a candidate forelection, as a director; and(b) provide security holders withall material information in itspossession relevant to adecision on whether or not toelect or re-elect a director.	… the fact that we follow this recommendation:in our Corporate Governance Statementat Section 1.2	Not Applicable
1.3	A listed entity should have awritten agreement with eachdirector and senior executivesetting out the terms of theirappointment.	Not Applicable	an explanation whythat is so in ourCorporateGovernanceStatementat Section 1.3
1.4	The company secretary of a listedentity should be accountabledirectly to the board, through thechair, on all matters to do with theproper functioning of the board.	… the fact that we follow this recommendation:in our Corporate Governance Statementat Section 1.4	Not Applicable
1.5	A listed entity should:(a) have a diversity policy whichincludes requirements for theboard or a relevant committeeof the board to set measurableobjectives for achievinggender diversity and to assessannually both the objectivesand the entity's progress inachieving them;(b) disclose that policy or asummary of it; and(c) disclose as at the end of eachreporting period themeasurable objectives forachieving gender diversity setby the board or a relevantcommittee of the board inaccordance with the entity'sdiversity policy and itsprogress towards achievingthem and either:(1) the respective proportionsof men and women on theboard, in senior executive	… the fact that we have a diversity policy that complieswith paragraph (a):Not Applicable… and the measurable objectives for achieving genderdiversity set by the board or a relevant committee ofthe board in accordance with our diversity policy andour progress towards achieving them:Not Applicable… and the information referred to in paragraphs (c)(1)or (2):in our Corporate Governance Statementat Section 1.5	an explanation whythat is so in ourCorporateGovernanceStatementat Section 1.5

Corporate Governance Councilrecommendation		We have followed the recommendation in full forthe whole of the period above. We have disclosed…	We have NOTfollowed therecommendation infull for the whole ofthe period above.We have disclosed…
	positions and across thewhole organisation(including how the entityhas defined "seniorexecutive" for thesepurposes); or(2) if the entity is a "relevantemployer" under theWorkplace GenderEquality Act, the entity'smost recent "GenderEquality Indicators", asdefined in and publishedunder that Act.
1.6	A listed entity should:(a) have and disclose a processfor periodically evaluating theperformance of the board, itscommittees and individualdirectors; and(b) disclose, in relation to eachreporting period, whether aperformance evaluation wasundertaken in the reportingperiod in accordance with thatprocess.	… the evaluation process referred to in paragraph (a):… and the information referred to in paragraph (b):in our Corporate Governance Statementat Section 1.6	Not Applicable
1.7	A listed entity should:(a) have and disclose a processfor periodically evaluating theperformance of its seniorexecutives; and(b) disclose, in relation to eachreporting period, whether aperformance evaluation wasundertaken in the reportingperiod in accordance with thatprocess.	… the evaluation process referred to in paragraph (a):… and the information referred to in paragraph (b):in our Corporate Governance Statementat Section 1.7	Not Applicable
	PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE
2.1	The board of a listed entityshould:(a) have a nomination committeewhich:(1) has at least threemembers, a majority ofwhom are independentdirectors; and(2) is chaired by anindependent director,and disclose:(3) the charter of thecommittee;(4) the members of thecommittee; and(5) as at the end of eachreporting period, thenumber of times thecommittee met throughoutthe period and theindividual attendances ofthe members at thosemeetings; or(b) if it does not have a	… the evaluation process referred to in paragraph (a):… and the information referred to in paragraph (b):in our Corporate Governance Statementat Section 1.6	Not Applicable

	Corporate Governance Councilrecommendation	We have followed the recommendation in full forthe whole of the period above. We have disclosed…	We have NOTfollowed therecommendation infull for the whole ofthe period above.We have disclosed…
	nomination committee,disclose that fact and theprocesses it employs toaddress board successionissues and to ensure that theboard has the appropriatebalance of skills, knowledge,experience, independence anddiversity to enable it todischarge its duties andresponsibilities effectively.
2.2	A listed entity should have anddisclose a board skills matrixsetting out the mix of skills anddiversity that the board currentlyhas or is looking to achieve in itsmembership.	… the evaluation process referred to in paragraph (a):… and the information referred to in paragraph (b):in our Corporate Governance Statementat Section 1.7
2.3	A listed entity should disclose:(a) the names of the directorsconsidered by the board to beindependent directors;(b) if a director has an interest,position, association orrelationship of the typedescribed in Box 2.3 but theboard is of the opinion that itdoes not compromise theindependence of the director,the nature of the interest,position, association orrelationship in question and anexplanation of why the boardis of that opinion; and(c) the length of service of eachdirector.	… the names of the directors considered by the board tobe independent directors:in our Corporate Governance Statementat Section 2.7… and where applicable, the information referred to inparagraph (b):Not Applicable… and the length of service of each director:in our Corporate Governance Statementat Sections 1.2 and 2.4 to 2.6	Not Applicable
2.4	A majority of the board of a listedentity should be independentdirectors.	If the entity complies with paragraph (a):… the fact that we have a nomination committee thatcomplies with paragraphs (1) and (2):Not Applicable… and a copy of the charter of the committee:Not Applicable… and the information referred to in paragraphs (4) and(5):Not ApplicableIf the entity complies with paragraph (b):… the fact that we do not have a nomination committeeand the processes we employ to address boardsuccession issues and to ensure that the board hasthe appropriate balance of skills, knowledge,experience, independence and diversity to enable it todischarge its duties and responsibilities effectively:in our Corporate Governance Statementat Section 2.2	an explanation whythat is so in ourCorporateGovernanceStatementat Section 2.2
2.5	The chair of the board of a listedentity should be an independentdirector and, in particular, shouldnot be the same person as theCEO of the entity.	… our board skills matrix:in our Corporate Governance Statementat Section 2.3	Not Applicable

Corporate Governance Councilrecommendation		We have followed the recommendation in full forthe whole of the period above. We have disclosed…	We have NOTfollowed therecommendation infull for the whole ofthe period above.We have disclosed
2.6	A listed entity should have aprogram for inducting newdirectors and provide appropriateprofessional developmentopportunities for directors todevelop and maintain the skillsand knowledge needed to performtheir role as directors effectively.	… the names of the directors considered by the board tobe independent directors:in our Corporate Governance Statementat Section 2.7… and where applicable, the information referred to inparagraph (b):Not Applicable… and the length of service of each director:in our Corporate Governance Statementat Sections 1.2 and 2.4 to 2.6	…Not Applicable
	PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY
3.1	A listed entity should:(a) have a code of conduct for itsdirectors, senior executivesand employees; and(b) disclose that code or asummary of it.	… our code of conduct or a summary of it:in our Corporate Governance Statementat Section 3.1and at this location:http://www.queste.com.au/corporategovernance	Not Applicable
	PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING
4.1	The board of a listed entityshould:(a) have an audit committeewhich:(1) has at least threemembers, all of whom arenon-executive directorsand a majority of whomare independent directors;and(2) is chaired by anindependent director, whois not the chair of theboard,and disclose:(3) the charter of thecommittee;(4) the relevant qualificationsand experience of themembers of thecommittee; and(5) in relation to eachreporting period, thenumber of times thecommittee met throughoutthe period and theindividual attendances ofthe members at thosemeetings; or(b) if it does not have an auditcommittee, disclose that factand the processes it employsthat independently verify andsafeguard the integrity of itscorporate reporting, includingthe processes for theappointment and removal ofthe external auditor and therotation of the auditengagement partner.	If the entity complies with paragraph (a):… the fact that we have an audit committee thatcomplies with paragraphs (1) and (2):Not Applicable… and a copy of the charter of the committee:Not Applicable… and the information referred to in paragraphs (4) and(5):Not ApplicableIf the entity complies with paragraph (b):… the fact that we do not have an audit committee andthe processes we employ that independently verifyand safeguard the integrity of our corporatereporting, including the processes for theappointment and removal of the external auditor andthe rotation of the audit engagement partner:in our Corporate Governance Statementat Section 4.1	an explanation whythat is so in ourCorporateGovernanceStatementat Section 4.1

	Corporate Governance Councilrecommendation	We have followed the recommendation in full forthe whole of the period above. We have disclosed…	We have NOTfollowed therecommendation infull for the whole ofthe period above.We have disclosed…
4.2	The board of a listed entityshould, before it approves theentity's financial statements for afinancial period, receive from itsCEO and CFO a declaration that,in their opinion, the financialrecords of the entity have beenproperly maintained and that thefinancial statements comply withthe appropriate accountingstandards and give a true and fairview of the financial position andperformance of the entity and thatthe opinion has been formed onthe basis of a sound system of riskmanagement and internal controlwhich is operating effectively.	… the fact that we follow this recommendation:in our Corporate Governance Statementat Section 4.2	Not Applicable
4.3	A listed entity that has an AGMshould ensure that its externalauditor attends its AGM and isavailable to answer questions fromsecurity holders relevant to theaudit.	… the fact that we follow this recommendation:in our Corporate Governance Statementat Sections 4.3 and 6.3	Not Applicable
	PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should:(a) have a written policy forcomplying with its continuousdisclosure obligations underthe Listing Rules; and(b) disclose that policy or asummary of it.	… our continuous disclosure compliance policy or asummary of it:in our Corporate Governance Statementat Section 5.1	Not Applicable
6.1	PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERSA listed entity should provideinformation about itself and itsgovernance to investors via itswebsite.	… information about us and our governance on ourwebsite:at these locations:http://www.queste.com.au/http://www.queste.com.au/about-ushttp://www.queste.com.au/investorshttp://www.queste.com.au/corporate-governance	Not Applicable
6.2	A listed entity should design andimplement an investor relationsprogram to facilitate effective twoway communication withinvestors.	… the fact that we follow this recommendation:in our Corporate Governance Statementat Section 6.2	Not Applicable
6.3	A listed entity should disclose thepolicies and processes it has inplace to facilitate and encourageparticipation at meetings ofsecurity holders.	… our policies and processes for facilitating andencouraging participation at meetings of securityholders:in our Corporate Governance Statementat Section 6.3	Not Applicable
6.4	A listed entity should give securityholders the option to receivecommunications from, and sendcommunications to, the entity andits security registry electronically.	… the fact that we follow this recommendation:in our Corporate Governance Statementat Section 6.4	Not Applicable
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1	The board of a listed entityshould:(a) have a committee orcommittees to oversee risk,	If the entity complies with paragraph (a):… the fact that we have a committee or committees tooversee risk that comply with paragraphs (1) and (2):Not Applicable	an explanation whythat is so in our

Corporate Governance Councilrecommendation		We have followed the recommendation in full forthe whole of the period above. We have disclosed…	We have NOTfollowed therecommendation infull for the whole ofthe period above.We have disclosed…
	each of which:(1) has at least threemembers, a majority ofwhom are independentdirectors; and(2) is chaired by anindependent director,and disclose:(3) the charter of thecommittee;(4) the members of thecommittee; and(5) as at the end of eachreporting period, thenumber of times thecommittee met throughoutthe period and theindividual attendances ofthe members at thosemeetings; or(b) if it does not have a riskcommittee or committees thatsatisfy (a) above, disclose thatfact and the processes itemploys for overseeing theentity's risk managementframework.	… and a copy of the charter of the committee:Not Applicable… and the information referred to in paragraphs (4) and(5):Not ApplicableIf the entity complies with paragraph (b):… the fact that we do not have a risk committee orcommittees that satisfy (a) and the processes weemploy for overseeing our risk managementframework:in our Corporate Governance Statementat Section 7.1	Corporate GovernanceStatementat Section 7.1
7.2	The board or a committee of theboard should:(a) review the entity's riskmanagement framework atleast annually to satisfy itselfthat it continues to be sound;and(b) disclose, in relation to eachreporting period, whethersuch a review has taken place.	… the fact that we follow this recommendation:Not Applicable	an explanation whythat is so in ourCorporate GovernanceStatementat Section 7.1
7.3	A listed entity should disclose:(a) if it has an internal auditfunction, how the function isstructured and what role itperforms; or(b) if it does not have an internalaudit function, that fact andthe processes it employs forevaluating and continuallyimproving the effectiveness ofits risk management andinternal control processes.	If the entity complies with paragraph (a):… how our internal audit function is structured and whatrole it performs:Not ApplicableIf the entity complies with paragraph (b):… the fact that we do not have an internal audit functionand the processes we employ for evaluating andcontinually improving the effectiveness of our riskmanagement and internal control processes:in our Corporate Governance Statementat Section 7.3	an explanation whythat is so in ourCorporate GovernanceStatementat Section 7.3
7.4	A listed entity should disclosewhether it has any materialexposure to economic,environmental and socialsustainability risks and, if it does,how it manages or intends tomanage those risks.	… whether we have any material exposure to economic,environmental and social sustainability risks and, if wedo, how we manage or intend to manage those risks:in our Corporate Governance Statementat Section 7.2	Not Applicable

Corporate Governance Councilrecommendation		We have followed the recommendation in full forthe whole of the period above. We have disclosed…	We have NOTfollowed therecommendation infull for the whole ofthe period above.We have disclosed…
	PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entityshould:(a) have a remunerationcommittee which:(1) has at least threemembers, a majority ofwhom are independentdirectors; and(2) is chaired by anindependent director,and disclose:(3) the charter of thecommittee;(4) the members of thecommittee; and(5) as at the end of eachreporting period, thenumber of times thecommittee met throughoutthe period and theindividual attendances ofthe members at thosemeetings; or(b) if it does not have aremuneration committee,disclose that fact and theprocesses it employs forsetting the level andcomposition of remunerationfor directors and seniorexecutives and ensuring thatsuch remuneration isappropriate and not excessive.	If the entity complies with paragraph (a):… the fact that we have a remuneration committee thatcomplies with paragraphs (1) and (2):Not Applicable… and a copy of the charter of the committee:Not Applicable… and the information referred to in paragraphs (4) and(5):Not ApplicableIf the entity complies with paragraph (b):… the fact that we do not have a remunerationcommittee and the processes we employ for settingthe level and composition of remuneration fordirectors and senior executives and ensuring thatsuch remuneration is appropriate and not excessive:in our Corporate Governance Statementat Section 8.1	an explanation whythat is so in ourCorporate GovernanceStatementat Section 8.1
8.2	A listed entity should separatelydisclose its policies and practicesregarding the remuneration ofnon-executive directors and theremuneration of executivedirectors and other seniorexecutives.	… separately our remuneration policies and practicesregarding the remuneration of non-executive directorsand the remuneration of executive directors and othersenior executives:in our Corporate Governance Statementat Section 8.2in the Remuneration Report within the 2015Annual Report (at pages 9 to 12)	Not Applicable
8.3	A listed entity which has anequity-based remunerationscheme should:(a) have a policy on whetherparticipants are permitted toenter into transactions(whether through the use ofderivatives or otherwise) whichlimit the economic risk ofparticipating in the scheme;and(b) disclose that policy or asummary of it.	… our policy on this issue or a summary of it:in our Corporate Governance Statementat Section 8.3and our Share Trading Policy athttp://www.queste.com.au/corporate-governance	Not Applicable